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:

(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 restriction imposed by the director upon such registration;

(2)

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

(3)

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]

Source: Section 59.055 — Conditions of offer and sale of securities, https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html.

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)

59.005
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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