justicedao/ipfs_state_laws huggingface dataset:
441-035-0160 Use of the Internet by Third Party Platform Providers A third party platform provider may post advertising materials allowed under OAR 441-035-0130 and offering documents under 441-035-0120 for OIO securities, under the following conditions: (1) The platform is intended to host multiple OIO issuers; (2) The platform does not solicit, sell, or effect transactions in securities unless it is a registered broker-dealer under ORS 59.015(a). However, a third party platform may: (a) Allow an investor to transmit investor funds to an unaffiliated third party that is licensed or authorized to transmit money; (b) Allow an investor to transmit funds to the issuer; or (c) Direct an unaffiliated third party to transmit investor funds to the issuer pursuant to an written agreement; (d) Collect certification and documentary evidence regarding an interested party’s residency required by OAR 441-035-0090 provided the third party platform provider complies with the records requirement in 441-035-0220. (3) The platform does not offer investment advice, endorse, or solicit for any issuer on the platform; (4) The platform does not engage in secondary trading of an issuer’s securities; and (5) A platform only charges a flat fee for the upkeep of the website and may not obtain any security interest in the issuer in return for posting information on the platform. Platforms may offer and charge fees for add-on services not directly related to the offer and sale of securities sold in reliance on the OIO. 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
441-035-0170 Prohibited Offerings The OIO exemption is unavailable for the following types of offerings: (1) Offerings involving development stage companies without a specific business plan or purpose, or in which the issuer has indicated that its business is to engage in a merger or acquisition with an unidentified company or companies, or other unidentified entities or persons, or without an allocation of proceeds for sufficiently identifiable properties or objectives (e.g., “blank check” offerings); (2) Offerings that involve the sale of securities other than notes, stocks, or debentures; (3) Offerings involving petroleum exploration or production, mining, or any other extractive industries; or (4) Offerings involving an investment company as defined and classified under Section 3 of the Investment Company Act of 1940. 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
441-035-0180 Prohibition on Commissions, Fees and Other Remuneration No person may receive a commission, fee, or other remuneration for offering, soliciting or selling any OIO security. Statutory/Other Authority: ORS 59.035 Statutes/Other Implemented: ORS 59.035 History: FCS 1-2015, f. & cert. ef. 1-15-15
441-035-0190 Integration (1) All separate sales of securities will be included as part of the OIO if, after considering the following elements, there are compelling reasons to treat the sale as part of the same offering. The elements to be considered include, but are not limited to: (a) Whether the sales are part of a single plan of financing; (b) Whether the sales involved issuance of the same type of security; (c) Whether the sales are made at or about the same time; (d) Whether the same type of consideration is received; and (e) Whether the sales are made for the same general purpose. (2) Offers and sales of the following securities will not integrate with offerings under these rules: (a) Sales conducted under a SEC Rule 701Employee benefit plan; (b) Regulation A adopted under the Securities Act of 1933 as amended; (c) Regulation S adopted under the Securities Act of 1933 as amended; (d) Securities offered and sold under section 4(a)(6) of the Securities Act of 1933 as amended. (3) Safe harbor: Sales of securities made more than six months prior to the offer or sale of securities in reliance on this exemption, or more than six months after the completion of offer or sale of securities in reliance on this exemption will not be counted or included as sales made as part of the same offering under this rule if there are no sales of securities of the same or similar type by the issuer during either six month period. 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
441-035-0210 Bad Actor Disqualification (1) The OIO exemption is not available if, within five years prior to the offering, any of the following apply: (a) An issuer or person affiliated with the issuer has filed a registration statement which is the subject of any pending proceeding or examination under section 8 of the Securities Act of 1933 or has been the subject of any refusal order or stop order thereunder. (b) An issuer or person affiliated with the issuer is subject to any pending proceeding under SEC rule 258 promulgated under the Securities Act of 1933, or any similar section adopted under section 3(b) of the Securities Act of 1933, or to an order entered thereunder. (c) An issuer or person affiliated with the issuer has been convicted of any felony or misdemeanor involving the offer, purchase, or sale of any security, or involving the making of any false filing related to the offer or sale of any security, or any felony or misdemeanor involving dishonesty. (d) An issuer or a person affiliated with the issuer is, or has been, subject to a state administrative order or judgment containing findings that the issuer or person affiliated with the issuer engaged in fraud or deceit, including but not limited to, making untrue statements of material facts and omitting to state material facts, in connection with the purchase or sale of securities. (e) An issuer or person affiliated with the issuer has ever been subject to any order, judgment, or decree of any court of competent jurisdiction or regulatory authority (including non-U.S. regulatory authorities) preliminarily, temporarily, or permanently restraining or enjoining such person from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or involving the making of any false filing related to the offer or sale of any security. (f) An issuer or a person affiliated with the issuer is the subject of a cease and desist order entered after notice and opportunity for hearing by the Director, a securities agency or administrator of another state or Canadian province or territory, the United States Securities and Exchange Commission or the United States Commodity Futures Trading Commission that contains allegations of securities fraud or misrepresentations in connection with investment offerings. (g) An issuer or a person affiliated with the issuer has been barred from using any exemption under the Oregon Securities Law pursuant to an order of the Director. (2) The disqualification under this rule may not apply if: (a) The Director determines that it is not necessary under the circumstances that an exemption be unavailable; and (b) The issuer establishes that they did not know, and in the exercise of reasonable care could not have known, that a disqualification existed under this rule. 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
441-035-0220 Records The issuer shall maintain the following records for inspection by the Director for four (4) years from the date the OIO is completed. (1) Any information the issuer, broker dealer, or salesperson collected and relied upon to determine the residency and income of an investor; (2) Records relating to sales of securities following the close of the offering that are considered as part of the offering; and (3) All disclosures, advertising, and materials used in connection with the sale of OIOs. 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
441-035-0230 Burden of Proof Under ORS 59.275, issuers, broker-dealers, and salespersons relying upon the OIO rules bear the burden of proving they satisfy all the conditions of the OIO in any civil, criminal, or administrative action brought under or in connection with Oregon Securities Law. (1) The isolated and inadvertent failure to comply with the disclosure requirements under OAR 441-035-0120(1) will result in the loss of the exemption only as to the specific sales if the seller demonstrates to the Director that they acted in good faith and sustains the burden of proof that they acted without intent to violate OAR 441-035-0120(1) and provides the correct disclosures to the purchaser and offers to cancel or rescind the sale not more than 10 business days after the discovery of the violation. The rescission offer must be held open for at least 30 calendar days. (2) The isolated and inadvertent failure to comply with the reporting requirements under OAR 441-035-0125 and records requirements under OAR 441-035-0225 will not itself result in the loss of the OIO exemption provided that the seller demonstrates to the Director that they acted in good faith and sustains the burden of proof that they acted without intent to violate OAR 441-035-0125 or 441-035-0225 and they submit the required report or records within 10 days after discovery. (3)The isolated and inadvertent failure to comply with the purchaser limitations under OAR 441-035-0090(3) will result in the loss of the exemption only as to the specific sales provided that the seller demonstrates to the Director that they acted in good faith and sustains the burden of proof that they acted without intent to violate OAR 441-035-0090(3) and the seller either cancels or rescinds the sale within 30 calendar days after discovery of the violation. 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
441-035-0240 Waivers Issuers may seek a waiver from the following requirements by submitting a request in writing demonstrating why a waiver should be granted and an analysis of why a waiver will not weaken the investor protection components of these rules. Issuers may seek waivers from the requirements of: (1) The provisions under OAR 441-035-0080(6) (concerning number of employees); (2) The provisions under OAR 441-035-0090(8) (meeting with a business technical service provider); (3) Types of securities allowed under OAR 441-035-0090(9). Statutory/Other Authority: ORS 59.035 & 17 CFR § 230.147A Statutes/Other Implemented: ORS 59.035 History: FSR 12-2017, adopt filed 12/28/2017, effective 01/01/2018
441-045-0010 Blank Check Company Securities Denial of Transactional Exemptions (1) No issuer, licensed broker-dealer, or affiliate of an issuer or licensed broker-dealer may effect transactions in the securities of a “blank check company,” as that term is defined pursuant to section (2) of this rule, in reliance on any exemption pursuant to ORS 59.035. (2) For purposes of this rule, a “blank check company” shall mean a company that: (a) Is devoting substantially all of its efforts to establishing a new business in which planned principal operations have not commenced or, that has commenced planned principal operations, but has not derived significant revenue therefrom; (b) Has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies; and (c) Is issuing or has issued “penny stock” as that term is defined in section (3) of this rule. (3) For purposes of this rule, the term “penny stock” shall mean any equity security having a price of less than five dollars, excluding any broker-dealer commission, commission equivalent, mark-up or mark-down in an agency transaction or a contemporaneous offsetting purchase and sale principal transaction, but including any broker-dealer mark-up or mark-down in any other principal transaction; other than a security that is: (a) Registered or approved for registration and traded on a national securities exchange registered with the Securities and Exchange Commission; (b) Quoted or approved for quotation on NASDAQ; or (c) Issued by an investment company registered under the Investment Company Act of 1940. (4) The provisions of this rule shall not apply to a transaction involving a licensed broker-dealer or affiliate serving as agent in an unsolicited transaction pursuant to ORS 59.035(8). (5) Written requests for waiver of the prohibitions of this rule pursuant to OAR 441-011-0020 may be made by any person. Waivers may be granted only where it can be shown that such action would not be contrary to the public interest. Statutory/Other Authority: ORS 59.045(1) Statutes/Other Implemented: ORS 59.045(1) History: FCS 1-1992, f. 1-31-92, cert. ef. 2-1-92
441-049-1001 Fees for Federal Covered Securities Notice Filings Pursuant to ORS 59.049, for new filings received on or after July 1, 2017 or renewal filings effective on or after July 1, 2017, the director sets the following fees for notice filings for federal covered securities: (1) For an investment company, other than a unit investment trust, an initial filing fee of $500 and renewal notice filing fee of $500 per portfolio. Issuers may submit filings containing multiple portfolios, provided the portfolios are identified in the Form NF and correct fees are paid. (2) For a unit investment trust notice filing, an initial fee of $500 per portfolio and a renewal fee of $500 per portfolio. Issuers may submit filings containing multiple portfolios, provided the portfolios are identified in the Form NF and correct fees are paid. (3) For a notice filing for offerings to qualified purchasers, or of federally exempt securities or federally exempt transactions pursuant to section 18(b)(3) or (4), other than section 18(b)(4)(E), of the Securities Act of 1933, as amended, a fee of $200. No renewal notice filing or fee is required. (4) For a Regulation D Rule 506 offering notice filing, a fee of $250. No renewal notice filing or fee is required. 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 2-2017, f. 1-31-17, cert. ef. 2-1-17 FCS 8-2010, f. 6-22-10, cert. ef. 7-1-10 FCS 3-2006, f. & cert. ef. 5-4-06 FCS 1-2004, f. & cert. ef. 5-19-04 FCS 2-2003(Temp), f. & cert. ef. 11-26-03 thru 5-21-04
441-049-1011 Scope and Definitions (1)(a) Scope of rule. The Notice Filing Rules (OAR 441-049-1011 to 441-049-1051) provide Oregon procedures for notice filings and renewals under ORS 59.049. (b) Application of Notice Filing Rules: (A) An offering under the Notice Filing Rules does not have to comply with OAR 441 Division 065 Registration of Securities or 441 Division 070 Renewal of Securities Registrations; and (B) An effective offering under former OAR 441-025-0045 or an effective registered offering that qualifies for the Notice Filing Rules shall become subject to the Notice Filing Rules when the person that previously filed under former 441-025-0045 or securities offering registrant files under the notice filing renewal procedures in 441-049-1021(6). (2) Definitions. As used in the Notice Filing Rules: (a) “Federal Crowdfunding Offering” means a security that is a federal covered security under section 18(b)(4)(C) of the Securities Act of 1933 by virtue of the fact that the offering is exempt under Sections 4(a)(6) of the Securities Act of 1933, as amended, and Regulation Crowdfunding promulgated thereunder (17 CFR §227) or will be such a covered security upon completion of the transaction, and the issuer either has its principal place of business in Oregon, or sells 50% or greater of the aggregate amount of the offering to residents of Oregon; (b) "Investment company notice filing" means a filing by a mutual fund, unit investment trust or other investment company, that covers a security that would be a federal covered security pursuant to section 18(b)(2) of the Securities Act of 1933, as amended; (c) "NASAA" means the North American Securities Administrators Association Inc.; (d) "NASAA Form NF" means the Uniform Investment Company Notice Filing form adopted by the NASAA; (e) "Notice Filing Rules" means the rules in OAR 441-049-1011 to 441-049-1051; (f) "Offering to qualified purchaser," "federally exempt security" or "federally exempt transactions" means offerings of federal covered securities that are subject to section 18(b)(3) or 18(b)(4) of the Securities Act of 1933, as amended, but does not include section 18(b)(4)(E) of that Act; (g) "Rule 506 offering" means an offering of federal covered securities that is subject to section 18(b)(4)(E) of the Securities Act of 1933, as amended; (h) "SEC" means the Securities and Exchange Commission; and (i) "SEC Form D" means" Form D; Notice of Exempt Offering of Securities. Statutory/Other Authority: ORS 59.049 & 17 CFR §227 Statutes/Other Implemented: ORS 59.049 History: FSR 2-2018, amend filed 01/30/2018, effective 02/01/2018 FSR 2-2017, f. 1-31-17, cert. ef. 2-1-17 FCS 3-1998, f. & cert. ef. 7-2-98
441-049-1031 Investment Company Notice Filing (1) An investment company notice filing shall comply with this rule. (2) The notice required by ORS 59.049 shall: (a) Identify the portfolios offered through the same SEC registration; and (b) Subject to section (3) of this rule, be filed on NASAA Form NF. (3) In lieu of the notice provided in section (2) of this rule, if the issuer follows ORS 59.049(1), and files a copy of its registration statement as filed with the SEC, the issuer shall advise the Director of the number of portfolios covered by the registration statement and pay fees as provided in OAR 441-049-1001. Statutory/Other Authority: ORS 59.049 & 59.085 Statutes/Other Implemented: ORS 59.049 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 3-1998, f. & cert. ef. 7-2-98
441-049-1041 Offering to Qualified Purchaser, Federally Exempt Securities and Federally Exempt Transactions (1) Except as provided in section (2) of this rule, an issuer offering a security that is a covered security under section 18(b)(3) or (4), other than sections 18(b)(4)(C) or 18(b)(4)(E), of the Securities Act of 1933, as amended, shall: (a) File a written notice of such offering identifying the issuer and seller if other than the issuer; and (b) Pay a fee as set in OAR 441-049-1001. (2) An issuer offering a security that is a variable annuity is exempt from notice filing and the fee requirements under ORS 59.049 and OAR 441-049-1001 provided the security is: (a) A covered security under section 18(b)(4) by virtue of being an exempted security under section 3(a)(8) of the Securities Act of 1933; and (b) In a form filed with and approved by the Director of the Department of Consumer and Business Services under the Oregon Insurance Code. Statutory/Other Authority: ORS 59.049 & 17 CFR §227 Statutes/Other Implemented: ORS 59.049 History: FSR 2-2018, amend filed 01/30/2018, effective 02/01/2018 FCS 4-2007, f. 10-11-07, cert. ef. 1-1-08 FCS 1-2004, f. & cert. ef. 5-19-04 FCS 2-2003(Temp), f. & cert. ef. 11-26-03 thru 5-21-04 FCS 3-1998, f. & cert. ef. 7-2-98
441-049-1051 Rule 506 Offerings A person offering a covered security under section 18(b)(4)(E) shall: (1)(a) File a notice on SEC Form D not later than 15 days after the first sale of securities subject to the notice in Oregon; (b) For the purposes of notice, submit to the director the aggregate amount offered in Oregon; (A) An offering amount may be "Indefinite" if the amount being offered is undetermined or cannot be calculated at the present time, such as if the offering includes securities to be acquired upon the exercise or exchange of other securities or property and the exercise price or exchange value is not currently known or knowable. (B) If an amount is definite but difficult to calculate without unreasonable effort or expense, provide a good faith estimate. (2) Pay a fee as set in OAR 441-049-1001. [ED. NOTE: Forms referenced are available from the agency.] Statutory/Other Authority: ORS 59.049 & 59.085 Statutes/Other Implemented: ORS 59.049 History: FSR 2-2017, f. 1-31-17, cert. ef. 2-1-17 FCS 1-2004, f. & cert. ef. 5-19-04 FCS 2-2003(Temp), f. & cert. ef. 11-26-03 thru 5-21-04 FCS 3-1998, f. & cert. ef. 7-2-98
441-049-1061 Federal Crowdfunding Offerings (1) An issuer that offers and sells securities in Oregon in an offering exempt under federal Regulation Crowdfunding adopted pursuant to section 18(b)(4)(C) of the Securities Act of 1933, and that either has its principal place of business in Oregon or sells 50% or greater of the aggregate amount of the offering to residents of Oregon, shall file the following with the Director: (a) A completed Uniform Notice of Federal Crowdfunding Offering form or copies of all documents filed with the Securities and Exchange Commission; and (b) The filing fee as set out in 441-049-1001. (2) If the issuer has its principal place of business in Oregon, the filing required under subsection (1) shall be filed with the Director when the issuer makes its initial Form C filing concerning the offering with the Securities and Exchange Commission. If the issuer does not have its principal place of business in this state but residents of Oregon have purchased 50% or greater of the aggregate amount of the offering, the filing required under paragraph (1) shall be filed when the issuer becomes aware that such purchases have met this threshold and in no event later than thirty (30) days from the date of completion of the offering. Statutory/Other Authority: ORS 59.049 & 17 CFR §227 Statutes/Other Implemented: ORS 59.049 History: FSR 2-2018, adopt filed 01/30/2018, effective 02/01/2018
441-065-0001 Fees for Registration of Securities Pursuant to ORS 59.065, the Director sets the following fees for registration of securities: (1) For initial registration, a fee of 1/10 of 1% of the amount offered in Oregon, with a minimum fee of $200 and a maximum fee of $1,500. (2) For renewal of a current registration, a fee of 1/10 of 1% of the amount offered in Oregon, with a minimum fee of $200 and a maximum fee of $1,500. (3) To increase the aggregate offering amount of a current registration, a fee calculated for registration of the desired aggregate offering amount less fees previously paid for the current registration, but not less than $100. Amending the aggregate offering amount does not extend the expiration date of the current registration. Statutory/Other Authority: ORS 59.065 Statutes/Other Implemented: ORS 59.065 & 59.070 History: FCS 1-2004, f. & cert. ef. 5-19-04 FCS 2-2003(Temp), f. & cert. ef. 11-26-03 thru 5-21-04