Meet California securities filing obligations
California’s Corporate Securities Law of 1968 requires that all securities offerings be either officially qualified or meet a valid exemption. Many businesses rely on two common exemptions: the 25102(f) Limited Offering Exemption and the 25102(o) Employee Benefit Plan Exemption.

Limited offering exemption

We guide you through filing the 25102(f) notice with California’s DFPI within 15 days of your first securities sale, ensuring your private offering exemption is properly reported.

Employee plan exemption

RASi handles the 25102(o) notice filing for company stock option or purchase plans, managing the paperwork so you meet the 30-day post-issuance deadline for this exemption.

Compliance expertise

RASi navigates the complexities of California’s Corporations Code, helping you align with state securities rules and avoid penalties or missed filings when issuing shares.

25102(f) limited offering exemption

Commonly known as the “friends and family” exemption, 25102(f) applies when investors have a pre-existing relationship with the issuer or meet sophistication requirements. If you qualify, you’re required to file a 25102(f) notice within 15 days of making your first sale of a security in California.

25102(o) employee benefit plan exemption

The 25102(o) exemption helps companies offer stock options and other equity-based awards to their teams without undergoing the full qualification. To remain compliant, a notice filing (plus required fees and any necessary consents) must be submitted to the DFPI within 30 days of the first issuance.

Section 25102(f) Notice Filing FAQs
  • Do I need to file any documents with the DFPI if I have just incorporated my business?
    Yes. If you issued securities in California, they must either be qualified or meet an approved exemption. If you qualify under Corporations Code section 25102(f), you can use the limited offering exemption. To rely on it, you’ll need to file a Limited Offering Exemption Notice (LOEN) with the DFPI.
  • Do I need to file a notice each time the corporation issues new shares of common stock?
    If you issue additional securities that aren’t included in the original exempt offering, you’ll need to file a new Limited Offering Exemption Notice.
  • When must the Limited Offering Exemption Notice be filed?
    A Limited Offering Exemption Notice must be filed within 15 calendar days of the first California sale. If the notice was missed or requested by the commissioner, it must be filed within 15 business days. Advance filing is permitted.
  • How long does it take DFPI to process the Section 25102(f) exemption notice before it is effective?
    The notice is filed and effective when it is date-stamped as received by DFPI.
Section 25102(o) Notice Filing FAQs
  • What are the requirements for claiming the employee benefit plan exemption?

    To use the 25102(o) exemption, you must meet three key requirements:

    1. The securities granted under your plan must qualify for the federal Rule 701 exemption.
    2. Your stock option or stock purchase plan must follow the merit review rules in Title 10, sections 260.140.40–260.140.46.
    3. You must file the required employee benefit plan exemption notice (plus fees and any needed consent to service of process) with the DFPI within 30 days of the first issuance.
  • Is it necessary to file a Section 25102(o) exemption notice each time the company issues securities under the plan?
    No. Because the 25102(o) exemption applies to the entire transaction, your first notice should include all securities that may be issued under the plan. You only need to file another notice if you later amend the plan to add more securities, and that notice covers only the newly added amount.
  • The notice form refers to a "Flexible" Purchase/Option Plan or Agreement. What is a "flexible" plan?
    A “flexible” plan is an employee benefit plan that combines both stock option and stock purchase programs.
  • Can I get a waiver of the excess fee?
    No. The Code and Rules don’t allow excess fees to be waived. You can, however, split the remaining balance into multiple payments if needed. Just keep in mind that the notice isn’t officially filed until the full amount has been received.

RASi is your trusted partner

When you choose RASi, you gain a dedicated partner for legal document handling and business compliance management. Our commitment is simple: deliver the best service at the best price so that you can stay compliant with confidence.
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