ORS 59.125¹
Effect of notice of offer to repay purchaser
  • exceptions
  • registration of transaction

(1) Except as provided in subsection (3) of this section, no action or suit may be commenced under ORS 59.115 (Liability in connection with sale or successful solicitation of sale of securities) if the purchaser has received before suit a written notice as outlined in subsection (2) of this section.

(2) The notice shall contain:

(a) An offer to pay the amount specified in ORS 59.115 (Liability in connection with sale or successful solicitation of sale of securities) (2)(a) upon tender of the security; and

(b) A statement of the effect on the purchaser’s rights of failure to respond as required in subsection (3) of this section.

(3) An action or suit under this section may be commenced after receipt of a notice as outlined in subsection (2) of this section:

(a) If the purchaser owned the security when the notice was received, accepted the payment offer within 30 days after its receipt, and has not been paid the full amount offered; or

(b) If the purchaser did not own the security when the notice was received and, within 30 days after receipt, gave written notice of inability to tender back the security.

(4) An offer to repay the purchaser pursuant to this section involves the offer or sale of a security. The transaction must be registered under ORS 59.055 (Conditions of offer and sale of securities) unless there is an exemption from the registration requirement or a notice is filed under ORS 59.049 (Federal covered securities exempt from registration). [1967 c.537 §13(6); 1985 c.349 §14; 1997 c.772 §10]

Law Review Cita­tions

34 WLR 31 (1998)

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