The State Limited Offering Exemption Notice (LOEN) is the form a company files with the California Department of Financial Protection and Innovation to claim the exemption under Corporations Code Section 25102(f) when it sells stock or other securities to a small, private group of investors. Every issuer that raises money in California from a limited group of buyers, like a startup selling founder shares or an LLC raising from friends and family, must file this notice to stay exempt from full state securities qualification.
This form solves a costly problem. When you sell shares, California law treats those shares as securities that must be qualified, unless you fit an exemption. The LOEN is how you tell the state you fit, and missing it can put your whole offering out of compliance. The notice must be filed no later than 15 calendar days after the first sale of a security in California, and most filers complete it through the state’s online self-service portal.
Filing fees for the LOEN run from just $25 to $300 depending on the size of your raise, which makes it one of the cheapest compliance steps a young company will ever face, yet one of the most overlooked.
Here is what you will learn in this guide:
- 🧾 What the 25102(f) notice is and who must file it
- 📋 The exact documents and numbers to gather before you start
- ✍️ A line-by-line walkthrough of every box on the form
- 💵 The current filing fees, deadlines, and how to file each way
- ⚠️ The most common mistakes that void the exemption and how to dodge them
What the Form Is and Who Must File It
The Limited Offering Exemption Notice is a one-page filing that issuers submit to claim the private-offering exemption in Section 25102(f) of the California Corporate Securities Law of 1968. The form is also called the “25102(f) notice” or “LOEN,” and the same form covers a related filing under Rule 260.103. The receiving agency is the California Department of Financial Protection and Innovation, formerly the Department of Business Oversight, so older copies of the form still print the old agency name.
You must file if you sell securities in California and rely on the 25102(f) exemption. To qualify for that exemption, your offering must meet four tests under the statute: sales are made to no more than 35 non-excluded persons, all buyers have a preexisting relationship with the company or enough financial sophistication to protect themselves, each buyer is investing for their own account and not to resell, and the offering uses no public advertising. A husband and wife count as one person, and an entity not formed just to buy the securities also counts as one person.
The most common filers are early-stage startups issuing shares to founders and angel investors, small LLCs raising seed capital, professional corporations issuing stock to owner-professionals, and real estate ventures raising from a tight investor group. Marcus, a founder splitting stock among three co-founders, files this notice. So does Janet, who runs an LLC raising $80,000 from six family members. Even if your investors live outside California, you still count them toward the 35-person cap, and you still file if a sale happens in the state.
This notice is unique to California. There is no national version, and other states use their own forms and their own statutes, so a notice filed in California does not satisfy any other state’s rules.
Before You Start: Documents and Information You Need
Gathering your facts before you open the form saves you from guessing in a box, and a wrong guess here can cost you the exemption. The form asks for precise legal and financial details, so collect these items first.
- Your company’s exact legal name as registered with the Secretary of State, because a nickname or trade name will not match state records and can delay processing.
- The street address and mailing address of your principal place of business, since the state mails official notices there and a bad address means you miss them.
- The phone number of your principal office, used if the state has questions about your notice.
- The state or jurisdiction where your company is incorporated or organized, because California treats out-of-state issuers differently and may require a consent to service of process.
- The name or title of each class of security you are selling, such as common stock or membership units, so the state knows what you issued.
- The total dollar value of the securities you plan to sell, both the California portion and the total offering, because this number sets your filing fee.
- The federal exemption rule you are using, if any, such as Rule 506(b) or 506(c) of Regulation D, since the form asks whether you filed with the SEC.
- The name and title of the authorized person who will sign, because only an officer, director, general partner, trustee, or the company’s attorney may sign.
- A credit card or payment method for the filing fee, which ranges from $25 to $300.
- For out-of-state issuers, a completed consent to service of process on Form 260.165, because California corporations are exempt from this but everyone else must attach it.
If any item is missing, stop and find it. A blank or wrong field is the fastest way to a rejected filing or a void exemption.
Where to Get the Form and How to Access It
The official form lives with the California Department of Financial Protection and Innovation, and the full form text and instructions appear in Title 10, Section 260.102.14 of the California Code of Regulations. The form’s legal heading reads “Notice of Transaction Pursuant to Corporations Code Section 25102(f),” and that exact title confirms you have the right document. Because the agency was renamed from the Department of Business Oversight, you may see the form reference the old “www.dbo.ca.gov” web address, which now redirects to the DFPI.
The main way to access and file the form is online. Since July 2005, the state has required issuers to file the 25102(f) notice electronically through the DFPI portal, unless the issuer qualifies for a hardship exception. You create an account, choose the quick-notice filing option, and the portal walks you through the same items found on the paper form. The online system date-stamps your filing, which is your proof of timely submission.
You may use a paper version only if you claim hardship, meaning you cannot use a computer or provide the requested information without unreasonable burden or expense. Aisha, who runs a tiny rural business with no reliable internet, might claim hardship and mail her form. Most filers cannot, so plan to file online.
The current form carries amendment history through 2014 under the regulation, so confirm the heading and agency name before you submit to be sure you are using the version the DFPI accepts today.
Step-by-Step: How to Fill Out the 25102(f) Notice Line by Line
The form is short, but each item carries weight, and a slip in any box can undo the exemption. Work through the items in the order they appear, using the exact box labels printed on the form.
Fee Box: Circle the Filing Fee
The form opens with a fee line that reads “FEE: $25.00 $35.00 $50.00 $150.00 $300.00,” and you circle the amount that matches your offering size. To answer it, match your total offering value to the fee tiers set by Section 25608(c): $25 for $25,000 or less, $35 for $25,001 to $100,000, $50 for $100,001 to $500,000, $150 for $500,001 to $1,000,000, and $300 for over $1,000,000. For example, Marcus is raising $400,000, so he circles $50.00. If you file online, the portal calculates this fee for you based on the value you enter. A common mistake is circling a fee that is too low to save money, which underpays the filing and can cause the state to reject it as incomplete. Many filers wrongly believe the fee is based only on the California portion, but the tiers use the value of all securities proposed to be sold.
Item A: Check the Exemption Box
Item A asks you to check the box for the exemption you are relying on, either 25102(f) or Rule 260.103. To answer it, check the 25102(f) box if you are selling securities in a private offering to a limited group, which is the usual case. For example, Janet’s LLC is raising from six family members, so she checks the 25102(f) box. The edge case is a recapitalization or change in the rights of existing securities, where you instead rely on Rule 260.103. A common mistake is checking 260.103 when you are actually issuing new shares, which describes the wrong transaction and can invalidate the notice. People often think these two boxes are interchangeable, but they cover very different transactions.
Item 1: Issuer’s Legal Name
Item 1 asks for the issuer’s legal name, meaning the exact name of the company selling the securities. To answer it, write the full legal name as registered with the Secretary of State, including the corporate suffix like Inc. or LLC. For example, Marcus writes Brightpath Robotics, Inc. and not “Brightpath.” The edge case is a company that uses a “doing business as” name, where you still must use the registered legal name, not the DBA. A common mistake is entering a brand name or shorthand, which fails to match state records and stalls the filing. Filers often assume any recognizable version of the name works, but the state cross-references the legal name on file.
Item 2: Principal Place of Business Address
Item 2 asks for the street address, and the mailing address if different, of your principal place of business. To answer it, enter the street, city, state, and zip in the boxes provided, then repeat for the mailing address if it differs. For example, Janet enters 742 Oakmont Drive, Sacramento, CA 95814 as both her street and mailing address. The edge case is a company that uses a P.O. Box for mail, where you list the physical street address first and the P.O. Box as the mailing address. A common mistake is giving only a P.O. Box with no street address, which the state may treat as incomplete because it needs a physical location. People wrongly believe a registered-agent address is enough, but the form wants the company’s actual principal office.
Item 3: Telephone Number
Item 3 asks for the telephone number of your principal place of business. To answer it, write a working phone number where the state can reach the company. For example, Marcus enters (415) 555-0182. The edge case is a remote company with no central office line, where you list the best direct number for a responsible officer. A common mistake is listing a disconnected or personal cell that no one answers, which means you miss state questions about your filing. Filers sometimes think this field is optional, but a reachable number helps resolve issues fast.
Item 4: State of Incorporation or Organization
Item 4 asks for the state or jurisdiction whose laws govern your company’s formation. To answer it, name the state where you incorporated or organized, such as Delaware or California. For example, Brightpath Robotics is a Delaware C-corp, so Marcus writes Delaware. The edge case is a company not organized under any jurisdiction’s laws, where you write the place where the issuer is domiciled and add the word “(domicile)” in parentheses. A common mistake is writing California just because the office is there, when the company was actually formed in Delaware, which misstates the issuer’s legal home. Filers often confuse the place of business with the place of incorporation, but these are separate facts and Item 4 wants the state of formation.
Item 5: Class or Title of Security
Item 5 asks for the name or title of each class or type of security you are selling. To answer it, list each security type plainly, such as common stock, preferred stock, or LLC membership units. For example, Janet writes Class A Membership Units for her LLC raise. The edge case is a convertible note or SAFE, where you describe the instrument by its actual name, such as a convertible promissory note. A common mistake is leaving this blank or writing “equity,” which fails to identify what you actually sold. People sometimes think only stock counts as a security, but notes, units, and investment contracts all qualify and must be named here.
Item 6: Value of Securities (California and Total Offering)
Item 6 asks for the value of the securities, split into a California column and a Total Offering column, with three lines: (a)(i) in money, (ii) in consideration other than money, and (iii) the total of (i) and (ii). To answer it, enter the dollar value of cash investments on line (i), the value of any non-cash consideration like services or property on line (ii), and the sum on line (iii), filling in both columns per Section 25608(g). For example, Marcus raises $300,000 cash from California investors and $100,000 from out-of-state investors, so he writes $300,000 in the California (i) box and $400,000 in the Total Offering (i) box, carrying those down to the totals. The edge case is stock issued for services or property, where you value the non-cash consideration at fair market value on line (ii). A common mistake is leaving the Total Offering column blank and filling only the California column, which understates the offering and can mis-set your fee. Filers wrongly assume they only report the California portion, but the form needs both the in-state and total figures.
Item 7: Federal Filing Reference
Item 7 asks how the transaction was handled under federal law, meaning whether it was registered or exempt with the SEC. To answer it, write “Registration Statement” if the offering was federally registered, insert the rule number if you filed under a federal exemption like Rule 506, or write “none” if no federal filing was made. For example, Brightpath relied on Rule 506(b) of Regulation D and filed a Form D with the SEC, so Marcus writes Rule 506(b). The edge case is a purely intrastate raise with no SEC filing, where you simply write none. A common mistake is writing “none” when you actually filed a federal Form D, which creates a mismatch between your state and federal records. Many founders believe the state and federal filings are the same thing, but a federal Form D does not replace the California 25102(f) notice, and both may be required.
Item 8: Hardship Exception
Item 8 applies only if you are not filing electronically, and it asks you to claim a hardship exception. To answer it, leave this blank if you file online, or if you must file on paper, check the box that fits, either that computer equipment is unavailable without unreasonable burden, or that you cannot provide the requested information online, then describe the reason. For example, Aisha checks the box that computer equipment is unavailable and writes a short explanation of her lack of reliable internet. The edge case is a one-time technical outage, which usually does not qualify as a true hardship. A common mistake is filing on paper without completing Item 8, which the state can reject because paper filing is allowed only with a valid hardship claim. Filers often think they can choose paper for convenience, but online filing is the default rule and paper is the rare exception.
Item 9: Consent to Service of Process
Item 9 covers the consent to service of process, which lets California serve legal papers on out-of-state issuers. To answer it, California corporations skip this, while every other issuer either checks the box stating a consent is already on file or attaches a new consent on Form 260.165. For example, Brightpath is a Delaware corporation with no consent on file, so Marcus attaches a completed Form 260.165. The edge case is an out-of-state LLC that filed a consent for a prior offering, which can simply check the box that the consent is already on file. A common mistake is an out-of-state issuer skipping this entirely, which leaves the notice incomplete and can void the exemption. Filers wrongly assume only corporations need this, but any non-California issuer, including LLCs and partnerships, must address Item 9.
Item 10: Date, Signature, and Contact
Item 10 is the date, signature, and contact block, which certifies the notice and identifies who to call with questions. To answer it, have an authorized officer, director, general partner, trustee, or the issuer’s attorney sign and date it, print the signatory’s name and title, and add a contact name, phone, and address if different from the signer. For example, Marcus signs as CEO, Brightpath Robotics, Inc., dates it, and lists himself as the contact. The edge case is a company whose attorney files on its behalf, where the attorney may sign and should list themselves as the contact person. A common mistake is having an unauthorized person sign, such as an outside bookkeeper, which makes the certification invalid. People often think any employee can sign, but only the specific roles named in the rule have authority to sign this notice.
Three Filled-Out Examples Using Real Scenarios
These three scenarios show how different filers complete the same form from start to finish. Each follows one named person through the key boxes.
Scenario 1: Marcus, a Delaware startup raising $400,000 from angels
| Form Section | What Marcus Enters |
|---|---|
| Fee Box | Circles $50.00 for a $400,000 offering |
| Item A | Checks 25102(f) |
| Item 1 (legal name) | Brightpath Robotics, Inc. |
| Item 2 (address) | 500 Howard St, San Francisco, CA 94105 |
| Item 4 (jurisdiction) | Delaware |
| Item 5 (security) | Series Seed Preferred Stock |
| Item 6 (value) | California $300,000; Total $400,000 |
| Item 7 (federal) | Rule 506(b) |
| Item 9 (consent) | Attaches Form 260.165 (Delaware issuer) |
| Item 10 (signature) | Signs as CEO |
Scenario 2: Janet, a California LLC raising $80,000 from family
| Form Section | What Janet Enters |
|---|---|
| Fee Box | Circles $35.00 for an $80,000 offering |
| Item A | Checks 25102(f) |
| Item 1 (legal name) | Oakmont Catering, LLC |
| Item 2 (address) | 742 Oakmont Dr, Sacramento, CA 95814 |
| Item 4 (jurisdiction) | California |
| Item 5 (security) | Class A Membership Units |
| Item 6 (value) | California $80,000; Total $80,000 |
| Item 7 (federal) | none |
| Item 9 (consent) | Skips (California issuer) |
| Item 10 (signature) | Signs as Managing Member |
Scenario 3: David, a real estate venture raising $1,500,000 from accredited investors
| Form Section | What David Enters |
|---|---|
| Fee Box | Circles $300.00 for a $1.5M offering |
| Item A | Checks 25102(f) |
| Item 1 (legal name) | Riverside Equity Partners, LP |
| Item 2 (address) | 88 Market St, San Diego, CA 92101 |
| Item 4 (jurisdiction) | California |
| Item 5 (security) | Limited Partnership Interests |
| Item 6 (value) | California $900,000; Total $1,500,000 |
| Item 7 (federal) | Rule 506(c) |
| Item 9 (consent) | Checks box, consent on file |
| Item 10 (signature) | Signs as General Partner |
How to File the Completed Form
You can file the LOEN online, by mail, or in person, but online is the required default. Each channel has its own steps, fees, and proof to keep.
Online through the DFPI portal. Go to the DFPI self-service portal, register for an account, and choose the quick-notice filing for the 25102(f) Limited Offering Exemption Notice. The fee runs from $25 to $300 based on your offering value, and the portal accepts credit card payment. Processing is immediate in the sense that the system date-stamps your submission, and you should save the confirmation page and receipt number as your proof of filing. This is the channel almost every filer must use.
By mail (hardship only). If you qualify for a hardship exception under Item 8, mail the completed paper form with a check for the fee to the DFPI. Mail filings take longer to post, so send them well before the 15-day deadline and keep a copy of the form, the check, and a certified-mail receipt as proof. Use this channel only if you genuinely cannot file online.
In person (hardship only). A hardship filer may also hand-deliver the paper form and fee to a DFPI office. Keep a date-stamped copy returned by the clerk as your proof of filing. Like mail, this option exists only for valid hardship cases.
Whatever channel you use, your proof-of-filing matters because it shows you met the 15-calendar-day deadline after your first California sale. Without that proof, you cannot show timely compliance if the state ever asks.
What Happens After You File
After you submit the notice, the DFPI records your filing and assigns it a file number, which it uses to track your company’s exemption. The notice is a filing, not an application, so the state does not “approve” or “reject” the exemption itself; instead, the notice perfects the exemption you already qualified for under the statute. You should keep your confirmation and file number with your corporate records, since investors and future buyers will ask for proof during due diligence.
If you filed late or made an error, the state can still treat the notice as filed in some cases, but only if the late filing was not intentionally disregarded. The commissioner can also demand a notice, and once demanded, you have 15 business days to file. A missed or knowingly ignored filing can put your exemption at risk, which exposes the company and its officers to rescission claims, where investors may demand their money back. For that reason, treat the filing date as a hard deadline and store your proof carefully.
Mistakes to Avoid When Filling Out the Form
Each box on this short form is its own chance to slip, and the consequences range from a bounced filing to a lost exemption. Watch for these errors.
- Filing after the 15-day deadline, which can void the exemption and expose you to rescission claims.
- Using a brand name instead of the legal name in Item 1, which fails to match state records and stalls processing.
- Circling the wrong fee tier, which underpays the filing and gets it rejected as incomplete.
- Filling only the California column in Item 6, which understates the offering and can mis-set your fee.
- Writing “none” in Item 7 when you filed a federal Form D, which creates a state-federal mismatch.
- Skipping the consent to service in Item 9 as an out-of-state issuer, which leaves the notice incomplete.
- Having an unauthorized person sign Item 10, which makes the certification invalid.
- Filing on paper with no hardship claim in Item 8, which the state can reject outright.
- Counting a married couple as two purchasers, which can wrongly push you over the 35-person cap.
- Advertising the offering publicly, which breaks a core condition and kills the 25102(f) exemption.
- Using a P.O. Box with no street address in Item 2, which the state may treat as incomplete.
- Assuming the federal Form D covers California, which leaves the state filing undone and the offering non-compliant.
Do’s and Don’ts
These quick rules keep your filing clean and your exemption safe.
Do’s – Do file within 15 calendar days of your first California sale, because the deadline is strict and proof of timing protects you. – Do use your exact registered legal name, because the state matches it against Secretary of State records. – Do report both the California and Total Offering values, because the form and your fee depend on both. – Do file online through the DFPI portal, because it is the required default and gives an instant date stamp. – Do save your confirmation and file number, because investors will ask for them during due diligence. – Do attach Form 260.165 if you are an out-of-state issuer, because California needs your consent to service.
Don’ts – Don’t advertise the offering, because public solicitation breaks the exemption’s no-advertising rule. – Don’t sell to more than 35 non-excluded persons, because exceeding the cap voids the exemption. – Don’t let an unauthorized person sign, because only named roles can certify the notice. – Don’t rely on a federal Form D alone, because it does not satisfy the California filing. – Don’t guess at the fee tier, because underpaying gets the notice rejected. – Don’t file on paper without a real hardship, because the state can refuse it.
Pros and Cons of Filing on Your Own vs. With Help
Many founders file the LOEN themselves, while others hire a securities attorney. Each path has trade-offs.
Pros of filing on your own – It is cheap, since the only cost is the $25 to $300 fee, which saves on legal bills. – It is fast, because the online portal walks you through each item in minutes. – It builds your own understanding of the offering and its rules. – It works well for simple raises, like founder shares or small family rounds. – It keeps you in control of timing, so you can file the moment your first sale closes.
Cons of filing on your own – You risk misjudging whether you actually qualify, which can void the exemption. – You may misvalue the offering or miss the federal interaction in Item 7. – You carry full responsibility if a box is wrong, with no professional to catch it. – Complex raises, like priced rounds with out-of-state investors, can trip you up. – A single missed deadline can trigger rescission rights for every investor.
When help is worth it – An attorney is worth the cost for larger raises, multi-state offerings, or any deal where the 35-person cap, accreditation, or federal Rule 506 status is in doubt, because a small legal fee is far cheaper than a void exemption.
Limited Offering Exemption Notice vs. Federal Form D
These two filings often happen together but are not the same, and confusing them is a top mistake.
| Feature | California LOEN (25102(f)) |
|---|---|
| Filed with | California DFPI |
| Legal basis | Corporations Code Section 25102(f) |
| Deadline | 15 calendar days after first California sale |
| Fee | $25 to $300 by offering size |
| Purchaser limit | 35 non-excluded persons |
| Federal equivalent | Does not replace the SEC Form D |
The federal Form D is filed with the SEC under Regulation D within 15 days of the first sale, and a company doing a Rule 506 raise in California often files both the federal Form D and the state LOEN. One does not substitute for the other.
FAQs
Do I have to file the 25102(f) notice if I only sold shares to founders? Yes. Selling founder shares is still a sale of securities in California, so you must file the notice within 15 calendar days of that first sale to claim the exemption.
Is the filing deadline really only 15 days? Yes. The notice is due no later than 15 calendar days after the first sale of a security in the transaction in California, and missing it can void your exemption.
Do I write the California amount or the total amount in Item 6? No, you do not pick one. Item 6 has two columns, so you enter the California portion in one column and the full offering value in the Total Offering column.
Do I check the 25102(f) box or the 260.103 box in Item A? Yes, check 25102(f) for a normal private offering of new securities; use 260.103 only for a change in the rights of existing securities.
Do I list my brand name or my legal name in Item 1? No brand names. Item 1 requires the exact legal name registered with the Secretary of State, including the Inc. or LLC suffix.
Does a married couple count as two of my 35 purchasers? No. A husband and wife, with any trustee for their minor children, count as a single person under the statute.
Do I still file in California if my company is a Delaware corporation? Yes. Any issuer selling in California files, and out-of-state issuers must also attach a consent to service of process on Form 260.165.
Does filing a federal Form D satisfy the California notice? No. The federal Form D and the California 25102(f) notice are separate filings, and a Rule 506 raise in California usually needs both.
Can I file the form on paper to avoid the online portal? No, not by choice. Paper filing is allowed only if you claim a valid hardship exception under Item 8, since online filing is the default rule.
Do I have to pay a fee even for a tiny raise? Yes. The minimum fee is $25 for offerings of $25,000 or less, and it rises to $300 for offerings over $1,000,000.
Does advertising my raise on social media break the exemption? Yes. The 25102(f) exemption forbids public advertising, so a public solicitation can disqualify the entire offering.
Can my accountant or bookkeeper sign Item 10 for me? No. Only an authorized officer, director, general partner, trustee, or the issuer’s attorney may sign and certify the notice.
Do I need to file a new notice every time I sell more shares in the same round? No. One notice covers the whole transaction, so no further 25102(f) notices are required for later sales in the same offering.
Does a late filing automatically void my exemption? No, not always. A late notice can still be treated as filed if the deadline was not intentionally disregarded, but you should never rely on that grace.
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