General partners Alek and Gianni own several businesses. Alek is very interested in salt water aquariums and decides that a good venture for the partnership would be the development of a business to raise tropical fish. Alek plans to issue stock to start the fish business with the idea that the two partners will purchase a majority of the stock. A friend, Tony, a plastic surgeon with a good practice, has expressed interest in the venture and believes that the presence of fish in waiting rooms reduces anxiety and encourages patients to spend more money. Alek does not want to go to the expense and trouble of a formal registration under the 1933 Act and seeks advice on how to avoid that process should the partnership issue securities.

Refer to Fact Pattern 21-2. As far as Gianni is concerned, which of the following is true?