• Electronic Filing of Section 25102(f) Notices
  • December 29, 2010 | Author: Keith P. Bishop
  • Law Firm: Allen Matkins Leck Gamble Mallory & Natsis LLP - Irvine Office
  • For the last five years, the Commissioner of Corporations has required that notices of exemption filed pursuant to Corporations Code § 25102(f) be filed electronically, except in cases of demonstrable hardship.   See 10 CCR § 260.102.14(f).  Electronic filing is also required for notices of exemption required to be filed pursuant to 10 CCR § 260.103.

    To begin the process, you should go to the Department of Corporations’ Internet site.  Below are some things to keep in mind if you are a first time filer:

    •Because the Commissioner requires payment of the applicable filing fee at the time of filing, you must have a credit card.  The Commissioner accepts Visa, MasterCard and Discover Card.  Sorry, Amex cards, green, gold or platinum, are not accepted.
    •If you are attempting to file from a website address outside of the United States, you won’t be able to access the online filing system.  This would be considered a “Hardship Exception” for the 25102(f) notice and a paper notice should be filed.
    •In order to make an online filing, you will need to create a user profile either as the issuer or an issuer’s representative.
    •You will be required to furnish the issuer’s Federal Employer Identification Number (FEIN).  An issuer representative will also need its FEIN to create a user profile (Do Not use a Social Security Number).
    •If creating a user profile as an issuer representative, you should also be prepared with a unique profile name.
    •An issuer is required to print a copy of the notice and manually sign it.  The issuer must retain the manually signed copy for a period of five years from the date of filing.  Do not mail the printed copy to the Department of Corporations.  The notice must be signed by an authorized officer, director, general partner or trustee of the issuer (or a person occupying a position with the issuer of equivalent responsibility) or by the authroized attorney of the issuer.