Cover Letter to First Notice of Transaction
(Qualified Purchaser Exemption) (CA)

Summary

This cover letter template may accompany the filing of a first notice of transaction under the qualified purchaser exemption provided under California law (see Cal. Corp. Code § 25102(n)). This template includes practical guidance and drafting notes. The Commissioner's regulations state that a first notice of transaction should be accompanied by a cover letter indicating that the filing is pursuant to Cal. Corp. Code § 25102(n) (see 10 CCR 260.102.16(a)(1)). This letter, the first notice of transaction, the consent to service of process, if required, and the $600 filing fee (see Cal. Corp. Code § 25608(x)) must be filed with the Department of Financial Protection and Innovation (see Dept. of Corps. Release No. 13-G (Revised; June 10, 2004)). Note that the first notice of transaction may also be filed electronically at the California Department of Financial Protection and Innovation’s website, at https://docqnet.dfpi.ca.gov. For more information on exempt offerings in California, see Exemptions from the Securities Qualification Requirements under California Law. For more on private placements generally, see Private Placements Resource Kit.