reglab/statecodes huggingface dataset:
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0015 - When Registration Application Deemed Abandoned

Current through Register Vol. 63, No. 7, July 1, 2024
(1) For purposes of this rule, the term
			 "application" includes all documents, information and fees prescribed for the
			 registration of securities under ORS
			 59.065 and OAR 441, division
			 65.
(2) An application shall be
			 deemed deficient when:
(a) Insufficient fees
			 have been paid and the Director has notified the applicant that the fees are
			 insufficient;
(b) Documents
			 required by the rules in OAR 441, division 65 have not been submitted by the
			 applicant;
(c) Additional
			 information requested by the Director as permitted by the rules in OAR 441,
			 division 65 has not been submitted to the Director by the applicant;
			 or
(d) Changes to disclosure
			 documents requested by the Director have not been submitted to the Director by
			 the applicant.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0020 - Registration by Qualification

Current through Register Vol. 63, No. 7, July 1, 2024
(1)
			 Eligibility. Any issuer, owner, licensed broker-dealer, licensed mortgage
			 broker, or any other person on whose behalf an offering is to be made may apply
			 to register or renew by qualification.
(2) Application. An applicant for
			 registration by qualification must use
Form U-1
(developed by the
			 North American Securities Administrators Association, Inc.). The application
			 must be complete and accompanied by the following documents as applicable:
(a) One copy of the registration statement
			 filed with the Securities and Exchange Commission;
(b) One copy of the most recent
			 prospectus;
(c) The underwriting
			 agreement, agreement among underwriters, and selected dealers'
			 agreement;
(d) Copies, including
			 all amendments, of the issuer's articles of incorporation, certificate of
			 limited partnership, or charter;
(e) Issuer's bylaws as amended to
			 date;
(f) Other contracts or
			 documents of a material nature including option or warrant plans, proceeds
			 escrow agreements, stock escrow agreements, key employment contracts, leases,
			 patent opinions, preliminary title reports, and loan commitment
			 letters;
(g) Counsel's opinion as
			 to the legality of the securities to be issued and counsel's consent to use the
			 opinion;
(h) Other experts'
			 opinions or reports and consent to use the opinions;
(i) A specimen of the security including any
			 restrictions on its transfer;
(j)
			 Proposed advertising material except material described in Rules 134, 134a,
			 135, or 135a adopted under the Securities Act of 1933, as amended;
(k) Financial statements as defined in OAR
			 441-011-0040;
(l) A
Form
			 U-4
application and a filing fee as set in OAR 441-175-0002  for each
			 salesperson if the offering will not be made through a licensed broker-dealer;
			 and
(m) A registration fee as set
			 in OAR 441-065-0001.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0035 - Registration by Multijurisdictional Coordination

Current through Register Vol. 63, No. 7, July 1, 2024
(1) Securities for which a registration
			 statement has been filed under the Securities Act of 1933 on Securities and
			 Exchange Commission Forms F-7, F-8, F-9 or F-10 in connection with the same
			 offering may be registered by multijurisdictional coordination.
(2) A registration statement filed with the
			 Director under this rule shall contain the following information and be
			 accompanied by the following documents as applicable:
(a) An appropriate registration fee as set in
			 OAR 441-065-0001;
(b) An executed
			 registration application on Form U-1;
(c) One copy of the latest form of prospectus
			 filed under the Securities Act of 1933;
(d) If the Director requests, any other
			 information, or copies of any other documents, filed under the Securities Act
			 of 1933; and
(e) An undertaking to
			 forward all amendments to the federal registration statement, other than an
			 amendment which merely delays the effective date of the registration statement,
			 promptly and in any event not later than the first business day after the day
			 they are forwarded to or filed with the Securities and Exchange Commission,
			 whichever first occurs.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0040 - Registration for Resale, or Dealing and Trading

Current through Register Vol. 63, No. 7, July 1, 2024
(1) Eligibility. A licensed broker-dealer may
			 register securities for resale, or dealing and trading purposes if:
(a) The securities are outstanding in the
			 hands of the public; and either:
(A) The
			 issuer is organized under the laws of the United States or any state, as
			 defined in ORS 174.100; or
(B) There are at least 300 beneficial owners
			 of the security domiciled in the United States.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0050 - Condominium Securities

Current through Register Vol. 63, No. 7, July 1, 2024
(1)
			 Definitions:
(a) "Condominium Security" shall
			 be defined to include the sale of a condominium in fee, leasehold, undivided
			 interest or a license or right to use a facility with any of the following
			 arrangements: Units offered in conjunction with:
(A) The offer of a rental arrangement or
			 similar service with emphasis on the economic benefits derived by the purchaser
			 from the managerial efforts of the promoter in connection with the rental of
			 the units;
(B) The offering of
			 participation in a rental pool arrangement;
(C) The offering of a rental or similar
			 arrangement which requires the purchaser to hold a unit available for rental or
			 to use an exclusive rental agent or otherwise materially restricts the
			 purchaser's occupancy of his units.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0060 - Creation of Classifications

Current through Register Vol. 63, No. 7, July 1, 2024
(1)
			 The Director creates the following classifications of transactions in
			 securities:
(a) An offering relying on Rule
			 504 adopted by the Securities and Exchange Commission under "Regulation D" ( 17
			 CFR Part 230.504), or an offer relying on a federal statute or rule other than
			 "Regulation D" but designed to meet the applicable requirements of OAR
			 441-065-0070  through 441-065-0210  and 441-065-0220  through 441-065-0222  and not
			 exceeding $1,000,000 (the "Small Offering Abbreviated Registration" or "SOAR
			 Offering);
(b) An offering relying
			 on Rule 504 adopted by the Securities and Exchange commission under "Regulation
			 D" (17
			 CFR 230.504)  or an offering relying on a
			 federal statute or rule other than "Regulation D" but designed to meet the
			 applicable requirements of OAR 441-065-0070  through 441-065-0210  and
			 441-065-0225  not exceeding $5,000,000 (the "Small Corporate Offering
			 Registration" or "SCOR Offering").
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0080 - General Requirements and Limitations

Current through Register Vol. 63, No. 7, July 1, 2024
(1) The general requirements and limitations
			 under OAR 441-065-0060  through 441-065-0210  are applicable to offerings
			 registered as a SOAR Offering under 441-065-0220  through OAR 441-065-0224  or a
			 SCOR Offering under 441-065-0225.
(2) The registration of SOAR or SCOR
			 Offerings is only available to an issuer of securities for purposes of offering
			 and selling the issuer's securities.
(3) No offering of the securities of a "blank
			 check company," as that term is defined in OAR 441-045-0010, may be registered
			 pursuant to a SOAR Offering or a SCOR Offering.
(4) Options, warrants and similar rights to
			 purchase securities that are part of an offering registered as a SOAR Offering
			 or a SCOR Offering constitute a continuous offering of the underlying
			 securities and require the underlying securities to be registered and renewed
			 on an annual basis until the options or warrants are exercised. Disclosure
			 materials must also be kept current until the option or warrant is
			 exercised.
(5) All forms mentioned
			 in OAR 441-065-0060  to 441-065-0225  are available from the Director.
Statutory/Other Authority: ORS
				  59.065 & ORS
				  59.285
Statutes/Other Implemented: ORS
				  59.065
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0090 - Integration

Current through Register Vol. 63, No. 7, July 1, 2024
Unless otherwise specified in this rule, all separate sales
				that are a part of the same SOAR or SCOR Offering shall be counted and included
				as securities sold under the SOAR or SCOR Offering:
(1) A separate sale of securities within or
			 without this state will be included as part of the same SOAR or SCOR Offering
			 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 are:
(a) Whether the sales are part of a single
			 plan of financing;
(b) Whether the
			 sales involved issuance of the same class 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.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0100 - Information Requirements - General

Current through Register Vol. 63, No. 7, July 1, 2024
(1) The provisions of OAR 441-065-0060  to OAR
			 441-065-0225  shall not be construed as waiving or modifying the provisions of
			 the Oregon Securities Law relating to disclosure of material information to
			 investors.
(2) Timing of
			 Disclosures. All disclosures required under these rules must be provided to
			 prospective purchasers prior to the sale of the security.
Publications: Publications referenced are available from the
				  agency.
Forms referenced are available from the
				  agency.
Statutory/Other Authority: 59.085 & ORS
				  59.065
Statutes/Other Implemented: ORS
				  59.065
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0110 - Public Advertising and General Solicitation

Current through Register Vol. 63, No. 7, July 1, 2024
(1) Solicitations of Interest . Prior to
			 submitting an application to register a SOAR or SCOR Offering, an issuer may,
			 offer its securities for the sole purpose of soliciting a non-binding
			 indication of interest in receiving the written disclosure materials so long as
			 an offer complies with the requirements of OAR 441-035-0045.
(2)
"
Red herring" exemption
			 under ORS 59.035(11).
			 After submitting an application to register a SOAR or SCOR Offering, an issuer
			 may offer, but not sell, its securities so long as the offer is allowed by the
			 Director.
(3) Public Advertising
			 and General Solicitation Pursuant to an Order of Registration. After the
			 effective date of registration of a SOAR or SCOR Offering, an issuer may offer
			 and sell its securities by means of public advertising or general solicitation
			 provided that any sales materials to be used are reviewed and cleared by the
			 Director prior to use. Any sales materials shall contain no more than the
			 following information:
(a) The name of the
			 issuer;
(b) Characterization of the
			 issuer as indicated on the cover page of the required disclosure
			 materials;
(c) Address and
			 telephone number of the issuer;
(d)
			 A brief description of the issuer's business or proposed business;
(e) The number and type of securities offered
			 and the offering price per security;
(f) The name, address and telephone number of
			 any selling agent authorized to sell the securities;
(g) A statement that the offering does not
			 constitute an offer to sell or solicitation of an offer to purchase and that
			 any such offer must be made by the disclosure document;
(h) The procedure for obtaining the
			 disclosure document; and
(i) The
			 issuer's corporate logo.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0130 - Bad Actor Disqualification

Current through Register Vol. 63, No. 7, July 1, 2024
(1)
			 Subject to (3) of this rule the Director may deny an application to register a
			 SOAR or SCOR Offering if the applicant or affiliated parties are disqualified
			 for the following reasons:
(a) Federal
			 Disqualification. Applicant is disqualified under Securities Act Regulation A (17 CFR 230.251
			 et seq.) or Regulation D (17
			 CFR 230.504 or  17 CFR 230.506); or
(b) Oregon Disqualification. Any of the
			 parties of interest:
(A) Filed a registration
			 statement that is the subject of an effective stop order entered by any state,
			 territory of the United States, or the District of Columbia within five years
			 prior to the submission of the application;
(B) Was convicted within five years of the
			 submission of:
(i) Any felony or misdemeanor
			 in connection with the offer, purchase or sale of any security or involving the
			 making of a false filing with a state, territory of the United States, or the
			 District of Columbia; or
(ii) Any
			 felony involving fraud or deceit including but not limited to forgery,
			 embezzlement, obtaining money under false pretenses, larceny or conspiracy to
			 defraud.
(C) Is subject
			 to an administrative order or injunction issued by any state, territory of the
			 United States, or the District of Columbia within five years prior to the
			 submission of the application in which 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, offer, or sale of securities,
			 was found; or
(D) Is subject to any
			 order, judgment or decree of any court of competent jurisdiction in any state,
			 territory of the United States, or the District of Columbia entered within five
			 years of the submission of the application that restrains or enjoins the party
			 of interest from engaging in or continuing any conduct or practice in
			 connection with the purchase or sale of any security or the making of any false
			 filing with that jurisdiction.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0140 - Limitation on Selling Expenses

Current through Register Vol. 63, No. 7, July 1, 2024
(1)
			 All expenses of a SOAR or a SCOR Offering, including sales expenses,
			 acquisition expenses, expenses for preparing the offering, and similar expenses
			 shall be reasonable after taking into account the nature of the offering,
			 amount to be raised and proposed use of funds.
(2) The provisions of OAR 441-085-0010  shall
			 apply to any registered SOAR or SCOR Offerings, except that sales expenses may
			 not exceed "20%" of the aggregate offering amount.
Statutory/Other Authority: ORS
				  59.085
Statutes/Other Implemented: ORS
				  59.085,
				  59.065 & 59.105
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0150 - Escrow of Proceeds

Current through Register Vol. 63, No. 7, July 1, 2024
(1) An escrow,
			 or similar arrangement, must be established where, because of the nature of the
			 intended use of the funds or the nature of the project or business plan, a
			 minimum amount must be raised within or outside this state in order for the
			 project to get underway with a reasonable chance of success even if no
			 additional capital is raised.
(2)
			 When an escrow is required:
(a) The escrow
			 agent shall be an institution licensed to conduct banking, savings and loan,
			 trust or other escrow activities or a licensed professional whose requirements
			 of licensure requires the segregation of funds of others into fiduciary trust
			 accounts; but it cannot be the issuer, a promoter of an issuer to be formed, or
			 an affiliate of such issuer or promoter;
(b) The escrow terms shall include
			 instructions that the funds placed into escrow shall be held in trust for the
			 benefit of the investors and shall not be released to the issuer until the
			 minimum amount of funds set forth in the application for registration has been
			 raised; and
(c) The provisions of
			 this section may be satisfied by the holding of the funds without formal escrow
			 arrangement by a person described in subsection (3)(a) of this rule, until the
			 minimum amount of funds has been received for the account of the
			 purchasers.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0160 - Rescission of Improvident Sales Including Oversales

Current through Register Vol. 63, No. 7, July 1, 2024
(1) The improvident closing of a sale of
			 securities in violation of any of the provisions of OAR 441-065-0060  through
			 441-065-0225  will not by itself result in a violation of ORS
			 59.055, provided that the
			 conditions of subsections (a), (b), and either (c) or (d) of this rule are
			 satisfied:
(a) The issuer provides to the
			 Director, full details of the transaction and the issuer receives an amended
			 order authorizing the sales;
(b)
			 The issuer or the person acting on behalf of the issuer who sold the security
			 demonstrates to the Director that they had acted in good faith and sustains the
			 burden of proof that they acted without intent to violate these
			 rules;
(c) If the funds have been
			 released from escrow, the issuer, within a reasonable time after discovery
			 offers to rescind the sale using the procedures set forth in ORS
			 59.125 as long as the issuer has
			 the financial capacity to make a rescission payment out of separate funds,
			 which payment does not create additional risks or obligations to the remaining
			 purchasers or the project for which the funds were raised and offers or makes
			 the rescission payment;
(d) If the
			 funds have not been released from escrow, the sale is rescinded or
			 cancelled.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0170

Current through Register Vol. 63, No. 7, July 1, 2024
Forms referenced are available from the
				  agency.
Stat. Auth.: ORS
				  59.065 &
				  59.235
Stats. Implemented: ORS
				  59.065
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0180 - Licensing of Salespersons

Current through Register Vol. 63, No. 7, July 1, 2024
(1)
			 General License Requirements. Only persons that are licensed as a broker-dealer
			 or salesperson may sell securities that are registered as a SOAR or SCOR
			 Offering, unless that person is excluded from the definition of broker-dealer
			 or salesperson under ORS
			 59.015(1), ORS
			 59.15(18)(b), OAR 441-175-0020  or OAR 441-175-0040.
(2) Licensing Conditions for Issuer
			 Salespersons. The following special licensing conditions are applicable to
			 salespersons that are employees of the issuer (an "Issuer Salesperson."):
(a) An issuer may license up to five persons
			 as Issuer Salespersons;
(b) Issuer
			 Salespersons must be bona fide officers, directors or employees of the
			 issuer;
(c) Issuer Salespersons are
			 exempt from examination requirements and are not required to file a surety bond
			 or an irrevocable letter of credit; and
(d) An issuer salesperson shall not be
			 simultaneously licensed to two or more issuers.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0190 - Filings and Reports

Current through Register Vol. 63, No. 7, July 1, 2024
(1) For
			 offerings registered as a SOAR Offering, the Director may, as a condition of
			 registration, require the issuer to file one or more sales reports.
(2) For offerings registered as a SCOR
			 Offering, the issuer shall file the following reports with the Director:
(a) If the offering is made in reliance on
			 Securities Act Rule 504(17
			 CFR §
										230.504), a copy of any completed
			 Form D that is filed with the Securities and Exchange Commission; or
(b) If the offering is not made in reliance
			 on to Securities Act Rule 504(17
			 CFR §
										230.504), a report on a form and
			 at times specified by the Director as a condition of registration.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0200 - Records

Current through Register Vol. 63, No. 7, July 1, 2024
As long as the offering remains open and for three years
				following the termination of the offering, the issuer shall maintain and keep
				open for inspection by the Director:
(1) Records relating to purchaser
			 representatives used and materials and data relied upon to determine the
			 qualifications of the purchaser representatives;
(2) Records relating to purchasers and
			 materials and data relied upon to determine the qualifications of the
			 purchasers;
(3) Records relating to
			 securities sales following the close of the offering that are considered as
			 part of the offering; and
(4) All
			 written disclosure and other offering materials used in connection with the
			 offer and sale of securities.
Statutory/Other Authority: ORS
				  59.235
Statutes/Other Implemented: ORS
				  59.235
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0210 - Waiver of Provisions

Current through Register Vol. 63, No. 7, July 1, 2024
Upon request for a waiver by the applicant under OAR
				441-011-0020, the Director may modify or waive any requirement of OAR
				441-065-0060  through 441-065-0225. The waiver request must provide proof and
				arguments that the waiver is consistent with the Oregon Securities Law and that
				the investors are otherwise adequately protected.
Statutory/Other Authority: ORS
				  59.065
Statutes/Other Implemented: ORS
				  59.065
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0220 - Small Offering Abbreviated Registration (SOAR) Procedure for Offerings Not Exceeding $1,000,000 (Including Under SEC Rule 504)

Current through Register Vol. 63, No. 7, July 1, 2024
(1) General. The Small Offering Abbreviated
			 Registration (SOAR) may be used to register securities offerings that are
			 offered and sold in Oregon. The offering must comply with all applicable
			 provisions of OAR 441-065-0070  through 441-065-0224.
(2) Subject to OAR 441-065-0090, the
			 aggregate offering amount of a SOAR Offering shall not exceed
			 $1,000,000.
(3) Issuer
			 Qualification. The SOAR Offering is only available to the issuer of the
			 securities for purposes of the issuance of its securities. The SOAR Offering is
			 not available to the following persons:
(a)
			 Any affiliate of the issuer or to any other person for the purposes of resale
			 of the issuer's securities.
(b)
			 Those subject to the reporting requirements of Section 13 or 15(d) of the
			 Securities Exchange Act of 1934, as amended;
(c) An Investment Company within the meaning
			 of Section 3 of the Investment Company Act of 1940, as amended;
(d) Development stage companies that either
			 have no specific business plan or purpose or have indicated that their business
			 plan is to engage in a merger or acquisition with an unidentified company or
			 companies, or other entity or person; or
(e) A "Blank Check Company" as defined in OAR
			 441-045-0010.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0221 - Application and Information Requirements for a SOAR Offering

Current through Register Vol. 63, No. 7, July 1, 2024
(1) An application
			 to register securities filed under the SOAR Offering shall include the
			 following:
(a) A completed Form 440-2013 (a
			 form for the registration of limited or non-public offerings);
(b) A copy of the written disclosure
			 materials required by OAR 441-065-0222;
(c) A non-refundable registration fee as set
			 in OAR 441-065-0001;
(d) Unless
			 the offering is being sold through a licensed broker-dealer or by a person
			 exempt from the licensing requirements, at least one completed salesperson
			 application on FINRA Form U-4 and a per person non-refundable license fee as
			 set in OAR 441-175-0002;
(e) An
			 escrow, or similar arrangement, agreement;
(f) Pro forma financial statements that
			 include a description and documentation of any material assumptions and
			 demonstrate when the issuer expects to be profitable; and
(g) Any additional or supplementary materials
			 requested by the Director.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0222 - SOAR Offering Disclosure Requirements

Current through Register Vol. 63, No. 7, July 1, 2024
(1) Each prospective purchaser of securities
			 registered under a SOAR Offering shall be given written disclosure materials a
			 reasonable time prior to sale that are material to an understanding of the
			 issuer, the issuer's financial condition, its business and the securities being
			 offered, including the type of information required under the NASAA Form
			 U-7.
(2) Disclosure Regarding Use
			 of Proceeds: The disclosure document must disclose in tabular form, for both
			 the minimum and maximum amounts proposed, if applicable, the percentages and
			 dollar amounts of the following:
(a) The
			 proceeds the issuer expects to receive from the offering;
(b) The purposes for which the issuer will
			 use the proceeds;
(c) The estimated
			 amount to be used for each purpose; and
(d) The order or priority in which the issuer
			 will use the proceeds for the purposes stated.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0223 - Denial or Approval of a SOAR Offering Application by the Director

Current through Register Vol. 63, No. 7, July 1, 2024
(1) The Director
			 shall review a SOAR Application and tender any comments to the application
			 within 15 business days after receipt of the application. The application is
			 considered to have been received when all documents required by OAR
			 441-065-0221  have been received and the fees paid.
(2) The Director may deny the application if
			 the issuer has not complied with any provision of the SOAR, the Oregon
			 Securities Law, or does not demonstrate that the offering proceeds, together
			 with all other sources of financing currently available to the issuer, are
			 sufficient to sustain the issuer's proposed activities.
(3) Unless the application is denied, the
			 Director shall approve the application by issuing an Order of Registration. The
			 registration is effective on the Effective Date of Registration. The securities
			 may thereafter be sold in accordance with the registration and any conditions,
			 limitations or restrictions imposed by the director. The registration shall
			 expire one year from the Effective Date of Registration.
Statutory/Other Authority: ORS
				  59.065 & 59.285
Statutes/Other Implemented: ORS
				  59.065
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0224 - Retroactive Registration of SOAR Securities that Exceed the Amount Registered

Current through Register Vol. 63, No. 7, July 1, 2024
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
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0225 - Registration for a Small Corporate Offering Registration (SCOR) Procedure for Offerings Not Exceeding $5,000,000

Current through Register Vol. 63, No. 7, July 1, 2024
(1)
			 General Requirements. An applicant for registration pursuant to this rule shall
			 comply with all applicable provisions of OAR 441-065-0060  through
			 441-065-0210.
(2) Qualifications
			 checklist:
(a) The issuer shall be a
			 corporation or limited liability company organized under the laws of one of the
			 states or possessions of the United States;
(b) The issuer shall not engage in a
			 petroleum exploration or production, mining or other extractive industries
			 business;
(c) The offering shall
			 not be a "blind pool" or other offering for which the specific business to be
			 engaged in or property to be acquired by the issuer cannot be
			 specified;
(d) If the offering
			 includes debt securities, the application for registration shall include
			 information demonstrating the ability of the issuer to service its
			 debt;
(e) The offering price for
			 any common stock (and the exercise price, if the securities offered are
			 options, warrants or rights for common stock, and the conversion price if the
			 securities are convertible into common stock) registered under this rule shall
			 be equal to or greater than $1 per share. In addition, the issuer shall not be
			 permitted to split its common stock or declare a stock dividend for two years
			 after the effectiveness of the registration without the prior written approval
			 of the Director;
(f) The total of
			 the amount being registered, plus the aggregate offering price of all
			 securities sold within or outside the state within the 12 months preceding the
			 effective date of the order of registration, plus the aggregate offering price
			 of all securities of the issuer sold within or outside the state during the
			 course of the offering being registered, where the securities are sold in
			 reliance on section 3(b) of the Securities Act of 1933, as amended, or in
			 violation of Section 5(a) of that Act, shall not exceed $5,000,000;
(g) The issuer shall not be an investment
			 company within the meaning of Section 3 of the Investment Company Act of 1940,
			 as amended;
(h) The issuer shall
			 not be subject to the reporting requirements of Sections 13 or 15(d) of the
			 Securities Exchange Act of 1934, as amended.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0250 - Definitions

Current through Register Vol. 63, No. 7, July 1, 2024
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.
Stat. Auth.: ORS 59
Stats. Implemented: ORS
				  59.065
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0260 - Optional Registration Procedures for Securities Involving Real Estate Paper

Current through Register Vol. 63, No. 7, July 1, 2024
(1) Creation of
			 Classification. A classification of "mortgage broker offering" is
			 created.
(2) Optional Mechanisms
			 for Registration. An applicant for registration of a mortgage broker offering
			 may elect to register the offering under this rule in lieu of following the
			 full registration procedure by:
(a) The
			 filing of a generic registration covering a series of offerings; and
(b) The filing of a specific offering for a
			 specified security which incorporates by reference documents filed under
			 subsection (a) of this section.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0270 - Compensatory Benefit Plans and Contracts

Current through Register Vol. 63, No. 7, July 1, 2024
(1) Creation of Classification.
(a) The Director creates a classification of
			 transaction in securities by an issuer designated as a compensatory benefit
			 plan offering that is exempt under SEC Rule 701 (17
			 CFR 230.701).
(b) An issuer of a compensatory benefit plan
			 offering that is exempt under SEC Rule 701 (17
			 CFR 230.701)  may use this registration
			 rule.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 75 - RENEWAL OF SECURITIES REGISTRATIONS › Section 441-075-0010 - General Renewal Procedure

Current through Register Vol. 63, No. 7, July 1, 2024
(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.
Stat. Auth.: ORS
				  59.075 & ORS
				  59.285
Stats. Implemented: ORS
				  59.075
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 85 - CONDITIONS OF REGISTRATION › Section 441-085-0010 - Selling Expenses

Current through Register Vol. 63, No. 7, July 1, 2024
(1) The North
			 American Securities Administrators Association, Inc., has adopted a Statement
			 of Policy regarding Selling Expenses and Selling Security Holders. This rule is
			 designed to parallel, with modifications, the Statement of Policy regarding
			 Selling Expenses and Selling Securities Holders adopted by the North American
			 Securities Administrators Association, Inc. Except as otherwise provided
			 pursuant to sections (5) and (6) of this rule, the provisions of this rule will
			 apply to offerings of securities registered pursuant to ORS
			 59.065.
(2) Except for offerings by issuers specified
			 in section (5) of this rule, an Application to Register Securities filed
			 pursuant to ORS 59.065 may be denied by the
			 Director pursuant to ORS
			 59.105(1)(a) or
			 (h) if the selling expenses of the offering
			 exceed 15 percent of the aggregate offering price (before deducting discounts
			 and commissions) as computed only on the portion of the aggregate offering
			 price when and as paid to the issuer.
(3) Selling expenses shall mean:
(a) Total underwriting and brokerage
			 discounts and commissions;
(b)
			 Accountable and non-accountable fees or expenses to be paid to the underwriter
			 or broker-dealer;
(c) Underwriters'
			 attorney fees and expenses paid by the issuer;
(d) Fees payable pursuant to consulting or
			 financial advisory agreements or similar arrangements;
(e) Printing and engraving
			 expenses;
(f) Advertising and other
			 promotional expenses;
(g) Charges
			 of transfer agents, registrars, indenture trustees, escrow holders,
			 depositories, engineers, appraisers and other experts; and
(h) Any other expenses incurred by the issuer
			 directly related to the offering and sale of the securities, excluding:
(A) Accountants' fees and expenses;
(B) Issuer's attorney fees and
			 expenses;
(C) Expenses of
			 qualification, including issue taxes and registration fees, for the sale of
			 securities under Federal and State laws; and
(D) Options, future registration rights and
			 rights of first refusal granted to underwriters.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 85 - CONDITIONS OF REGISTRATION › Section 441-085-0020 - Options to Underwriters

Current through Register Vol. 63, No. 7, July 1, 2024
(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.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 95 - FAIRNESS HEARINGS › Section 441-095-0030 - Fairness Hearing Procedures

Current through Register Vol. 63, No. 7, July 1, 2024
(1)
			 The Director may decline to accept the filing of a plan pursuant to ORS
			 59.095 if the proponent of the
			 plan is unable to establish a nexus with Oregon. That nexus must be established
			 by showing:
(a) That the proponent of the
			 plan is an entity with headquarters in Oregon;
(b) That the entity to be acquired or merged
			 has its headquarters in Oregon; or
(c) That a minimum of 50% of the securities,
			 claims or property interests to be exchanged are owned by persons who reside in
			 Oregon.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 135 - FRAUD AND DECEIT WITH RESPECT TO SECURITIES OR SECURITIES BUSINESS › Section 441-135-0020 - Use of Certification or Professional Designation

Current through Register Vol. 63, No. 7, July 1, 2024
(1) A person may not use a certification or
			 designation that falsely indicates or implies that the person has special
			 certification or training, in connection with the offer, sale or purchase of
			 securities, or the provision of advice as to the value of or the advisability
			 of investing in, purchasing, or selling securities, directly or indirectly, or
			 through a publication or writing, or by issuing or disseminating analyses or
			 reports relating to securities. Prohibited use of a certification or
			 designation includes, but is not limited to, the following activities:
(a) Use of a certification or professional
			 designation by a person who has not actually earned or is otherwise ineligible
			 to use the certification or designation.
(b) Use of a nonexistent or self-conferred
			 certification or professional designation.
(c) Use of a certification or professional
			 designation that indicates or implies a level of occupational qualifications
			 obtained through education, training or experience that the person using the
			 certification or professional designation does not have.
(d) Use of a certification that falsely
			 states or implies specialized knowledge of the financial needs of a particular
			 segment of the population, or class of investors, that the person using the
			 certification or professional designation does not have. Examples of a
			 particular segment of the population, or class of investors, include but are
			 not limited to senior citizens, elderly or retired persons.
(e) Use of a certification or professional
			 designation that was obtained from a designating or certifying organization
			 that:
(A) Is primarily engaged in the business
			 of instruction in sales or marketing, or both;
(B) Does not have reasonable standards or
			 procedures for assuring the competency of its designees or
			 certificants;
(C) Does not have
			 reasonable standards or procedures for monitoring and disciplining its
			 designees or certificants for improper or unethical conduct; or
(D) Does not have reasonable continuing
			 education requirements for its designees to maintain the designation or
			 certificate.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 175 - LICENSING OF BROKER-DEALERS, INVESTMENT ADVISERS, AND SALESPERSONS › Section 441-175-0002 - Fees for Licensing or Notice Filing of Firms and Individuals

Current through Register Vol. 63, No. 7, July 1, 2024
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 $50 and a renewal license fee of $50;
			 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
				  59.175
Statutes/Other Implemented: ORS
				  59.175