OAR 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 registration by qualification must use Form U-1 (developed by the North American Securities Administrators Association, Inc.). The application must be complete and accompanied by the following documents as applicable:

(a)

One copy of the registration statement filed with the Securities and Exchange Commission;

(b)

One copy of the most recent prospectus;

(c)

The underwriting agreement, agreement among underwriters, and selected dealers’ agreement;

(d)

Copies, including all amendments, of the issuer’s articles of incorporation, certificate of limited partnership, or charter;

(e)

Issuer’s bylaws as amended to date;

(f)

Other contracts or documents of a material nature including option or warrant plans, proceeds escrow agreements, stock escrow agreements, key employment contracts, leases, patent opinions, preliminary title reports, and loan commitment letters;

(g)

Counsel’s opinion as to the legality of the securities to be issued and counsel’s consent to use the opinion;

(h)

Other experts’ opinions or reports and consent to use the opinions;

(i)

A specimen of the security including any restrictions on its transfer;

(j)

Proposed advertising material except material described in Rules 134, 134a, 135, or 135a adopted under the Securities Act of 1933, as amended;

(k)

Financial statements as defined in OAR 441-011-0040 (Financial Statements);

(l)

A Form U-4 application and a filing fee as set in OAR 441-175-0002 (Fees for Licensing or Notice Filing of Firms and Individuals) for each salesperson if the offering will not be made through a licensed broker-dealer; and

(m)

A registration fee as set in OAR 441-065-0001 (Fees for Registration of Securities).

(3)

Post application information. Every applicant or registrant by qualification must:

(a)

Advise the Director prior to registration in Oregon of any material change in any information contained in the application or in any documents submitted with or as a part of the application;

(b)

File within two business days after filing with the Securities and Exchange Commission:

(A)

Any amendments to the federal registration statement designating the changed, revised, or added material or information; and

(B)

The final prospectus and any further amendments or supplements thereto.

(c)

File within 14 days of the date of registration the final prospectus, if not filed with the Securities and Exchange Commission;

(d)

Notify the Director within two business days of receipt of:

(A)

Any stop order, order of denial, order to show cause, order of suspension or revocation, injunction, or restraining order, or similar order entered or issued by any state or other regulatory authority or by any court concerning the securities covered by the application or other securities of the issuer currently being offered to the public; and

(B)

Notice of effectiveness of the registration by the Securities and Exchange Commission.

(e)

Notify the Director at least two business days prior to the effectiveness of the registration with the Securities and Exchange Commission of:

(A)

Any requests by the issuer or applicant to any other state or regulatory authority for permission to withdraw any application to register the securities described in the application; and

(B)

All states in which applications have been filed where the issuer or applicant has received notice from the state authority that the application does not comply with state requirements and the applicant or issuer cannot or does not intend to comply with such requirements.

(f)

Furnish promptly all additional information and documents with respect to the issuer or the securities covered by the application as the Director requests.

(4)

Registration. Registration is effective on the issuance of an order of registration.
[ED. NOTE: Forms referenced are available from the agency.]

Source: Rule 441-065-0020 — Registration by Qualification, https://secure.­sos.­state.­or.­us/oard/view.­action?ruleNumber=441-065-0020.

441–065–0001
Fees for Registration of Securities 441–065–0010
Types of Registration 441–065–0015
When Registration Application Deemed Abandoned 441–065–0020
Registration by Qualification 441–065–0030
Registration by Filing 441–065–0035
Registration by Multijurisdictional Coordination 441–065–0040
Registration for Resale, or Dealing and Trading 441–065–0050
Condominium Securities 441–065–0060
Creation of Classifications 441–065–0070
Definitions 441–065–0080
General Requirements and Limitations 441–065–0090
Integration 441–065–0100
Information Requirements - General 441–065–0110
Public Advertising and General Solicitation 441–065–0130
Bad Actor Disqualification 441–065–0140
Limitation on Selling Expenses 441–065–0150
Escrow of Proceeds 441–065–0160
Rescission of Improvident Sales Including Oversales 441–065–0180
Licensing of Salespersons 441–065–0190
Filings and Reports 441–065–0200
Records 441–065–0210
Waiver of Provisions 441–065–0220
Small Offering Abbreviated Registration (SOAR) Procedure for Offerings Not Exceeding $1,000,000 (Including Under SEC Rule 504) 441–065–0221
Application and Information Requirements for a SOAR Offering 441–065–0222
SOAR Offering Disclosure Requirements 441–065–0223
Denial or Approval of a SOAR Offering Application by the Director 441–065–0224
Retroactive Registration of SOAR Securities that Exceed the Amount Registered 441–065–0225
Registration for a Small Corporate Offering Registration (SCOR) Procedure for Offerings Not Exceeding $5,000,000 441–065–0250
Definitions 441–065–0260
Optional Registration Procedures for Securities Involving Real Estate Paper
Last Updated

Jun. 8, 2021

Rule 441-065-0020’s source at or​.us