SB 647: Real estate investments: securities: qualification exemption.

(1)Existing law, the Real Estate Law, requires any transaction that involves the sale of, or an offer to sell, a note secured directly by an interest in one or more parcels of real property, or the sale of an undivided interest in a note secured directly by one or more parcels of real property, to comply with specified requirements. Existing law limits, to the allowable percentage of the current market value of a property, as specified, the aggregate principal amount of the note or interest sold. Existing law requires a broker to make reasonable efforts to ensure the offer or sale of notes or interest in notes to be secured by a lien on real property or a business opportunity, meets certain criteria, including, among others, that the investment in the notes is suitable and appropriate for the purchaser. To meet this requirement, a broker may obtain a completed investor questionnaire from each person to whom the broker offers or sells the notes and deeds of trust.

This bill would modify the allowable percentage of the current market value that can be sold, as specified. The bill would require the investor questionnaire to be completed within a specific time before the sale, modify the requirement for subsequent questionnaires, and remove the necessity of a broker obtaining an annually updated completed investor questionnaire from each person to whom the broker offered or sold notes and deeds of trust. The bill would update the address of the Real Estate Commissioner on a required notice.

(2)Existing law, the Corporate Securities Law of 1968, provides that it is unlawful to offer or sell any security in this state unless the offer and sale of the security has been qualified with the Commissioner of Business Oversight, or the security or transaction is exempt from qualification. That law also provides that all offers and sales of a security are subject to antifraud provisions, which require information provided to offerees and purchasers to be true and to not omit any material facts necessary to prevent the statements made from being misleading. That law requires an issuer engaged in the business of purchasing, selling, financing, or brokering real estate, that relies on specified transactions exemptions or a securities exemption from qualification for an offering that involves the offer or sale of securities to a person who is not an accredited investor to provide additional information to the Commissioner of Business Oversight regarding the nature of the proposed offering on a form prescribed by the commissioner.

This bill would remove from these requirements to provide additional information to the commissioner, an offering of securities that relies on an exemption for a security that is a promissory note secured by a lien on real property, which is neither one of a series of notes of equal priority secured by interests in the same real property nor a note in which beneficial interests are sold to more than one person or entity.