If you are selling an ownership stake in your business or receiving a loan from a source other than a financial institution, you are likely selling a “security.” Under Oregon and Federal law, the concept of “security” has broad applicability, namely any investment with an expectation of profits based primarily on the work or efforts of others, which includes promissory notes (loans). While there are many exemptions and exceptions available to business owners seeking outside capital to fund startup or growth costs, selling a security triggers a whole host of compliance obligations and legal risks which demand competent legal counsel to help navigate.