2017 ORS 59.025¹
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)(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 757.689) (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]

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)

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

1 Legislative Counsel Committee, CHAPTER 59—Securities Regulation, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors059.­html (2017) (last ac­cessed Mar. 30, 2018).
 
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2017, Chapter 59, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano059.­html (2017) (last ac­cessed Mar. 30, 2018).
 
3 OregonLaws.org assembles these lists by analyzing references between Sections. Each listed item refers back to the current Section in its own text. The result reveals relationships in the code that may not have otherwise been apparent.