Oregon Administrative Code

441-001-0050 Refund of Monies Paid (1) This rule pursuant to ORS 293.445 provides for the refund of monies paid to the Department of Consumer and Business Services to which the Department has no legal interest, or in excess of the amount legally due when paid for any program admi…

441-005-0010 Application For Certificate Of Compliance (1) To apply for a certificate from the Director to indicate that use of a requested name or intended activity is in compliance with the Bank Act and ORS chapters 59, 645, 705, 717, 725 and 726, a company shall submit: (a) A …

441-011-0010 Definitions (1) The words and phrases used in divisions 011 through 325 have the meaning given them in ORS 183.310. (2) “Director” means the director of the Department of Consumer and Business Services. (3) “Department” means the Department of Consumer and Business S…

441-011-0020 Waiver by the Director The Director may, either upon request or upon the Director’s motion, waive or modify the application of any particular rule to a particular person when, in the Director’s opinion just and reasonable cause exists for such action and the waiving …

441-011-0040 Financial Statements (1) All financial statements required by any rule or official form of the Department of Consumer and Business Services, Division of Financial Regulation, shall be prepared in accordance with generally accepted accounting principles. Financial sta…

441-025-0005 Self-Executing Registration Exemptions (1)(a)The securities listed in ORS 59.025 are exempt from registration or notice filing requirements. Sales of securities listed in 59.025 may only be effected through licensed persons, unless a person is otherwise exempted by s…

441-025-0020 Manual Exemption Securities maintaining the following ratings by publishers of securities manuals are approved for the purpose of the exemption from registration in subsection (5) of ORS 59.025: (1) Ratings of BBB or better for debt securities, and ratings of F-3 or …

441-025-0030 Employee Benefit Plans The terms of an employee benefit plan are fair, just, and equitable for the purposes of ORS 59.025(13)(b) if it is a plan of an employee-owned enterprise. Statutory/Other Authority: ORS 59.285 Statutes/Other Implemented: ORS 59.025 History: FCS…

441-025-0040 Charitable Securities (1) A person may offer and sell Charitable Remainder Annuity Trusts, Charitable Remainder Unitrusts, and Pooled Income Funds and be exempt from the provisions of ORS 59.055 if: (a) The person is exempt from federal taxation under the provisions …

441-025-0050 Additional Exempt Employee Benefit Plans Pursuant to ORS 59.025(15), securities issued in connection with an employee benefit plan are exempt from registration if the plan: (1) Is subject to or voluntarily complies with Title I of the Employee Retirement Income Secur…

441-025-0060 Memberships in a Non-profit Cooperative Pursuant to authority in ORS 59.025(15), the director exempts any certificate evidencing membership issued by a non-profit cooperative that meets all of the following criteria: (1) The issuing cooperative is formed pursuant to …

441-025-0120 Definitions For purposes of 441-025-0121 through 441-025-0124, the following definitions apply unless the context requires otherwise: (1) “Accredited investor” has the same meaning as that term is defined under OAR 441-035-0010. (2) “Capital stock” means a proportion…

441-025-0121 General Requirements for Renewable Energy Cooperative Corporations (1) In order to rely on the exemption under ORS 59.025(12), a renewable energy cooperative corporation must: (a) Have a certificate of existence issued by the Oregon Secretary of State pursuant to ORS…

441-025-0122 Requirements for Reliance on Registration Exemption for Renewable Energy Cooperative Corporations A renewable energy cooperative corporation relying on the exemption in ORS 59.025(12) is limited to the following actions in connection with the exempt offering: (1) Adm…

441-025-0123 Disclosures Required Related to the Sale of Membership Shares in Renewable Energy Cooperative Corporations Prior to offering a membership shares in a renewable energy cooperative corporation to prospective purchaser, the renewable energy cooperative corporation shall…

441-025-0124 Disclosures Related to Renewable Energy Cooperative Corporation Projects 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 …

441-025-0125 Required Filings and Records (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 di…

441-025-0126 Utilization of Disclosures and Disclaimer (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…

441-035-0005 Self-Executing Transaction Exemptions (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…

441-035-0010 Accredited Investor For purposes of ORS 59.035(5) accredited investor includes: (1) Any bank as defined in Section 3(a)(2) of the Securities Act of 1933 (the "Act"), or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act …

441-035-0020 Transactions Ineligible Under ORS 59.035(7) Exemption 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…

441-035-0021 Disclosure Requirements for Real Estate Paper Transactions Exempt Under ORS 59.035(7) (1) All transactions exempt under ORS 59.035(7), involving a mortgage banker or mortgage broker must comply with the provisions of OAR 441-870-0050. (2) All transactions exempt unde…

441-035-0030 Manual Exemption 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. Statutory/Other Authority: ORS 59.285…

441-035-0045 Solicitation of Interest for Offering of Securities Pursuant to SEC Regulation A (1) An offer, but not a sale, of a security made by or on behalf of an issuer for the sole purpose of soliciting an indication of interest in receiving a prospectus (or its equivalent) f…

441-035-0050 Isolated Issuer Transaction (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…

441-035-0060 Offers of Securities on the Internet (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 al…

441-035-0070 Policy and Purpose of the Oregon Intrastate Offering Exemption (OIO) 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-…

441-035-0080 Definitions For purposes of OAR 441-035-0070 through OAR 441-035-0230, the following definitions apply unless the context requires otherwise: (1) “Broker-Dealer” means a person who engages all or part of the time in effecting transactions in securities for the accoun…

441-035-0090 Requirements for Exemption From Securities Registration The sale of an OIO by an issuer shall be exempt from the securities registration requirements under ORS 59.055 if the sale is conducted in accordance with the following: (1) Nature of the issuer: An issuer must …

441-035-0100 Resale Limitations (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. (2) After the im…

441-035-0110 Required Filings (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) …

441-035-0120 Required Disclosures (1) Prior to the sale of any 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 int…

441-035-0125 Reporting (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 makin…

441-035-0130 Advertising Issuers, salespersons, and broker-dealers, including third party platform providers may engage in general advertising or solicitation of OIO securities provided that: (1) The issuer files a copy of, or amendment to, advertising materials or template from …

441-035-0140 Use of Internet General Requirements (1) Websites that advertise or offer an OIO security must prominently state that the advertisement does not constitute an offer to sell a security, that the offering is made under an exemption from registration under the Securitie…

441-035-0160 Use of the Internet by Third Party Platform Providers A third party platform provider may post advertising materials allowed under OAR 441-035-0130 and offering documents under 441-035-0120 for OIO securities, under the following conditions: (1) The platform is inten…

441-035-0170 Prohibited Offerings The OIO exemption is unavailable for the following types of offerings: (1) Offerings involving development stage companies without a specific business plan or purpose, or in which the issuer has indicated that its business is to engage in a merge…

441-035-0180 Prohibition on Commissions, Fees and Other Remuneration No person may receive a commission, fee, or other remuneration for offering, soliciting or selling any OIO security. Statutory/Other Authority: ORS 59.035 Statutes/Other Implemented: ORS 59.035 History: FCS 1-20…

441-035-0190 Integration (1) All separate sales of securities will be included as part of the OIO if, after considering the following elements, there are compelling reasons to treat the sale as part of the same offering. The elements to be considered include, but are not limited …

441-035-0210 Bad Actor Disqualification (1) The OIO exemption is not available if, within five years prior to the offering, any of the following apply: (a) An issuer or person affiliated with the issuer has filed a registration statement which is the subject of any pending procee…

441-035-0220 Records The issuer shall maintain the following records for inspection by the Director for four (4) years from the date the OIO is completed. (1) Any information the issuer, broker dealer, or salesperson collected and relied upon to determine the residency and income…

441-035-0230 Burden of Proof Under ORS 59.275, issuers, broker-dealers, and salespersons relying upon the OIO rules bear the burden of proving they satisfy all the conditions of the OIO in any civil, criminal, or administrative action brought under or in connection with Oregon Se…

441-035-0240 Waivers Issuers may seek a waiver from the following requirements by submitting a request in writing demonstrating why a waiver should be granted and an analysis of why a waiver will not weaken the investor protection components of these rules. Issuers may seek waive…

441-035-0300 Certain Compensatory Benefit Plans (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…

441-045-0010 Blank Check Company Securities Denial of Transactional Exemptions (1) No issuer, licensed broker-dealer, or affiliate of an issuer or licensed broker-dealer may effect transactions in the securities of a “blank check company,” as that term is defined pursuant to sect…

441-049-1001 Fees for Federal Covered Securities Notice Filings Pursuant to ORS 59.049, for new filings received on or after July 1, 2017 or renewal filings effective on or after July 1, 2017, the director sets the following fees for notice filings for federal covered securities:…

441-049-1011 Scope and Definitions (1)(a) Scope of rule. The Notice Filing Rules (OAR 441-049-1011 to 441-049-1051) provide Oregon procedures for notice filings and renewals under ORS 59.049. (b) Application of Notice Filing Rules: (A) An offering under the Notice Filing Rules do…

441-049-1021 General Provisions Applicable to Notice Filing Rules (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…

441-049-1031 Investment Company Notice Filing (1) An investment company notice filing shall comply with this rule. (2) The notice required by ORS 59.049 shall: (a) Identify the portfolios offered through the same SEC registration; and (b) Subject to section (3) of this rule, be f…

441-049-1041 Offering to Qualified Purchaser, Federally Exempt Securities and Federally Exempt Transactions (1) Except as provided in section (2) of this rule, an issuer offering a security that is a covered security under section 18(b)(3) or (4), other than sections 18(b)(4)(C) …