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This proposed rulemaking is meant to make technical fixes to the securities licensing rules. The proposed rulemaking does not make any substantive changes to the licensing rules. The proposed rules fix outdated references, update language, and generally clarify requirements. The proposed rules are consistent with the intent of Oregon Revised Statute Chapter 59 to ensure licensing of individuals engaged in brokering or selling securities to the public.
Until recently, Oregon law prohibited credit unions from paying their boards of directors and supervisory committee members compensation. In the 2015 legislative session, the Assembly enacted Senate Bill 582. Among other things, SB 582 permitted the payment of "reasonable compensation." The Act did not specify what was reasonable, what would be considered (or not considered) compensation, or how to involve credit union membership in any decisions on whether to pay compensation. This rulemaking activity - undertaken under the department's general grant of authority to implement the Credit Union Act - provides definition to the inexact terms in the Act, sets up processes for bylaw change, adopting policies and procedures on compensation, and implements a public process of disclosure to keep the membership informed.
Under Oregon law, licensed mortgage bankers and mortgage brokers must maintain certain records created as part of the loan application process. The purpose of the existing recordkeeping rule is to preserve records of loan transactions to assist the department in performing full and fair examinations of licensed mortgage bankers and mortgage brokers. In addition to applications, correspondence, credit reports and fee agreements, Oregon rules specified that the lender or broker keep a copy of completed federally-mandated disclosures (e.g., the Truth in Lending Disclosure Statement). But since 2011, federal has mandated that the Consumer Financial Protection Bureau (Bureau) establish a single disclosure scheme for use by lenders or creditors in complying with the disclosure requirements of both the Real Estate Settlement Procedures Act (RESPA) and the Truth in Lending Act (TILA). The Bureau issued its final rule combining the disclosures on November 20, 2013, effective October 3, 2015. This proposed rulemaking simply updates the recordkeeping requirement to accommodate the changes to federally-mandated disclosures.
In the 2013 session, the Legislature enacted House Bill 2856. That Act provided for a limited exemption from the mortgage loan originator statutes for individuals making loans on properties they owned for investment purposes. The intent of HB 2856 was to facilitate lending by individuals not necessarily in the business of making mortgage loans, but that extended credit as part a more diversified, personal investment portfolio. The 2013 Act did not make accommodations for the individual to own the properties through limited liability companies (LLCs). In the 2015 session, the Legislature passed SB 879 to allow members of limited liability companies the ability to make loans on homes owned by the LLC without a mortgage loan originator license. This authorization raised concerns that the LLCs would need a license as a mortgage banker or mortgage broker in order to operate. This rulemaking activity clarifies that certain LLCs are exempt from the business licensing side of the Oregon Mortgage Lender Law (ORS 86A.100-86A.198), as long as certain conditions are met.
In 2014, the Legislature enacted Senate Bill 1520. This act exempts renewable energy cooperative corporations from registering membership shares or capital stock as securities. The Legislature conditioned this exemption on any rules adopted by the Director of the Department of Consumer and Business Services. This proposed rulemaking places certain substantive restrictions on a renewable energy cooperative corporations relying on this exemption, such as restrictions on the amount of raised money from non-accredited investors. The rulemaking activity also requires two disclosures be given to prospective members: a general disclosure that discusses the workings of the renewable energy cooperative corporation and risks associated with developing renewable energy generations facilities, and a specific disclosure discussing the risks endemic to a specific project.
Title III of the Jumpstart Our Business Startups Act (JOBS Act), enacted in 2012, created a federal exemption for equity crowdfunding. Federal rules under the JOBS exemption have not yet been finalized. Under the federal intrastate exemption, Oregon may enact its own exemption from securities registration for purely domestic offerings unrelated to federal law. ORS 59.035(15) provides that the Director of the Department of Consumer and Business Services may create transactional exemptions for securities through rule. This rulemaking establishes an exemption for small amounts raised by Oregon small businesses through a "community public offering" or what is generally referred to as "crowdfunding." The rules place certain substantive restrictions on Oregon businesses relying on the exemption, such as individual investor and total offering caps. The rulemaking activity also requires disclosures be given to prospective investors and places restrictions on general advertising of the securities to the public.
Temporary administrative rules:
None at this time.
Statutes: This links to the general Oregon Revised Statues Web site. It provides search and index functions as well as an overview to the Oregon Revised Statutes.
Rules: This is a general link to the Div. of Finance and Corporate Securities Rules as posted on the Secretary of State's Oregon State Archives Web site. Search and index functions available.