Amended IN Senate July 08, 2020 Amended IN Assembly May 21, 2020 Amended IN Assembly May 04, 2020 CALIFORNIA LEGISLATURE 20192020 REGULAR SESSION Assembly Bill No. 2150Introduced by Assembly Member CalderonFebruary 10, 2020 An act to amend, repeal, and add Sections 25019 and 25531 of the Corporations Code, relating to corporate securities. relating to corporate securities.LEGISLATIVE COUNSEL'S DIGESTAB 2150, as amended, Calderon. Corporate securities: exception: digital assets. limited exemption: study.Existing law, the Corporate Securities Law of 1968, provides for the regulation of the issuance of corporate securities, requires the qualification of an offer or sale of securities, and provides for exemptions from qualification with the Commissioner of Business Oversight. Existing law defines a security to mean a note, stock, and, among other things, an investment contract. For the purposes of authorizing specified items that may be included in articles of incorporation, with regard to the keeping of certain records by a corporation that does not have outstanding securities listed on specified stock exchanges, existing law defines blockchain technology to mean a mathematically secured, chronological, and decentralized consensus ledger or database.This bill would require the Department of Business Oversight to conduct a study to determine the feasibility of enacting in California a measure equivalent to the Proposed Securities Act Rule 195Time-Limited Exemption for Tokens, as specified, and to report its findings to the Legislature. The bill would require the study to evaluate certain subjects, including the potential benefits and costs of the exemption to the state. The bill would require the department to present the report to the Legislature on or before January 1, 2022, would prescribe certain subjects that report is to include, and would specify the method of its delivery.This bill, until January 1, 2026, would create an exception from the above definition by providing that a digital asset meeting specified criteria is presumptively not an investment contract within the meaning of a security. The bill would allow that presumption to be rebutted upon good cause shown by a preponderance of the evidence by the Commissioner of Business Oversight, as specified.Existing law authorizes the Commissioner of Business Oversight to make public or private investigations to determine if a person has violated or is about to violate any provision of the Corporate Securities Law of 1968 and, among other powers, to publish information concerning any violation of this law. Existing law authorizes the commissioner, in making an investigation, to take temporary possession of the books, records, accounts, and other papers pertaining to the business of any broker-dealer or investment adviser, as specified, and to administer oaths, subpoena witnesses, and take various other legal actions related to an investigation.This bill would provide that the authority of the commissioner to investigate a person for a potential violation of the Corporate Securities Law of 1968 is not constrained by the rebuttable presumption described above. The bill would repeal these provisions on January 1, 2026.Digest Key Vote: MAJORITY Appropriation: NO Fiscal Committee: YES Local Program: NO Bill TextThe people of the State of California do enact as follows:SECTION 1. (a) Pursuant to the requirements of this section, the Department of Business Oversight shall conduct a study to determine the feasibility of enacting in California a measure equivalent to the Proposed Securities Act Rule 195Time-Limited Exemption for Tokens, as proposed by Commissioner Pierce of the United States Securities and Exchange Commission, and report its findings to the Legislature.(b) The study required by subdivision (a) shall provide for the participation of stakeholders from regulatory agencies, private industry, consumer protections groups, and blockchain advocacy groups. The study shall evaluate all of the following:(1) The exemptions potential benefits and costs to the state.(2) The exemptions potential impact on consumer protections.(3) The appropriate minimum standards for businesses in order to qualify for the exemption.(c) The report required by subdivision (a) shall be presented to the Legislature on or before January 1, 2022, and shall include, at a minimum, the following:(1) Recommendations to the Legislature for enacting the exemption in California.(2) Definitions of key terms necessary for the successful enactment of the exemption in California.(3) Identification of concerns with the proposed exemption.(4) Suggestions for regulatory frameworks that allow innovation and growth in blockchain and crypto currency technology while preserving consumer protections.(d) (1) The report to be provided pursuant to this section shall be submitted in compliance with Section 9795 of the Government Code.(2) This section shall remain in effect only until January 1, 2025, and as of that date is repealed, unless a later enacted statute that is enacted before January 1, 2025, deletes or extends that date.
Amended IN Senate July 08, 2020 Amended IN Assembly May 21, 2020 Amended IN Assembly May 04, 2020 CALIFORNIA LEGISLATURE 20192020 REGULAR SESSION Assembly Bill No. 2150Introduced by Assembly Member CalderonFebruary 10, 2020 An act to amend, repeal, and add Sections 25019 and 25531 of the Corporations Code, relating to corporate securities. relating to corporate securities.LEGISLATIVE COUNSEL'S DIGESTAB 2150, as amended, Calderon. Corporate securities: exception: digital assets. limited exemption: study.Existing law, the Corporate Securities Law of 1968, provides for the regulation of the issuance of corporate securities, requires the qualification of an offer or sale of securities, and provides for exemptions from qualification with the Commissioner of Business Oversight. Existing law defines a security to mean a note, stock, and, among other things, an investment contract. For the purposes of authorizing specified items that may be included in articles of incorporation, with regard to the keeping of certain records by a corporation that does not have outstanding securities listed on specified stock exchanges, existing law defines blockchain technology to mean a mathematically secured, chronological, and decentralized consensus ledger or database.This bill would require the Department of Business Oversight to conduct a study to determine the feasibility of enacting in California a measure equivalent to the Proposed Securities Act Rule 195Time-Limited Exemption for Tokens, as specified, and to report its findings to the Legislature. The bill would require the study to evaluate certain subjects, including the potential benefits and costs of the exemption to the state. The bill would require the department to present the report to the Legislature on or before January 1, 2022, would prescribe certain subjects that report is to include, and would specify the method of its delivery.This bill, until January 1, 2026, would create an exception from the above definition by providing that a digital asset meeting specified criteria is presumptively not an investment contract within the meaning of a security. The bill would allow that presumption to be rebutted upon good cause shown by a preponderance of the evidence by the Commissioner of Business Oversight, as specified.Existing law authorizes the Commissioner of Business Oversight to make public or private investigations to determine if a person has violated or is about to violate any provision of the Corporate Securities Law of 1968 and, among other powers, to publish information concerning any violation of this law. Existing law authorizes the commissioner, in making an investigation, to take temporary possession of the books, records, accounts, and other papers pertaining to the business of any broker-dealer or investment adviser, as specified, and to administer oaths, subpoena witnesses, and take various other legal actions related to an investigation.This bill would provide that the authority of the commissioner to investigate a person for a potential violation of the Corporate Securities Law of 1968 is not constrained by the rebuttable presumption described above. The bill would repeal these provisions on January 1, 2026.Digest Key Vote: MAJORITY Appropriation: NO Fiscal Committee: YES Local Program: NO
Amended IN Senate July 08, 2020 Amended IN Assembly May 21, 2020 Amended IN Assembly May 04, 2020
Amended IN Senate July 08, 2020
Amended IN Assembly May 21, 2020
Amended IN Assembly May 04, 2020
CALIFORNIA LEGISLATURE 20192020 REGULAR SESSION
Assembly Bill
No. 2150
Introduced by Assembly Member CalderonFebruary 10, 2020
Introduced by Assembly Member Calderon
February 10, 2020
An act to amend, repeal, and add Sections 25019 and 25531 of the Corporations Code, relating to corporate securities. relating to corporate securities.
LEGISLATIVE COUNSEL'S DIGEST
## LEGISLATIVE COUNSEL'S DIGEST
AB 2150, as amended, Calderon. Corporate securities: exception: digital assets. limited exemption: study.
Existing law, the Corporate Securities Law of 1968, provides for the regulation of the issuance of corporate securities, requires the qualification of an offer or sale of securities, and provides for exemptions from qualification with the Commissioner of Business Oversight. Existing law defines a security to mean a note, stock, and, among other things, an investment contract. For the purposes of authorizing specified items that may be included in articles of incorporation, with regard to the keeping of certain records by a corporation that does not have outstanding securities listed on specified stock exchanges, existing law defines blockchain technology to mean a mathematically secured, chronological, and decentralized consensus ledger or database.This bill would require the Department of Business Oversight to conduct a study to determine the feasibility of enacting in California a measure equivalent to the Proposed Securities Act Rule 195Time-Limited Exemption for Tokens, as specified, and to report its findings to the Legislature. The bill would require the study to evaluate certain subjects, including the potential benefits and costs of the exemption to the state. The bill would require the department to present the report to the Legislature on or before January 1, 2022, would prescribe certain subjects that report is to include, and would specify the method of its delivery.This bill, until January 1, 2026, would create an exception from the above definition by providing that a digital asset meeting specified criteria is presumptively not an investment contract within the meaning of a security. The bill would allow that presumption to be rebutted upon good cause shown by a preponderance of the evidence by the Commissioner of Business Oversight, as specified.Existing law authorizes the Commissioner of Business Oversight to make public or private investigations to determine if a person has violated or is about to violate any provision of the Corporate Securities Law of 1968 and, among other powers, to publish information concerning any violation of this law. Existing law authorizes the commissioner, in making an investigation, to take temporary possession of the books, records, accounts, and other papers pertaining to the business of any broker-dealer or investment adviser, as specified, and to administer oaths, subpoena witnesses, and take various other legal actions related to an investigation.This bill would provide that the authority of the commissioner to investigate a person for a potential violation of the Corporate Securities Law of 1968 is not constrained by the rebuttable presumption described above. The bill would repeal these provisions on January 1, 2026.
Existing law, the Corporate Securities Law of 1968, provides for the regulation of the issuance of corporate securities, requires the qualification of an offer or sale of securities, and provides for exemptions from qualification with the Commissioner of Business Oversight. Existing law defines a security to mean a note, stock, and, among other things, an investment contract. For the purposes of authorizing specified items that may be included in articles of incorporation, with regard to the keeping of certain records by a corporation that does not have outstanding securities listed on specified stock exchanges, existing law defines blockchain technology to mean a mathematically secured, chronological, and decentralized consensus ledger or database.
This bill would require the Department of Business Oversight to conduct a study to determine the feasibility of enacting in California a measure equivalent to the Proposed Securities Act Rule 195Time-Limited Exemption for Tokens, as specified, and to report its findings to the Legislature. The bill would require the study to evaluate certain subjects, including the potential benefits and costs of the exemption to the state. The bill would require the department to present the report to the Legislature on or before January 1, 2022, would prescribe certain subjects that report is to include, and would specify the method of its delivery.
This bill, until January 1, 2026, would create an exception from the above definition by providing that a digital asset meeting specified criteria is presumptively not an investment contract within the meaning of a security. The bill would allow that presumption to be rebutted upon good cause shown by a preponderance of the evidence by the Commissioner of Business Oversight, as specified.
Existing law authorizes the Commissioner of Business Oversight to make public or private investigations to determine if a person has violated or is about to violate any provision of the Corporate Securities Law of 1968 and, among other powers, to publish information concerning any violation of this law. Existing law authorizes the commissioner, in making an investigation, to take temporary possession of the books, records, accounts, and other papers pertaining to the business of any broker-dealer or investment adviser, as specified, and to administer oaths, subpoena witnesses, and take various other legal actions related to an investigation.
This bill would provide that the authority of the commissioner to investigate a person for a potential violation of the Corporate Securities Law of 1968 is not constrained by the rebuttable presumption described above. The bill would repeal these provisions on January 1, 2026.
## Digest Key
## Bill Text
The people of the State of California do enact as follows:SECTION 1. (a) Pursuant to the requirements of this section, the Department of Business Oversight shall conduct a study to determine the feasibility of enacting in California a measure equivalent to the Proposed Securities Act Rule 195Time-Limited Exemption for Tokens, as proposed by Commissioner Pierce of the United States Securities and Exchange Commission, and report its findings to the Legislature.(b) The study required by subdivision (a) shall provide for the participation of stakeholders from regulatory agencies, private industry, consumer protections groups, and blockchain advocacy groups. The study shall evaluate all of the following:(1) The exemptions potential benefits and costs to the state.(2) The exemptions potential impact on consumer protections.(3) The appropriate minimum standards for businesses in order to qualify for the exemption.(c) The report required by subdivision (a) shall be presented to the Legislature on or before January 1, 2022, and shall include, at a minimum, the following:(1) Recommendations to the Legislature for enacting the exemption in California.(2) Definitions of key terms necessary for the successful enactment of the exemption in California.(3) Identification of concerns with the proposed exemption.(4) Suggestions for regulatory frameworks that allow innovation and growth in blockchain and crypto currency technology while preserving consumer protections.(d) (1) The report to be provided pursuant to this section shall be submitted in compliance with Section 9795 of the Government Code.(2) This section shall remain in effect only until January 1, 2025, and as of that date is repealed, unless a later enacted statute that is enacted before January 1, 2025, deletes or extends that date.
The people of the State of California do enact as follows:
## The people of the State of California do enact as follows:
SECTION 1. (a) Pursuant to the requirements of this section, the Department of Business Oversight shall conduct a study to determine the feasibility of enacting in California a measure equivalent to the Proposed Securities Act Rule 195Time-Limited Exemption for Tokens, as proposed by Commissioner Pierce of the United States Securities and Exchange Commission, and report its findings to the Legislature.(b) The study required by subdivision (a) shall provide for the participation of stakeholders from regulatory agencies, private industry, consumer protections groups, and blockchain advocacy groups. The study shall evaluate all of the following:(1) The exemptions potential benefits and costs to the state.(2) The exemptions potential impact on consumer protections.(3) The appropriate minimum standards for businesses in order to qualify for the exemption.(c) The report required by subdivision (a) shall be presented to the Legislature on or before January 1, 2022, and shall include, at a minimum, the following:(1) Recommendations to the Legislature for enacting the exemption in California.(2) Definitions of key terms necessary for the successful enactment of the exemption in California.(3) Identification of concerns with the proposed exemption.(4) Suggestions for regulatory frameworks that allow innovation and growth in blockchain and crypto currency technology while preserving consumer protections.(d) (1) The report to be provided pursuant to this section shall be submitted in compliance with Section 9795 of the Government Code.(2) This section shall remain in effect only until January 1, 2025, and as of that date is repealed, unless a later enacted statute that is enacted before January 1, 2025, deletes or extends that date.
SECTION 1. (a) Pursuant to the requirements of this section, the Department of Business Oversight shall conduct a study to determine the feasibility of enacting in California a measure equivalent to the Proposed Securities Act Rule 195Time-Limited Exemption for Tokens, as proposed by Commissioner Pierce of the United States Securities and Exchange Commission, and report its findings to the Legislature.(b) The study required by subdivision (a) shall provide for the participation of stakeholders from regulatory agencies, private industry, consumer protections groups, and blockchain advocacy groups. The study shall evaluate all of the following:(1) The exemptions potential benefits and costs to the state.(2) The exemptions potential impact on consumer protections.(3) The appropriate minimum standards for businesses in order to qualify for the exemption.(c) The report required by subdivision (a) shall be presented to the Legislature on or before January 1, 2022, and shall include, at a minimum, the following:(1) Recommendations to the Legislature for enacting the exemption in California.(2) Definitions of key terms necessary for the successful enactment of the exemption in California.(3) Identification of concerns with the proposed exemption.(4) Suggestions for regulatory frameworks that allow innovation and growth in blockchain and crypto currency technology while preserving consumer protections.(d) (1) The report to be provided pursuant to this section shall be submitted in compliance with Section 9795 of the Government Code.(2) This section shall remain in effect only until January 1, 2025, and as of that date is repealed, unless a later enacted statute that is enacted before January 1, 2025, deletes or extends that date.
SECTION 1. (a) Pursuant to the requirements of this section, the Department of Business Oversight shall conduct a study to determine the feasibility of enacting in California a measure equivalent to the Proposed Securities Act Rule 195Time-Limited Exemption for Tokens, as proposed by Commissioner Pierce of the United States Securities and Exchange Commission, and report its findings to the Legislature.
### SECTION 1.
(b) The study required by subdivision (a) shall provide for the participation of stakeholders from regulatory agencies, private industry, consumer protections groups, and blockchain advocacy groups. The study shall evaluate all of the following:
(1) The exemptions potential benefits and costs to the state.
(2) The exemptions potential impact on consumer protections.
(3) The appropriate minimum standards for businesses in order to qualify for the exemption.
(c) The report required by subdivision (a) shall be presented to the Legislature on or before January 1, 2022, and shall include, at a minimum, the following:
(1) Recommendations to the Legislature for enacting the exemption in California.
(2) Definitions of key terms necessary for the successful enactment of the exemption in California.
(3) Identification of concerns with the proposed exemption.
(4) Suggestions for regulatory frameworks that allow innovation and growth in blockchain and crypto currency technology while preserving consumer protections.
(d) (1) The report to be provided pursuant to this section shall be submitted in compliance with Section 9795 of the Government Code.
(2) This section shall remain in effect only until January 1, 2025, and as of that date is repealed, unless a later enacted statute that is enacted before January 1, 2025, deletes or extends that date.