Title 7, Corporations and Partnerships

9 chapters · 973 sections in this title.

79 sectionsFiltered byTitle 7 Ch 59

ORS 59.005 Short title
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ORS 59.005 to 59.505, 59.991 and 59.995 may be cited as the Oregon Securities Law. [1967 c.537 §2]
ORS 59.015 Definitions for Oregon Securities Law
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As used in the Oregon Securities Law, unless the context otherwise requires: (1) Broker-dealer means a person who engages, all or part of the time, in effecting transactions in securities for the account of others or for the persons own account. Broker-dealer does not includ…
ORS 59.025 Securities exempt from registration
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The following securities are exempt from ORS 59.049 and 59.055: (1)(a) A security issued or guaranteed by the United States or a state, or by a political subdivision, agency or other instrumentality of the United States or a state. (b) Any other security offered in connection wit…
ORS 59.035 Transactions exempt from registration
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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: (1) Any transaction by a sheriff, marshal or court appointed fiduciary. (2) An isolated nonissuer transaction in t…
ORS 59.045 Authority of director to deny, withdraw or condition exemptions
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(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: (a) Deny, withdraw or condition the exemptions allowed by ORS 59.025 and 59.035 if, in the directors opinion, the further sale of th…
ORS 59.049 Federal covered securities exempt from registration; notice filings; fees; rules
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Federal covered securities may be offered and sold in this state without registration, subject to the following: (1) Unless otherwise exempt from registration under ORS 59.025 or 59.035, any federal covered security that is subject to section 18(b)(2) of the Securities Act of 193…
ORS 59.051 Statutory references to federal law
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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]
ORS 59.055 Conditions of offer and sale of securities
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It is unlawful for any person to offer or sell any security in this state, unless: (1) The security is registered and the offer or sale is not in violation of any rule or order of the Director of the Department of Consumer and Business Services or any condition, limitation or res…
ORS 59.065 Registration procedures; application; fees; rules
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(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. (2) Every registration appli…
ORS 59.070 Amended registration application; when required; fees
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(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 …
ORS 59.075 Registration by director; expiration; renewal; fee; rules
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(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 regi…
ORS 59.085 Conditions imposed on registration
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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: (1) That a prospec…
ORS 59.095 Approval of plan to issue securities in exchange for other securities, claims or property
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(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, regu…
ORS 59.105 Denial, suspension or revocation of registration
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(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: (a) The proposed plan of business of the issuer, the characteristics and t…
ORS 59.115 Liability in connection with sale or successful solicitation of sale of securities; recovery by purchaser; limitations on proceeding; attorney fees
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(1) A person is liable as provided in subsection (2) of this section to a purchaser of a security if the person: (a) Sells or successfully solicits the sale of a security, other than a federal covered security, in violation of the Oregon Securities Law or of any condition, limita…
ORS 59.125 Effect of notice of offer to repay purchaser; exceptions; registration of transaction
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(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. (2) The notice shall contain: (a) An offer to pay the amount spe…
ORS 59.127 Liability in connection with purchase or successful solicitation of purchase of securities; recovery by seller; limitations on proceeding; attorney fees
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(1) A person is liable as provided in subsection (2) of this section to the person selling the security, if the person: (a) Purchases or successfully solicits the purchase of a security, other than a federal covered security, in violation of any condition, limitation or restricti…
ORS 59.131 Effect of notice of intent to return unlawfully purchased security; contents of notice; registration of transaction
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(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. (2) The notice shall contain: (a) …
ORS 59.135 Fraud and deceit with respect to securities or securities business
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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 s…
ORS 59.137 Liability in connection with violation of ORS 59.135; damages; defense; attorney fees; limitations on proceeding
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(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 i…
ORS 59.145 Effect of notice filing, registration or license
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(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 Departm…
ORS 59.155 Director is agent for service of process; manner of service; exceptions
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(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…
ORS 59.165 Licensing of broker-dealers, investment advisers and salespersons required; rules
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(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. (2) A broker-dealer or state investment adviser may not be licensed in this state unless the broker-dealer or stat…
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
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(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 representat…
ORS 59.185 Expiration of license; rules for renewal; change in personnel
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(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…
ORS 59.195 Licensees to keep records; inspection; filing of financial reports
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(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…
ORS 59.205 Grounds for denying, suspending, revoking or imposing condition or restriction on license
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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 …
ORS 59.215 Action against applicant or licensee for act or omission of associate; exceptions
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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 f…
ORS 59.225 Cancellation of license or application; application for withdrawal; effect of suspension or revocation
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(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…
ORS 59.235 General supervision over persons dealing in securities
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Subject to section 18 of the Securities Act of 1933, as amended, section 15 of the Securities Exchange Act of 1934, as amended, and sections 203A and 222 of the Investment Advisers Act of 1940, as amended, the Director of the Department of Consumer and Business Services shall hav…
ORS 59.245 Investigations; publicity with respect to violations; confidentiality of materials; exceptions; cease and desist order
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(1) The Director of the Department of Consumer and Business Services may: (a) Make such public or private investigations within or outside this state as the director deems necessary to determine whether a person has violated or is about to violate any provision of the Oregon Secu…
ORS 59.255 Enjoining violations; fine; appointment of receiver; attorney fees; damages to private parties
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(1) Whenever it appears to the Director of the Department of Consumer and Business Services that a person has engaged, is engaging or is about to engage in an act or practice constituting a violation of any provision of the Oregon Securities Law or any rule or order of the direct…
ORS 59.265 Procedure when assets or capital of broker-dealer or investment adviser found impaired; involuntary liquidation
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(1) When the Director of the Department of Consumer and Business Services ascertains that the assets or capital of any broker-dealer not otherwise registered under section 15 of the Securities Exchange Act of 1934, as amended, or state investment adviser that has its principal pl…
ORS 59.275 Burden of proof
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It is not necessary to negative any of the exemptions or classifications provided in the Oregon Securities Law in a complaint, action, information, indictment or other writ or proceeding laid or brought under the Oregon Securities Law; and the burden of proof of an exemption or c…
ORS 59.285 Rules; financial statements
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(1) In accordance with this section and ORS chapter 183 the Director of the Department of Consumer and Business Services may from time to time make, amend and rescind such rules as are necessary to carry out the provisions of the Oregon Securities Law. The director may classify s…
ORS 59.295 Notice of orders; hearings on orders
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(1) Except as provided in ORS 183.745, upon the entry of an order under the Oregon Securities Law, the Director of the Department of Consumer and Business Services shall promptly give appropriate notice of the order as provided in this subsection. The notice shall state that a he…
ORS 59.305 Judicial review of orders
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(1) A person aggrieved by an order of the Director of the Department of Consumer and Business Services which has been the subject of a timely application for hearing before the director shall be entitled to judicial review of the order under ORS chapter 183. (2) A judgment of a r…
ORS 59.315 Oaths and subpoenas in proceedings before director
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(1) For the purpose of an investigation or proceeding under the Oregon Securities Law, the Director of the Department of Consumer and Business Services may administer oaths and affirmations, subpoena witnesses, compel their attendance, take evidence and require the production of …
ORS 59.325 Certified copies of documents; fee; effect of certification
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(1) The Director of the Department of Consumer and Business Services shall furnish to any person, upon payment of a fee established by rule, copies (certified if requested) of any document which is a matter of public record. In a proceeding or prosecution under the Oregon Securit…
ORS 59.331 Scope of Attorney General powers; consent of director; powers of circuit court; damages, restitution, disgorgement and other penalties
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(1) Subject to subsection (2) of this section and after providing notice and an opportunity to participate to the Director of the Department of Consumer and Business Services, the Attorney General may: (a) Make public or private investigations within or outside this state as the …
ORS 59.335 Application of certain sections
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(1) ORS 59.055, 59.115, 59.125, 59.145 and 59.165 (1) apply to persons who sell or offer to sell when: (a) An offer to sell is made in this state; or (b) An offer to buy is made and accepted in this state. (2) ORS 59.145 and 59.165 (1) apply to persons who buy or offer to buy whe…
ORS 59.345 When offer to sell or buy is made in this state
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(1) For the purpose of ORS 59.335, an offer to sell or to buy is made in this state, whether or not either party is then present in this state, when the offer: (a) Originates from this state; or (b) Is directed by the offeror to this state and received at the place to which it is…
ORS 59.350 Treatment of certain transactions
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For purposes of ORS 59.005 to 59.505, 59.710 to 59.830, 59.991 and 59.995: (1) A transaction with spouses married to each other is treated as a transaction with one person. The securities may be held jointly or individually. (2) A transaction with an entity is treated as a transa…
ORS 59.355 Corporations subject to other laws
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Nothing in the Oregon Securities Law relieves a corporation from making reports required by law to be made to the Director of the Department of Consumer and Business Services or to any other state officer, or from paying the fees to be paid by corporations. The Oregon Securities …
ORS 59.365 Common-law and statutory rights not limited
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Nothing in the Oregon Securities Law limits any statutory or common-law right of a person to bring an action in any court for an act involved in the sale of securities, or the right of the state to punish a person for a violation of any law. [1967 c.537 §33]
ORS 59.370 Limitation on liability for good faith act or omission; reports regarding salespersons or investment adviser representatives; limitation on liability related to reports; rules
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(1) Provisions of the Oregon Securities Law imposing civil or criminal liability do not apply to an act done or omitted in good faith in conformity with a rule or order of the Director of the Department of Consumer and Business Services, notwithstanding that the rule or order may…
ORS 59.451 Prohibition against filing false statement by person under investigation or examination
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It is unlawful for any person who is the subject of an investigation under ORS 59.245 or examination under ORS 59.235, directly or indirectly, to make or file or cause to be made or filed with the Director of the Department of Consumer and Business Services any statement, report …
ORS 59.480 Definitions for ORS 59.480 to 59.505
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As used in ORS 59.480 to 59.505: (1)(a) Financial exploitation means: (A) Wrongfully taking assets, funds or property belonging to or intended for the use of another person; (B) Alarming another person by conveying a threat to wrongfully take or appropriate money or property of…
ORS 59.485 Required reporting by certain securities professionals of suspected financial exploitation
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(1) Except as provided in subsection (4) of this section, a qualified individual who has reasonable cause to believe that financial exploitation of a vulnerable person with whom the qualified individual comes into contact has occurred, has been attempted or is being attempted sha…
ORS 59.490 Notifications to third parties
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(1) If a qualified individual has reasonable cause to believe that financial exploitation of a vulnerable person with whom the qualified individual comes into contact has occurred, has been attempted or is being attempted, the qualified individual may notify any third party who w…