justicedao/ipfs_state_laws huggingface dataset:
441-065-0010 Types of Registration Types of registration. Securities may be registered under one of the following provisions: (1) Registration by qualification (OAR 441-065-0020). (2) Registration by filing (OAR 441-065-0030). (3) Registration by multijurisdictional coordination (OAR 441-065-0035). (4) Registration for resale, trading, or dealing (OAR 441-065-0040). (5) Registration for condominium securities (OAR 441-065-0050). (6) Registration for Small Offering Abbreviated Registration (SOAR) Offerings not exceeding $1,000,000 including under SEC Rule 504 (OAR 441-065-0070 through 441-065-0210 and 441-065-0220 through 441-065-0222). (7) Registration for the Small Corporate Offering Registration(SCOR) offerings not exceeding $5,000,000 including under Securities Act Rule 504 (OAR 441-065-0070 through 441-065-0210 and OAR 441-065-0225). (8) Registration of securities in connection with a notice of offer to repay purchaser of an unlawfully sold security under ORS 59.125(4) or notice of offer to return an unlawfully purchased security under ORS 59.131(4). (9) Registration for generic real estate paper offerings (OAR 441-065-0260). Statutory/Other Authority: ORS 59.065 & 59.285 Statutes/Other Implemented: ORS 59.065 History: FSR 5-2018, amend filed 04/26/2018, effective 05/01/2018 FCS 7-2000, f. & cert. ef. 6-2-00 FCS 3-1991, f. & cert. ef. 8-23-91 FCS 5-1988, f. 3-22-88, cert. ef. 3-25-88, Renumbered from 815-030-0050 FCS 5-1987(Temp), f. 9-24-87, cert. ef. 9-28-87
441-065-0015 When Registration Application Deemed Abandoned (1) For purposes of this rule, the term “application” includes all documents, information and fees prescribed for the registration of securities under ORS 59.065 and OAR 441, division 65. (2) An application shall be deemed deficient when: (a) Insufficient fees have been paid and the Director has notified the applicant that the fees are insufficient; (b) Documents required by the rules in OAR 441, division 65 have not been submitted by the applicant; (c) Additional information requested by the Director as permitted by the rules in OAR 441, division 65 has not been submitted to the Director by the applicant; or (d) Changes to disclosure documents requested by the Director have not been submitted to the Director by the applicant. (3) An application for registration of securities is deemed abandoned if: (a) The application has been on file for a minimum of six (6) months; (b) The application is deficient; and (c) The applicant has failed to respond to the Director’s written notice of warning of abandonment within thirty (30) calendar days of the date of warning. (4) Fees paid in connection with an abandoned registration shall not be refunded. (5) An applicant whose application has been abandoned may reapply by submitting a new application including new fees. Statutory/Other Authority: ORS 59.285 Statutes/Other Implemented: ORS 59.065 History: FCS 1-2004, f. & cert. ef. 5-19-04 FCS 2-2003(Temp), f. & cert. ef. 11-26-03 thru 5-21-04 FCS 7-2000, f. & cert. ef. 6-2-00
441-065-0060 Creation of Classifications (1) The Director creates the following classifications of transactions in securities: (a) An offering relying on Rule 504 adopted by the Securities and Exchange Commission under “Regulation D” (17 CFR Part 230.504), or an offer relying on a federal statute or rule other than “Regulation D” but designed to meet the applicable requirements of OAR 441-065-0070 through 441-065-0210 and 441-065-0220 through 441-065-0222 and not exceeding $1,000,000 (the “Small Offering Abbreviated Registration” or “SOAR Offering); (b) An offering relying on Rule 504 adopted by the Securities and Exchange commission under “Regulation D” (17 CFR 230.504) or an offering relying on a federal statute or rule other than “Regulation D” but designed to meet the applicable requirements of OAR 441-065-0070 through 441-065-0210 and 441-065-0225 not exceeding $5,000,000 (the “Small Corporate Offering Registration” or “SCOR Offering”). (2) Transactions in securities described in section (1) may be registered under the appropriate provisions of OAR 441-065-0060 through 441-065-0225. Statutory/Other Authority: ORS 59.065 & 59.285 Statutes/Other Implemented: ORS 59.065 History: FSR 5-2018, amend filed 04/26/2018, effective 05/01/2018 FCS 2-1998, f. & cert. ef. 4-30-98 FCS 4-1992, f. & cert. ef. 10-1-92 FCS 15-1988, f. & ef. 11-21-88, Renumbered from 815-036-0000 FCS 11-1988(Temp), f. & cert. ef. 6-2-88, Renumbered from 815-036-0000 CC 11-1982, f. 8-11-82, ef. 10-10-82 CC 9-1982(Temp), f. 4-7-82, ef. 4-15-82
441-065-0080 General Requirements and Limitations (1) The general requirements and limitations under OAR 441-065-0060 through 441-065-0210 are applicable to offerings registered as a SOAR Offering under 441-065-0220 through OAR 441-065-0224 or a SCOR Offering under 441-065-0225. (2) The registration of SOAR or SCOR Offerings is only available to an issuer of securities for purposes of offering and selling the issuer’s securities. (3) No offering of the securities of a “blank check company,”as that term is defined in OAR 441-045-0010, may be registered pursuant to a SOAR Offering or a SCOR Offering. (4) Options, warrants and similar rights to purchase securities that are part of an offering registered as a SOAR Offering or a SCOR Offering constitute a continuous offering of the underlying securities and require the underlying securities to be registered and renewed on an annual basis until the options or warrants are exercised. Disclosure materials must also be kept current until the option or warrant is exercised. (5) All forms mentioned in OAR 441-065-0060 to 441-065-0225 are available from the Director. Statutory/Other Authority: ORS 59.065 & ORS 59.285 Statutes/Other Implemented: ORS 59.065 History: FSR 5-2018, amend filed 04/26/2018, effective 05/01/2018 FCS 2-1998, f. & cert. ef. 4-30-98 FCS 4-1992, f. & cert. ef. 10-1-92 FCS 15-1988, f. & ef. 11-21-88, Renumbered from 815-036-0010 FCS 11-1988(Temp), f. & cert. ef. 6-2-88, Renumbered from 815-036-0010 CC 11-1982, f. 8-11-82, ef. 10-10-82 CC 9-1982(Temp), f. 4-7-82, ef. 4-15-82
441-065-0100 Information Requirements - General (1) The provisions of OAR 441-065-0060 to OAR 441-065-0225 shall not be construed as waiving or modifying the provisions of the Oregon Securities Law relating to disclosure of material information to investors. (2) Timing of Disclosures. All disclosures required under these rules must be provided to prospective purchasers prior to the sale of the security. Statutory/Other Authority: ORS 59.065 & 59.085 Statutes/Other Implemented: ORS 59.065 History: FSR 5-2018, amend filed 04/26/2018, effective 05/01/2018 FCS 2-1998, f. & cert. ef. 4-30-98 FCS 4-1992, f. & cert. ef. 10-1-92 FCS 15-1988, f. & ef. 11-21-88, Renumbered from 815-036-0020 FCS 11-1988(Temp), f. & cert. ef. 6-2-88, Renumbered from 815-036-0020 CC 11-1982, f. 8-11-82, ef. 10-10-82 CC 9-1982(Temp), f. 4-7-82, ef. 4-15-82
441-065-0110 Public Advertising and General Solicitation (1) Solicitations of Interest . Prior to submitting an application to register a SOAR or SCOR Offering, an issuer may, offer its securities for the sole purpose of soliciting a non-binding indication of interest in receiving the written disclosure materials so long as an offer complies with the requirements of OAR 441-035-0045. (2) “ Red herring” exemption under ORS 59.035(11). After submitting an application to register a SOAR or SCOR Offering, an issuer may offer, but not sell, its securities so long as the offer is allowed by the Director. (3) Public Advertising and General Solicitation Pursuant to an Order of Registration. After the effective date of registration of a SOAR or SCOR Offering, an issuer may offer and sell its securities by means of public advertising or general solicitation provided that any sales materials to be used are reviewed and cleared by the Director prior to use. Any sales materials shall contain no more than the following information: (a) The name of the issuer; (b) Characterization of the issuer as indicated on the cover page of the required disclosure materials; (c) Address and telephone number of the issuer; (d) A brief description of the issuer’s business or proposed business; (e) The number and type of securities offered and the offering price per security; (f) The name, address and telephone number of any selling agent authorized to sell the securities; (g) A statement that the offering does not constitute an offer to sell or solicitation of an offer to purchase and that any such offer must be made by the disclosure document; (h) The procedure for obtaining the disclosure document; and (i) The issuer’s corporate logo. Statutory/Other Authority: ORS 59.065 & 59.085 Statutes/Other Implemented: ORS 59.065 History: FSR 5-2018, amend filed 04/26/2018, effective 05/01/2018 FCS 2-1998, f. & cert. ef. 4-30-98 FCS 4-1992, f. & cert. ef. 10-1-92 FCS 15-1988, f. & ef. 11-21-88, Renumbered from 815-036-0025 FCS 11-1988(Temp), f. & cert. ef. 6-2-88, Renumbered from 815-036-0025 CC 11-1982, f. 8-11-82, ef. 10-10-82 CC 9-1982(Temp), f. 4-7-82, ef. 4-15-82
441-065-0140 Limitation on Selling Expenses (1) All expenses of a SOAR or a SCOR Offering, including sales expenses, acquisition expenses, expenses for preparing the offering, and similar expenses shall be reasonable after taking into account the nature of the offering, amount to be raised and proposed use of funds. (2) The provisions of OAR 441-085-0010 shall apply to any registered SOAR or SCOR Offerings, except that sales expenses may not exceed “20%” of the aggregate offering amount. Statutory/Other Authority: ORS 59.085 Statutes/Other Implemented: ORS 59.085, 59.065 & 59.105 History: FSR 5-2018, amend filed 04/26/2018, effective 05/01/2018 FCS 2-1998, f. & cert. ef. 4-30-98 FCS 4-1992, f. & cert. ef. 10-1-92 FCS 15-1988, f. & ef. 11-21-88, Renumbered from 815-036-0040 FCS 11-1988(Temp), f. & cert. ef. 6-2-88, Renumbered from 815-036-0040 CC 11-1982, f. 8-11-82, ef. 10-10-82 CC 9-1982(Temp), f. 4-7-82, ef. 4-15-82
441-065-0150 Escrow of Proceeds (1) An escrow, or similar arrangement, must be established where, because of the nature of the intended use of the funds or the nature of the project or business plan, a minimum amount must be raised within or outside this state in order for the project to get underway with a reasonable chance of success even if no additional capital is raised. (2) When an escrow is required: (a) The escrow agent shall be an institution licensed to conduct banking, savings and loan, trust or other escrow activities or a licensed professional whose requirements of licensure requires the segregation of funds of others into fiduciary trust accounts; but it cannot be the issuer, a promoter of an issuer to be formed, or an affiliate of such issuer or promoter; (b) The escrow terms shall include instructions that the funds placed into escrow shall be held in trust for the benefit of the investors and shall not be released to the issuer until the minimum amount of funds set forth in the application for registration has been raised; and (c) The provisions of this section may be satisfied by the holding of the funds without formal escrow arrangement by a person described in subsection (3)(a) of this rule, until the minimum amount of funds has been received for the account of the purchasers. (3) The requirements of this rule may be waived by the Director upon a showing that an escrow is not necessary and that investor rights are adequately protected. Statutory/Other Authority: ORS 59.085 & 59.285 Statutes/Other Implemented: ORS 59.085 & 59.065 History: FSR 5-2018, amend filed 04/26/2018, effective 05/01/2018 FCS 4-1992, f. & cert. ef. 10-1-92 FCS 15-1988, f. & ef. 11-21-88, Renumbered from 815-036-0045 FCS 11-1988(Temp), f. & cert. ef. 6-2-88, Renumbered from 815-036-0045 CC 11-1982, f. 8-11-82, ef. 10-10-82 CC 9-1982(Temp), f. 4-7-82, ef. 4-15-82
441-065-0160 Rescission of Improvident Sales Including Oversales (1) The improvident closing of a sale of securities in violation of any of the provisions of OAR 441-065-0060 through 441-065-0225 will not by itself result in a violation of ORS 59.055, provided that the conditions of subsections (a), (b), and either (c) or (d) of this rule are satisfied: (a) The issuer provides to the Director, full details of the transaction and the issuer receives an amended order authorizing the sales; (b) The issuer or the person acting on behalf of the issuer who sold the security demonstrates to the Director that they had acted in good faith and sustains the burden of proof that they acted without intent to violate these rules; (c) If the funds have been released from escrow, the issuer, within a reasonable time after discovery offers to rescind the sale using the procedures set forth in ORS 59.125 as long as the issuer has the financial capacity to make a rescission payment out of separate funds, which payment does not create additional risks or obligations to the remaining purchasers or the project for which the funds were raised and offers or makes the rescission payment; (d) If the funds have not been released from escrow, the sale is rescinded or cancelled. (2) An offer to rescind or cancel a sale under (1)(c) or rescission or cancellation under (1)(d), cannot be made subject to the condition that cancelled or rescinded interest be resold, or other condition. (3) This rule may be used by the registrant as well as all persons liable as a result of the sale of securities. Statutory/Other Authority: ORS 59.065 & 59.125 Statutes/Other Implemented: ORS 59.065 History: FSR 5-2018, amend filed 04/26/2018, effective 05/01/2018 FCS 2-1998, f. & cert. ef. 4-30-98 FCS 4-1992, f. & cert. ef. 10-1-92 FCS 15-1988, f. & ef. 11-21-88, Renumbered from 815-036-0050 FCS 11-1988(Temp), f. & cert. ef. 6-2-88, Renumbered from 815-036-0050 CC 11-1982, f. 8-11-82, ef. 10-10-82 CC 9-1982(Temp), f. 4-7-82, ef. 4-15-82
441-065-0180 Licensing of Salespersons (1) General License Requirements. Only persons that are licensed as a broker-dealer or salesperson may sell securities that are registered as a SOAR or SCOR Offering, unless that person is excluded from the definition of broker-dealer or salesperson under ORS 59.015(1), ORS 59.15(18)(b), OAR 441-175-0020 or OAR 441-175-0040. (2) Licensing Conditions for Issuer Salespersons. The following special licensing conditions are applicable to salespersons that are employees of the issuer (an “Issuer Salesperson.”): (a) An issuer may license up to five persons as Issuer Salespersons; (b) Issuer Salespersons must be bona fide officers, directors or employees of the issuer; (c) Issuer Salespersons are exempt from examination requirements and are not required to file a surety bond or an irrevocable letter of credit; and (d) An issuer salesperson shall not be simultaneously licensed to two or more issuers. (3) Licensing Procedures for Issuer Salespersons. As required by OAR 441-175-0120, an issuer shall submit to the Director a complete application to license each salesperson, including: (a) A completed FINRA Form U-4 (salesperson application); and (b) A salesperson licensing fee as set in OAR 441-175-0002. Statutory/Other Authority: ORS 59.165 & 59.175 Statutes/Other Implemented: ORS 59.165 & 59.175 History: FSR 5-2018, amend filed 04/26/2018, effective 05/01/2018 FCS 1-2004, f. & cert. ef. 5-19-04 FCS 2-2003(Temp), f. & cert. ef. 11-26-03 thru 5-21-04 FCS 2-1998, f. & cert. ef. 4-30-98 FCS 4-1992, f. & cert. ef. 10-1-92 FCS 15-1988, f. & ef. 11-21-88, Renumbered from 815-036-0060 FCS 11-1988(Temp), f. & cert. ef. 6-2-88, Renumbered from 815-036-0060 CC 11-1982, f. 8-11-82, ef. 10-10-82 CC 9-1982(Temp), f. 4-7-82, ef. 4-15-82
441-065-0190 Filings and Reports (1) For offerings registered as a SOAR Offering, the Director may, as a condition of registration, require the issuer to file one or more sales reports. (2) For offerings registered as a SCOR Offering, the issuer shall file the following reports with the Director: (a) If the offering is made in reliance on Securities Act Rule 504(17 CFR §230.504), a copy of any completed Form D that is filed with the Securities and Exchange Commission; or (b) If the offering is not made in reliance on to Securities Act Rule 504(17 CFR §230.504), a report on a form and at times specified by the Director as a condition of registration. Statutory/Other Authority: ORS 59.085 Statutes/Other Implemented: ORS 59.085 History: FSR 5-2018, amend filed 04/26/2018, effective 05/01/2018 FCS 2-1998, f. & cert. ef. 4-30-98 FCS 4-1992, f. & cert. ef. 10-1-92 FCS 15-1988, f. & ef. 11-21-88, Renumbered from 815-036-0065 FCS 11-1988(Temp), f. & cert. ef. 6-2-88, Renumbered from 815-036-0065 CC 11-1982, f. 8-11-82, ef. 10-10-82 CC 9-1982(Temp), f. 4-7-82, ef. 4-15-82
441-065-0200 Records As long as the offering remains open and for three years following the termination of the offering, the issuer shall maintain and keep open for inspection by the Director: (1) Records relating to purchaser representatives used and materials and data relied upon to determine the qualifications of the purchaser representatives; (2) Records relating to purchasers and materials and data relied upon to determine the qualifications of the purchasers; (3) Records relating to securities sales following the close of the offering that are considered as part of the offering; and (4) All written disclosure and other offering materials used in connection with the offer and sale of securities. Statutory/Other Authority: ORS 59.235 Statutes/Other Implemented: ORS 59.235 History: FSR 5-2018, amend filed 04/26/2018, effective 05/01/2018 FCS 2-1998, f. & cert. ef. 4-30-98 FCS 4-1992, f. & cert. ef. 10-1-92 FCS 15-1988, f. & ef. 11-21-88, Renumbered from 815-036-0070 FCS 11-1988(Temp), f. & cert. ef. 6-2-88, Renumbered from 815-036-0070 CC 11-1982, f. 8-11-82, ef. 10-10-82 CC 9-1982(Temp), f. 4-7-82, ef. 4-15-82
441-065-0210 Waiver of Provisions Upon request for a waiver by the applicant under OAR 441-011-0020, the Director may modify or waive any requirement of OAR 441-065-0060 through 441-065-0225. The waiver request must provide proof and arguments that the waiver is consistent with the Oregon Securities Law and that the investors are otherwise adequately protected. Statutory/Other Authority: ORS 59.065 Statutes/Other Implemented: ORS 59.065 History: FSR 5-2018, amend filed 04/26/2018, effective 05/01/2018 FCS 2-1998, f. & cert. ef. 4-30-98 FCS 4-1992, f. & cert. ef. 10-1-92 FCS 15-1988, f. & ef. 11-21-88, Renumbered from 815-036-0075 FCS 11-1988(Temp), f. & cert. ef. 6-2-88, Renumbered from 815-036-0075 CC 11-1982, f. 8-11-82, ef. 10-10-82 CC 9-1982(Temp), f. 4-7-82, ef. 4-15-82
441-065-0221 Application and Information Requirements for a SOAR Offering (1) An application to register securities filed under the SOAR Offering shall include the following: (a) A completed Form 440-2013 (a form for the registration of limited or non-public offerings); (b) A copy of the written disclosure materials required by OAR 441-065-0222; (c) A non-refundable registration fee as set in OAR 441-065-0001; (d) Unless the offering is being sold through a licensed broker-dealer or by a person exempt from the licensing requirements, at least one completed salesperson application on FINRA Form U-4 and a per person non-refundable license fee as set in OAR 441-175-0002; (e) An escrow, or similar arrangement, agreement; (f) Pro forma financial statements that include a description and documentation of any material assumptions and demonstrate when the issuer expects to be profitable; and (g) Any additional or supplementary materials requested by the Director. Statutory/Other Authority: ORS 59.065, 59.085 & 59.285 Statutes/Other Implemented: ORS 59.065 & 59.085 History: FSR 5-2018, adopt filed 04/26/2018, effective 05/01/2018
441-065-0222 SOAR Offering Disclosure Requirements (1) Each prospective purchaser of securities registered under a SOAR Offering shall be given written disclosure materials a reasonable time prior to sale that are material to an understanding of the issuer, the issuer’s financial condition, its business and the securities being offered, including the type of information required under the NASAA Form U-7. (2) Disclosure Regarding Use of Proceeds: The disclosure document must disclose in tabular form, for both the minimum and maximum amounts proposed, if applicable, the percentages and dollar amounts of the following: (a) The proceeds the issuer expects to receive from the offering; (b) The purposes for which the issuer will use the proceeds; (c) The estimated amount to be used for each purpose; and (d) The order or priority in which the issuer will use the proceeds for the purposes stated. (3) Disclosure of other sources of funds: The disclosure document must disclose: (a) The amounts of any funds to be raised from other sources to achieve the purposes stated; (b) The sources of any additional funds; and (c) Whether the sources are firm or contingent and, if contingent, an explanation of the contingency. (4) Disclosure regarding flexibility in use of Proceeds: If the issuer’s business plans require flexibility in the use of unspecified proceeds from the SOAR Offering the issuer must: (a) Disclose all potential uses of the proceeds with qualifying language that the uses may be subject to change; and (b) Indicate the circumstances that may lead to reallocation and the potential areas of reallocation. (5) Disclosure Regarding Sufficiency of Funds: The disclosure document, must disclose in the risk factor section whether the proceeds of the offering are insufficient to sustain the issuer’s activities for at least 12 months following the offering. (6) Written legend: The disclosure document shall contain the following legend, which shall be prominently displayed and in print that is easy to read: "The securities offered are registered with the Director of the Department of Consumer and Business Services for the State of Oregon under the Small Offering Abbreviated Registration (SOAR) rules. The Director reviewed the document only briefly. These securities have not been approved or disapproved by any federal or state securities commission or other regulatory authority. Also, no federal or state agency has determined whether the statements made in this document are truthful or complete. Any representation to the contrary is a criminal offense. In deciding whether or not to invest in these securities, you should rely on your own examination of the company issuing the securities and the terms of the offering including the merits and risks involved." (7) Applicability of the Anti-fraud Provisions: The SOAR Offering shall not be construed as waiving or modifying the provisions of the Oregon Securities Law relating to disclosure of material information to investors. Statutory/Other Authority: ORS 59.065 & 59.285 Statutes/Other Implemented: ORS 59.065 History: FSR 5-2018, adopt filed 04/26/2018, effective 05/01/2018
441-065-0223 Denial or Approval of a SOAR Offering Application by the Director (1) The Director shall review a SOAR Application and tender any comments to the application within 15 business days after receipt of the application. The application is considered to have been received when all documents required by OAR 441-065-0221 have been received and the fees paid. (2) The Director may deny the application if the issuer has not complied with any provision of the SOAR, the Oregon Securities Law, or does not demonstrate that the offering proceeds, together with all other sources of financing currently available to the issuer, are sufficient to sustain the issuer’s proposed activities. (3) Unless the application is denied, the Director shall approve the application by issuing an Order of Registration. The registration is effective on the Effective Date of Registration. The securities may thereafter be sold in accordance with the registration and any conditions, limitations or restrictions imposed by the director. The registration shall expire one year from the Effective Date of Registration. Statutory/Other Authority: ORS 59.065 & 59.285 Statutes/Other Implemented: ORS 59.065 History: FSR 5-2018, adopt filed 04/26/2018, effective 05/01/2018