For purposes of OAR 441-035-0070 through OAR 441-035-0230, the following definitions apply unless the context requires otherwise:

1. (1) “Broker-Dealer” means a person who engages all or part of the time in effecting transactions in securities for the account of others or for the person’s own account.
2. (2) “Business Technical Service Provider” means a Small Business Development Center as defined in OAR 123-022-0070, an Economic Development District as defined in 13 CFR 304.1, or a not-for-profit incubator, accelerator, or business resource provider approved by the Director.
3. (3) “Director” means the Director of the Department of Consumer and Business Services.
4. (4) “Issuer” means an Oregon business that issues, proposes to issue, or has issued a security in reliance on the OIO exemption.
5. (5) “Offering Documents” means the representations and disclosures required under OAR 441-035-0120, also called a “prospectus.”

6. (6) “Oregon business” means a business with an active registration with the Oregon Secretary of State, having 50 or fewer employees, and meeting at least one of the following:

   1. (a) The issuer derived at least 80% of its consolidated gross revenues from the operation of a business located in or from the rendering of services within Oregon;
   2. (b) The issuer had at the end of its most recent semi-annual fiscal period prior to an initial offer of securities in any offering or subsequent offering pursuant to this section, at least 80% of its assets and those of its subsidiaries on a consolidated basis located within Oregon;
   3. (c) The issuer intends to use and uses at least 80% of the net proceeds to the issuer from sales made pursuant to the OIO in connection with the operation of a business, the purchase of real property located in, or the rendering of services within Oregon; or
   4. (d) A majority of the issuer’s employees are based in Oregon.
7. (7) ”Salesperson” means a person, other than a broker-dealer, who represents an issuer in effecting, or attempting to effect offers and sales of securities under the OIO exemption.
8. (8) “Template” means a document which serves as the source for information to be used advertising an OIO.
9. (9) “Third Party Platform Provider” means an internet based platform provided by a business technical service provider, state agency, or other entity authorized by the Director that provides specific OIO offering information on behalf of issuers to interested persons.

Statutory/Other Authority

ORS 59.035 & 17 CFR § 230.147A

Statutes/Other Implemented

ORS 59.035

History

FSR 12-2017, amend filed 12/28/2017, effective 01/01/2018
FSR 8-2017(Temp), f. & cert. ef. 7-12-17 thru 1-7-18
FCS 1-2015, f. & cert. ef. 1-15-15