reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.485 - Required reporting by certain securities professionals of suspected financial exploitation.

(1) Except as provided in subsection (4) of this section, a qualified individual who has reasonable cause to believe that financial exploitation of a vulnerable person with whom the qualified individual comes into contact has occurred, has been attempted or is being attempted shall, as soon as is practicable, notify the Department of Consumer and Business Services, either orally or in writing.
(2) A notification made under subsection (1) of this section must include the following information, if known:
(a) The identity and address of the vulnerable person;
(b) The identity of all persons that the qualified individual believes are responsible for the suspected or attempted financial exploitation; and
(c) The nature and extent of the suspected or attempted financial exploitation.
(3) Upon receipt of a notification under subsection (1) of this section, the department shall:
(a) Immediately forward the notification to the Department of Human Services;
(b) If it reasonably appears that a violation of the Oregon Securities Law or rules adopted thereunder has occurred or is occurring, promptly investigate the suspected or attempted financial exploitation; and
(c) If it reasonably appears that a crime has been committed or attempted, promptly notify a law enforcement agency.
(4) Subsection (1) of this section does not apply to a qualified individual who is employed by a financial institution or trust company. [2017 c.514 §3]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.490 - Notifications to third parties.

(1) If a qualified individual has reasonable cause to believe that financial exploitation of a vulnerable person with whom the qualified individual comes into contact has occurred, has been attempted or is being attempted, the qualified individual may notify any third party who was previously designated by the vulnerable person to receive information from the qualified individual regarding the vulnerable person, or whom the qualified individual is otherwise permitted to notify under state or federal law or customer agreement.
(2) Disclosure may not be made under this section to any third party that is suspected of actual or attempted financial exploitation or other abuse of the vulnerable person. [2017 c.514 §4]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.495 - Delay of disbursements; notifications.

(1) A broker-dealer or state investment adviser may delay a disbursement from an account of a vulnerable person or an account on which a vulnerable person is a beneficiary if:
(a) The broker-dealer, the state investment adviser or a qualified individual reasonably believes that the requested disbursement might result in financial exploitation of a vulnerable person; and
(b) The broker-dealer or state investment adviser:
(A) Within two business days of the request for disbursement, provides written notification of the delay and the reason for the delay to all parties authorized to transact business on the account, except to any party that is suspected to have engaged in actual or attempted financial exploitation of the vulnerable person;
(B) Within two business days of the request for disbursement, notifies the Department of Consumer and Business Services and the Department of Human Services of the delay and the reason for the delay; and
(C) Conducts an internal review of the suspected financial exploitation and reports the results of the review to the Department of Consumer and Business Services and the Department of Human Services.
(2) A delay of a disbursement under this section may not extend beyond the earlier of:
(a) Fifteen business days after the date on which the broker-dealer or state investment adviser first delayed disbursement of the funds; or
(b) The date on which a determination is made by the broker-dealer or state investment adviser that the disbursement will not result in financial exploitation of the vulnerable person.
(3) Notwithstanding subsection (2) of this section, upon request of the Department of Consumer and Business Services, a delay of a disbursement under this section may extend beyond 15 business days after the date on which the broker-dealer or state investment adviser first delayed disbursement of the funds, but not beyond the earliest of:
(a) Twenty-five business days after the date on which the broker-dealer or state investment adviser first delayed disbursement of the funds;
(b) The date on which an order terminating the delay is entered by a court of competent jurisdiction; or
(c) The date on which the department issues an order terminating the delay.
(4) The department or a broker-dealer or state investment adviser that initiated a delay of a disbursement under this section may petition a court of competent jurisdiction for an order delaying or enjoining a disbursement of funds or for other protective relief on the grounds that financial exploitation of a vulnerable person is otherwise likely to occur. [2017 c.514 §5]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.500 - Limitation on liability.

Qualified individuals, broker-dealers and state investment advisers are not liable under state law for the following actions, if performed in good faith, with reasonable cause and with the exercise of reasonable care:
(1) Disclosing information under ORS 59.485, 59.490 or 59.505;
(2) Failing to notify a vulnerable person of a disclosure of information under ORS 59.485, 59.490 or 59.505; or
(3) Delaying a disbursement under ORS 59.495. [2017 c.514 §6]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.505 - Provision of records to law enforcement and certain state agencies.

(1) Upon request of the Department of Consumer and Business Services, the Department of Human Services or a law enforcement agency, a broker-dealer or state investment adviser shall provide copies of records related to any suspected financial exploitation of a vulnerable person to the requester. The records may include historical records if relevant to suspected financial exploitation of a vulnerable person.
(2) A record made available to an agency under this section is not a public record for purposes of ORS 192.311 to 192.478.
(3) Nothing in this section limits the authority of the Department of Consumer and Business Services to access or examine the books and records of broker-dealers and state investment advisers as otherwise provided by law. [2017 c.514 §7]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.535 - Definitions for ORS 59.535 to 59.585.

For the purposes of ORS 59.535 to 59.585, unless the context otherwise requires:
(1) "Beneficiary form" means a registration of a security which indicates the present owner of the security and the intention of the owner regarding the person who will become the owner of the security upon the death of the owner.
(2) "Devisee" means any person designated in a will to receive a disposition of real or personal property.
(3) "Heirs" means those persons, including the surviving spouse, who are entitled under the statutes of intestate succession to the property of a decedent.
(4) "Person" means an individual, a corporation, an organization or other legal entity.
(5) "Personal representative" includes executor, administrator, successor personal representative, special administrator and persons who perform substantially the same function under the law governing their status.
(6) "Property" includes both real and personal property or any interest therein and means anything that may be the subject of ownership.
(7) "Register," including its derivatives, means to issue a certificate showing the ownership of a certificated security or, in the case of an uncertificated security, to initiate or transfer an account showing ownership of securities.
(8) "Registering entity" means a person who originates or transfers a security title by registration, and includes a broker maintaining security accounts for customers and a transfer agent or other person acting for or as an issuer of securities.
(9) "Security" means a share, participation or other interest in property, in a business, or in an obligation of an enterprise or other issuer, and includes a certificated security, an uncertificated security and a security account.
(10) "Security account" means:
(a) A reinvestment account associated with a security, a securities account with a broker, cash, cash equivalents, interest, earnings or dividends earned or declared on a security in an account, a reinvestment account or a brokerage account, whether or not credited to the account before the owner’s death;
(b) A cash balance or other property held for or due to the owner of a security as a replacement for or product of an account security, whether or not credited to the account before the owner’s death; or
(c) An investment management account, a safekeeping account or a custody account with a financial institution or trust company, as those terms are defined in ORS 706.008, including the securities in the account and cash, cash equivalents, interest, earnings or dividends earned or declared on a security in the account, whether or not credited to the account before the owner’s death.
(11) "State" includes any state of the United States, the District of Columbia, the Commonwealth of Puerto Rico and any territory or possession subject to the legislative authority of the United States. [1991 c.306 §1; 2007 c.514 §1]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.540 - Registration in beneficiary form; sole or joint tenancy ownership.

Only individuals whose registration of a security shows sole ownership by one individual or multiple ownership by two or more with right of survivorship, rather than as tenants in common, may obtain registration in beneficiary form. Multiple owners of a security registered in beneficiary form hold as joint tenants with right of survivorship, as tenants by the entireties, or as owners of community property held in survivorship form, and not as tenants in common. [1991 c.306 §2]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.545 - Registration in beneficiary form; applicable law.

A security may be registered in beneficiary form if the form is authorized by this or a similar statute of the state of organization of the issuer or registering entity, the location of the registering entity’s principal office, the office of its transfer agent or its office making the registration, or by this or a similar statute of the law of the state listed as the owner’s address at the time of registration. A registration governed by the law of a jurisdiction in which this or similar legislation is not in force or was not in force when a registration in beneficiary form was made is nevertheless presumed to be valid and authorized as a matter of contract law. [1991 c.306 §3]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.550 - Origination of registration in beneficiary form.

A security, whether evidenced by certificate or account, is registered in beneficiary form when the registration includes a designation of a beneficiary to take the ownership at the death of the owner or the deaths of all multiple owners. [1991 c.306 §4]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.555 - Form of registration in beneficiary form.

Registration in beneficiary form may be shown by the words "transfer on death" or the abbreviation "TOD," or by the words "pay on death" or the abbreviation "POD," after the name of the registered owner and before the name of a beneficiary. [1991 c.306 §5]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.560 - Effect of registration in beneficiary form.

The designation of a TOD beneficiary on a registration in beneficiary form has no effect on ownership until the owner’s death. A registration of a security in beneficiary form may be canceled or changed at any time by the sole owner or all then surviving owners without the consent of the beneficiary. [1991 c.306 §6]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.565 - Ownership on death of owner.

On death of a sole owner or the last to die of all multiple owners, ownership of securities registered in beneficiary form passes to the beneficiary or beneficiaries who survive all owners. On proof of death of all owners and compliance with any applicable requirements of the registering entity, a security registered in beneficiary form may be reregistered in the name of the beneficiary or beneficiaries who survived the death of all owners. Until division of the security after the death of all owners, multiple beneficiaries surviving the death of all owners hold their interests as tenants in common. If no beneficiary survives the death of all owners, the security belongs to the estate of the deceased sole owner or the estate of the last to die of all multiple owners. [1991 c.306 §7]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.570 - Protection of registering entity.

(1) A registering entity is not required to offer or to accept a request for security registration in beneficiary form. If a registration in beneficiary form is offered by a registering entity, the owner requesting registration in beneficiary form assents to the protections given to the registering entity by ORS 59.535 to 59.585.
(2) By accepting a request for registration of a security in beneficiary form, the registering entity agrees that the registration will be implemented on death of the deceased owner as provided in ORS 59.535 to 59.585.
(3) A registering entity is discharged from all claims to a security by the estate, creditors, heirs or devisees of a deceased owner if it registers a transfer of the security in accordance with ORS 59.565 and does so in good faith reliance on the registration, on ORS 59.535 to 59.585 and on information provided to it by affidavit of the personal representative of the deceased owner, or by the surviving beneficiary or by the surviving beneficiary’s representatives, or other information available to the registering entity. The protections of ORS 59.535 to 59.585 do not extend to a reregistration or payment made after a registering entity has received written notice from any claimant to any interest in the security objecting to implementation of a registration in beneficiary form. No other notice or other information available to the registering entity affects its right to protection under ORS 59.535 to 59.585.
(4) The protection provided by ORS 59.535 to 59.585 to the registering entity of a security does not affect the rights of beneficiaries in disputes between themselves and other claimants to ownership of the security transferred or its value or proceeds. [1991 c.306 §8]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.575 - Nontestamentary transfer on death.

(1) A transfer on death resulting from a registration in beneficiary form is effective by reason of the contract regarding the registration between the owner and the registering entity and ORS 59.535 to 59.585, and is not testamentary.
(2) ORS 59.535 to 59.585 do not limit the rights of creditors of security owners against beneficiaries and other transferees under other laws of this state. [1991 c.306 §9]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.580 - Terms, conditions and forms for registration.

(1) A registering entity offering to accept registrations in beneficiary form may establish the terms and conditions under which it will receive requests for registrations in beneficiary form and for implementation of registrations in beneficiary form, including requests for cancellation of previously registered TOD beneficiary designations and requests for reregistration to effect a change of beneficiary. The terms and conditions so established may provide for proving death, avoiding or resolving any problems concerning fractional shares, designating primary and contingent beneficiaries and substituting a named beneficiary’s descendants to take in the place of the named beneficiary in the event of the beneficiary’s death. Substitution may be indicated by appending to the name of the primary beneficiary the letters LDPS, standing for "lineal descendants per stirpes." This designation substitutes a deceased beneficiary’s descendants who survive the owner for a beneficiary who fails to so survive, the descendants to be identified and to share in accordance with the law of the beneficiary’s domicile at the owner’s death governing inheritance by descendants of an intestate. Other forms of identifying beneficiaries who are to take on one or more contingencies, and rules for providing proofs and assurances needed to satisfy reasonable concerns by registering entities regarding conditions and identities relevant to accurate implementation of registrations in beneficiary form, may be contained in a registering entity’s terms and conditions.
(2) The following are illustrations of registrations in beneficiary form which a registering entity may authorize:
(a) Sole owner-sole beneficiary: John S. Brown TOD (or POD) John S. Brown Jr.
(b) Multiple owners-sole beneficiary: John S. Brown Mary B. Brown JT TEN TOD John S. Brown Jr.
(c) Multiple owners-primary and secondary (substituted) beneficiaries: John S. Brown Mary B. Brown JT TEN TOD John S. Brown Jr. SUB BENE Peter Q. Brown
or
John S. Brown Mary B. Brown JT TEN TOD John S. Brown Jr. LDPS. [1991 c.306 §10]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.585 - Short title; rules of construction.

(1) ORS 59.535 to 59.585 shall be known as and may be cited as the Uniform TOD Security Registration Act.
(2) ORS 59.535 to 59.585 shall be liberally construed and applied to promote its underlying purposes and policy and to make uniform the laws with respect to the subject of ORS 59.535 to 59.585 among states enacting it.
(3) Unless displaced by the particular provisions of ORS 59.535 to 59.585, the principles of law and equity supplement its provisions. [1991 c.306 §11]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.710 - Definitions for ORS 59.710 to 59.830.

As used in ORS 59.710 to 59.830, unless the context indicates otherwise:
(1) "Security," "securities" or "securities or commodities," mean and include all evidences of debt or property and options for their purchase, shares in any corporation or association, bonds, coupons, scrip, rights, choses in action, and other evidences of debt or property, and options for their purchase, or anything movable that is bought and sold.
(2) "Broker" means and includes every person who in this state engages, either for all or part of the person’s time, in the business of selling any securities or commodities, or purchasing, or otherwise acquiring securities or commodities from another for the purpose of reselling them or offering them for sale to the public; or in the business of offering, buying or selling, or otherwise dealing or trading in securities or commodities, as agent or principal, for commission or at a profit; and every person who deals in futures or differences in market quotations of prices or values of any securities or commodities, or accepts margins on purchases or sales, or pretended purchases or sales of securities or commodities.
(3) "Bucket shop" means any building, or any room, apartment, booth, office or store therein, or any other place where any contract prohibited by ORS 59.710 to 59.830 is made or offered to be made more than once and in the course of continuing or repeated transactions.
(4) "Bonds" includes the bonds or other evidences of debt of a corporation, company or association.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.720 - Application of ORS 59.710 to 59.830 to real estate contracts and brokers.

The provisions of ORS 59.710 to 59.830 shall not apply to any contract, agreement, sale, purchase, lease, conveyance or mortgage pertaining to real estate situated in this state, nor to the business of real estate brokers or principal real estate brokers, as defined in ORS 696.010, in so far as such business pertains to real estate located in this state. [Amended by 2001 c.300 §53]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.730 - Making contract involving securities without intending a bona fide sale or purchase.

No person, whether acting in the person’s own right, or as the officer, agent, servant, correspondent or representative of another, shall, as broker make or offer to make, assist in making or offering to make, perform or take part in any contract respecting the purchase or sale, either upon credit or margin, of any securities or commodities more than once, and in course of continuing or repeated transactions:
(1) Intending that the contract shall be terminated, closed or settled according to, or upon the basis of the public market quotations of or prices made on any board of trade or exchange or market which deals in such commodities or securities, and without intending a bona fide purchase or sale of the same; or
(2) Intending that the contract shall be deemed terminated, closed and settled when the market quotations or prices mentioned in subsection (1) of this section for the securities or commodities named in the contract reach a certain figure, without intending a bona fide purchase or sale of the same; or
(3) Not intending the actual bona fide receipt or delivery of such securities or commodities, but intending a settlement of the contract based upon the difference in the public market quotations or prices, mentioned in subsection (1) of this section, at which the securities or commodities are, or are asserted to be, bought or sold. The prosecution, conviction and punishment of a corporation for violation of this section shall not be deemed to be a prosecution, conviction or punishment of any of its officers, directors or stockholders.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.740 - Conducting bucket shop or repeatedly making forbidden contracts.

No person shall as owner, keeper, proprietor or person in charge of, or as officer, director, stockholder, agent, servant, correspondent or representative of any person, keep, conduct or operate any bucket shop, or knowingly permit or induce any person, whether acting in the person’s own right or as officer, agent, servant, correspondent or representative of another, to make, offer to make therein, or assist in making or in offering to make therein, any of the contract specified in ORS 59.730, more than once and in the course of continuing or repeated transactions.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.750 - Receipt or communication of prices for purpose of forbidden contract.

No person shall receive, communicate, exhibit or display in any manner any statement of quotations or prices of securities or commodities with an intent to make or offer to make, or to assist in making, or offering to make any contract prohibited by ORS 59.720 to 59.810.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.770 - Manipulating market by pretended sales.

No person shall inflate, depress or cause fluctuations in, or attempt to inflate, depress or cause fluctuations in, or combine or conspire with any other person to inflate, depress or cause fluctuations in, the market prices of stocks or bonds, or of an issue or any part of an issue of such stocks or bonds, by means of pretended purchases and sales, or by any other fictitious transactions or devices, for or on account of any person, whereby either in whole or in part a simultaneous change of ownership of or interest in such stocks or bonds or of such issue or part of an issue thereof, is not effected. A pretended purchase or sale of any stocks or bonds whereby, in whole or in part, no simultaneous change of ownership or interest therein is effected, is prima facie evidence of the violation of this section by the person taking part in the pretended purchase or sale.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.780 - Broker’s trading against customer’s order; violation of ORS 59.780 to 59.800 by member of broker’s firm.

(1) No broker, employed by a customer to buy and carry upon margin stocks or bonds, while acting as broker for the customer in respect to such stocks or bonds, shall sell for the broker’s own account the same kind or issue of stocks or bonds, with intent to trade against the customer’s order.
(2) No broker, employed by a customer to sell stocks or bonds, while acting as broker for the customer in respect to the sale of such stocks or bonds, shall purchase for the broker’s own account the same kind or issue of stocks or bonds, with intent to trade against the customer’s order.
(3) Every member of a firm of brokers who either does, or consents or assents to the doing of, any act prohibited by this section, ORS 59.790 or 59.800 is guilty of violating the section prohibiting the act.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.790 - Insolvent broker-dealer receiving securities from customer.

No broker-dealer engaged in the business of purchasing and selling stocks or bonds as a broker-dealer, knowing that the broker-dealer is insolvent, shall accept or receive from a customer ignorant of the insolvency, money, stocks or bonds belonging to the customer, except in liquidation or as security for an existing indebtedness, and thereby cause the customer to lose in whole or in part such money, stocks or bonds. A broker-dealer shall be deemed insolvent within the meaning of this section whenever the aggregate of the property of the broker-dealer is not, at a fair valuation, sufficient in amount to pay the debts of the broker-dealer. [Amended by 1987 c.158 §12]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.800 - Pledge or sale by broker-dealer of customer’s securities.

No broker-dealer engaged in the business of purchasing and selling stocks or bonds as a broker-dealer shall:
(1) While having in the possession of the broker-dealer, for safekeeping or otherwise, stocks or bonds belonging to a customer, without having any lien thereon or any special property therein, pledge or dispose thereof without the customer’s consent; or
(2) While having in the possession of the broker-dealer stocks or bonds belonging to a customer on which the broker-dealer has a lien for indebtedness due to the broker-dealer by the customer, pledge the same for more than the amount due to the broker-dealer thereon, or otherwise dispose thereof for the broker-dealer’s own benefit, with or without the customer’s consent, and without having in possession of the broker-dealer or subject to control of the broker-dealer, stocks or bonds of the kind and amount to which the customer is then entitled, for delivery to the customer upon demand of the customer therefor and tender of the amount due thereon, and thereby cause the customer to lose, in whole or in part, such stocks or bonds, or the value thereof; or
(3) Fail, on demand, to deliver to any customer, stocks or bonds owned by the customer, and in the possession of such broker-dealer, upon payment or tender of the amount the same was pledged to secure. [Amended by 1987 c.158 §13]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.810 - Delivery to customer of true statement of purchase or sale made by broker.

No person engaged in the business of purchasing or selling stocks or bonds as a broker shall refuse to deliver to each customer on whose behalf a purchase or sale of such securities is made by the person, within five days after written demand therefor made within six months following the purchase or sale, a statement or memorandum of the purchase or sale which is true in all material respects and which contains a description of the securities purchased or sold, the name of the person from whom the securities were purchased or to whom they were sold, and the day and hours between which the transaction took place.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.820 - Actions against corporation for second violation.

(1) If a domestic corporation is convicted of a second offense under ORS 59.730 to 59.810, the circuit court has jurisdiction over an action by the Attorney General, in the name of the people, to dissolve the corporation.
(2) If a foreign corporation is convicted of a second offense under ORS 59.730 to 59.810, the circuit court has jurisdiction in an action brought as provided in subsection (1) of this section to restrain the corporation from doing business in this state.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.830 - Self-incrimination by witness; immunity from prosecution.

No person shall be excused from attending and testifying, or producing any book, paper or other document before any court or magistrate, upon any trial, investigation or proceeding initiated by the district attorney, grand jury or court for a violation of any of the provisions of ORS 59.730 to 59.810, upon the ground that the testimony or evidence, documentary or otherwise, required of the person may tend to convict the person of a crime or subject the person to a penalty or forfeiture. However, no person shall be prosecuted or subjected to any penalty or forfeiture for or on account of any transaction, matter or thing concerning which the person may so testify or produce evidence, documentary or otherwise, and no testimony so given or produced shall be received against the person in any criminal action, suit or proceeding, investigation, inquisition or inquiry.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.840

[1993 c.508 §1; 1995 c.129 §1; 1995 c.622 §13; 1997 c.211 §1; 1997 c.631 §377; 1999 c.36 §1; 2001 c.377 §40; 2001 c.952 §1; 2003 c.364 §47; 2003 c.655 §48; 2009 c.863 §14; renumbered 86A.100 in 2009]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.850

[1993 c.508 §3; 1995 c.129 §2; 1997 c.631 §378; 1999 c.36 §3; 2009 c.863 §15; renumbered 86A.106 in 2009]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.925

[1993 c.508 §18; 1995 c.696 §13; 1999 c.1001 §1; 2005 c.97 §1; 2009 c.863 §23; renumbered 86A.151 in 2009]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.991 - Criminal penalties for ORS 59.005 to 59.505, 59.710 to 59.830, 59.991 and 59.995; exceptions.

(1) Except as provided in subsection (3) of this section, violation of any provision of ORS 59.005 to 59.505, 59.710 to 59.830, 59.991 and 59.995 or any rule adopted by the Director of the Department of Consumer and Business Services under ORS 59.005 to 59.505, 59.710 to 59.830, 59.991 and 59.995, except ORS 59.315 (2) or 59.810, is a Class B felony.
(2) Violation of ORS 59.315 (2) or 59.810 is a Class A misdemeanor.
(3) This section does not apply to a failure to file a notice and pay a fee under ORS 59.049 (1), (2) or (3), nor to a failure to file a notice and pay a fee pursuant to ORS 59.165 (7), nor to a failure to pay a fee pursuant to ORS 59.175 (9), nor to a violation of any rule adopted by the director under ORS 59.049 (1), (2) or (3) or 59.165 (7). [1967 c.537 §35; 1981 c.292 §5; 1987 c.603 §24; 1997 c.772 §28; 1999 c.53 §5; 2017 c.313 §5]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 059 - Securities Regulation › Section 59.995 - Civil penalties for ORS 59.005 to 59.505, 59.710 to 59.830 and 59.991; exceptions.

(1)(a) Except as provided in paragraphs (b) and (c) of this subsection, in addition to all other penalties and enforcement provisions provided by law, any person that violates or procures, aids or abets the violation of this section and ORS 59.005 to 59.505, 59.710 to 59.830 and 59.991 or any rule or order of the Director of the Department of Consumer and Business Services is subject to a penalty of not more than $20,000 for every violation, which must be paid to the General Fund of the State Treasury.
(b) Any person that violates or procures, aids or abets the violation of ORS 59.485 or of any rule the director adopts for administration of ORS 59.480 to 59.505 is subject to a penalty of not more than $1,000 for every violation, which must be paid to the General Fund of the State Treasury.
(c) A person that violates or procures, aids or abets a violation of this section or ORS 59.005 to 59.505, 59.710 to 59.830 and 59.991 or any rule or order of the director and that knows or should know that the act or practice that constitutes the violation injures, or is otherwise directed at, a vulnerable person, as defined in ORS 124.100, is in addition to all other penalties and enforcement provisions provided by law subject to a penalty of not more than $60,000 for each violation, which must be paid to the General Fund of the State Treasury.
(2) Every violation described in subsection (1)(a) and (c) of this section is a separate offense and, in the case of a continuing violation, each day’s continuance is a separate violation, but the maximum penalty for any continuing violation under subsection (1)(a) of this section may not exceed $100,000 and the maximum penalty for a continuing violation under subsection (1)(c) of this section may not exceed $300,000.
(3) Civil penalties under this section shall be imposed as provided in ORS 183.745.
(4) In addition to imposing a penalty provided under this section, the director may order a person whose acts, omissions, practices, operations or violation of ORS 59.005 to 59.505 and 59.710 to 59.830 or a rule or order of the director causes harm to another person to pay restitution to the other person.
(5) This section does not apply to:
(a) A failure to file a notice and pay a fee pursuant to ORS 59.049 (1), (2) or (3);
(b) A failure to file a notice and pay a fee pursuant to ORS 59.165 (7);
(c) A failure to pay a fee pursuant to ORS 59.175 (9); or
(d) A violation of any rule adopted by the director under ORS 59.049 (1), (2) or (3) or 59.165 (7). [1973 c.366 §10; 1975 c.491 §5; 1983 c.696 §7; 1985 c.349 §28; 1989 c.197 §18; 1991 c.734 §3; 1997 c.772 §29; 1999 c.53 §6; 1999 c.315 §4; 2017 c.313 §6; 2017 c.514 §8; 2023 c.494 §2]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.007 - Filing, service, copying and certification fees.

The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under this chapter and for process served on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 for copying any public record under this chapter, certifying the copy or certifying to other facts of record under this chapter. [1987 c.52 §6; 1989 c.383 §3; 1989 c.1040 §36; 1991 c.132 §3; 1999 c.362 §§4,4a]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.011 - Effective time and date of document.

(1) Except as provided in subsection (2) of this section and ORS 60.014 (3), 60.273 (3) and 60.285, a document accepted for filing is effective on the date the Secretary of State files the document and at the time, if any, the document specifies as the document’s effective time or at 12:01 a.m. on that date if the document does not specify an effective time.
(2) If a document specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a document specifies a delayed effective date but no time, the document becomes effective at 12:01 a.m. on that date. A delayed effective date for a document may not be later than the 90th day after the date the document is filed. [1987 c.52 §7; 1989 c.1040 §4; 2019 c.325 §19]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.014 - Correcting filed document.

(1) A domestic or foreign corporation may correct a document filed by the Secretary of State, other than an annual report, if the document contains an incorrect statement or was defectively signed, attested, sealed, verified or acknowledged.
(2) A domestic or foreign corporation shall correct a document by delivering articles of correction to the office. The articles must include the following:
(a) A description of the document, including the document’s filing date, or a copy of the document.
(b) The incorrect statement and the reason the statement is incorrect, or a description of the manner in which the signature, attestation, seal, verification or acknowledgment is defective.
(c) A correction of the incorrect statement or defective signature, attestation, seal, verification or acknowledgment.
(3) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. [1987 c.52 §8; 2017 c.55 §3]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.016 - Forms; rules.

Upon request, the Secretary of State may furnish forms for documents required or permitted to be filed by this chapter. The Secretary of State may by rule require the use of the forms. [1987 c.52 §5; 1995 c.215 §6]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.017 - Filing duty of Secretary of State.

(1) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of ORS 60.004, the Secretary of State shall file it.
(2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, except as provided in ORS 60.114, 60.117, 60.671, 60.674, 60.724, 60.727 and 60.787, the Secretary of State shall return an acknowledgment of filing to the domestic or foreign corporation or its representative.
(3) If the Secretary of State refuses to file a document, the Secretary of State shall return it to the domestic or foreign corporation or its representative within 10 business days after the document was delivered together with a brief written explanation of the reason for the refusal.
(4) The Secretary of State’s duty to file documents under this section is ministerial. The Secretary of State is not required to verify or inquire into the legality or truth of any matter included in any document delivered to the office for filing. The Secretary of State’s filing or refusing to file a document does not:
(a) Affect the validity or invalidity of the document in whole or part; or
(b) Relate to the correctness or incorrectness of information contained in the document.
(5) The Secretary of State’s refusal to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect. [1987 c.52 §9; 1989 c.1040 §5; 1999 c.486 §6]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.021 - Appeal from Secretary of State’s refusal to file document.

If the Secretary of State refuses to file a document delivered to the office for filing, the domestic or foreign corporation, in addition to any other legal remedy which may be available, shall have the right to appeal from such order pursuant to the provisions of ORS chapter 183. [1987 c.52 §10]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.024 - Evidentiary effect of copy of filed document.

(1) A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State’s signature, which may be in facsimile, is conclusive evidence that the original document or a facsimile thereof, is on file with the office.
(2) The provisions of ORS 56.110 shall apply to all documents filed pursuant to this chapter. [1987 c.52 §11]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.027 - Certificate of existence or authorization.

(1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.
(2) A certificate of existence or authorization when issued means that:
(a) The domestic corporation’s corporate name or the foreign corporation’s corporate name is registered in this state;
(b) The domestic corporation is duly incorporated under the law of this state or the foreign corporation is authorized to transact business in this state;
(c) All fees payable to the Secretary of State under this chapter have been paid, if nonpayment affects the existence or authorization of the domestic or foreign corporation;
(d) An annual report required by ORS 60.787 has been filed by the Secretary of State within the preceding 14 months; and
(e) Articles of dissolution or an application for withdrawal have not been filed by the Secretary of State.
(3) A person may apply to the Secretary of State to issue a certificate covering any fact of record.
(4) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state. [1987 c.52 §12]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.047 - Articles of incorporation.

(1) Articles of incorporation must set forth:
(a) A corporate name for the corporation that satisfies the requirements of ORS 60.094;
(b) The number of shares the corporation is authorized to issue;
(c) The address, including street and number, and mailing address, if different, of the corporation’s initial registered office and the name of the corporation’s initial registered agent at the initial registered office;
(d) The name and address of each incorporator;
(e) A mailing address to which notices, as required by this chapter, may be mailed until the corporation designates an address in the corporation’s annual report;
(f) The initial physical street address, including the number and name of the street, and the mailing address, if different, of the corporation’s principal office; and
(g) The name and address of at least one individual who is a director or controlling shareholder of the corporation or an authorized representative with direct knowledge of the operations and business activities of the corporation.
(2) The articles of incorporation may set forth:
(a) The names of the initial directors;
(b) The addresses of the initial directors;
(c) Provisions regarding:
(A) The purpose or purposes for which the corporation is organized;
(B) Managing the business and regulating the affairs of the corporation;
(C) Defining, limiting and regulating the powers of the corporation, the board of directors and shareholders; and
(D) A par value for authorized shares or classes of shares;
(d) A provision eliminating or limiting the personal liability of a director to the corporation or the corporation’s shareholders for monetary damages for conduct as a director, provided that the provision does not eliminate or limit the liability of a director for any act or omission that occurs before the date on which the provision becomes effective and the provision does not eliminate or limit the liability of a director for:
(A) Any breach of the director’s duty of loyalty to the corporation or the corporation’s shareholders;
(B) Acts or omissions that are not in good faith or that involve intentional misconduct or a knowing violation of law;
(C) Any unlawful distribution under ORS 60.367; or
(D) Any transaction from which the director derived an improper personal benefit;
(e) A provision authorizing or directing the corporation to conduct the business of the corporation in a manner that is environmentally and socially responsible; and
(f) Any provision that under this chapter is required or permitted to be set forth in the bylaws.
(3) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. [1987 c.52 §16; 1989 c.1040 §7; 1991 c.883 §1; 2007 c.254 §1; 2017 c.705 §10]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.051 - Incorporation.

(1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed by the Secretary of State.
(2) The Secretary of State’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. [1987 c.52 §17]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.057 - Organization of corporation.

(1) After incorporation, if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting.
(2) After incorporation, if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to elect directors and complete the organization of the corporation or to elect a board of directors who shall complete the organization of the corporation.
(3) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
(4) An organizational meeting may be held in or out of this state. [1987 c.52 §19]