(1) The words and phrases used in divisions 011 through 325 have the meaning given them in ORS 183.310.
(2) "Director" means the director of the Department of Consumer and Business Services.
(3) "Department" means the Department of Consumer and Business Services.
(4) "Person" includes individuals, partnerships, corporations, associations, firms, and joint stock companies.
Stat. Auth.: ORS 69.285 & ORS 183
Stats. Implemented: ORS 59.015
Hist.: CC 13-1986, f. & ef. 7-8-86; Renumbered from 815-001-0010; FCS 4-1990, f. & cert. ef. 8-21-90
Waiver by the Director
The Director may, either upon request or upon the Director's motion, waive or modify the application of any particular rule to a particular person when, in the Director's opinion just and reasonable cause exists for such action and the waiving or modifying of such rule would not be contrary to the provisions of the Oregon Securities Law, Oregon Commodities Law, Oregon Franchise Law or to the public interest.
Stat. Auth.: ORS 59.285
Stats. Implemented: ORS 59.285
Hist.: CC 12, f. 7-12-73, ef. 9-1-73; Renumbered from 815-030-0206; FCS 7-1987(Temp), f. 9-24-87, ef. 9-28-87; FCS 6-1988, f. 3-22-88, cert. ef. 3-25-88; Renumbered from 815-030-0210; FCS 4-1990, f. & cert. ef. 8-21-90
(1) All financial statements required by any rule or official form of the Department of Consumer and Business Services, Division of Finance and Corporate Securities, 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 $500,000;
(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.
Stat. Auth.: ORS 69.285
Stats. Implemented: ORS 59.285
Hist.: CC 29, f. 4-13-76, ef 4-16-76; Renumbered from 815-030-0215; FCS 4-1990, f. & cert. ef. 8-21-90; FCS 7-2000; f. & cert. ef. 6-2-00