Chapter 59 — Chapter 59

ORS 59.005 Short title. ORS 59.005 to 59.505, 59.991 and 59.995 may be cited as the Oregon Securities Law. [1967 c.537 §2]

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ORS 59.010 [Repealed by 1967 c.537 §36]

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ORS 59.015 Definitions for Oregon Securities Law. As used in the Oregon Securities Law, unless the context otherwise requires

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ORS 59.020 [Repealed by 1967 c.537 §36]

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ORS 59.025 Securities exempt from registration. The following securities are exempt from ORS 59.049 and 59.055

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ORS 59.030 [Repealed by 1967 c.537 §36]

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ORS 59.035 Transactions exempt from registration. The following transactions are exempt from ORS 59.049 and 59.055 if they are not part of an attempt to evade fraudulently any provision of the Oregon Securities Law

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ORS 59.045 Authority of director to deny, withdraw or condition exemptions. (1) The Director of the Department of Consumer and Business Services may by rule or order, as to any security or any type of security transaction

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ORS 59.047 [1981 c.292 §2; 1985 c.349 §5; repealed by 1987 c.603 §30]

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ORS 59.049 Federal covered securities exempt from registration; notice filings; fees; rules. Federal covered securities may be offered and sold in this state without registration, subject to the following

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ORS 59.050 [1981 c.292 §3; 1985 c.349 §6; repealed by 1987 c.603 §30]

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ORS 59.051 Statutory references to federal law. References in ORS 59.005 to 59.505, 59.991 and 59.995 to federal statutes or federal regulations shall be construed to refer to those statutes or regulations as they are in effect on April 19, 1999. [1999 c.53 §8]

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ORS 59.052 [1981 c.292 §4; 1985 c.349 §7; repealed by 1987 c.603 §30]

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ORS 59.055 Conditions of offer and sale of securities. It is unlawful for any person to offer or sell any security in this state, unless

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ORS 59.065 Registration procedures; application; fees; rules. (1) The Director of the Department of Consumer and Business Services by rule shall establish procedures for registering securities. The director may coordinate registration in this state with any federal securities Act or national registration system

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ORS 59.070 Amended registration application; when required; fees. (1) A registrant under ORS 59.065 shall amend the registration application submitted under ORS 59.065 when there are material changes in the terms and conditions of the original registration. “Material changes in the terms and conditions of the original registration” includes an increase in the aggregate amount of securities to be offered in Oregon, change in the type of securities or change in the identity of the issuer or owner

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ORS 59.075 Registration by director; expiration; renewal; fee; rules. (1) The Director of the Department of Consumer and Business Services shall register the securities unless the director finds that registration should be denied on one or more of the grounds specified in ORS 59.105. The securities may thereafter be sold in accordance with the registration and any conditions, limitations or restrictions imposed by the director

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ORS 59.078 [1973 c.366 §8; repealed by 1987 c.603 §30]

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ORS 59.085 Conditions imposed on registration. The Director of the Department of Consumer and Business Services may, by rule or order, impose on a registration such conditions, limitations and restrictions as the director deems appropriate to make the issue fair, just and equitable, including the following

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ORS 59.095 Approval of plan to issue securities in exchange for other securities, claims or property. (1) The proponents of a plan pursuant to which a security is to be issued in exchange for one or more bona fide outstanding securities, claims or property interests, or partly in such exchange and partly for cash, except a security the issuance of which is under supervision, regulation or control by the Public Utility Commission of this state, may request approval of such plan by the Director of the Department of Consumer and Business Services

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ORS 59.105 Denial, suspension or revocation of registration. (1) Except as provided in subsection (2) of this section, the Director of the Department of Consumer and Business Services may by order deny, suspend or revoke any registration, if the director finds that

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ORS 59.110 [Amended by 1953 c.690 §3; 1955 c.201 §1; 1957 c.47 §1; 1963 c.244 §1; 1965 c.241 §2; repealed by 1967 c.537 §36]

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ORS 59.115 Liability in connection with sale or successful solicitation of sale of securities; recovery by purchaser; limitations on proceeding; attorney fees. (1) A person is liable as provided in subsection (2) of this section to a purchaser of a security if the person

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ORS 59.120 [Amended by 1955 c.196 §1; 1957 c.116 §1; 1963 c.244 §2; repealed by 1967 c.537 §36]

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ORS 59.125 Effect of notice of offer to repay purchaser; exceptions; registration of transaction. (1) Except as provided in subsection (3) of this section, no action or suit may be commenced under ORS 59.115 if the purchaser has received before suit a written notice as outlined in subsection (2) of this section

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ORS 59.127 Liability in connection with purchase or successful solicitation of purchase of securities; recovery by seller; limitations on proceeding; attorney fees. (1) A person is liable as provided in subsection (2) of this section to the person selling the security, if the person

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ORS 59.130 [Amended by 1953 c.549 §138; repealed by 1967 c.537 §36]

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ORS 59.131 Effect of notice of intent to return unlawfully purchased security; contents of notice; registration of transaction. (1) Except as provided in subsection (3) of this section, no action or suit may be commenced under ORS 59.127 if the seller has received before suit a written notice of intent to return the security as outlined in subsection (2) of this section

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ORS 59.135 Fraud and deceit with respect to securities or securities business. It is unlawful for any person, directly or indirectly, in connection with the purchase or sale of any security or the conduct of a securities business or for any person who receives any consideration from another person primarily for advising the other person as to the value of securities or their purchase or sale, whether through the issuance of analyses or reports or otherwise

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ORS 59.137 Liability in connection with violation of ORS 59.135; damages; defense; attorney fees; limitations on proceeding. (1) Any person who violates or materially aids in a violation of ORS 59.135 (1), (2) or (3) is liable to any purchaser or seller of the security for the actual damages caused by the violation, including the amount of any commission, fee or other remuneration paid, together with interest at the rate specified in ORS 82.010 for judgments for the payment of money, unless the person who materially aids in the violation sustains the burden of proof that the person did not know and, in the exercise of reasonable care, could not have known of the existence of the facts on which the liability is based

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ORS 59.140 [Repealed by 1967 c.537 §36]

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ORS 59.145 Effect of notice filing, registration or license. (1) Neither the fact that a notice filing or an application for registration or a license under the Oregon Securities Law has been filed nor the fact that a person is effectively licensed or a security is effectively registered constitutes a finding by the Director of the Department of Consumer and Business Services that any document filed under the Oregon Securities Law is true, complete and not misleading. Neither such fact nor the fact that an exemption or exception is available for a security or a transaction means 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

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ORS 59.150 [Amended by 1957 c.45 §1; repealed by 1967 c.537 §36]

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ORS 59.155 Director is agent for service of process; manner of service; exceptions. (1) The Director of the Department of Consumer and Business Services shall be an agent for the following persons upon whom may be served at any time any process, notice or demand in a civil proceeding under the Oregon Securities Law, including a proceeding brought by the director

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ORS 59.160 [Repealed by 1967 c.537 §36]

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ORS 59.165 Licensing of broker-dealers, investment advisers and salespersons required; rules. (1) It is unlawful for any person to transact business in this state as a broker-dealer or salesperson unless the person is licensed under the Oregon Securities Law

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ORS 59.170 [Amended by 1961 c.352 §1; repealed by 1967 c.537 §36]

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ORS 59.175 Procedures for notice filing and licensing; rules; examination; bond, letter of credit or other security; insurance; filing trade name or assumed business name; fees. (1) The Director of the Department of Consumer and Business Services by rule shall establish procedures for notice filings required of federal covered investment advisers as well as procedures for licensing broker-dealers, state investment advisers, investment adviser representatives and salespersons. The director may coordinate notice filings or licensing with any national registration, licensing or notice filing system

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ORS 59.180 [Amended by 1957 c.48 §1; repealed by 1967 c.537 §36]

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ORS 59.185 Expiration of license; rules for renewal; change in personnel. (1) Every license of a broker-dealer or state investment adviser expires one year after the date of issuance unless the Director of the Department of Consumer and Business Services establishes a different expiration date for purposes of coordination with any national registration or licensing system

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ORS 59.190 [Repealed by 1967 c.537 §36]

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ORS 59.193 [1973 c.366 §9; 1975 c.491 §3; 1985 c.349 §19; repealed by 1987 c.603 §30]

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ORS 59.195 Licensees to keep records; inspection; filing of financial reports. (1) Subject to the provisions of section 15 of the Securities Exchange Act of 1934, as amended, and section 222 of the Investment Advisers Act of 1940, as amended, every broker-dealer, state investment adviser, investment adviser representative and salesperson shall make and keep such accounts, correspondence, memoranda, papers, books and other records as the Director of the Department of Consumer and Business Services by rule or order prescribes. All such records of state investment advisers or investment adviser representatives maintained in this state shall be preserved for three years unless the director by rule prescribes otherwise. The director may examine all such records within or without this state at any reasonable time or times and may, without subpoena require the production of such records at the office of the director as often as is reasonably necessary and, in any event, during consideration of any application for licensing or during any proceeding under ORS 59.205 to 59.225

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ORS 59.200 [Amended by 1955 c.198 §1; 1957 c.58 §1; 1959 c.280 §1; repealed by 1967 c.537 §36]

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ORS 59.205 Grounds for denying, suspending, revoking or imposing condition or restriction on license. Except as provided in ORS 59.215, the Director of the Department of Consumer and Business Services may by order deny, suspend or revoke, or impose conditions or restrictions on, a license of a person as a broker-dealer, state investment adviser, investment adviser representative or salesperson if the director finds that the applicant or licensee

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ORS 59.210 [Amended by 1955 c.179 §1; repealed by 1963 c.244 §3 (59.211 enacted in lieu of 59.210)]

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ORS 59.211 [1963 c.244 §4 (enacted in lieu of 59.210); repealed by 1967 c.537 §36]

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ORS 59.215 Action against applicant or licensee for act or omission of associate; exceptions. The Director of the Department of Consumer and Business Services may enter an order against the applicant or licensee under ORS 59.205 if any partner, officer or director of a broker-dealer or state investment adviser, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling the broker-dealer or state investment adviser has been guilty of any act or omission which would be cause for conditioning, restricting, denying, suspending or revoking the license of an individual broker-dealer, state investment adviser or salesperson, except as follows

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ORS 59.220 [Repealed by 1967 c.537 §36]

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ORS 59.225 Cancellation of license or application; application for withdrawal; effect of suspension or revocation. (1) If the Director of the Department of Consumer and Business Services finds that an applicant or licensee has ceased to do business as a broker-dealer, state investment adviser, investment adviser representative or salesperson, or has failed to maintain a bond or other security required by ORS 59.175 (4), or has failed to maintain an errors and omissions insurance policy required by ORS 59.175 (5), or is subject to an adjudication of mental incompetence or to the control of a conservator or guardian, or cannot be located after reasonable search, the director may cancel the license or application

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