Corporations Code section 25541

(a)

Any person who willfully employs, directly or indirectly, any device, scheme, or artifice to defraud in connection with the offer, purchase, or sale of any security or willfully engages, directly or indirectly, in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person in connection with the offer, purchase, or sale of any security shall upon conviction be fined not more than ten million dollars ($10,000,000), or imprisoned pursuant to subdivision (a) of Section 1170 of the Penal Code for two, three, or five years, or be punished by both that fine and imprisonment.

(b)

Any issuer, as defined in Section 2 of the Sarbanes-Oxley Act of 2002 (Public Law 107-204), who willfully violates subdivision (a) shall upon conviction be fined not more than twenty-five million dollars ($25,000,000), or imprisoned pursuant to subdivision (a) of Section 1170 of the Penal Code for two, three, or five years, or be punished by both that fine and imprisonment.

Source: Section 25541, https://leginfo.­legislature.­ca.­gov/faces/codes_displaySection.­xhtml?lawCode=CORP§ionNum=25541.­ (updated Apr. 4, 2011; accessed Nov. 3, 2025).

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Verified:
Nov. 3, 2025

§ 25541's source at ca​.gov