Securities Regulation

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:


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 restriction imposed by the director upon such registration;


The security is exempt under ORS 59.025 (Securities exempt from registration) or the sale is exempt under ORS 59.035 (Transactions exempt from registration); or


The security is a federal covered security for which a notice has been filed and fees have been paid under ORS 59.049 (Federal covered securities exempt from registration). [1967 c.537 §7; 1997 c.772 §4]

Notes of Decisions

Sentence of suspended five-year prison term and fine of $5,000 for defendant convicted under this section exceeded maximum permissible sentence, for defendant's conviction did not require proof of "culpable mental state" as defined in ORS 161.105. State v. Pierre, 30 Or App 81, 566 P2d 534 (1977)

Unregistered sale of securities was not exempt from Oregon law where brokerage firm did not meet burden of proving exemption. Lewelling v. First California Co., 564 F2d 1277 (1977)

State was not required to prove, as element of securities violations, that defendant knew he was selling "security" which had to be "registered." State v. Jacobs, 55 Or App 406, 637 P2d 1377 (1981), Sup Ct review denied

Sale of unregistered security, made in context of two other solicitations of offers in Oregon, was not isolated transaction which, under this section, was exempt from registration requirement. Redhouse v. Preferred Properties, 87 Or App 673, 743 P2d 1125 (1987)

Where plaintiff partner in securities action arising out of partnership agreement claimed relief for unregistered security, even through partner may have been passive partner, where plaintiff retained significant managerial powers under partnership agreement, interest in general partnership not "security." Casablanca Production v. Pace Intern. Research, 697 F Supp 1563 (D. Or. 1988)

Law Review Citations

68 OLR 890 (1989); 37 WLR 335 (2001)

§§ 59.055 to 59.155

Law Review Citations

56 OLR 473 (1977); 68 OLR 228 (1989)

Chapter 59

Notes of Decisions

Public policy does not prohibit nonculpable corporate directors held liable under this chapter from seeking indemnification from persons actually responsible for the wrongful issuance of unregistered securities. Collins v. Fitzwater, 277 Or 401, 560 P2d 1074 (1977)

Atty. Gen. Opinions

Additional real estate license not required where security sold is interest in limited partnership to invest in real estate, (1978) Vol 38, p 1971


Last accessed
Jun. 26, 2021