Or. Admin. Code § 441-011-0040 - Financial Statements
(1) All
financial statements required by any rule or official form of the Department of
Consumer and Business Services, Division of Financial Regulation, shall be
prepared in accordance with generally accepted accounting principles. Financial
statements prepared in accordance with the requirements of the Securities and
Exchange Commission shall satisfy this requirement.
(2) Unless otherwise accepted by the Director
or specified by rule, order, or form, the financial statements shall include a
current Statement of Financial Position (Balance Sheet); current Statement of
Operations (Profit and Loss Statement); and a current Statement of Changes in
Financial Position (Source and Application of Funds Statement) for each of the
two fiscal years preceding the date of the balance sheet, and for the period,
if any, between the close of the last fiscal year and the date of the balance
sheet. As a general guideline, financial statements as of a date within 90 days
prior to the date of filing shall be deemed to be current.
(3) An application for registration of
securities pursuant to ORS
59.065, other than interests in
a limited partnership, shall include audited financial statements in the
following cases:
(a) All offerings of
securities in which the aggregate offering price exceeds $1,000,000;
(b) All offerings of bonds, notes, evidence
of indebtedness, preferred stock or other securities requiring fixed or
contingent periodic payments or amortization, where the aggregate offering
price exceeds $100,000.
(4) In the case of an application for
registration of interest in a limited partnership pursuant to ORS
59.065, the following
requirements shall apply:
(a) If one or more
of the general partners is a corporation, audited financial statements of such
corporate general partner(s) will be required if the aggregate offering price
of the subject application exceeds $100,000 and such corporation has been the
general partner of three or more registered limited partnerships;
(b) If one or more of the general partners is
an individual, the application for registration shall include a statement by an
independent public accountant as to the net worth of such general partner(s) in
a form acceptable to the Director;
(c) Where the limited partnership has both a
corporate general partner and an individual general partner the corporate
general partner(s) must comply with subsection (a) of this section and the
individual general partner(s) must comply with subsection (b) of this
section.
(5) In the case
of limited partnerships, the financial statements required by these rules or
any other rule or order of the Director shall state in detail the terms of the
following arrangements, if applicable:
(a) If
the issuer contemplates transacting or has transacted business with any person
in an amount equaling twenty percent of the total dollar value of securities
offered;
(b) If a general partner
is permitted to or contemplates that the general partner will sell services,
supplies, equipment, furnishings or other property to the issuer or an
affiliate:
(A) The financial statements should
disclose the gross expenditures by the issuer or its affiliates to each person
in connection with the arrangements described above;
(B) The prospectus or offering circular for
the current offering of the issuer must disclose the gross receipts by each
person involved in the arrangements described above from all prior limited
partnership offerings.
(6) The Director may require or waive the
requirement for audited financial statements under these rules if the Director
finds such requirement or waiver is consistent with carrying out the provisions
of the Oregon Securities Law and in the public interest.
Notes
Statutory/Other Authority: ORS 59.285
Statutes/Other Implemented: ORS 59.285
State regulations are updated quarterly; we currently have two versions available. Below is a comparison between our most recent version and the prior quarterly release. More comparison features will be added as we have more versions to compare.
No prior version found.