justicedao/ipfs_state_laws huggingface dataset:
441-065-0224 Retroactive Registration of SOAR Securities that Exceed the Amount Registered If a person sells securities that are registered as a SOAR Offering that are in excess of the amount stated on the Form 440-2013 and the Order of Registration, the seller may seek to retroactively register the unregistered shares by paying three times the difference between the initial fee paid and the fee required under OAR 441-065-0001 for the securities sold in Oregon. The additional fee may not be less than $100. Registration of the excess securities shall be effective retroactively to the date of sale. Statutory/Other Authority: ORS 59.065, 59.125 & 59.285 Statutes/Other Implemented: ORS 59.065 & 59.125 History: FSR 5-2018, adopt filed 04/26/2018, effective 05/01/2018
441-065-0250 Definitions The following definitions are adopted for the purpose of this division: (1) An “agency transaction” is defined as a transaction in securities where one person acts for the account of another person. (2) A “generic registration” of securities is defined as a registration procedure where a variety and series of securities to be offered is registered based on a gross dollar volume. (3) A “participation” or “fractional interest” is defined as a transaction where several investors are given an interest in a single mortgage, trust deed, or single land sales contract. This is sometimes referred to as a “split.” (4) A “pooled investment or interest” is defined as a transaction where the investor is given a partial interest along with other investors, in more than one mortgage, trust deed, or land sales contract. (5) A “principal transaction” is defined as a transaction in mortgage broker securities where a person sells or deals for the person’s own account or for the account of an affiliate, officer, director or person holding a similar position with the principal. Statutory/Other Authority: ORS 59 Statutes/Other Implemented: ORS 59.065 History: FCS 7-1988, f. 3-22-88, cert. ef. 3-25-88, Renumbered from 815-037-0005 FCS 8-1987(Temp), f. 9-24-87, ef. 9-28-87 CC 2-1982, f. 1-18-82, ef. 2-1-82 CC 6-1981(Temp), f. 10-27-81, ef. 11-2-81
441-075-0010 General Renewal Procedure (1) Except for orders issued pursuant to OAR 441-065-0270(5), every order of registration or renewal automatically expires no later than 12 months from its effective date unless otherwise renewed pursuant to the rules contained in this division. (2) Generally, the renewal process shall be accomplished by following all requirements and procedures necessary for initial registration, as supplemented or modified by the requirements set forth in this division. Statutory/Other Authority: ORS 59.075 & 59.285 Statutes/Other Implemented: ORS 59.075 History: FCS 7-2000, f. & cert. ef. 6-2-00 FCS 1-1992, f. 1-31-92, cert. ef. 2-1-92
441-075-0020 Specific Renewal Procedures An application for renewal must meet the following requirements: (1) Timely Application. In order to prevent an automatic expiration of an order of registration or renewal, an applicant for renewal should file a complete application no less than 30 days prior to the expiration date of the current order of registration or renewal. Applications not timely filed will be processed, but no assurance can be given that an order of renewal will be issued prior to expiration of a previous order. (2) Incomplete Applications. Incomplete applications will not be processed. (3) Application Form. An applicant for renewal shall use the same application form used for the initial registration application or most recent renewal. (4) Aggregate Offering Amount. A renewal application may be submitted for any aggregate offering amount of securities. An applicant is not limited to renewing unsold portions of previously authorized aggregate offering amounts. (5) Fees. An applicant for renewal shall submit the appropriate fees as established pursuant to OAR 441-065-0001. (6) Prospectus. An applicant for renewal of an offering, other than a compensatory benefit plan registered under OAR 441-065-0270, shall file one copy of the most recent prospectus including supplements. (7) Financial Statements. If financial statements are not submitted as part of the prospectus or offering document, the applicant for renewal of an offering other than a compensatory benefit plan registered under OAR 441-065-0270 shall file one copy of the most recent annual financial statements, including a balance sheet, statement of income or operations, statement of cash flows, and all accompanying footnotes. The annual financial statements must be current within 135 days of filing the application for renewal, or interim financial statements current within 135 days must also be submitted. (8) Additional Documents. An applicant for renewal shall promptly furnish all additional information and documents with respect to the issuer or the securities covered by the renewal application as the Director requests. (9) Salesperson Applications. If the offering is not being sold by a licensed broker-dealer, the applicant for renewal shall submit a U-4 salesperson application for each person who will sell securities on behalf of the issuer and the appropriate fees as established pursuant to OAR 441-175-0002. The requirements for issuer salesperson licensing are set forth in OAR 441-175-0120(11). (10) Order of Renewal. An order of renewal will be issued by the Director upon receipt and processing of a complete application, unless the Director determines that the application should be denied pursuant to ORS 59.105. An order of renewal will be effective for a period of 12 months from the date of issuance. Statutory/Other Authority: ORS 59.075 & 59.285 Statutes/Other Implemented: ORS 59.065 & 59.075 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 FCS 1-1992, f. 1-31-92, cert. ef. 2-1-92
441-085-0020 Options to Underwriters (1) The North American Securities Administrators Association, Inc., has adopted a Statement of Policy regarding Options and Warrants. This rule is designed to parallel, with modifications, the Statement of Policy regarding Options and Warrants adopted by the North American Securities Administrators Association, Inc. The provisions of this rule shall apply to offerings of securities registered pursuant to ORS 59.065 and OAR 441, division 065. (2) Options granted by the issuer to underwriters or other persons as compensation, in whole or in part, for the sale of securities must be reasonable in amount and in terms and conditions under the circumstances of the particular issue. Options which meet all of the following requirements are presumptively reasonable: (a) The number of shares or units called for by such options does not exceed ten percent of the number of shares or units underwritten for the issuer in the offering; (b) The options do not exceed five years in total duration; (c) The options are exercisable at an exercise price which is initially not less than the public offering price of the securities underwritten and the options provide for an increase of the exercise price by seven percent of the initial exercise price for each full year such options are outstanding; or the options are exercisable at a price which is not less than 120 percent of the public offering price of the securities underwritten; (d) The options are not deliverable to the underwriters until the entire issue has been sold, whether it is underwritten on a firm commitment or a best-efforts basis; (e) The options are nontransferable other than by will or pursuant to the laws of descent and distribution, except to a partner of the underwriter when the underwriter is a partnership or to a stockholder, officer or director of the underwriter or beneficiary of a trust which is a stockholder of such underwriter when the underwriter is a corporation; however, after one year such a transfer may occur providing the option is exercised immediately upon transfer. If not exercised immediately upon transfer, the option shall lapse; and (f) Either the exercise of the options, or the resale, transfer and assignment of the shares underlying the options, is prohibited for a period of at least one year from the date of the offering. Statutory/Other Authority: ORS 59.085 & 59.285 Statutes/Other Implemented: ORS 59.085 History: FCS 1-1992, f. 1-31-92, cert. ef. 2-1-92
441-175-0002 Fees for Licensing or Notice Filing of Firms and Individuals Pursuant to ORS 59.175, the director sets the following fees for licensing or notice filing of firms and individuals: (1) For a broker-dealer, an initial license fee of $250 and a renewal license fee of $250; (2) For a state investment adviser, an initial license fee of $200 and a renewal license fee of $200; (3) For a federal covered investment adviser, an initial notice filing fee of $200 and a renewal notice filing fee of $200; (4) For a broker-dealer salesperson, an initial license fee of $60 and a renewal license fee of $60; (5) For an investment adviser representative, an initial license fee of $50 and a renewal license fee of $50; (6) For an agent of an issuer, an initial license fee of $60 and a renewal license fee of $60; and (7) For a filing for use of a trade name or an assumed business name, a one-time fee of $50. Statutory/Other Authority: ORS 59.049 & ORS 59.175 Statutes/Other Implemented: ORS 59.175 History: FSR 4-2025, amend filed 11/21/2025, effective 01/01/2026 FSR 2-2019, amend filed 03/18/2019, effective 04/01/2019 FSR 2-2017, f. 1-31-17, cert. ef. 2-1-17 FSR 1-2016, f. & cert. ef. 3-7-16 FCS 1-2012, f. & cert. ef. 7-9-12 FCS 8-2010, f. 6-22-10, cert. ef. 7-1-10 FCS 1-2004, f. & cert. ef. 5-19-04 FCS 2-2003(Temp), f. & cert. ef. 11-26-03 thru 5-21-04
441-175-0015 When Licensing Application Deemed Abandoned (1) For purposes of this rule, the term "application" includes all documents, information and fees prescribed for the licensing of broker-dealers, state investment advisers, salespersons, or investment adviser representatives under ORS 59.175 and OAR 441, division 175. (2) An application shall be deemed deficient when: (a) Insufficient fees have been paid and the director has notified the applicant that fees are insufficient; (b) Documents required by the rules in OAR 441, division 175 have not been submitted by the applicant; or (c) Additional information requested by the director as permitted by the rules in OAR 441, division 175 has not been submitted to the director by the applicant. (3) An application for licensing 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 licensing application 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 59.175 History: FSR 1-2016, f. & cert. ef. 3-7-16 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
441-175-0020 Exclusion from Definition of “Broker-Dealer” ORS 59.015 excludes from the definition of "broker-dealer" the following persons, provided the person is not otherwise licensed as a broker-dealer, investment adviser, or salesperson: (1) Any person who effects sales of securities that are exempt under subsection (14) of ORS 59.025 and OAR 441-025-0040. (2) Any person who is a bona fide officer, director or employee of an issuer whose securities are registered under OAR 441-065-0035, while effecting sales of the securities without special compensation. (3) Any person, who serves as a dealer manager for an exchange offer of securities which have been registered under OAR 441-065-0035 and who does not perform any active solicitation activities in this state. (4) Any person who is a licensed Principal Real Estate Broker or Real Estate Broker acting on behalf of that person's Principal Real Estate broker, provided that all of the following conditions are met: (a) The person is actively licensed with the Oregon Real Estate Commissioner; (b) The person, with respect to securities subject to the Oregon Securities Law, ORS Chapter 59, only effects transactions in securities that are registered under 59.065, and: (A) Involve interests in a general or limited partnership, joint venture, cooperative, or unincorporated association, but not a corporation, formed for the purpose of investment in specified real property, including condominium securities; or (B) Involve resale of those securities described under paragraph (A) of this subsection. (c) The person complies with the rules of fair practice under OAR 441-175-0050; and (d) The person does not engage exclusively in the management of rental real estate as defined in ORS 696.010. (5) The director may, by order, as to any person or type of security or sale, withdraw or condition the exclusions allowed under this rule if the action would be in the public interest and would be in accordance with the purposes of the Oregon Securities Law. No person shall be liable under the Oregon Securities Law by reason of the withdrawal of the exclusions allowed under this rule if the person sustains the burden of proof that the person did not know and, in the exercise of reasonable care, could not have known of such withdrawal. Statutory/Other Authority: ORS 59.15(1) Statutes/Other Implemented: ORS 59.15(1) History: FSR 2-2017, f. 1-31-17, cert. ef. 2-1-17 FSR 1-2016, f. & cert. ef. 3-7-16 FCS 2-1994, f. & cert. ef. 1-7-94 FCS 1-1992, f. 1-31-92, cert. ef. 2-1-92 FCS 4-1991, f. & cert. ef. 8-23-91 CC 1-1983, f. & cert. ef. 1-19-83, Renumbered from 815-030-0005 CC 8-1981, f. 10-27-81, cert. ef. 12-1-81 CC 13-1973, f. 9-19-73, cert. ef. 10-5-73, Renumbered from 815-030-0015
441-175-0041 Exclusion from Definition of “Investment Adviser Representative” ORS 59.015 excludes from the definition of "investment adviser representative" the following persons, provided that the person is not otherwise licensed as a broker-dealer, federal covered investment adviser, state investment adviser, salesperson or investment adviser representative: (1) Any person, not otherwise excluded as a "state investment adviser" under subsection (20)(b) except (20)(b)(I) of ORS 59.015 or OAR 441-175-0030, who represents an excluded person. (2) Any person who is compensated by a licensed broker-dealer, federal covered investment adviser or state investment adviser on a per capita referral basis without regard to present or future fee or commission income from any customer of the licensed broker-dealer, federal covered investment adviser or state investment adviser. (3) The director may, by order, as to any person or type of activity, withdraw or condition the exclusions allowed under this rule if the action would be in the public interest and would be in accordance with the purposes of the Oregon Securities Law. No person shall be liable under the Oregon Securities Law by reason of the withdrawal of the exclusions allowed under this rule if the person sustains the burden of proof that the person did not know and, in the exercise of reasonable care, could not have known of such withdrawal. Statutory/Other Authority: ORS 59.015(8) & 59.285 Statutes/Other Implemented: ORS 59.015(8) History: FSR 1-2016, f. & cert. ef. 3-7-16 FCS 12-2001, f. 12-27-01, cert. ef. 1-1-02
441-175-0046 Federal Covered Investment Advisor Representative For purposes of ORS 59.015(8)(a)(B), the term "Investment Advisor Representative" who is employed by or associated with a federal covered investment advisor only includes an individual who has a "place of business," as that term is defined in rules or regulations promulgated under Section 203A of the Investment Advisors Act of 1940 by the U.S. Securities and Exchange Commission, in Oregon, and who either: (1) Is an Investment Advisor Representative" as that term is defined in rules or regulations promulgated under Section 203A of the Investment Advisors Act of 1940 by the U.S. Securities and Exchange Commission; or (2)(a) Is not a "supervised person" as that term is defined in rules or regulations promulgated under the Investment Advisor Act of 1940 by the U.S. Securities and Exchange Commission; and (b) Solicits, offers or negotiates for the sale of or sells investment advisory services on behalf of a federal covered investment advisor. Statutory/Other Authority: ORS 59.285 Statutes/Other Implemented: ORS 59.175 History: FSR 1-2016, f. & cert. ef. 3-7-16 FCS 2-1999, f. & cert. ef. 11-8-99
441-175-0050 Rules of Fair Practice for Real Estate Licensees Any real estate broker relying on exclusions in OAR 441-175-0020, 441-175-0030 or 441-175-0040 must comply with the following rules of fair practice: (1) All advertising involving securities registered under ORS 59.065 and OAR chapter 441, division 65 must be filed with the director before the advertising is used. (2) All customer funds and securities must be segregated from those of the real estate broker, and: (a) All customer funds must be deposited in a client trust account which is free from all claims, attachment or levy by creditors of the real estate broker; and (b) All customer securities must be held in trust in a secure depository and the securities must be free from all claims, attachment or levy by creditors of the real estate broker. (3) The real estate broker must create and maintain the following books and records pertaining to securities activities for a period of six (6) years: (a) Records of all securities sales and purchases; (b) Investor information records; (c) Trust account transactions; (d) Discretionary account agreements; (e) Investor complaints and resolution; and (f) Financial information of the real estate broker. (4)(a) A real estate broker may not recommend a securities transaction to an investor unless the real estate broker has reviewed the terms of the transaction and has reasonable grounds to believe that the recommendation is suitable for the investor on the basis of information furnished by the investor, after reasonable inquiry is made by the real estate broker, concerning the investor's investment objectives, financial situation and any other information known to and deemed relevant by the real estate broker; (b) The requirements of subsection (a) of this section, except for the requirement to review the transaction, may be satisfied if the investment in fact is suitable for the particular investor; (c) A real estate broker who is selling securities registered under OAR 441-065-0060 through 441-065-0240 to "sophisticated purchasers" shall comply with the suitability requirements for such purchasers instead of the requirements of subsection (a) of this section. (5) The responsibility for supervision of all persons engaged by a real estate broker to effect securities transactions or render advisory services is that of the Principal Real Estate broker. Supervision includes reviewing and authorizing all securities activities engaged in by Real Estate Brokers affiliated with a Principal Real Estate Broker. Statutory/Other Authority: ORS 59.15 & 59.285 Statutes/Other Implemented: ORS 59.15(1), 59.15(6), 59.15(10), 59.135 & 59.235 History: FSR 1-2016, f. & cert. ef. 3-7-16 FCS 2-1994, f. & cert. ef. 1-7-94 FCS 1-1992, f. 1-31-92, cert. ef. 2-1-92 FCS 7-1988, f. 3-22-88, cert. ef. 3-25-88, Renumbered from 815-037-0025 FCS 8-1987(Temp), f. 9-24-87, cert. ef. 9-28-87 CC 2-1982, f. 1-18-82, cert. ef. 2-1-82 CC 6-1981(Temp), f. 10-27-81, cert. ef. 11-2-81
441-175-0055 Rules of Fair Practice for Mortgage Banker and Mortgage Broker Licensees Any mortgage banker or mortgage broker licensed under ORS 59.840 to 59.980 and relying upon exclusion from the definition of "broker-dealer" pursuant to 59.015(1)(h) in connection with the offer and sale of registered offerings of securities involving real estate paper shall comply with the following rules of fair practice: (1) Securities Registration: All offerings shall be registered pursuant to the provisions of ORS 59.065 and OAR chapter 441, division 065. (2) Salesperson Licensing. All natural persons involved in the offer and sale of securities shall be licensed as issuer salespersons pursuant to the provisions of ORS 59.175 and OAR 441-175-0120. In addition, the employing mortgage banker or mortgage broker must file material amendments to the salesperson license application pursuant to the provisions of 441-175-0105. (3) Advertising. All advertising involving the offering must be filed with and accepted by the director prior to its use. (4) Supervision: The responsibility for supervision of all persons engaged by a licensee to effect securities transactions is that of the licensee. This supervision includes reviewing and authorizing all securities activities of the licensee's salespersons. (5) Investor Funds and Securities: All funds received in connection with an offering must be segregated from those of the licensee, and: (a) All investor funds must be deposited in a client trust account which is free from all claims attachment or levy by creditors of the licensee; and (b) All investor securities must be held in trust in a secure depository and the securities must be free from all claims, attachment or levy by creditors of the licensee. (6) Books and Records: The licensee must create and maintain those books and records required in OAR chapter 441, division 865. (7) Investor Suitability: (a) A licensee shall not recommend a securities transaction to an investor unless the licensee has reviewed the terms of the transaction and, after reasonable inquiry by the licensee, the licensee has reasonable grounds to believe that the recommendation is suitable for the investor on the basis of: (A) Information furnished by the investor (including the investor's investment objectives and financial situation); and (B) Any other relevant information known to the licensee. (b) The requirements of subsection (a) of this section, except for the requirement to review the terms of the transaction, may be satisfied if the investment is in fact suitable for the particular investor; (c) Specific investor suitability requirements established pursuant to rule or order of the director shall take precedence over the general investor suitability requirements of subsection (a) of this section. Statutory/Other Authority: ORS 59.235 & 59.285 Statutes/Other Implemented: ORS 59.135 & 59.175 History: FSR 1-2016, f. & cert. ef. 3-7-16 FCS 9-2003, f. 12-30-03, cert. ef. 1-1-04 FCS 7-1994, f. & cert. ef. 5-13-94