441-035-0090 - Requirements for Exemption From Securities Registration

441-035-0090. Requirements for Exemption From Securities Registration

The offer or sale of an OIO by an issuer shall be exempt from the securities registration requirements under ORS 59.055 if the offer or sale is conducted in accordance with the following:

(1) The issuer must be an existing Oregon business in good standing. The OIO exemption cannot be applied if the issuer, or a person affiliated with the issuer, would be disqualified under OAR 441-035-0210.

(2) The offer and sale must be conducted in accordance with section 3(a)(11) of the Securities Act of 1933, as amended. For purposes of this requirement, it is sufficient that the offer and sale complies with Rule 147 under section 3(a)(11).


(a) OIO securities may only be offered or sold to natural persons who are residents of the state of Oregon.

(b) Prior to making any offer under this exemption, an interested person must make an affirmative declaration to the issuer or third party platform that they are an Oregon resident;

(c) Prior to any sale under the OIO exemption, the issuer must have a reasonable documentary basis to believe the prospective purchaser is a resident of Oregon and obtained the signed acknowledgement required under OAR 441-035-0120(4). A reasonable documentary basis includes, but is not limited to:

(A) A current Oregon Driver License or a current personal identification card issued by the State of Oregon; or

(B) A document that indicates the prospective purchaser owns or occupies property in the state as his or her principal residence, such as a current voter registration, or official business mail from a state or federal agency.

(4) The duration of an OIO will not exceed twelve (12) months, unless the issuer applies to extend the offering for a period not to exceed twelve (12) additional months. An issuer may apply to extend the offering by submitting an amended filing with the Director in conformance with these rules.

(5) All proceeds from the sale of OIO securities must be used in accordance with representations made to investors, including the disclosures required under OAR 441-035-0120.

(6) The aggregate purchase price of all OIO securities cannot exceed two hundred fifty thousand dollars ($250,000).

(7) An issuer may not accept more than two thousand five hundred dollars ($2,500) from any individual in reliance on the OIO exemption.

(8) Issuers offering or selling OIO securities must have met in person and reviewed their business plan with a business technical service provider prior to advertising, offering or selling securities.

(9) OIO securities sold pursuant to this exemption are limited to notes, stocks, and debentures.

(FCS 1-2015, f. & cert. ef. 1-15-15)

Stat. Auth.: ORS 59.035

Stats. Implemented: ORS 59.035

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