Is it too late to file Notice of Transaction 25102(f)?

No, it is not too late. See CA CC25102(f) below. The failure to file the notice or the failure to file the notice within the time specified by the rule of the commissioner shall not affect the availability of this exemption. An issuer who fails to file the notice as provided by rule of the commissioner shall, within 15 business days after discovery of the failure to file the notice or after demand by the commissioner, whichever occurs first, file the notice and pay to the commissioner a fee equal to the fee payable had the transaction been qualified under Section 25110. Ask your attorney for the cite and read it yourself. Disclaimer Although the above response is believed to be accurate, it should not be relied upon as any type of legal advice because the information provided is incomplete. It is intended to educate the reader and a more definite answer should be based on a consultation with a lawyer. No attorney client relation is formed with me without a written contract. Good Luck starts with a strategy and a plan. Robert J. Suhajda, MS,CPA Attorney-At-Law 17721 Norwalk Blvd. #43 Artesia, CA 90701 562-924-8922 Former financial auditor and controller. Admitted to US Tax Court, Income Tax, IRS representation, Fiduciary income tax returns, Estate and Gift tax returns, Homeowner Association Strategist. As a strategist, I analyze and integrate the operations, reserve study, budget, and financial statements into a unitary plan for 1 – 5 years, utilizing my experience as a former treasurer and vice president of a homeowners' association and corporate controller and auditor, to minimize homeowner association dues.

It is not too late. Attorney is correct. File the 25102(f) now and pay the fee.

The two prior answers are correct but incomplete. No, it is not too late to file but it is too late to get the favorable reduced filing fee available for the exemption. What they fail to tell you is that a different fee schedule applies if the Notice is filed late so you may owe a much larger filing fee: The statute as quoted specifies that you must pay “a fee equal to the fee payable had the transaction been qualified under Section 25110.” Filing the Notice is part of establishing an exemption (under §25102(f)) from the requirement of qualifying the offering under §25110. The fee for these different methods of complying with the securities law are set forth at Corp. Code §25608. Its paragraph (c) states that the fee for [timely] filing the Notice for sale of securities of less than $25,000 is $25.00. By contrast its paragraph (e) governing §25100 transactions calls for a filing fee on the same amount of either $250.00 for a regular §25113 offering or $2500.00 for a so-called SCOR offering. Where this bites if you later go in for a permit for sale of more securities. You must then disclose your outstanding securities. The Deputy Counsel will ask how the exemption was established for those securities. At that time you must file the late Notice and pay on the higher fee schedule. I suspect that some attorneys may just file the Notice late with the lower filing fee and hope that the clerk at the Dept of Corps does not notice that it is late. I suggest that you ask your attorney to file the Notice and pay whatever excess fee was caused by his delay in filing it. FEEDBACK: Both and other readers are interested in your feedback on the quality of the answers. Plz check the “thumbs up” symbol if you find an answer helpful or the “thumbs down” symbol if not. DISCLAIMER—This answer is for informational purposes only under the system, its terms and conditions. It is not intended as specific legal advice regarding your question. The answer could be different if all the facts were known. This answer does not establish an attorney client relationship. (Bryant) Keith Martin sbbizlaw.com

It is always better to have late compliance than no compliance. The filing would not automatically provide protection, but it is the better practice. A review of all documents and a consultation at a minimum is necessary to render effective legal advice. This answer does not create an attorney client relationship. Consult an attorney before you decide on a course of action.