An offering of securities under California law is either a qualified offering, exempt from qualification or illegal.
Generally speaking, qualifying securities is expensive so your best bet is to identify an exemption and a commonly used California exemption that works for a lot of new companies is Cal Corp Code §25102(f). This section provides an exemption from qualification of any offer or sale of a security that meets the following criteria:
1. Sales of the security are not made to more than 35 persons.
2. All of the purchasers either have a preexisting personal or business relationship with the offeror or any of its partners, officers, directors or controlling persons.
3. Each purchaser represents that the purchaser is purchasing for the purchaser's own account and not with a view to or for sale in connection with any distribution of the security.
4. The offer and sale of the security is not accomplished by the publication of any advertisement.
It is necessary also to file a Limited Offering Exemption Notice to the California Department of Corporations.
For the purposes of California law, the above exemption frequently works for new enterprises because the investors likely have an existing relationship with the management of the new company and the number of investors is limited.
Any offering of securities must also comply with federal laws regarding the offering of securities.
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( 2.9 / 107 )Several days ago I received a call regarding a Brazilian Investment Visa. Considering that Brazil is one of the only robust economies in 2009, I suspect that interest in this Investment Visa will increase as Americans and other foreigners seek to work and participate in the growth of Brazil and therefore I am posting the information here.
Obtaining the Brazilian Investor Visa is a three step process. It is at times cumbersome but is considered the only sure way of acquiring a permanent visa.
The first step is to identify an appropriate investment. Current Brazilian rules and regulations require an investment in the amount of R$150,000 (one hundred fifty thousand reais). At the time of this posting, this was the equivalent of $81,255.00 USD. The investor seeking the permanent visa will also need to identify a Brazilian national or a foreigner with a permanent Brazilian visa to sponsor them in the process. Investments of less than R$150,000 will also be considered, but the investor should be aware that investments of lesser amounts will be scrutinized using more subjective criteria like the number of jobs created in Brazil or the importance of the investment to a certain region within Brazil.
The second step is the actual remittance of the investment. There must be a registration of the foreign investment at the Brazilian Central Bank and all parties to the investment, including the bank, should execute an exchange contract, as this will be used to apply for the visa.
The third step is to file the application of the visa to the General Coordination of Immigration of the Brazilian Labor Ministry. Once the application is completed and filed, authorization of the visa is usually granted within 8-9 weeks. The investor must collect the visa within six months from the Brazilian Consulate and must travel to Brazil within 90 days from the issuance of the visa.
The other option, of course is to marry a Brazilian. I am not a matchmaker, but I can help you navigate the above legal process.
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