ORS 59.055¹
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]

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 (Culpability requirement inapplicable to certain violations and offenses). 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 (Conditions of offer and sale of securities) to 59.155 (Director is agent for service of process)

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

1 Legislative Counsel Committee, CHAPTER 59—Securities Regulation, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors059.­html (2019) (last ac­cessed May 16, 2020).
 
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2019, Chapter 59, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano059.­html (2019) (last ac­cessed May 16, 2020).
 
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. Currency Information