reglab/statecodes huggingface dataset:
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 25 - SECURITIES EXEMPT FROM REGISTRATION › Section 441-025-0124 - Disclosures Related to Renewable Energy Cooperative Corporation Projects

Current through Register Vol. 63, No. 7, July 1, 2024
Prior to initiating a project to be funded through membership
				shares, capital stock, or other permissible securities, the renewable energy
				cooperative corporation shall disclose, in writing, to all members, prospective
				members, and prospective investors, all material information about the project.
				For purposes of this subsection, "writing" includes printed, electronic and
				internet media. However, all disclosures shall be made available in printed
				format and prospective purchasers shall be notified of the option to obtain
				printed disclosures at no cost. Information disclosed shall include, but are
				not limited to, the following:
(1)
			 Basic terms of the project, including:
(a)
			 The cost of the project;
(b)
			 Projected amount of energy to be generated;
(c) Probable users or purchasers of the
			 energy;
(d) Anticipated revenue to
			 be generated by the project; and
(e) Anticipated returns and distribution of
			 revenue to investors.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 25 - SECURITIES EXEMPT FROM REGISTRATION › Section 441-025-0125 - Required Filings and Records

Current through Register Vol. 63, No. 7, July 1, 2024
(1)
			 At least 14 days before engaging in any limited advertising promoting
			 membership shares, capital stock, or other authorized securities including
			 notes and debentures, the renewable energy cooperative corporation shall file
			 with the director:
(a) The written
			 disclosures required under 441-025-0123;
(b) A generic sample of the written
			 disclosure prepared to meet 441-025-0124; and
(c) If applicable, a written request to use
			 the "enhanced community" standard under OAR 441-025-0120(b)(i). The request
			 shall include identification of the geographical area to be included and the
			 reason or basis of need for the use of the enhanced community.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 25 - SECURITIES EXEMPT FROM REGISTRATION › Section 441-025-0126 - Utilization of Disclosures and Disclaimer

Current through Register Vol. 63, No. 7, July 1, 2024
(1) Each investor or purchaser of a
			 membership in a renewable energy cooperative corporation shall sign and date a
			 copy of the disclosures required under OAR 441-025-0123  and 441-025-0124. The
			 signed copy shall be retained by the cooperative corporation for no less than
			 the time required by 441-025-0125.
(2) Disclosures required by OAR 441-025-0123  and 441-025-0124  shall include the following legend set out in a prominent
			 place on the first page of the document:
"This offering is being made in reliance on an exemption to the
				securities registration requirements under the Oregon Securities Law. The
				Director of the Department of Consumer and Business Services of the State of
				Oregon has not made any finding that the statements made in this document are
				true, complete or not misleading. The fact that an exemption is available for a
				security or a transaction does not mean that the director has passed in any way
				upon the merits or qualifications of, or recommended or given approval to, any
				person, security or transaction. In deciding whether or not to invest in the
				securities offered, you should rely on your own examination of the cooperative
				issuing the securities and the terms of the offering including the merits and
				risks."
Stat. Auth.: ORS
				  59.025 & 2014 OL Ch. 69
				  §2 Stat. Implemented: ORS
				  59.025 & 2014 OL Ch. 69
				  §1
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0005 - Self-Executing Transaction Exemptions

Current through Register Vol. 63, No. 7, July 1, 2024
(1) Except for ORS
			 59.035(11), OAR
			 441-035-0045, OAR 441-035-0300  for certain compensatory benefit plans, and the
			 Oregon Intrastate Offering Exemption (OIO) at 441-035-0070  et seq., exemptions
			 available pursuant to ORS
			 59.035 are self-executing and do
			 not require filing or a fee.
(2)
			 Persons relying on exemptions from registration have the burden of proof,
			 pursuant to ORS 59.275, in establishing the
			 availability of an exemption.
Stat. Auth.: ORS
				  59.285
Stats. Implemented: ORS
				  59.035,
				  59.195 &
				  59.275
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0020 - Transactions Ineligible Under ORS 59.035(7) Exemption

Current through Register Vol. 63, No. 7, July 1, 2024
The exemption under ORS
				59.035(7) is
				not available if the transaction includes an investment contract. An investment
				contract may be found in:
(1) The sale
			 of fractional interests or pooled interests in real paper. Under ORS
			 59.350(2), a
			 transaction with an entity formed substantially for the purpose of acquiring
			 the real estate paper will be treated as the sale of a fractional interest or
			 pooled investment.
(2) Any of the
			 following activities by the seller or its affiliates:
(a) Selection of the security;
(b) Collection of payments due under the
			 securities;
(c) Advancement of
			 delinquent payments;
(d) Decisions
			 regarding default and foreclosure;
(e) Any other activity by the seller whereby
			 management and control is exercised over the investment for the purchaser;
			 or
(f) The mortgage broker,
			 broker-dealer, or person described in ORS
			 59.015(1)(b)
			 guarantees the real estate paper or agrees to buy back or otherwise replace the
			 real estate paper in the event of default.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0030 - Manual Exemption

Current through Register Vol. 63, No. 7, July 1, 2024
The following are approved for the purposes of the exemption
				granted under ORS 59.035(10)(c):
(1) The Mergent securities manual;
(2) Fitch Investors Service
			 securities manual; and
(2) The
			 OTCQX and OTCQB markets.
Stat. Auth.: ORS
				  59.285
Stats. Implemented: ORS
				  59.035(10)
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0040 - Repealed

Current through Register Vol. 63, No. 7, July 1, 2024
Stat. Auth.: ORS
				  59.285
Stats. Implemented: ORS
				  59.035(10)
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0050 - Isolated Issuer Transaction

Current through Register Vol. 63, No. 7, July 1, 2024
(1)
			 An exemption is granted pursuant to ORS
			 59.035(15) for
			 any isolated issuer transaction not involving a public offering.
(2) For purposes of this rule, an "isolated
			 issuer transaction" shall include sales by or on behalf of an issuer to three
			 or fewer persons during any 24-month period.
Stat. Auth.: ORS
				  59.035(15)
Stats. Implemented: ORS
				  59.035(15)
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0060 - Offers of Securities on the Internet

Current through Register Vol. 63, No. 7, July 1, 2024
(1) Scope of Rule. This rule applies to any
			 offer for sale of securities placed on the Internet, except for those offers
			 for sale from Oregon. As used in this section, the term "Internet" is to be
			 construed liberally to include all proprietary or common carrier electronic
			 systems or similar media.
(2)
			 Pursuant to ORS 59.035(15), an
			 offer for sale of securities placed on the Internet by, or on behalf of, an
			 issuer, involving securities that will not be sold in Oregon, shall be exempt
			 from the notice filing requirements of
			 59.049(1) and
			 (2), and the registration requirements of
			 59.055, if the following
			 conditions are observed:
(a) The Internet
			 offer for sale prominently and conspicuously indicates, on a page that must be
			 viewed by readers before reading any portion of the offering document or the
			 subscription agreement, either that the securities are not being offered to
			 persons in Oregon, or in which specific states, other than Oregon, the
			 securities are being offered;
(b)
			 The offer for sale is not otherwise specifically directed to any person in
			 Oregon by, or on behalf of, the issuer; and
(c) No sales of the issuer's securities are
			 made in Oregon as a direct or indirect result of the Internet offer for
			 sale.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0070 - Policy and Purpose of the Oregon Intrastate Offering Exemption (OIO)

Current through Register Vol. 63, No. 7, July 1, 2024
Investment crowdfunding, or raising money through small dollar
				amounts from members of the community can provide smaller enterprises access to
				capital for new or expanded business ventures. OAR 441-035-0070  through OAR
				441-035-0230, provide an exemption from the securities registration
				requirements under ORS
				59.055 in limited circumstances in order to facilitate investment by Oregon residents
				in Oregon businesses while protecting investors.
Statutory/Other Authority: ORS
				  59.035  &  17 CFR §
											230.147A
Statutes/Other Implemented: ORS
				  59.035
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0080 - Definitions

Current through Register Vol. 63, No. 7, July 1, 2024
For purposes of OAR 441-035-0070  through OAR441-035-0230, the
				following definitions apply unless the context requires otherwise:
(1) "Business Technical Service Provider"
			 means a Small Business Development Center as defined in OAR 123-022-0070, an
			 Economic Development District as defined in
			 13
			 CFR 304.1, or a not-for-profit incubator,
			 accelerator, or business resource provider approved by the Director.
(2) "Director" means the Director of the
			 Department of Consumer and Business Services.
(3) "Issuer" has the same meaning as that
			 term is defined in ORS
			 59.015(9). For
			 the purposes of these rules, "issuer" includes persons with direct control over
			 the Oregon business or over the offer or sale of securities exempted under
			 these rules.
(4) "Offer" includes
			 every attempt to dispose of an OIO security for value. The publication of any
			 information and statements, and publicity efforts - including any advertising
			 materials - in advance of or in connection with an OIO that contributes to the
			 conditioning of the public mind or arousing public interest in the issuer or is
			 intended to arouse public interest investing in the issuer or purchasing its
			 securities - even though it does not contain an express "offer" - is an "offer"
			 of OIO securities for purposes of this definition.
(5) "Offering Documents" means the
			 representations and disclosures required under OAR 441-035-0120.
(6) "Oregon business" means a business formed
			 under the laws of Oregon and registered with the Secretary of State of Oregon
			 as a domestic business, with its principal office in Oregon, doing business in
			 the state and having 50 or fewer employees.
(7) "Third Party Platform Provider" means an
			 internet based platform provided by a business technical service provider or
			 other entity authorized by the Director to post, on behalf of issuers,
			 information related to OIOs to interested persons who certify Oregon
			 residency.
Stat. Auth.: ORS
				  59.035
Stats. Implemented: ORS
				  59.035
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0090 - Requirements for Exemption From Securities Registration

Current through Register Vol. 63, No. 7, July 1, 2024
The offer or sale of an OIO by an issuer shall be exempt from
				the securities registration requirements under ORS
				59.055 if the offer or sale is
				conducted in accordance with the following:
(1) The issuer must be an existing Oregon
			 business in good standing. The OIO exemption cannot be applied if the issuer,
			 or a person affiliated with the issuer, would be disqualified under OAR
			 441-035-0210.
(2) The offer and
			 sale must be conducted in accordance with section 3(a)(11) of the Securities
			 Act of 1933, as amended. For purposes of this requirement, it is sufficient
			 that the offer and sale complies with Rule 147 under section 3(a)(11).
(3)
(a) OIO securities may only be offered or
			 sold to natural persons who are residents of the state of Oregon.
(b) Prior to making any offer under this
			 exemption, an interested person must make an affirmative declaration to the
			 issuer or third party platform that they are an Oregon resident;
(c) Prior to any sale under the OIO
			 exemption, the issuer must have a reasonable documentary basis to believe the
			 prospective purchaser is a resident of Oregon and obtained the signed
			 acknowledgement required under OAR 441-035-0120(4). A reasonable documentary
			 basis includes, but is not limited to:
(A) A
			 current Oregon Driver License or a current personal identification card issued
			 by the State of Oregon; or
(B) A
			 document that indicates the prospective purchaser owns or occupies property in
			 the state as his or her principal residence, such as a current voter
			 registration, or official business mail from a state or federal agency.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0100 - Resale Limitations

Current through Register Vol. 63, No. 7, July 1, 2024
(1) An OIO
			 security may not be resold by an investor during the six (6) month period
			 immediately after purchase, except:
(a) To
			 the issuer; or
(b) To another
			 resident of Oregon pursuant to an order of registration under ORS
			 59.065.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0110 - Required Filings

Current through Register Vol. 63, No. 7, July 1, 2024
(1)
(a) Not less than fifteen (15) days prior to
			 any advertising, offer, or sale, whichever comes first, of any OIO security,
			 the issuer shall file a notice with the Director, in writing, that it plans to
			 conduct an OIO and pay a $200 filing fee.
(b) Filing requirements may be met by
			 submitting a form approved by the Director or through individual submission of
			 all the information required by the rule.
(c) "Offer" includes every attempt to dispose
			 of an OIO security for value. The publication of any information and
			 statements, and publicity efforts - including any advertising materials - in
			 advance of or in connection with an OIO that contributes to the conditioning of
			 the public mind or arousing public interest in the issuer or is intended to
			 arouse public interest investing in the issuer or purchasing its securities -
			 even though it does not contain an express "offer" - is an "offer" of OIO
			 securities for the purposes of this exemption.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0120 - Required Disclosures

Current through Register Vol. 63, No. 7, July 1, 2024
(1) Except
			 as allowed under OAR 441-035-0130, prior to any offer or sale of an OIO
			 security, each prospective investor must be given, in a single written
			 document, the disclosures identified in subsection (2). For the purposes of
			 this exemption, "in writing" includes printed, electronic, and internet media.
			 An interested party must be given the option to receive the disclosures and
			 subsequent reports in one or more formats, including printed copies at no
			 charge.
(2) The disclosures
			 required by these rules must include:
(a) The
			 name(s) and physical address(es) of the issuer and of all officers, principals,
			 managing partners and shareholders of the issuer holding a 20% interest or
			 more, or persons holding a substantially similar position;
(b) A description of the experience and
			 qualifications of the issuer officers, principals, managing partners and
			 persons holding substantially similar positions;
(c) A description of the business, including
			 how long it has been in operation and the specific reason for the offering;
(d) A discussion in plain language
			 of the significant factors material to the offering, including those that make
			 the offering speculative or risky;
(e) The total offering amount and how the
			 issuer expects to use the proceeds of the offering, including compensation and
			 expenses related to the offering.
(f) If an issuer needs to raise a minimum
			 amount to achieve the stated funding goal, they must disclose that minimum
			 offering amount and how the issuer intends to use funds raised through the
			 offering if the minimum goal is not met, or if they intend to return the funds
			 if the goal is not met;
(g) The
			 terms and conditions of the securities being offered, the total amount of
			 securities that are outstanding prior to the OIO, and the total amount of
			 securities being offered or sold in reliance on the OIO exemption:
(A) If the issuer is offering stock, the
			 terms and conditions must include either the percentage of ownership
			 represented by a single share, or the total value of the Oregon business
			 implied by the offering price.
(B)
			 If the issuer is offering notes or debentures, the terms and conditions must
			 include the interest rate and specific terms of repayment.
(h) A description of any
			 litigation or legal proceedings within the past five (5) years, if any,
			 involving the issuer or any persons associated with the issuer.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0125 - Reporting

Current through Register Vol. 63, No. 7, July 1, 2024
(1) Report to
			 Investors: An issuer of an OIO security shall report to all individuals having
			 an outstanding security interest obtained through this exemption at least twice
			 a year. An issuer may satisfy the reporting requirement of this subdivision by
			 making the information available on a website if the information is made
			 available within 45 days of the end of each fiscal half-year and remains
			 available for at least 60 days. An issuer must provide a written copy of the
			 report to any shareholder as requested. The report required by this section
			 shall be provided free of charge regardless of format. The report must contain
			 the following:
(a) Compensation received by
			 each Director and executive officer, or person occupying a substantially
			 similar role, including cash compensation earned since the previous report and
			 on an annual basis and any bonuses, stock options, other rights to receive
			 securities of the issuer or any affiliate of the issuer, or other compensation
			 received.
(b) An explanation and
			 discussion of the business operations and financial condition of the issuer
			 such as a recent financial statement and profit and loss statement.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0130 - Advertising and Solicitation

Current through Register Vol. 63, No. 7, July 1, 2024
Issuers and third party platform providers may engage in
				general advertising or solicitation of OIO securities provided that:
(1) The issuer files a copy of the
			 advertising materials with the Director at least seven (7) days prior to use.
			 The Director may prohibit the use of any advertisement that they consider false
			 or misleading or otherwise not in compliance with these rules.
(2) The advertisement is directed only to
			 Oregon residents. Prior to viewing advertising materials, each person must
			 affirmatively certify that they are an Oregon resident. A person who does not
			 or can not affirmatively certify that they are an Oregon resident may not view
			 the advertising materials.
(3) The
			 advertisement contains no more than the following information:
(a) The name and contact information of the
			 issuer;
(b) A brief description of
			 the general type of business of the issuer;
(c) Whether securities being offered are
			 stocks, notes or debentures or a combination;
(d) The total offering amount;
(e) A description of how the issuer will use
			 the funds;
(f) The duration of the
			 OIO and deadline for raising funds through the offering; and
(g) The issuer's logo;
(h) A link to the issuer's website or the
			 third party platform in which the securities are offered or sold.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0140 - Use of Internet General Requirements

Current through Register Vol. 63, No. 7, July 1, 2024
(1) Websites that advertise or offer an OIO
			 security must obtain an affirmative declaration from an interested person under
			 441-035-0090(3)(b)  that the interested person is an Oregon resident prior to
			 allowing access to any of the information allowed under OAR 441-035-0130  or to
			 the offering documents under 441-035-0120;
(2) Websites that advertise, offer or sell an
			 OIO security must take reasonable steps to ensure that an investor's financial
			 and personal information is properly secured and kept private and must conform
			 to ORS 646A.622.
Stat. Auth.: ORS
				  59.035
Stats. Implemented: ORS
				  59.035
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0150 - Use of the Internet by Issuers

Current through Register Vol. 63, No. 7, July 1, 2024
(1)
			 An Oregon business using its existing website must segregate information
			 related to the advertising, offer or sale of OIO securities on a webpage
			 distinct from webpages accessible to the general public.
(2) An issuer may use a webpage to sell
			 securities if the issuer obtains reasonable documentary evidence under
			 441-035-0090(3)(c)  that the prospective purchaser is an Oregon resident prior
			 to the sale.
Stat. Auth.: ORS
				  59.035
Stats. Implemented: ORS
				  59.035
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0160 - Use of the Internet by Third Party Platform Providers

Current through Register Vol. 63, No. 7, July 1, 2024
A third party platform provider may post advertising materials
				allowed under OAR 441-035-0130  and offering documents under 441-035-0120  for
				OIO securities, under the following conditions:
(1) The platform is intended to host multiple
			 OIO issuers;
(2) The platform does
			 not solicit, sell, or effect transactions in securities unless it is a
			 registered broker-dealer under ORS
			 59.015(a).
			 However, a third party platform may:
(a)
			 Allow an investor to transmit investor funds to an unaffiliated third party
			 that is licensed or authorized to transmit money;
(b) Allow an investor to transmit funds to
			 the issuer; or
(c) Direct an
			 unaffiliated third party to transmit investor funds to the issuer pursuant to
			 an written agreement;
(d) Collect
			 certification and documentary evidence regarding an interested party's
			 residency required by OAR 441-035-0090  provided the third party platform
			 provider complies with the records requirement in
			 441-035-0220.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0170 - Prohibited Offerings

Current through Register Vol. 63, No. 7, July 1, 2024
The OIO exemption is unavailable for the following types of
				offerings:
(1) Offerings involving
			 development stage companies without a specific business plan or purpose, or in
			 which the issuer has indicated that its business is to engage in a merger or
			 acquisition with an unidentified company or companies, or other unidentified
			 entities or persons, or without an allocation of proceeds for sufficiently
			 identifiable properties or objectives (e.g., "blank check"
			 offerings);
(2) Offerings that
			 involve the sale of securities other than notes, stocks, or
			 debentures;
(3) Offerings involving
			 petroleum exploration or production, mining, or any other extractive
			 industries; or
(4) Offerings
			 involving an investment company as defined and classified under Section 3 of
			 the Investment Company Act of 1940.
Statutory/Other Authority: ORS
				  59.035  &  17 CFR §
											230.147A
Statutes/Other Implemented: ORS
				  59.035
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0180 - Prohibition on Commissions, Fees and Other Remuneration

Current through Register Vol. 63, No. 7, July 1, 2024
No person may receive a commission, fee, or other remuneration
				for offering, soliciting or selling any OIO security.
Stat. Auth.: ORS
				  59.035
Stats. Implemented: ORS
				  59.035
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0190 - Integration

Current through Register Vol. 63, No. 7, July 1, 2024
(1) All separate
			 sales of securities will be included as part of the OIO if, after considering
			 the following elements, there are compelling reasons to treat the sale as part
			 of the same offering. The elements to be considered include, but are not
			 limited to:
(a) Whether the sales are part of
			 a single plan of financing;
(b)
			 Whether the sales involved issuance of the same type of security;
(c) Whether the sales are made at or about
			 the same time;
(d) Whether the same
			 type of consideration is received; and
(e) Whether the sales are made for the same
			 general purpose.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0210 - Bad Actor Disqualification

Current through Register Vol. 63, No. 7, July 1, 2024
(1) The
			 OIO exemption is not available if, within five years prior to the offering, any
			 of the following apply:
(a) An issuer or
			 person affiliated with the issuer has filed a registration statement which is
			 the subject of any pending proceeding or examination under section 8 of the
			 Securities Act of 1933 or has been the subject of any refusal order or stop
			 order thereunder.
(b) An issuer or
			 person affiliated with the issuer is subject to any pending proceeding under
			 SEC rule 258 promulgated under the Securities Act of 1933, or any similar
			 section adopted under section 3(b) of the Securities Act of 1933, or to an
			 order entered thereunder.
(c) An
			 issuer or person affiliated with the issuer has been convicted of any felony or
			 misdemeanor involving the offer, purchase, or sale of any security, or
			 involving the making of any false filing related to the offer or sale of any
			 security, or any felony or misdemeanor involving dishonesty.
(d) An issuer or a person affiliated with the
			 issuer is, or has been, subject to a state administrative order or judgment
			 containing findings that the issuer or person affiliated with the issuer
			 engaged in fraud or deceit, including but not limited to, making untrue
			 statements of material facts and omitting to state material facts, in
			 connection with the purchase or sale of securities.
(e) An issuer or person affiliated with the
			 issuer has ever been subject to any order, judgment, or decree of any court of
			 competent jurisdiction or regulatory authority (including non-U.S. regulatory
			 authorities) preliminarily, temporarily, or permanently restraining or
			 enjoining such person from engaging in or continuing any conduct or practice in
			 connection with the purchase or sale of any security or involving the making of
			 any false filing related to the offer or sale of any security.
(f) An issuer or a person affiliated with the
			 issuer is the subject of a cease and desist order entered after notice and
			 opportunity for hearing by the Director, a securities agency or administrator
			 of another state or Canadian province or territory, the United States
			 Securities and Exchange Commission or the United States Commodity Futures
			 Trading Commission that contains allegations of securities fraud or
			 misrepresentations in connection with investment offerings.
(g) An issuer or a person affiliated with the
			 issuer has been barred from using any exemption under the Oregon Securities Law
			 pursuant to an order of the Director.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0220 - Records

Current through Register Vol. 63, No. 7, July 1, 2024
The issuer shall maintain the following records for inspection
				by the Director for four (4) years from the date the OIO is completed.
(1) Any information the issuer, broker
			 dealer, or salesperson collected and relied upon to determine the residency and
			 income of an investor;
(2) Records
			 relating to sales of securities following the close of the offering that are
			 considered as part of the offering; and
(3) All disclosures, advertising, and
			 materials used in connection with the sale of OIOs.
Statutory/Other Authority: ORS
				  59.035  &  17 CFR §
											230.147A
Statutes/Other Implemented: ORS
				  59.035
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0230 - Burden of Proof

Current through Register Vol. 63, No. 7, July 1, 2024
Under ORS
				59.275, issuers,
				broker-dealers, and salespersons relying upon the OIO rules bear the burden of
				proving they satisfy all the conditions of the OIO in any civil, criminal, or
				administrative action brought under or in connection with Oregon Securities
				Law.
(1) The isolated and inadvertent
			 failure to comply with the disclosure requirements under OAR 441-035-0120(1)
 
			 will result in the loss of the exemption only as to the specific sales if the
			 seller demonstrates to the Director that they acted in good faith and sustains
			 the burden of proof that they acted without intent to violate OAR
			 441-035-0120(1)  and provides the correct disclosures to the purchaser and
			 offers to cancel or rescind the sale not more than 10 business days after the
			 discovery of the violation. The rescission offer must be held open for at least
			 30 calendar days.
(2) The isolated
			 and inadvertent failure to comply with the reporting requirements under OAR
			 441-035-0125  and records requirements under OAR 441-035-0225 will not itself
			 result in the loss of the OIO exemption provided that the seller demonstrates
			 to the Director that they acted in good faith and sustains the burden of proof
			 that they acted without intent to violate OAR 441-035-0125  or 441-035-0225 and
			 they submit the required report or records within 10 days after
			 discovery.
(3)The isolated and
			 inadvertent failure to comply with the purchaser limitations under OAR
			 441-035-0090(3)  will result in the loss of the exemption only as to the
			 specific sales provided that the seller demonstrates to the Director that they
			 acted in good faith and sustains the burden of proof that they acted without
			 intent to violate OAR 441-035-0090(3)  and the seller either cancels or rescinds
			 the sale within 30 calendar days after discovery of the violation.
Statutory/Other Authority: ORS
				  59.035  &  17 CFR §
											230.147A
Statutes/Other Implemented: ORS
				  59.035
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0240 - Waivers

Current through Register Vol. 63, No. 7, July 1, 2024
Issuers may seek a waiver from the following requirements by
				submitting a request in writing demonstrating why a waiver should be granted
				and an analysis of why a waiver will not weaken the investor protection
				components of these rules. Issuers may seek waivers from the requirements
				of:
(1) The provisions under OAR
			 441-035-0080(6)  (concerning number of employees);
(2) The provisions under OAR 441-035-0090(8)
 
			 (meeting with a business technical service provider);
(3) Types of securities allowed under OAR
			 441-035-0090(9).
Statutory/Other Authority: ORS
				  59.035  &  17 CFR §
											230.147A
Statutes/Other Implemented: ORS
				  59.035
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0300 - Certain Compensatory Benefit Plans

Current through Register Vol. 63, No. 7, July 1, 2024
(1) Except as provided in subsection (4) of
			 this rule, under ORS 59.035(15), the
			 offer and sale of securities by an issuer pursuant to a compensatory benefit
			 plan offering that is exempt under SEC Rule 701 (17
			 CFR 230.701)  is exempt from registration
			 provided that the issuer submits:
(a) Notice
			 to the Director on an approved form is provided no later than 30 days after the
			 initial offer and sale of any a security subject to this exemption; and
(b) Payment of a fee of 1/10 of 1%
			 of the amount offered in Oregon, with a minimum fee of $200 and a maximum fee
			 of $1,500.
(c) Options to purchase
			 securities become subject to the notice and fee requirements of this section
			 when the option grant is made regardless of when the option becomes
			 exercisable.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 45 - DENIAL, WITHDRAWAL OR CONDITIONING OF EXEMPTIONS › Section 441-045-0010 - Blank Check Company Securities Denial of Transactional Exemptions

Current through Register Vol. 63, No. 7, July 1, 2024
(1) No issuer,
			 licensed broker-dealer, or affiliate of an issuer or licensed broker-dealer may
			 effect transactions in the securities of a "blank check company", as that term
			 is defined pursuant to section (2) of this rule, in reliance on any exemption
			 pursuant to ORS 59.035.
(2) For purposes of this rule, a "blank check
			 company" shall mean a company that:
(a) Is
			 devoting substantially all of its efforts to establishing a new business in
			 which planned principal operations have not commenced or, that has commenced
			 planned principal operations, but has not derived significant revenue
			 therefrom;
(b) Has no specific
			 business plan or purpose or has indicated that its business plan is to engage
			 in a merger or acquisition with an unidentified company or companies;
			 and
(c) Is issuing or has issued
			 "penny stock" as that term is defined in section (3) of this rule.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 49 - NOTICE FILINGS FOR FEDERAL COVERED SECURITIES › Section 441-049-1001 - Fees for Federal Covered Securities Notice Filings

Current through Register Vol. 63, No. 7, July 1, 2024
Pursuant to ORS
				59.049, for new filings received
				on or after July 1, 2017 or renewal filings effective on or after July 1, 2017,
				the Director sets the following fees for notice filings for federal covered
				securities:
(1) For an investment
			 company, other than a unit investment trust, an initial filing fee of $545 and
			 renewal notice filing fee of $535 per portfolio. Issuers may submit filings
			 containing multiple portfolios, provided the portfolios are identified in the
			 Form NF and correct fees are paid.
(2) For a unit investment trust notice
			 filing, an initial fee of $500 per portfolio and a renewal fee of $500 per
			 portfolio. Issuers may submit filings containing multiple portfolios, provided
			 the portfolios are identified in the Form NF and correct fees are paid.
(3) For a notice filing for
			 offerings to qualified purchasers, or of federally exempt securities or
			 federally exempt transactions pursuant to section 18(b)(3) or (4), other than
			 section 18(b)(4)(E), of the Securities Act of 1933, as amended, a fee of $200.
			 No renewal notice filing or fee is required.
(4) For a Regulation D Rule 506 offering
			 notice filing, a fee of $250. No renewal notice filing or fee is required.
Stat. Auth.: ORS
				  59.049
Stats. Implemented: ORS
				  59.049
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 49 - NOTICE FILINGS FOR FEDERAL COVERED SECURITIES › Section 441-049-1011 - Scope and Definitions

Current through Register Vol. 63, No. 7, July 1, 2024
(1)
(a) Scope of rule. The Notice Filing Rules
			 (OAR 441-049-1011  to 441-049-1051) provide Oregon procedures for notice filings
			 and renewals under ORS 59.049.
(b)
			 Application of Notice Filing Rules:
(A) An
			 offering under the Notice Filing Rules does not have to comply with OAR 441
			 Division 065 Registration of Securities or 441 Division 070 Renewal of
			 Securities Registrations; and
(B)
			 An effective offering under former OAR 441-025-0045 or an effective registered
			 offering that qualifies for the Notice Filing Rules shall become subject to the
			 Notice Filing Rules when the person that previously filed under former
			 441-025-0045 or securities offering registrant files under the notice filing
			 renewal procedures in 441-049-1021(6).
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 49 - NOTICE FILINGS FOR FEDERAL COVERED SECURITIES › Section 441-049-1021 - General Provisions Applicable to Notice Filing Rules

Current through Register Vol. 63, No. 7, July 1, 2024
(1) Address. All notice filings and payment
			 of fees under the Notice Filing Rules shall be directed to the State of Oregon,
			 Department of Consumer and Business Services, Division of Financial Regulation,
			 350 Winter Street NE Room 410, Salem, Oregon 97301-3881. At such time as
			 filings can be received electronically by the Director, filings may be made
			 electronically.
(2) Fees. Filing
			 fees are set out in OAR 441-049-1001.
(3) Additional information. Notwithstanding
			 the filing requirements in the Notice Filing Rules, the Director may request
			 additional information, documentation or both. The request shall not exceed the
			 information or documentation required by the SEC to be filed in connection with
			 that offering.
(4) Salespersons:
(a) An individual employed by the issuer of a
			 federal covered security is not required to be licensed in Oregon to offer or
			 sell the federal covered security.
(b) A salesperson must be identified on the
			 Form NF filed with the Director but is not required to be licensed in Oregon to
			 offer or sell federal covered securities under section 18(b)(2) of the
			 Securities Act of 1933.
(c) Other
			 than a salesperson offering or selling a variable annuity, a salesperson is not
			 required to be licensed in Oregon to offer or sell federal covered securities
			 under section 18(b)(3) or (4) of the Securities Act of 1933.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 49 - NOTICE FILINGS FOR FEDERAL COVERED SECURITIES › Section 441-049-1031 - Investment Company Notice Filing

Current through Register Vol. 63, No. 7, July 1, 2024
(1) An investment company notice filing shall
			 comply with this rule.
(2) The
			 notice required by ORS
			 59.049 shall:
(a) Identify the portfolios offered through
			 the same SEC registration; and
(b)
			 Subject to section (3) of this rule, be filed on NASAA Form NF.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 49 - NOTICE FILINGS FOR FEDERAL COVERED SECURITIES › Section 441-049-1041 - Offering to Qualified Purchaser, Federally Exempt Securities and Federally Exempt Transactions

Current through Register Vol. 63, No. 7, July 1, 2024
(1) Except
			 as provided in section (2) of this rule, an issuer offering a security that is
			 a covered security under section 18(b)(3) or (4), other than sections
			 18(b)(4)(C) or 18(b)(4)(E), of the Securities Act of 1933, as amended, shall:
(a) File a written notice of such offering
			 identifying the issuer and seller if other than the issuer; and
(b) Pay a fee as set in OAR
			 441-049-1001.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 49 - NOTICE FILINGS FOR FEDERAL COVERED SECURITIES › Section 441-049-1051 - Rule 506 Offerings

Current through Register Vol. 63, No. 7, July 1, 2024
A person offering a covered security under section 18(b)(4)(E)
				shall:
(1)
(a) File a notice on SEC Form D not later
			 than 15 days after the first sale of securities subject to the notice in
			 Oregon;
(b) For the purposes of
			 notice, submit to the director the aggregate amount offered in Oregon;
(A) An offering amount may be "Indefinite" if
			 the amount being offered is undetermined or cannot be calculated at the present
			 time, such as if the offering includes securities to be acquired upon the
			 exercise or exchange of other securities or property and the exercise price or
			 exchange value is not currently known or knowable.
(B) If an amount is definite but difficult to
			 calculate without unreasonable effort or expense, provide a good faith
			 estimate.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 49 - NOTICE FILINGS FOR FEDERAL COVERED SECURITIES › Section 441-049-1061 - Federal Crowdfunding Offerings

Current through Register Vol. 63, No. 7, July 1, 2024
(1) An issuer that offers and sells
			 securities in Oregon in an offering exempt under federal Regulation
			 Crowdfunding adopted pursuant to section 18(b)(4)(C) of the Securities Act of
			 1933, and that either has its principal place of business in Oregon or sells
			 50% or greater of the aggregate amount of the offering to residents of Oregon,
			 shall file the following with the Director:
(a) A completed Uniform Notice of Federal
			 Crowdfunding Offering form or copies of all documents filed with the Securities
			 and Exchange Commission; and
(b)
			 The filing fee as set out in 441-049-1001.
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0001 - Fees for Registration of Securities

Current through Register Vol. 63, No. 7, July 1, 2024
Pursuant to ORS
				59.065, the Director sets the
				following fees for registration of securities:
(1) For initial registration, a fee of 1/10
			 of 1% of the amount offered in Oregon, with a minimum fee of $200 and a maximum
			 fee of $1,500.
(2) For renewal of a
			 current registration, a fee of 1/10 of 1% of the amount offered in Oregon, with
			 a minimum fee of $200 and a maximum fee of $1,500.
(3) To increase the aggregate offering amount
			 of a current registration, a fee calculated for registration of the desired
			 aggregate offering amount less fees previously paid for the current
			 registration, but not less than $100. Amending the aggregate offering amount
			 does not extend the expiration date of the current registration.
Stat. Auth.: ORS
				  59.065
Stats. Implemented: ORS
				  59.065,
				  59.070
Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 65 - REGISTRATION OF SECURITIES › Section 441-065-0010 - Types of Registration

Current through Register Vol. 63, No. 7, July 1, 2024
Types of registration. Securities may be registered under one
				of the following provisions:
(1)
			 Registration by qualification (OAR 441-065-0020).
(2) Registration by filing (OAR
			 441-065-0030).
(3) Registration by
			 multijurisdictional coordination (OAR 441-065-0035).
(4) Registration for resale, trading, or
			 dealing (OAR 441-065-0040).
(5)
			 Registration for condominium securities (OAR 441-065-0050).
(6) Registration for Small Offering
			 Abbreviated Registration (SOAR) Offerings not exceeding $1,000,000 including
			 under SEC Rule 504 (OAR 441-065-0070  through 441-065-0210  and 441-065-0220  through 441-065-0222).
(7)
			 Registration for the Small Corporate Offering Registration(SCOR) offerings not
			 exceeding $5,000,000 including under Securities Act Rule 504 (OAR 441-065-0070  through 441-065-0210  and OAR 441-065-0225).
(8) Registration of securities in connection
			 with a notice of offer to repay purchaser of an unlawfully sold security under
			 ORS 59.125(4) or
			 notice of offer to return an unlawfully purchased security under ORS
			 59.131(4).
(9) Registration for generic real estate
			 paper offerings (OAR 441-065-0260).
Statutory/Other Authority: ORS
				  59.065 & 59.285
Statutes/Other Implemented: ORS
				  59.065