25019.
(a) (1) “Security” means any of the following:(A) Note.
(B) Stock.
(C) Treasury stock.
(D) Membership in an incorporated or unincorporated association.
(E) Bond.
(F) Debenture.
(G) Evidence of indebtedness.
(H) Certificate of interest or participation in any profit-sharing agreement.
(I) Collateral trust certificate.
(J) Preorganization certificate or subscription.
(K) Transferable share.
(L) Investment contract, except any digital asset that meets one of the following criteria is presumptively not an investment contract (the presumption of which may be rebutted upon good cause shown by clear and convincing a preponderance of the evidence by the Commissioner):
(i) The asset is not acquired by the holder in exchange for the payment of fiat currency or another digital asset.
(ii) The asset is used on a fully operational network and the purpose of the asset is for a consumptive purpose, such as the access or consumption of goods, services, data, or the performance of useful functions other than as a medium of exchange or store of value.
(iii) The asset does not rely on the managerial efforts of others for its success, with the lack of managerial efforts of others evidenced by the absence of any identifiable person, project team, or management entity that is responsible for the development, improvement, oversight, or promotion of the asset or the related network, and
either:
(I) Any changes to the software code underlying that asset may be made by network participants.
(II) Voting rights over the functioning of the network are conferred to each holder of the asset.
(M) Viatical settlement contract or a fractionalized or pooled interest therein.
(N) Voting trust certificate.
(O) Certificate of deposit for a security.
(P) Interest in a limited liability company and any class or series of those interests (including any fractional or other interest in that interest), except a membership interest in a limited
liability company in which the person claiming this exception can prove that all of the members are actively engaged in the management of the limited liability company; provided that evidence that members vote or have the right to vote, or the right to information concerning the business and affairs of the limited liability company, or the right to participate in management, shall not establish, without more, that all members are actively engaged in the management of the limited liability company.
(Q) Certificate of interest or participation in an oil, gas or mining title or lease or in payments out of production under that title or lease.
(R) Put, call,
straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof).
(S) Put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency.
(T) Any beneficial interest or other security issued in connection with a funded employees’ pension, profit sharing, stock bonus, or similar benefit plan.
(U) In general, any interest or instrument commonly known as a “security.”
(V) Any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
(2) All of the foregoing are securities whether or not evidenced by a written document.
(b) “Security” does not include any of the following:
(1) Any beneficial interest in any voluntary inter vivos trust that is not created for the purpose of carrying on any business or solely for the purpose of
voting.
(2) Any beneficial interest in any testamentary trust.
(3) Any insurance or endowment policy or annuity contract under which an insurance company admitted in this state promises to pay a sum of money (whether or not based upon the investment performance of a segregated fund) either in a lump sum or periodically for life or some other specified period.
(4) Any franchise subject to registration under the Franchise Investment Law (Division 5 (commencing with Section 31000)), or exempted from registration by Section 31100 or 31101.
(c) This section
shall remain in effect only until January 1, 2026, and as of that date is repealed.