Oregon Administrative Code

441-049-1051 Rule 506 Offerings A person offering a covered security under section 18(b)(4)(E) shall: (1)(a) File a notice on SEC Form D not later than 15 days after the first sale of securities subject to the notice in Oregon; (b) For the purposes of notice, submit to the direct…

441-049-1061 Federal Crowdfunding Offerings (1) An issuer that offers and sells securities in Oregon in an offering exempt under federal Regulation Crowdfunding adopted pursuant to section 18(b)(4)(C) of the Securities Act of 1933, and that either has its principal place of busin…

441-065-0001 Fees for Registration of Securities Pursuant to ORS 59.065, the Director sets the following fees for registration of securities: (1) For initial registration, a fee of 1/10 of 1% of the amount offered in Oregon, with a minimum fee of $200 and a maximum fee of $1,500.…

441-065-0010 Types of Registration 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 …

441-065-0015 When Registration Application Deemed Abandoned (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 deem…

441-065-0020 Registration by Qualification (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 regist…

441-065-0030 Registration by Filing (1) Securities for which a registration statement has been filed under the Securities Act of 1933 in connection with the offering of the securities may be registered by filing, whether or not they are also eligible for registration under any ot…

441-065-0035 Registration by Multijurisdictional Coordination (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…

441-065-0040 Registration for Resale, or Dealing and Trading (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 un…

441-065-0050 Condominium Securities (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…

441-065-0060 Creation of Classifications (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 …

441-065-0070 Definitions The following definitions are adopted for the purposes of OAR 441-065-0060 through 441-065-0225: (1) “Accredited Investor” means a person as defined in OAR 441-035-0010. (2) “Affiliate” means a person that directly or indirectly controls, is controlled by…

441-065-0080 General Requirements and Limitations (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. …

441-065-0090 Integration 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 …

441-065-0100 Information Requirements - General (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 Disclos…

441-065-0110 Public Advertising and General Solicitation (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 receivin…

441-065-0130 Bad Actor Disqualification (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 disqualif…

441-065-0140 Limitation on Selling Expenses (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…

441-065-0150 Escrow of Proceeds (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 pr…

441-065-0160 Rescission of Improvident Sales Including Oversales (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…

441-065-0180 Licensing of Salespersons (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 sal…

441-065-0190 Filings and Reports (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 w…

441-065-0200 Records 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 up…

441-065-0210 Waiver of Provisions 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 t…

441-065-0220 Small Offering Abbreviated Registration (SOAR) Procedure for Offerings Not Exceeding $1,000,000 (Including Under SEC Rule 504) (1) General. The Small Offering Abbreviated Registration (SOAR) may be used to register securities offerings that are offered and sold in Or…

441-065-0221 Application and Information Requirements for a SOAR Offering (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 cop…

441-065-0222 SOAR Offering Disclosure Requirements (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…

441-065-0223 Denial or Approval of a SOAR Offering Application by the Director (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…

441-065-0224 Retroactive Registration of SOAR Securities that Exceed the Amount Registered 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 retroa…

441-065-0225 Registration for a Small Corporate Offering Registration (SCOR) Procedure for Offerings Not Exceeding $5,000,000 (1) General Requirements. An applicant for registration pursuant to this rule shall comply with all applicable provisions of OAR 441-065-0060 through 441-…

441-065-0250 Definitions 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…

441-065-0260 Optional Registration Procedures for Securities Involving Real Estate Paper (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 offerin…

441-075-0010 General Renewal Procedure (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 divis…

441-075-0020 Specific Renewal Procedures An application for renewal must meet the following requirements: (1) Timely Application. In order to prevent an automatic expiration of an order of registration or renewal, an applicant for renewal should file a complete application no les…

441-085-0010 Selling Expenses (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 Se…

441-085-0020 Options to Underwriters (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…

441-095-0030 Fairness Hearing Procedures (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…

441-135-0020 Use of Certification or Professional Designation (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 prov…

441-175-0002 Fees for Licensing or Notice Filing of Firms and Individuals 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 $25…

441-175-0010 Definitions As used in these rules: (1) "Associated person" means any partner, officer, director, or branch manager of a broker-dealer, or investment adviser (or any person occupying a similar status or performing similar functions), or any person directly or indirec…

441-175-0015 When Licensing Application Deemed Abandoned (1) For purposes of this rule, the term "application" includes all documents, information and fees prescribed for the licensing of broker-dealers, state investment advisers, salespersons, or investment adviser representativ…

441-175-0020 Exclusion from Definition of “Broker-Dealer” ORS 59.015 excludes from the definition of "broker-dealer" the following persons, provided the person is not otherwise licensed as a broker-dealer, investment adviser, or salesperson: (1) Any person who effects sales of se…

441-175-0030 Exclusion from Definition of “Investment Adviser” ORS 59.015 excludes from the definition of "state investment adviser" the following persons, provided the person is not otherwise licensed as a broker-dealer, state investment adviser, mortgage broker, salesperson, or…

441-175-0040 Exclusion from Definition of “Salesperson” ORS 59.015 excludes from the definition of "salesperson" the following persons, provided the person is not otherwise licensed as a broker-dealer, investment adviser, or salesperson: (1) Subject to section (5) of this rule, a…

441-175-0041 Exclusion from Definition of “Investment Adviser Representative” ORS 59.015 excludes from the definition of "investment adviser representative" the following persons, provided that the person is not otherwise licensed as a broker-dealer, federal covered investment ad…

441-175-0046 Federal Covered Investment Advisor Representative For purposes of ORS 59.015(8)(a)(B), the term "Investment Advisor Representative" who is employed by or associated with a federal covered investment advisor only includes an individual who has a "place of business," a…

441-175-0050 Rules of Fair Practice for Real Estate Licensees Any real estate broker relying on exclusions in OAR 441-175-0020, 441-175-0030 or 441-175-0040 must comply with the following rules of fair practice: (1) All advertising involving securities registered under ORS 59.065…

441-175-0055 Rules of Fair Practice for Mortgage Banker and Mortgage Broker Licensees Any mortgage banker or mortgage broker licensed under ORS 59.840 to 59.980 and relying upon exclusion from the definition of "broker-dealer" pursuant to 59.015(1)(h) in connection with the offer…

441-175-0060 Licensing Rule Implementing, 1997 Oregon Laws Chapter 772 and the National Markets Improvement Act of 1996 (1) A FINRA broker dealer is not required to comply with the corporate surety bond, irrevocable letter of credit or net capital requirements for licensing in th…

441-175-0070 General Licensing Rules for Broker-Dealers, Investment Advisers and Salespersons, Succession and Acquisition (1) Incomplete applications will not be processed. (2) When all documents and fees have been submitted and reviewed by the director, a license for the broker-…