ORS 59.025
Securities exempt from registration

The following securities are exempt from ORS 59.049 (Federal covered securities exempt from registration) and 59.055 (Conditions of offer and sale of securities):

(1)

Intentionally left blank —Ed.

(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 with or as part of a security described in paragraph (a) of this subsection, if the security cannot be severed and sold separately from the security in paragraph (a) of this subsection.

(2)

A security issued or guaranteed by a foreign government with which the United States is at the time of the sale maintaining diplomatic relations, or by a state, province or political subdivision of the foreign government that has the power of taxation or assessment, if the foreign government, state, province or political subdivision recognizes the security as a valid obligation.

(3)

A security that represents an interest in or a direct obligation of, or is guaranteed by, a national bank, a federal savings and loan association, a federal credit union, a federal land bank or joint stock land bank or a national farm loan association.

(4)

Any of the following securities:

(a)

A security that, at the time the security is issued, is listed or approved for listing on the New York Stock Exchange, the American Stock Exchange, the Midwest Stock Exchange, the Pacific Stock Exchange or any other exchange that the Director of the Department of Consumer and Business Services recognizes by rule;

(b)

A security that the NASDAQ Stock Market, NASDAQ Options Market or NASDAQ OMX Futures Exchange has designated or approved for designation at the time the security was issued;

(c)

Any other security issued by a person or entity that issues a security listed or designated under paragraph (a) or (b) of this subsection, if the other security is of senior or substantially equal rank to the listed or designated security;

(d)

A security issuable under rights or warrants listed or approved under paragraph (a), (b) or (c) of this subsection; or

(e)

A warrant or right to purchase or subscribe to any security described in paragraph (a), (b), (c) or (d) of this subsection.

(5)

A security that maintains a rating that the director approves in a recognized securities manual.

(6)

A security that represents an interest in or a direct obligation of, and that has been or will be issued by, a bank, trust company, savings and loan association or credit union and that is subject to the examination, supervision and control of a regulatory agency of this state.

(7)

Commercial paper issued, given or acquired in a bona fide way in the ordinary course of legitimate business, trade or commerce, if the commercial paper is not made the subject of a public offering.

(8)

A security, the issuance of which the Public Utility Commission supervises, regulates or controls, if the Public Utility Commission supervises, regulates or controls the person or entity that issues the security.

(9)

Stock or membership certificates that an agricultural cooperative corporation or irrigation association issues, if the agricultural cooperative corporation or irrigation association issues the stock or membership certificate as evidence of membership in the cooperative or association, as a patronage dividend or as evidence of a member’s or a patron’s respective interests in reserves or patronage dividends. This exemption does not apply to a cooperative or association that expects to engage in or is engaged in producing, processing or marketing forest products.

(10)

Stock or membership certificates that a fishing cooperative corporation issues to members of the fishing cooperative corporation either for the purpose of showing membership or for the purpose of showing the members’ respective interests in reserves or patronage dividends. For purposes of this subsection, a fishing cooperative corporation is an association of persons engaged commercially in harvesting, marketing or processing products of aquatic life from fresh and salt water, that is formed or operated under ORS chapter 62 with the purpose of commercially harvesting, marketing or processing such products or engaging in group bargaining with respect to the sale of such products.

(11)

Stock or membership certificates issued by an association of consumers that is formed or operated under ORS chapter 62 with the purpose of providing groceries to the association’s members, if the association issues the stock or certificates to members either for the purpose of showing membership in the association or for the purpose of showing the members’ respective interests in patronage dividends or reserves. For purposes of the exemption under this subsection:

(a)

The price of stock or a membership certificate may not exceed $300.

(b)

The benefits must be limited to discounts on purchases or patronage dividends, or any combination of discounts and dividends.

(c)

The association may issue only one stock or membership certificate to an individual.

(12)

Subject to conditions that the director adopts by rule, stock or membership certificates that a renewable energy cooperative corporation issues to members of the cooperative corporation, if the cooperative corporation issues the stock or certificates to members either to show membership in the cooperative corporation or to show the members’ respective interests in or entitlement to assets, reserves or dividends. For the purpose of this subsection, a renewable energy cooperative corporation is an association of persons that is organized as a cooperative corporation under ORS chapter 62 with the purpose of developing and operating facilities to generate electricity from renewable energy resources, as defined in ORS 757.600 (Definitions for ORS 757.600 to 757.687) (27)(a), (c) and (d), or from a type of energy listed in ORS 469A.025 (Renewable energy sources) (1)(c).

(13)

Any security issued in connection with an employee stock purchase, savings, pension, profit sharing or similar employee benefit plan, provided that:

(a)

The plan meets the requirements for qualification under section 401 of the Internal Revenue Code of 1986; and

(b)

The terms of the plan are fair, just and equitable to employees under rules of the director.

(14)

Any security issued by a person that is:

(a)

Organized and operated exclusively for a religious, educational, benevolent, fraternal, charitable or reformatory purpose and not for pecuniary profit;

(b)

Organized or constituted so that the person’s net earnings do not inure to the benefit of any person, private stockholder, or individual; and

(c)

Designated by rule of the director.

(15)

Any other security the director exempts by rule. [1967 c.537 §4; 1969 c.688 §1; 1973 c.428 §9; 1975 c.491 §2; 1985 c.193 §1; 1985 c.349 §2a; 1987 c.603 §1a; 1987 c.677 §9; 1989 c.171 §6; 1989 c.197 §2; 1991 c.67 §10; 1993 c.18 §14; 1997 c.772 §2; 2014 c.69 §1]

Source: Section 59.025 — Securities exempt from registration, https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html.

Notes of Decisions

Security issued by person organized and operated for religious, educational, benevolent, fraternal, charitable or reformatory purpose is exempt only if security is of type designated by director by rule as exempt. Rajneesh Foundation International v. Corporation Commissioner, 65 Or App 356, 671 P2d 1203 (1983)

59.005
Short title 59.015
Definitions for Oregon Securities Law 59.025
Securities exempt from registration 59.035
Transactions exempt from registration 59.045
Authority of director to deny, withdraw or condition exemptions 59.049
Federal covered securities exempt from registration 59.051
Statutory references to federal law 59.055
Conditions of offer and sale of securities 59.065
Registration procedures 59.070
Amended registration application 59.075
Registration by director 59.085
Conditions imposed on registration 59.095
Approval of plan to issue securities in exchange for other securities, claims or property 59.105
Denial, suspension or revocation of registration 59.115
Liability in connection with sale or successful solicitation of sale of securities 59.125
Effect of notice of offer to repay purchaser 59.127
Liability in connection with purchase or successful solicitation of purchase of securities 59.131
Effect of notice of intent to return unlawfully purchased security 59.135
Fraud and deceit with respect to securities or securities business 59.137
Liability in connection with violation of ORS 59.135 59.145
Effect of notice filing, registration or license 59.155
Director is agent for service of process 59.165
Licensing of broker-dealers, investment advisers and salespersons required 59.175
Procedures for notice filing and licensing 59.185
Expiration of license 59.195
Licensees to keep records 59.205
Grounds for denying, suspending, revoking or imposing condition or restriction on license 59.215
Action against applicant or licensee for act or omission of associate 59.225
Cancellation of license or application 59.235
General supervision over persons dealing in securities 59.245
Investigations 59.255
Enjoining violations 59.265
Procedure when assets or capital of broker-dealer or investment adviser found impaired 59.275
Burden of proof 59.285
Rules 59.295
Notice of orders 59.305
Judicial review of orders 59.315
Oaths and subpoenas in proceedings before director 59.325
Certified copies of documents 59.331
Scope of Attorney General powers 59.335
Application of certain sections 59.345
When offer to sell or buy is made in this state 59.350
Treatment of certain transactions 59.355
Corporations subject to other laws 59.365
Common-law and statutory rights not limited 59.370
Limitation on liability for good faith act or omission 59.451
Prohibition against filing false statement by person under investigation or examination 59.480
Definitions for ORS 59.480 to 59.505 59.485
Required reporting by certain securities professionals of suspected financial exploitation 59.490
Notifications to third parties 59.495
Delay of disbursements 59.500
Limitation on liability 59.505
Provision of records to law enforcement and certain state agencies 59.535
Definitions for ORS 59.535 to 59.585 59.540
Registration in beneficiary form 59.545
Registration in beneficiary form 59.550
Origination of registration in beneficiary form 59.555
Form of registration in beneficiary form 59.560
Effect of registration in beneficiary form 59.565
Ownership on death of owner 59.570
Protection of registering entity 59.575
Nontestamentary transfer on death 59.580
Terms, conditions and forms for registration 59.585
Short title 59.710
Definitions for ORS 59.710 to 59.830 59.720
Application of ORS 59.710 to 59.830 to real estate contracts and brokers 59.730
Making contract involving securities without intending a bona fide sale or purchase 59.740
Conducting bucket shop or repeatedly making forbidden contracts 59.750
Receipt or communication of prices for purpose of forbidden contract 59.760
Reporting false sale of securities with intent to deceive 59.770
Manipulating market by pretended sales 59.780
Broker’s trading against customer’s order 59.790
Insolvent broker-dealer receiving securities from customer 59.800
Pledge or sale by broker-dealer of customer’s securities 59.810
Delivery to customer of true statement of purchase or sale made by broker 59.820
Actions against corporation for second violation 59.830
Self-incrimination by witness 59.991
Criminal penalties for ORS 59.005 to 59.505 and 59.710 to 59.830 59.995
Civil penalties for ORS 59.005 to 59.505 and 59.710 to 59.830
Green check means up to date. Up to date

Current through early 2024

§ 59.025’s source at oregon​.gov