In an information containing 19 counts, filed by the district attorney of Los Angeles County, defendants Louis A. Sears and Albert Kiers were accused in Count I of the crime of criminal conspiracy (Pen. Code, § 182, subd. 1) to violate the Corporate Securities Law (Corp. Code, §§25009 and 26104). Twenty overt acts were alleged. Counts II through XI, and Count XIII charged violations of the foregoing sections of the Corporations Code. In Count XII, and in Counts XIV through XIX, defendant Sears was accused of the crime of grand theft. Only Counts I and II are of concern on this appeal since all other counts were either dismissed on motion of the district attorney, or the respective defendants were found not guilty thereof.

Count I, charging conspiracy, alleged that continuously through the period of time from about the first of January, 1950, to the filing of the information (February 16, 1953), the named defendants conspired, combined, confederated and agreed together, and with each other, and with divers other persons to violate the Corporate Securities Law.

In Count II, which charged the substantive offense of violating sections 25009 and 26104 of the Corporations Code, it was alleged that on or about the 21st day of August, 1950. in the county of Los Angeles, California, they did wilfully, unlawfully, feloniously and knowingly sell, issue and cause to be sold for value in the sum of Two Hundred Fifty Dollars ($250.00) to one Cornie Bouma, a security, to wit: shares of stock in the Sierra Nevada Oil Company, a corporation, organized under the laws of the State of Nevada for profit, without first having applied for and secured from the Commissioner of Corporations of the State of California, a permit so to do. Defendants were duly arraigned, and each made a motion to dismiss under section 995 of the Penal Code, which motions were granted. The People appealed and the order of dismissal was reversed with directions to the court below to deny said motions (People v. Sears, 124 Cal.App.2d 839 [ 265 P.2d 683 ]). Upon the going down of the remittitur, defendants were rearraigned, pleaded not. guilty as to all counts of the information, waived trial by jury, and the matter was submitted to the court upon a stipulated statement of facts, which also provided that all exhibits admitted at the preliminary examination were deemed admitted into evidence at the trial. Thereupon, the People rested and the defendants offered their evidence. After submission of the cause the court found defendants guilty on Counts I and II. Defendant Kiers was granted conditional probation and defendant Sears was sentenced to state prison. From the judgment of conviction defendant Sears alone prosecutes this appeal.

As to the stipulated statement of facts upon which the People relied for a conviction we regard the following, prepared by the attorney general, as a fair epitome thereof insofar as it pertains to Counts I and II upon which defendant . Sears was found guilty. It is as follows:

Defendant Sears testified that he purchased all of the outstanding stock of Western Eesearch Company; that it was a going business and had assets and that Western Eesearch Company owned no drilling site in the Cajon Pass area. He admitted contacting the Commissioner of Corporations to obtain a permit authorizing the corporation to drill at the Cajon Pass site; that he later abandoned this attempt and was instrumental in forming the corporation known as Sierra Nevada Oil Company under the laws of the State of Nevada. That this corporation owned a drilling site in the Cajon Pass area. He admitted the formation of the advisory committee referred to in the stipulated statement of facts. That practically all of the complaining witnesses were members of that committee, which held many meetings, and that the members thereof actually participated in the affairs of the corporation. Defendant Sears further testified that at these 'advisory committee meetings he usually addressed those present, but never “solicited any of those people to buy shares of stock”; that he would “give them the benefit of my honest thoughts, observations of the oil well, the drilling activities, and ask them for any advice that they could come up with.” In answer to the question, “Did you have any understanding or agreement, direct or indirectly with Mr. Kiers or anybody else whereby they were to solicit the public for the sale of stock of the Sierra Nevada Oil Co. f” defendant Sears answered, “No sir, emphatically no.” As to his reason for incorporating in the State of Nevada, defendant Sears testified : “Primarily, sir, the purpose of the Nevada corporation, its advantages, primarily, were taxwise. There is no state tax in the State of Nevada on corporations. The franchise tax in the State of Nevada is considerably less than it is in the State of California. Third, the filing fees are considerably less in the State of Nevada than they are in California. The service by reason of not handling as many cases is perhaps—as are handled through the California department— the service is remarkably faster. Those are the prime objectives. Time was of the essence and savings of money. The benefits of the corporation was of the essence, and that was the reason for the Nevada corporation, not for the purpose of evading California laws.” Several character witnesses testified to the good reputation of defendant Sears.

As a first ground for reversal of the judgment appel lant contends that conspiracy to violate sections 25009 and 26104 of the Corporations Code is not criminally punishable as a crime of conspiracy within the purview of section 182, subdivision I of the Penal Code. This claim cannot be sustained. It was decided adversely to appellant by our Supreme Court in the case of Doble v. Superior Court, 197 Cal. 556 [ 241 P. 852 ], and again, the claim of appellant that there is no such crime in California as conspiracy to violate the Corporate Securities Act was held to be without merit in People v. Eiseman, 78 Cal.App. 223, 248 [ 248 P. 716 ].

Appellant earnestly argues that before one can be charged with a violation of the Corporate Securities Act the Commissioner of Corporations must first, from his analysis of the case, determine whether any of the provisions of section 26104 of the Corporations Code have been violated. We do not so interpret the law. Appellant urges that he was prosecuted for disobeying a “Desist and Refrain Order” issued on March 23, 1951, which forbade the Nevada corporation and appellant “to sell or offer for sale, negotiate for the sale of or deal in any of the shares or other securities of Sierra Nevada Oil Company, a Nevada corporation, for the reason that the Sierra Nevada Oil Company : . . has no permit,” etc. This is not correct. Such an order merely put appellant and his corporation on notice. Appellant was prosecuted for violation of the Corporate Securities Act which denounces as a crime the issuance or sale of any security without having first obtained from the Commissioner of Corporations a permit authorizing such sale or issuance of a security as that term is defined in the act. (Corp. Code, tit. 4, div. 1, § 26104.) As to the charge contained in Count I, the gist of a criminal conspiracy is a corrupt agreement between two or more persons to commit an offense prohibited by statute, accompanied by some overt act in furtherance of the objects of the illicit agreement.

We deem it unnecessary to here set forth the testimony contained in the stipulated statement of facts now before us because such statement was compiled from the transcript of the testimony given at the preliminary examination, and which transcript was before Division 2 of this court in the case of People v. Sears, supra, and as to Count I that court thus summarized the evidence, pages 842-847. The court pointed out that appellant and his eodefendant Kiers acted in unison in attempting to gather in from the general public all available money by the sale and issuance of corporate shares, or by accepting loans from persons zealous to make profitable investments; that while so conspiring to sell, and while selling the stock of their corporation, they were constantly conscious that they had not first gained the consent of the Division of Corporations or a written permit to make such sales. They often reminded their investors they had none. At page 849, in People v. Sears, supra, the court summarized the evidence as to Count II, upon which appellant was convicted. We are satisfied that the evidence herein was ample to support the conclusion of the trial court that appellant conspired with others to sell and sold stock in California as charged in Counts I and II as the term “sale” is defined in the Corporate Securities Law. Section 25009 of the Corporations Code provides that “sale” or “sell” includes every disposition, or attempt to dispose, of a security or an interest in a security for value. “Sale” or “Sell” is defined to include the following (whether done directly or by an agent or otherwise): “An offer to sell; an attempt to sell; a solicitation of a sale; an option of sale; a contract of sale; a taking of a subscription; ...” (Corp. Code, § 26104)

The Corporate Securities Act clearly prohibits a foreign corporation from soliciting in California a sale of stock of its own issue without first securing a permit, even though in good faith the issuance of the stock and transfer of title are to take place in a foreign state. (B. C. Turf & Country Club, Ltd. v. Daugherty, 94 Cal.App.2d 320, 329 [ 210 P.2d 760 ].)

Appellant’s contention that he could not have conspired with his codefendant Kiers because he did not know him at the inception of the conspiracy is unavailing. The evidence admits of a finding of the existence of a conspiracy between appellant and other persons, which was later joined by Kiers.

It is well settled that one who joins a conspiracy after its formation is liable as a coeonspirator just as are those who originated the unlawful agreement (People v. Buffum, 40 Cal.2d 709, 725 [ 256 P.2d 317 ] ; Anderson v. Superior Court, 78 Cal.App.2d 22, 23 [ 177 P.2d 315 ]).

Equally unavailing is appellant’s contention that sections 25009 and 26104 are unconstitutional as repugnant to the Constitution of the United States in that they contravene article XIV of the amendments to the federal Constitution. The Corporate Securities Act has withstood numerous assaults upon its constitutionality. In answer to appellant’s challenge that the act restrains the right of free speech in violation of the First Amendment to the Constitution of the United States, which is protected by the Fourteenth Amendment against state action, in that it confers plenary and arbitrary powers upon the Commissioner of Corporations, and forbids a person to deal with his property as he chooses, we might quote the following observation of the Supreme Court of the United States relative to the purposes of legislation of this character and of the evils it is designed to correct:

(See also People v. Hoshor, 92 Cal.App.2d 250, 256, 257 [ 206 P.2d 882 ] ; People v. Eiseman, supra, pp. 248 , 249 and cases therein cited; People v. Yant, 26 Cal.App.2d 725, 739, 740 [ 80 P.2d 506 ] ; Daugherty v. Riley, 1 Cal.2d 298, 305 [ 34 P.2d 1005 ] ; In re Hatch, 10 Cal.2d 147, 151, 152 [ 73 P.2d 885 ] ; Cecil B. DeMille Productions, Inc. v. Woolery, 61 F.2d 45, 49 .)

The answer to appellant’s contention that the Corporate Securities Act places an unreasonable burden on interstate commerce is that until the Congress acts, the states are free to impose such an incidental or indirect burden on interstate commerce as may result from the provisions of the Corporate Securities Law which forbids sale or disposition of corporate securities within the state without a permit (Caldwell v. Sioux Falls Stockyards Co., 242 U.S. 559 [ 37 S.Ct. 224 , 61 L.Ed. 493 ]; Auslen v. Thompson, 38 Cal.App.2d 204, 211, 212 [ 101 P.2d 136 ]). In conformity with the law as announced in the cases cited it must be held here that the act in question is not unconstitutional.

Appellant’s claim that the statute is vague and indefinite and for that reason does not state a public offense is untenable. The language of the Corporate Securities Law provides an adequate warning as to what conduct comes within its prohibition. (United States v. Petrillo, 332 U.S. 1 [ 67 S.Ct. 1538 , 91 L.Ed. 1877 ] ; Drew v. Thaw, 235 U.S. 432 [ 35 S.Ct. 137 , 59 L.Ed. 302 ] ; People v. McCabe, 60 Cal.App.2d 492, 499 [ 141 P.2d 54 ].) The language conveys a sufficiently definite warning from which any person engaging in the business of issuing or selling securities may ascertain whether his business or enterprise has a sanction of law. Appellant was charged with the crime in terms of the enactment describing the offense and was informed of the action of which he was accused to the extent sufficient to enable him to defend himself. Furthermore, at the trial, appellant was fortified with a copy of the testimony given before the committing magistrate (Pen. Code, §870).

Appellant’s contention that he did not waive his right to trial by jury is not borne out by the record. The clerk’s transcript now before us contains the following entry: “Trial by jury is waived by each defendant, personally, his counsel and the district attorney.” There was no later request to withdraw the waiver or to demand a jury. Appellant’s contention seemingly is that the waiver must be made before the particular judge to whom the case is assigned for trial. This is not the law. Trial by jury is waived in all criminal cases by consent of both parties, expressed in open court by the defendant and his counsel (Const., art. I, §7; People v. Colton, 92 Cal.App.2d 704, 707 [ 207 P.2d 890 ]). And, once a trial by jury has been voluntarily and regularly waived, the waiver cannot thereafter be withdrawn except in the discretion of the court (People v. Cowan, 38 Cal.App.2d 144, 149 [ 100 P.2d 1079 ]). As pointed out by respondent, “The record in the instant case, which is not challenged, reveals such a waiver in open court. It cannot be contended that another waiver was required when the matter was sent out for trial. The Superior Court is not divided into separate and distinct departments. Juris diction is vested by the Constitution in the court, not in a particular judge or department. The Constitution further provides that there may be as many sessions of the court as there are judges. The division into departments is for the convenient dispatch of business. Whether sitting separately or together, the judges hold but one and the same court.

“A transfer from one department to another is not a transfer of the jurisdiction of the cause which remains at all times in the court as a single entity.

“Thomasian v. Superior Court, 122 Cal.App.2d 322, 331-332 [ 265 P.2d 165 ] ;

“People v. Barbera, 78 Cal.App. 277, 279 [ 248 P. 304 ].” Appellant’s contention lacks substance here.

Finally, appellant insists that the judge before whom he was tried had no jurisdiction in the matter because he was elected to the municipal court and was not an appointee of the governor to fill a vacancy then existing in the Superior Court of Los Angeles County. This claim is totally devoid of merit. A similar contention was rejected by the court in People v. Ernst, 121 Cal.App.2d 287, 297 [ 263 P.2d 114 ].

For the foregoing reasons, the judgment is affirmed.

Doran, J., and Fourt, J., concurred.

Appellant’s petition for a hearing by the Supreme Court was denied February 29, 1956.