justicedao/ipfs_state_laws huggingface dataset:
441-025-0121 General Requirements for Renewable Energy Cooperative Corporations (1) In order to rely on the exemption under ORS 59.025(12), a renewable energy cooperative corporation must: (a) Have a certificate of existence issued by the Oregon Secretary of State pursuant to ORS 62.065 and be in good standing; (b) Meet all the conditions set out in 441-025-0122; (c) Provide the disclosures in the manner required by 441-025-0123; and (d) Make any required filings under 441-025-0125. (2) Reliance on ORS 59.025(12) does not preclude renewable energy cooperative corporations from relying on other exemptions under 59.025 or 59.035, as appropriate, for the offer or sale of membership shares, capital stock, or other authorized securities. Statutory/Other Authority: ORS 59.025 & 2014 OL Ch. 69 §2 Statutes/Other Implemented: ORS 59.025 & 2014 OL Ch. 69 §1 History: FSR 2-2017, f. 1-31-17, cert. ef. 2-1-17 FCS 6-2014, f. & cert. ef. 10-6-14
441-025-0124 Disclosures Related to Renewable Energy Cooperative Corporation Projects Prior to initiating a project to be funded through membership shares, capital stock, or other permissible securities, the renewable energy cooperative corporation shall disclose, in writing, to all members, prospective members, and prospective investors, all material information about the project. For purposes of this subsection, “writing” includes printed, electronic and internet media. However, all disclosures shall be made available in printed format and prospective purchasers shall be notified of the option to obtain printed disclosures at no cost. Information disclosed shall include, but are not limited to, the following: (1) Basic terms of the project, including: (a) The cost of the project; (b) Projected amount of energy to be generated; (c) Probable users or purchasers of the energy; (d) Anticipated revenue to be generated by the project; and (e) Anticipated returns and distribution of revenue to investors. (2) The physical location of the electricity-generating facility and the type of facility planned to be built and operated. (3) Property leased or acquired by the renewable energy cooperative corporation in order to construct the facility. (4) Information on the risks that may arise based on the outcome of an engineering analysis done to assess the suitability of a location for the project. (5) Site surveys or other evaluations of the energy yields anticipated by the construction of the facility. (6) All zoning approvals, building permits, and other regulatory permissions the renewable energy cooperative corporation must secure in order to complete the project. (7) Insurance coverage for the projects, and risks if insurance coverage becomes more expensive or is unattainable at commercially reasonable rates. (8) An estimate of how much money the renewable energy cooperative corporation intends to raise for the project, how the money will be held in escrow or otherwise impounded, and how much the renewable energy cooperative corporation may need to raise to complete the project, if any. (9) If notes are offered to the membership or investors for a particular project, the renewable energy cooperative corporation shall disclose at a minimum the interest rate, the term, the maturity of the notes, payment dates, expected source of repayment, use of the proceeds, any conditions on prepayment, and a ban on secondary trading. (10) A calculation of estimated net proceeds or savings that may be apportioned, distributed and paid to a member for the generation of electricity, and any risks to patronage posed by increased costs or decreased revenue. (11) All other material information related to the project. (12) Amendments to any information described in subsections (a) through (i) to account for any material changes in the project. Statutory/Other Authority: ORS 59.025 & 2014 OL Ch. 69 §2 Statutes/Other Implemented: ORS 59.025 & 2014 OL Ch. 69 §1 History: FCS 6-2014, f. & cert. ef. 10-6-14
441-025-0125 Required Filings and Records (1) At least 14 days before engaging in any limited advertising promoting membership shares, capital stock, or other authorized securities including notes and debentures, the renewable energy cooperative corporation shall file with the director: (a) The written disclosures required under 441-025-0123; (b) A generic sample of the written disclosure prepared to meet 441-025-0124; and (c) If applicable, a written request to use the “enhanced community” standard under OAR 441-025-0120(b)(i). The request shall include identification of the geographical area to be included and the reason or basis of need for the use of the enhanced community. (2) The renewable energy cooperative corporation shall retain a copy of each investor’s signed and dated written or electronic disclosure documents developed to meet the requirements of 441-025-0123 and 441-025-0124 for no less than four years after the termination of the offering or after any notes mature. (3) Filing with the director does not constitute approval or acceptance of the information disclosed. Statutory/Other Authority: ORS 59.025 & 2014 OL Ch. 69 §2 Statutes/Other Implemented: ORS 59.025 & 2014 OL Ch. 69 §1 History: FCS 6-2014, f. & cert. ef. 10-6-14
441-025-0126 Utilization of Disclosures and Disclaimer (1) Each investor or purchaser of a membership in a renewable energy cooperative corporation shall sign and date a copy of the disclosures required under OAR 441-025-0123 and 441-025-0124. The signed copy shall be retained by the cooperative corporation for no less than the time required by 441-025-0125. (2) Disclosures required by OAR 441-025-0123 and 441-025-0124 shall include the following legend set out in a prominent place on the first page of the document: "This offering is being made in reliance on an exemption to the securities registration requirements under the Oregon Securities Law. The Director of the Department of Consumer and Business Services of the State of Oregon has not made any finding that the statements made in this document are true, complete or not misleading. The fact that an exemption is available for a security or a transaction does not mean that the director has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security or transaction. In deciding whether or not to invest in the securities offered, you should rely on your own examination of the cooperative issuing the securities and the terms of the offering including the merits and risks.” Statutory/Other Authority: ORS 59.025 & 2014 OL Ch. 69 §2 Statutes/Other Implemented: ORS 59.025 & 2014 OL Ch. 69 §1 History: FCS 6-2014, f. & cert. ef. 10-6-14
441-035-0005 Self-Executing Transaction Exemptions (1) Except for ORS 59.035(11), OAR 441-035-0045, OAR 441-035-0300 for certain compensatory benefit plans, and the Oregon Intrastate Offering Exemption (OIO) at 441-035-0070 et seq., exemptions available pursuant to ORS 59.035 are self-executing and do not require filing or a fee. (2) Persons relying on exemptions from registration have the burden of proof, pursuant to ORS 59.275, in establishing the availability of an exemption. Statutory/Other Authority: ORS 59.285 Statutes/Other Implemented: ORS 59.035, 59.195 & 59.275 History: FSR 2-2017, f. 1-31-17, cert. ef. 2-1-17 FCS 2-2015, f. & cert. ef. 1-28-15 FCS 7-2000, f. & cert.ef. 6-2-00
441-035-0020 Transactions Ineligible Under ORS 59.035(7) Exemption The exemption under ORS 59.035(7) is not available if the transaction includes an investment contract. An investment contract may be found in: (1) The sale of fractional interests or pooled interests in real paper. Under ORS 59.350(2), a transaction with an entity formed substantially for the purpose of acquiring the real estate paper will be treated as the sale of a fractional interest or pooled investment. (2) Any of the following activities by the seller or its affiliates: (a) Selection of the security; (b) Collection of payments due under the securities; (c) Advancement of delinquent payments; (d) Decisions regarding default and foreclosure; (e) Any other activity by the seller whereby management and control is exercised over the investment for the purchaser; or (f) The mortgage broker, broker-dealer, or person described in ORS 59.015(1)(b) guarantees the real estate paper or agrees to buy back or otherwise replace the real estate paper in the event of default. Statutory/Other Authority: ORS 59.045 & 59.285 Statutes/Other Implemented: ORS 59.035 & 59.045 History: FCS 1-1992, f. 1-31-92, cert. ef. 2-1-92 FCS 4-1990, f. & cert. ef. 8-21-90, Renumbered from 815-037-0039 FCS 16-1988(Temp), f. & cert. ef. 11-21-88 FCS 7-1988, f. 3-22-88, cert. ef. 3-25-88, Renumbered from 815-030-0042 FCS 4-1987(Temp), f. 9-24-87, cert. ef. 9-28-87
441-035-0030 Manual Exemption The following are approved for the purposes of the exemption granted under ORS 59.035(10)(c): (1) The Mergent securities manual; (2) Fitch Investors Service securities manual; and (2) The OTCQX and OTCQB markets. Statutory/Other Authority: ORS 59.285 Statutes/Other Implemented: ORS 59.035(10) History: FSR 2-2017, f. 1-31-17, cert. ef. 2-1-17 FCS 9-2001, f. & cert. ef. 9-28-01 FCS 7-2000, f. & cert. ef. 6-2-00 FCS 5-1990, f. & cert. ef. 8-21-90, Renumbered from 815-030-0045 CC 22-1975, f. & cert. ef. 11-25-75, Renumbered from 815-030-003 CC 13-1975, f. 9-19-73, cert. ef. 10-1-73
441-035-0050 Isolated Issuer Transaction (1) An exemption is granted pursuant to ORS 59.035(15) for any isolated issuer transaction not involving a public offering. (2) For purposes of this rule, an “isolated issuer transaction” shall include sales by or on behalf of an issuer to three or fewer persons during any 24-month period. Statutory/Other Authority: ORS 59.035 Statutes/Other Implemented: ORS 59.035 History: FCS 2-1993, f. 4-13-93, cert. ef. 4-15-93
441-035-0060 Offers of Securities on the Internet (1) Scope of Rule. This rule applies to any offer for sale of securities placed on the Internet, except for those offers for sale from Oregon. As used in this section, the term “Internet” is to be construed liberally to include all proprietary or common carrier electronic systems or similar media. (2) Pursuant to ORS 59.035(15), an offer for sale of securities placed on the Internet by, or on behalf of, an issuer, involving securities that will not be sold in Oregon, shall be exempt from the notice filing requirements of 59.049(1) and (2), and the registration requirements of 59.055, if the following conditions are observed: (a) The Internet offer for sale prominently and conspicuously indicates, on a page that must be viewed by readers before reading any portion of the offering document or the subscription agreement, either that the securities are not being offered to persons in Oregon, or in which specific states, other than Oregon, the securities are being offered; (b) The offer for sale is not otherwise specifically directed to any person in Oregon by, or on behalf of, the issuer; and (c) No sales of the issuer’s securities are made in Oregon as a direct or indirect result of the Internet offer for sale. (3) Any issuer who places an offer for sale of securities on the Internet in accordance with this section may subsequently sell the securities to persons in Oregon: (a) Through filing a notice of the offering under ORS 59.049(1) or (2), or registration of the offering under 59.065 and the delivery of a final prospectus to the Oregon investor prior to sale; (b) Pursuant to a transaction exemption which permits general solicitation; or (c) Pursuant to ORS 59.035(5), 59.035(12), or OAR 441-035-0050 provided that the sale transaction is executed no earlier than six months after the final contact between the issuer and the prospective Oregon investor. Statutory/Other Authority: ORS 59.285 & 59.035 Statutes/Other Implemented: ORS 59.035 History: FCS 7-2000, f. & cert. ef. 6-2-00
441-035-0070 Policy and Purpose of the Oregon Intrastate Offering Exemption (OIO) Investment crowdfunding, or raising money through small dollar amounts from members of the community can provide smaller enterprises access to capital for new or expanded business ventures. OAR 441-035-0070 through OAR 441-035-0230, provide an exemption from the securities registration requirements under ORS 59.055 in limited circumstances in order to facilitate investment by Oregon residents in Oregon businesses while protecting investors. Statutory/Other Authority: ORS 59.035 & 17 CFR § 230.147A Statutes/Other Implemented: ORS 59.035 History: FSR 12-2017, amend filed 12/28/2017, effective 01/01/2018 FCS 1-2015, f. & cert. ef. 1-15-15
441-035-0080 Definitions For purposes of OAR 441-035-0070 through OAR 441-035-0230, the following definitions apply unless the context requires otherwise: (1) “Broker-Dealer” means a person who engages all or part of the time in effecting transactions in securities for the account of others or for the person’s own account. (2) “Business Technical Service Provider” means a Small Business Development Center as defined in OAR 123-022-0070, an Economic Development District as defined in 13 CFR 304.1, or a not-for-profit incubator, accelerator, or business resource provider approved by the Director. (3) “Director” means the Director of the Department of Consumer and Business Services. (4) “Issuer” means an Oregon business that issues, proposes to issue, or has issued a security in reliance on the OIO exemption. (5) “Offering Documents” means the representations and disclosures required under OAR 441-035-0120, also called a “prospectus.” (6) “Oregon business” means a business with an active registration with the Oregon Secretary of State, having 50 or fewer employees, and meeting at least one of the following: (a) The issuer derived at least 80% of its consolidated gross revenues from the operation of a business located in or from the rendering of services within Oregon; (b) The issuer had at the end of its most recent semi-annual fiscal period prior to an initial offer of securities in any offering or subsequent offering pursuant to this section, at least 80% of its assets and those of its subsidiaries on a consolidated basis located within Oregon; (c) The issuer intends to use and uses at least 80% of the net proceeds to the issuer from sales made pursuant to the OIO in connection with the operation of a business, the purchase of real property located in, or the rendering of services within Oregon; or (d) A majority of the issuer’s employees are based in Oregon. (7) ”Salesperson” means a person, other than a broker-dealer, who represents an issuer in effecting, or attempting to effect offers and sales of securities under the OIO exemption. (8) “Template” means a document which serves as the source for information to be used advertising an OIO. (9) “Third Party Platform Provider” means an internet based platform provided by a business technical service provider, state agency, or other entity authorized by the Director that provides specific OIO offering information on behalf of issuers to interested persons. Statutory/Other Authority: ORS 59.035 & 17 CFR § 230.147A Statutes/Other Implemented: ORS 59.035 History: FSR 12-2017, amend filed 12/28/2017, effective 01/01/2018 FSR 8-2017(Temp), f. & cert. ef. 7-12-17 thru 1-7-18 FCS 1-2015, f. & cert. ef. 1-15-15
441-035-0100 Resale Limitations (1) An OIO security may not be resold by an investor during the six (6) month period immediately after purchase, except: (a) To the issuer; or (b) To another resident of Oregon pursuant to an order of registration under ORS 59.065. (2) After the immediate six (6) month period has ended, an OIO security may also be sold pursuant to an available exemption to securities registration requirements under ORS 59.025 or 59.035 or accompanying rules. Statutory/Other Authority: ORS 59.035 & 17 CFR § 230.147A Statutes/Other Implemented: ORS 59.035 History: FSR 12-2017, amend filed 12/28/2017, effective 01/01/2018 FCS 1-2015, f. & cert. ef. 1-15-15
441-035-0110 Required Filings (1)(a) Not less than fifteen (15) days prior to any advertising, offer, or sale, whichever comes first, of any OIO security, the issuer shall file a notice with the Director, in writing, that it plans to conduct an OIO and pay a $200 filing fee. (b) Filing requirements may be met by submitting a form approved by the Director or through individual submission of all the information required by the rule. (c) “Offer” includes every attempt to dispose of an OIO security for value. The publication of any information and statements, and publicity efforts — including any advertising materials — in advance of or in connection with an OIO that contributes to the conditioning of the public mind or arousing public interest in the issuer or is intended to arouse public interest investing in the issuer or purchasing its securities — even though it does not contain an express “offer” — is an “offer” of OIO securities for the purposes of this exemption. (2) The notice shall contain the following: (a) The name(s) and address of the issuer and of all officers, directors, principals, managing partners and shareholders of the Oregon business possessing a 20% interest or more, or persons holding a substantially similar position. (b) A copy of any proposed advertising template, including a URL if a website will be used in connection with the offering, and name of the third party platform provider, if applicable; (c) A brief description of the business and the specific project or product that is the reason for the offering; (d) The minimum amount needed to release funds to the Issuer and maximum amount of the offer; (e) A copy of the offering documents and sample of the certificate or other evidence of the security; (f) A form approved by the Director verifying that the issuer has met in person with a business technical service provider and reviewed the relevant business plan as required by OAR 441-035-0090(7), or waiver approval under OAR 441-035-0240. (3) The $200 filing fee, which will be used to defray the costs incurred in administering and enforcing these rules, must be made payable to the Department of Consumer and Business Services. (4) The filing must be signed by the issuer or a duly authorized representative of the issuer certifying that the issuer has verified the material accuracy and completeness of the filing. (5) An issuer must update its notice upon a material change to the offering such as changes in ownership, changes to the disclosure documents, or changes to the advertising template under OAR 441-035-0130. Upon submitting an updated notice an issuer must also notify any existing investors of the material changes. Statutory/Other Authority: ORS 59.035 & 17 CFR § 230.147A Statutes/Other Implemented: ORS 59.035 History: FSR 12-2017, amend filed 12/28/2017, effective 01/01/2018 FCS 1-2015, f. & cert. ef. 1-15-15
441-035-0125 Reporting (1) Report to Investors: An issuer of an OIO security shall report to all individuals having an outstanding security interest obtained through this exemption at least twice a year. An issuer may satisfy the reporting requirement of this subdivision by making the information available on a website if the information is made available within 45 days of the end of each fiscal half-year and remains available for at least 60 days. An issuer must provide a written copy of the report to any shareholder as requested. The report required by this section shall be provided free of charge regardless of format. The report must contain the following: (a) Compensation received by each Director and executive officer, or person occupying a substantially similar role, including cash compensation earned since the previous report and on an annual basis and any bonuses, stock options, other rights to receive securities of the issuer or any affiliate of the issuer, or other compensation received. (b) An explanation and discussion of the business operations and financial condition of the issuer such as a recent financial statement and profit and loss statement. (2) Reports To Director: A copy of the report provided to investors must be provided to the Director at the same time it is provided to the issuer’s investors. (a) The issuer must also file a sales report with the Director no later than thirty (30) calendar days after the conclusion of the offering in a form prescribed by the Director. (b) A sales report must state the total amount raised through the offering, a list of the investors who purchased securities through the offering, and whether funds were released to the issuer. (c) The Director may require any issuer to file periodic reports to keep the information contained in the notice reasonably current and to disclose the progress of the offering. (d) Failure to submit reports may result in the loss of ability to sell securities under the OIO. Statutory/Other Authority: 17 CFR § 230.147A & ORS 59.035 Statutes/Other Implemented: ORS 59.035 History: FSR 12-2017, adopt filed 12/28/2017, effective 01/01/2018
441-035-0130 Advertising Issuers, salespersons, and broker-dealers, including third party platform providers may engage in general advertising or solicitation of OIO securities provided that: (1) The issuer files a copy of, or amendment to, advertising materials or template from which actual advertisements will be taken with the Director at least five (5) days prior to use. Advertisements based on a template cannot exceed the content of the submitted template. The Director may prohibit the use of any advertisement that they consider false or misleading or otherwise not in compliance with these rules. (2) The advertisement contains only the following information: (a) The name and contact information of the issuer; (b) A brief description of the general type of business of the issuer; (c) Whether securities being offered are stocks, notes or debentures or a combination; (d) The total offering amount; (e) A description of how the issuer will use the funds; (f) The duration of the OIO and deadline for raising funds through the offering; and (g) The issuer’s logo; (h) A link to the issuer’s website or the third party platform in which the securities are offered or sold. (4) The advertisement, including any advertisement through a website, clearly states that the advertisement does not constitute an offer to sell a security and includes contact or other relevant information notifying an interested person how they can obtain the required disclosure information, in writing, free of charge. Statutory/Other Authority: ORS 59.035 & 17 CFR § 230.147A Statutes/Other Implemented: ORS 59.035 History: FSR 12-2017, amend filed 12/28/2017, effective 01/01/2018 FSR 8-2017(Temp), f. & cert. ef. 7-12-17 thru 1-7-18 FCS 1-2015, f. & cert. ef. 1-15-15
441-035-0140 Use of Internet General Requirements (1) Websites that advertise or offer an OIO security must prominently state that the advertisement does not constitute an offer to sell a security, that the offering is made under an exemption from registration under the Securities Act of 1933, that the sales will only made to residents of Oregon, and include contact or other relevant information notifying an interested person how they can obtain the required disclosure information, in writing, free of charge. (2) Websites that collect personal or financial information must take reasonable steps to ensure the information is properly secured and kept private and must conform to ORS 646A.622. ( 3) An issuer may use a webpage to sell securities if the issuer obtains reasonable documentary evidence under 441-035-0090(3)(c) that the prospective purchaser is an Oregon resident prior to the sale. Statutory/Other Authority: ORS 59.035 & 17 CFR § 230.147A Statutes/Other Implemented: ORS 59.035 History: FSR 12-2017, amend filed 12/28/2017, effective 01/01/2018 FSR 8-2017(Temp), f. & cert. ef. 7-12-17 thru 1-7-18 FCS 1-2015, f. & cert. ef. 1-15-15