Generate a complete California Corporations Code Section 25102(f) exemption notice with qualification analysis, investor representations, restrictive legends, right of rescission disclosure, and DFPI filing instructions. Covers offerings to up to 35 qualified purchasers with preexisting relationships.
I built this generator to help California startups and small businesses navigate one of the most commonly used state securities exemptions. Section 25102(f) of the California Corporations Code allows companies to sell securities without state registration when the offering is limited to no more than 35 purchasers, each of whom has a preexisting relationship with the issuer or possesses sufficient sophistication to evaluate the investment. Despite its frequent use, many founders either skip the required DFPI notice filing or fail to document the exemption conditions properly, both of which create unnecessary legal exposure down the road.
This generator produces a comprehensive notice of transaction that goes well beyond a simple filing form. The output includes a full qualification analysis demonstrating compliance with each statutory requirement, detailed purchaser representations confirming investment intent and access to information, the required restrictive legend for share certificates, a right of rescission disclosure as mandated by Section 25102(f)(2), and company representations regarding the accuracy of all disclosures. The document is structured to serve both as the basis for a DFPI filing and as an internal compliance record.
Every field updates the live preview instantly, so you can see exactly how the exemption notice will read before downloading. The generator handles conditional logic automatically: if you indicate non-California investors are present, it triggers a blue sky compliance warning; if you select a concurrent federal Reg D filing, the document addresses Form D coordination. Whether you are issuing common stock to co-founders, preferred stock in a seed round, or convertible notes to angel investors, this tool produces the documentation you need to stay compliant.
Key features include: dynamic section numbering, conditional field display based on offering characteristics, automatic qualification analysis against all 25102(f) statutory requirements, configurable security types including SAFEs and convertible notes, and comprehensive signature blocks for both issuer and investor execution.
Section 25102(f) provides an exemption from California securities registration for offerings to no more than 35 purchasers where each has a preexisting relationship with the issuer or sufficient sophistication. No general solicitation or advertising may be used, and the securities must be restricted.
The exemption limits actual purchasers to 35. This counts purchasers, not offerees, but all offerees must still meet qualification requirements regarding preexisting relationships or financial sophistication.
The issuer must file a notice on Form D-1 with the California Department of Financial Protection and Innovation within 15 calendar days after the first sale. Filing fees range from $25 to $300 based on the aggregate offering amount.
Yes. Each purchaser must have a preexisting personal or business relationship with the issuer or its officers, directors, or controlling persons, or must have sufficient business or financial experience to protect their own interests in the transaction.
No. Section 25102(f) strictly prohibits general solicitation and general advertising. All communications must be directed to persons with whom the issuer has a preexisting relationship or who are known to be qualified.
Under Section 25102(f)(2), each purchaser has the right to withdraw and receive a full refund. This rescission right must be disclosed to every purchaser and provides an additional layer of protection in unregistered offerings.