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:

(1)

Unless otherwise exempt from registration under ORS 59.025 (Securities exempt from registration) or 59.035 (Transactions exempt from registration), any federal covered security that is subject to section 18(b)(2) of the Securities Act of 1933, as amended, may be offered and sold only upon a filing of a notice with, and the payment of the required fee to, the Director of the Department of Consumer and Business Services. In lieu of the notice, an issuer may file a copy of its registration statement as filed with the Securities and Exchange Commission together with fees required under this subsection. The form of notice shall be prescribed by the director. The director shall set the amount of the fee by rule. The fee is not refundable. The effective date of the notice is the later of the date the notice is received by the director or the date specified by the filer of the notice.

(2)

Unless otherwise exempt from registration under ORS 59.025 (Securities exempt from registration) or 59.035 (Transactions exempt from registration), any federal covered security that is subject to section 18(b)(3) or (4), other than section 18(b)(4)(D), of the Securities Act of 1933, as amended, may be offered and sold only upon a filing of a notice with, and the payment of the required fee to, the director. The form of notice shall be prescribed by the director. The director shall set the fee by rule in an amount per $1,000 of the aggregate price of the securities which are to be offered in this state. The fee is not refundable. The effective date of the notice is the later of the date the notice is received by the director or the date specified by the filer of the notice.

(3)

Unless otherwise exempt from registration under ORS 59.025 (Securities exempt from registration) or 59.035 (Transactions exempt from registration), any federal covered security that is subject to section 18(b)(4)(D) of the Securities Act of 1933, as amended, may be offered and sold only upon a filing of a notice with, and the payment of the required fee to, the director, not later than 15 days after the first sale of such federal covered security in this state. The notice shall be filed on Securities and Exchange Commission Form D or on a form of notice prescribed by the director. The director shall set the fee by rule in an amount per $1,000 of the aggregate price of the securities which are to be offered in this state. The fee is not refundable. The effective date of the notice is the later of the date the notice is received by the director or the date specified by the filer of the notice.

(4)

Intentionally left blank —Ed.

(a)

The director shall set the fees described in subsections (1) to (3) of this section in an amount that the director determines is equal as nearly as possible to the national midpoint for similar fees charged by all other state regulatory agencies within the United States responsible for regulating securities.

(b)

The director may adjust the amount of a fee described in subsections (1) to (3) of this section every two years to reflect changes in the national midpoint for a similar fee.

(c)

In determining the national midpoint for similar fees under this section, the director may consider national midpoints determined by the North American Securities Administrators Association, the National Association of Securities Dealers or the United States Securities and Exchange Commission.

(5)

The director may issue an order suspending the offer and sale of a federal covered security if the director finds that there is a failure to comply with any requirement under this section.

(6)

Intentionally left blank —Ed.

(a)

The filer of a notice under subsections (1) to (3) of this section shall amend the notice when there is a change in the name of the offering or, in the case of offerings for which notice is filed pursuant to subsection (2) or (3) of this section, when there is an increase in the aggregate price of the securities which are to be offered in this state. There is no fee required for an amendment that does not increase the aggregate offering amount. Notices amending the aggregate offering amount shall include the fee calculated in accordance with subsection (2) or (3) of this section, less amounts previously paid under the prior notice filing, but the fee may not be less than $100. The fee is not refundable.

(b)

If an issuer or person sells federal covered securities in this state for a price in excess of the aggregate price for which fees were initially paid under this section, the seller shall pay a fee of three times the difference between the initial fee paid and the fee required under this section for the federal covered securities sold in this state. The additional fee may not be less than $100. The fee is not refundable.

(7)

The director, by rule or otherwise, may waive any or all of the provisions of this section. [1997 c.772 §6; 2001 c.104 §15; 2003 c.270 §2; 2003 c.785 §1]

Source: Section 59.049 — Federal covered securities exempt from registration; notice filings; fees; rules, https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html.

Law Review Citations

34 WLR 31 (1998)

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
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