BUSINESS TRANSACTIONS
(815 ILCS 5/) Illinois Securities Law of 1953.
(815 ILCS 5/1) (from Ch. 121 1/2, par. 137.1)
Sec. 1. Short title. This Act may be cited as the Illinois Securities Law of 1953.
(Source: P.A. 86‑1475.)
(815 ILCS 5/2) (from Ch. 121 1/2, par. 137.2)
Sec. 2. Definitions. As used in this Act, unless the context otherwise requires, the terms defined in the Sections of this Act that precede Section 3 shall have the meanings therein ascribed.
(Source: P.A. 87‑463.)
(815 ILCS 5/2.1) (from Ch. 121 1/2, par. 137.2‑1)
Sec. 2.1. Security. "Security" means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit‑sharing agreement, collateral‑trust certificate, preorganization certificate or subscription, transferable share, investment contract, investment fund share, face‑amount certificate, voting‑trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral lease, right or royalty, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into, relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. "Security" does not mean a mineral investment contract or a mineral deferred delivery contract; provided, however, the Department shall have the authority to regulate these contracts as hereinafter provided.
(Source: P.A. 92‑308, eff. 1‑1‑02; 93‑927, eff. 8‑12‑04.)
(815 ILCS 5/2.2) (from Ch. 121 1/2, par. 137.2‑2)
Sec. 2.2. "Issuer" means every person who shall have issued or proposes to issue any security; except that (1) with respect to certificates of deposit, voting‑trust certificates, collateral‑trust certificates, and certificates of interest or shares in an unincorporated investment trust not having a board of directors (or persons performing similar functions), "issuer" means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust, agreement or instrument under which such securities are issued; (2) with respect to trusts other than those specified in clause (1) above, where the trustee is a corporation authorized to accept and execute trusts, "issuer" means the entrusters, depositors or creators of the trust and any manager or committee charged with the general direction of the affairs of the trust pursuant to the provisions of the agreement or instrument creating the trust; (3) with respect to equipment trust certificates or like securities, "issuer" means the person to whom the equipment or property is or is to be leased or conditionally sold; and (4) with respect to fractional interests in oil, gas or other mineral lease, right or royalty, "issuer" means the owner of the right or interest therein (whether whole or fractional), in which fractional interests are created by such owner for the purpose of sale.
(Source: P.A. 85‑1445.)
(815 ILCS 5/2.3) (from Ch. 121 1/2, par. 137.2‑3)
Sec. 2.3. "Person" means an individual, a corporation, a partnership, an association, a joint stock company, a limited liability company, a limited liability partnership, a trust or any unincorporated organization. As used in this Section, "trust" includes only a trust where the interest or interests of the beneficiary or beneficiaries is a security.
(Source: P.A. 90‑70, eff. 7‑8‑97; 90‑655, eff. 7‑30‑98.)
(815 ILCS 5/2.4) (from Ch. 121 1/2, par. 137.2‑4)
Sec. 2.4. "Controlling person" means any person offering or selling a security, or group of persons acting in concert in the offer or sale of a security, owning beneficially (and in the absence of knowledge, or reasonable grounds for belief, to the contrary, record ownership shall for the purposes hereof be presumed to be beneficial ownership) either (i) 25% or more of the outstanding voting securities of the issuer of such security where no other person owns or controls a greater percentage of such securities, or (ii) such number of outstanding securities of the issuer of such security as would enable such person, or group of persons, to elect a majority of the board of directors or other managing body of such issuer. In case of unincorporated issuers, "controlling person" means any person offering or selling a security, or group of persons acting in concert in the offer or sale of a security, who directly or indirectly controls the activities of the issuer.
(Source: P.A. 84‑869.)
(815 ILCS 5/2.5) (from Ch. 121 1/2, par. 137.2‑5)
Sec. 2.5. "Sale" or "sell" shall have the full meaning of that term as applied by or accepted in the courts of this State, and shall include every contract of sale or disposition of a security or interest in a security for value. Any security given with or as a bonus on account of any purchase of securities or property shall be conclusively presumed to constitute a part of the subject of such purchase and shall be deemed to have been sold within the meaning of this Section. A privilege to convert a security into another security shall not be deemed a sale of such other security, provided no consideration from the holder in addition to the surrender or cancellation of the convertible security is required to effect the conversion.
(Source: P.A. 84‑869.)
(815 ILCS 5/2.5a) (from Ch. 121 1/2, par. 137.2‑5a)
Sec. 2.5a. Offer. "Offer" shall include every offer to sell or otherwise dispose of, or solicitation of an offer to purchase, whether orally or by means of publication, including but not limited to printed and electronic media, a security or interest in a security for value; provided that the term "offer" shall not include preliminary negotiations or agreements between an issuer and any underwriter or among underwriters who are or are to be in privity of contract with an issuer, or the circulation or publication of an identifying statement or circular or preliminary prospectus, as defined by rules or regulations of the Secretary of State.
(Source: P.A. 91‑809, eff. 1‑1‑01.)
(815 ILCS 5/2.6) (from Ch. 121 1/2, par. 137.2‑6)
Sec. 2.6. "Underwriter" means any person who has purchased a security from an issuer or a controlling person with a view to, or who offers or sells a security for an issuer or a controlling person in connection with, the distribution thereof, or who participates or has a participation in the direct or indirect underwriting of such distribution; but such term shall not include a person whose interest is limited to a commission or discount from an underwriter or dealer not in excess of the usual and customary distributors' or sellers' commission or discount. An underwriter shall be deemed to be no longer an underwriter of a security after he or she has completely disposed of his or her allotment of such security or, if he or she did not purchase the security, after he or she has ceased to offer and sell such security for the issuer or controlling person.
(Source: P.A. 84‑869.)
(815 ILCS 5/2.7) (from Ch. 121 1/2, par. 137.2‑7)
Sec. 2.7. "Dealer" means any person, other than a salesperson, or controlling person and other than a bank organized under the banking laws of this State or of the United States or other than a trust company organized under the laws of this State or other than a regular employee of such bank or trust company, who engages in this State, either for all or part of his or her time, directly or indirectly, as agent, broker or principal, in the business of offering, selling, buying and selling, or otherwise dealing or trading in securities issued by another person, any government or political subdivision or instrumentality thereof.
(Source: P.A. 86‑368.)
(815 ILCS 5/2.8) (from Ch. 121 1/2, par. 137.2‑8)
Sec. 2.8. "Registered dealer" means a dealer registered under Section 8 of this Act.
(Source: Laws 1961, p. 3663.)
(815 ILCS 5/2.8a) (from Ch. 121 1/2, par. 137.2‑8a)
Sec. 2.8a. "Principal of a dealer" means any officer, director, partner, member, trustee or manager of such dealer who is responsible for the supervision of the securities activities in this State of salespersons and for management of the daily business operations in this State of such dealer.
(Source: P.A. 85‑1445.)
(815 ILCS 5/2.9) (from Ch. 121 1/2, par. 137.2‑9)
Sec. 2.9. "Salesperson" means an individual, other than an issuer or a dealer, employed or appointed or authorized by a dealer, issuer or controlling person to offer, purchase or sell securities in this State. The partners or officers of a dealer or issuer shall not be deemed to be salespersons within the meaning of this definition if they are not or have not been regularly engaged in securities offering, purchasing or selling activities other than transactions for their own respective accounts. No individual shall be deemed to be a salesperson solely by reason of effecting transactions in a covered security to qualified purchasers as described in Section 18(b)(3) of the Federal 1933 Act, effecting transactions in a covered security as described in Section 18(b)(4)(D) of the Federal 1933 Act, or engaging in offers or effecting sales of securities to employees of the issuer of such securities or to employees of the parent or any majority owned subsidiary of such issuer, provided that such individual is an employee of such issuer, parent or subsidiary who has not been employed primarily to make such offers or sales and who receives no special compensation, directly or indirectly, for or on account of any such offer or sale. "Salesperson" also means a limited Canadian salesperson. "Salesperson" also means an individual who, in this State, communicates with members of the public to identify prospective customers for the purpose of soliciting the purchase or sale of securities or related services.
(Source: P.A. 90‑70, eff. 7‑8‑97; 90‑667, eff. 7‑30‑98; 91‑809, eff. 1‑1‑01.)
(815 ILCS 5/2.10) (from Ch. 121 1/2, par. 137.2‑10)
Sec. 2.10. "Registered salesperson" means a salesperson registered under Section 8 of this Act. "Registered salesperson" also means a registered limited Canadian salesperson.
(Source: P.A. 90‑70, eff. 7‑8‑97.)
(815 ILCS 5/2.10a)
Sec. 2.10a. Telephone solicitor. "Telephone solicitor" means a natural person who makes or causes to be made an unsolicited telephone call with the intent to offer or sell a security.
(Source: P.A. 90‑667, eff. 7‑30‑98.)
(815 ILCS 5/2.11) (from Ch. 121 1/2, par. 137.2‑11)
Sec. 2.11. Investment adviser. "Investment adviser" means any person who, for compensation, engages in this State in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities or who, in this State for direct or indirect compensation and as part of a regular advisory business, issues or promulgates analyses or reports concerning securities or any financial planner or other person who, as an integral component of other financially related services, provides the foregoing investment advisory services to others for compensation and as part of a business or who holds himself or herself out as providing the foregoing investment advisory services to others for compensation; but "investment adviser" does not include:
(1) a bank or trust company, or the regular employees of a bank or trust company;
(2) any lawyer, accountant, engineer, geologist or teacher (i) whose performance of such services is solely incidental to the practice of his or her profession or (ii) who:
(A) does not exercise investment discretion with
(4) any publisher or regular employee of such publisher of a bona fide newspaper, news magazine or business or financial publication of regular and established paid circulation;
(5) any person whose advice, analyses or reports relate only to securities which are direct obligations of, or obligations guaranteed as to principal or interest by, the United States, any state or any political subdivision of any state, or any public agency or public instrumentality of any one or more of the foregoing;
(5.5) any person who is a federal covered investment adviser; or
(6) any other persons who are not within the intent of this Section as the Secretary of State may designate by rules and regulations or order.
(Source: P.A. 90‑70, eff. 7‑8‑97.)
(815 ILCS 5/2.12) (from Ch. 121 1/2, par. 137.2‑12)
Sec. 2.12. "Registered investment adviser" means an investment adviser registered under Section 8 of this Act.
(Source: Laws 1961, p. 3663.)
(815 ILCS 5/2.12a) (from Ch. 121 1/2, par. 137.2‑12a)
Sec. 2.12a. "Principal of an investment adviser" means any officer, director, partner, member, trustee or manager of such investment adviser who is responsible for the supervision of the registered representatives in this State of such investment adviser, and for management of the daily business operations in this State of such investment adviser.
(Source: P.A. 85‑1445.)
(815 ILCS 5/2.12b) (from Ch. 121 1/2, par. 137.2‑12b)
Sec. 2.12b. Investment adviser representative. "Investment adviser representative" means, with respect to an investment adviser who is required to register under this Act, any partner, officer, director of (or a person occupying a similar status or performing similar functions), or other natural person employed by or associated with an investment adviser, except clerical or ministerial personnel, who in this State:
(1) makes any recommendations or otherwise renders
(3) determines what recommendation or advice
(Source: P.A. 90‑70, eff. 7‑8‑97; 90‑667, eff. 7‑30‑98; 91‑809, eff. 1‑1‑01.)
(815 ILCS 5/2.12c)
Sec. 2.12c. Registered investment adviser representative. "Registered investment adviser representative" means an investment adviser representative registered under Section 8 of this Act.
(Source: P.A. 90‑70, eff. 7‑8‑97.)
(815 ILCS 5/2.13) (from Ch. 121 1/2, par. 137.2‑13)
Sec. 2.13. "Effective date" when used with respect to a registration under the Federal 1933 Act means the date and time as of which a statement for the registration of securities under said Act first becomes effective or, upon the election of an applicant for registration under subsection A of Section 5, subsection A of Section 6 or subsection A of Section 7 of this Act, the date and time as of which a post‑effective amendment to the registration statement filed under the Federal 1933 Act relating to such securities becomes effective; provided that in the case of securities initially registered under the Federal 1933 Act for the invitation of competitive bids, "effective date" shall mean the date upon which a post‑effective amendment to the registration statement filed under the Federal 1933 Act relating to such securities becomes effective for the first offering of such securities otherwise than for such invitation or, upon the election of any applicant for registration under subsection A of Section 5, subsection A of Section 6 or subsection A of Section 7 of this Act, the date and time as of which a subsequent post‑effective amendment filed under the Federal 1933 Act relating to such securities becomes effective.
(Source: P.A. 84‑869.)
(815 ILCS 5/2.14) (from Ch. 121 1/2, par. 137.2‑14)
Sec. 2.14. "Face amount certificate contract" means any form of "face amount certificate" or "periodic payment plan certificate" (as so designated and defined under the Federal Investment Company Act of 1940) and shall also mean any form of annuity contract (other than an annuity contract issued by a life insurance company authorized to transact business in this State), or installment face amount certificate contract, or installment face amount certificate, or installment participation certificate, or installment face amount certificate bond, or similar security evidencing an obligation on the part of the issuer to pay a stated or determinable sum or sums at a fixed or determinable date or dates more than twenty‑four months after the date of issuance, or to pay the proceeds of liquidation of an interest in certain specified securities or in a unit or fund, upon the payment of a single lump sum at the date of issuance, or in consideration of the payment of periodic installments of a stated or determinable amount.
(Source: Laws 1961, p. 3663.)
(815 ILCS 5/2.15) (from Ch. 121 1/2, par. 137.2‑15)
Sec. 2.15. "Investment fund shares" means securities issued by persons known as "investment funds" or "investment companies" or "investment trusts" but such term shall not include securities issued by persons not within the intent of this Section as the Secretary of State may designate by rules and regulations or order.
(Source: Laws 1961, p. 3663.)
(815 ILCS 5/2.16) (from Ch. 121 1/2, par. 137.2‑16)
Sec. 2.16. "Securities Director" means the chief administrator of the Securities Department, appointed by the Secretary of State.
(Source: P.A. 84‑869.)
(815 ILCS 5/2.17) (from Ch. 121 1/2, par. 137.2‑17)
Sec. 2.17. "Federal 1933 Act" means the Act of the Congress of the United States known as the Securities Act of 1933, as amended.
(Source: P.A. 80‑556.)
(815 ILCS 5/2.17a) (from Ch. 121 1/2, par. 137.2‑17a)
Sec. 2.17a. "Federal 1934 Act" means the Act of Congress of the United States known as the Securities Exchange Act of 1934, as amended.
(Source: P.A. 85‑1445.)
(815 ILCS 5/2.17b) (from Ch. 121 1/2, par. 137.2‑17b)
Sec. 2.17b. Federal 1974 Act. "Federal 1974 Act" means the Act of Congress of the United States known as the Commodity Exchange Act, as amended.
(Source: P.A. 89‑209, eff. 1‑1‑96; 90‑70, eff. 7‑8‑97.)
(815 ILCS 5/2.17c) (from Ch. 121 1/2, par. 137.2‑17c)
Sec. 2.17c. "Federal Bankruptcy Code" means the Act of Congress of the United States known as the Bankruptcy Code of 1978, as amended.
(Source: P.A. 84‑869.)
(815 ILCS 5/2.17d) (from Ch. 121 1/2, par. 137.2‑17d)
Sec. 2.17d. "Federal 1940 Investment Company Act" means the Act of Congress of the United States known as the Investment Company Act of 1940, as amended.
(Source: P.A. 84‑869.)
(815 ILCS 5/2.17e) (from Ch. 121 1/2, par. 137.2‑17e)
Sec. 2.17e. "Federal 1940 Investment Advisers Act" means the Act of Congress of the United States known as the Investment Advisers Act of 1940, as amended.
(Source: P.A. 84‑869.)
(815 ILCS 5/2.17f)
Sec. 2.17f. Federal 1996 Act. "Federal 1996 Act" means the Act of Congress of the United States known as the National Securities Markets Improvement Act of 1996.
(Source: P.A. 90‑70, eff. 7‑8‑97.)
(815 ILCS 5/2.18) (from Ch. 121 1/2, par. 137.2‑18)
Sec. 2.18. "Clearing corporation" means a clearing corporation as defined in Section 8‑102 of the Uniform Commercial Code, as amended.
(Source: P.A. 79‑1176.)
(815 ILCS 5/2.24) (from Ch. 121 1/2, par. 137.2‑24)
Sec. 2.24. "State" means any state, territory, or possession of the United States, the District of Columbia and Puerto Rico.
(Source: P.A. 83‑44.)
(815 ILCS 5/2.25) (from Ch. 121 1/2, par. 137.2‑25)
Sec. 2.25. "Federal ERISA Act" means the Act of Congress of the United States known as the Employee Retirement Income Security Act of 1974, as amended.
(Source: P.A. 85‑1445.)
(815 ILCS 5/2.26) (from Ch. 121 1/2, par. 137.2‑26)
Sec. 2.26. Mineral investment contract. "Mineral investment contract" means any investment, account, agreement, or contract whereby the investor's profits are dependent upon the transportation, mining, minting, milling, flotation, refining, hallmarking, sale, resale, or repurchase of a metal or mineral, even if there is any potential for profit from fluctuation in the value of the metal or mineral, except any contract or agreement for the sale or purchase of a metal or mineral between merchants. Nothing herein shall affect the jurisdiction or authority of the Commodity Futures Trading Commission under the Federal 1974 Act or the application of any provision thereof or regulation thereunder to any person or transaction subject thereto. The Secretary of State may, for the purposes of this Section by rules and regulations, define the term "between merchants".
(Source: P.A. 90‑70, eff. 7‑8‑97.)
(815 ILCS 5/2.27) (from Ch. 121 1/2, par. 137.2‑27)
Sec. 2.27. Mineral deferred delivery contract. "Mineral deferred delivery contract" means any account, agreement, or contract for the purchase or sale, primarily for speculation or investment purposes and not for the use or consumption by the offeree or purchaser, of a metal or mineral, whether for immediate or subsequent delivery, and whether characterized as a cash contract, deferred shipment contract, installment contract, or otherwise. Any mineral deferred delivery contract offered or sold, in the absence of evidence to the contrary, is presumed to be offered or sold for speculation or investment purposes. A mineral deferred delivery contract does not include any of the following:
(1) Any contract or agreement that requires, and in
(Source: P.A. 87‑463.)
(815 ILCS 5/2.28)
Sec. 2.28. Securities exchange. "Securities exchange" means any organization, association, or group of persons, incorporated or unincorporated, located within this State that constitutes, maintains, or provides a marketplace, facilities, or electronic communications equipment for bringing together purchasers and sellers of securities or for otherwise performing with respect to securities the functions commonly performed by a stock exchange as that term is generally understood. The term includes the marketplace, facilities, and electronic communications equipment used by such an exchange. "Securities exchange" does not include any exchange, stock market operated by a national securities association registered under Section 15A of the Federal 1934 Act, automated quotation system or board of trade whose principal place of business is located in any state other than this State, or any exchange, automated quotation system, or board of trade registered under the Federal 1934 Act or designated as a contract market under the Federal 1974 Act or any affiliate thereof, or any dealer registered under this Act, or any broker‑dealer registered under any federal securities Act, or any broker‑dealer who is a member of the body corporate known as the Securities Investor Protection Corporation established pursuant to the Act of Congress of the United States known as the Securities Investor Protection Act of 1970, as amended, or a member of an association of dealers or broker‑dealers registered as a national securities association pursuant to Section 15A of the Federal 1934 Act, or any exchange, automated quotation system, or board of trade set forth in subsection G of Section 3 of this Act, or any other exchange, automated quotation system, or board of trade that the Secretary of State, by rule or regulation, deems to have substantially equivalent standards for listing or designation as required by any such exchange, automated quotation system, or board of trade.
(Source: P.A. 89‑209, eff. 1‑1‑96.)
(815 ILCS 5/2.29)
Sec. 2.29 Covered security. "Covered security" means any security that is a covered security under Section 18(b) of the Federal 1933 Act or rules or regulations promulgated thereunder.
(Source: P.A. 90‑70, eff. 7‑8‑97.)
(815 ILCS 5/2.30)
Sec. 2.30. Federal covered investment adviser. "Federal covered investment adviser" means a person who is registered under Section 203 of the Federal 1940 Investment Advisers Act.
(Source: P.A. 90‑70, eff. 7‑8‑97; 90‑667, eff. 7‑30‑98.)
(815 ILCS 5/2.31)
Sec. 2.31. Limited Canadian salesperson. "Limited Canadian salesperson" means a salesperson who is a resident of Canada, has no office or other physical presence in this State, and complies with conditions specified by the Secretary of State through rule or order.
(Source: P.A. 90‑70, eff. 7‑8‑97.)
(815 ILCS 5/2.32)
Sec. 2.32. Limited Canadian dealer. "Limited Canadian dealer" means a dealer who is a resident of Canada, has no office or other physical presence in this State, and complies with conditions specified by the Secretary of State through rule or order.
(Source: P.A. 90‑70, eff. 7‑8‑97.)
(815 ILCS 5/2a)
Sec. 2a. Notification filing requirements of issuers of any covered security and payment of fees. All issuers of any covered security (except any security listed or authorized for listing on the New York Stock Exchange or American Stock Exchange or listed on the National Market System of the Nasdaq Stock Market (or any successor to such entities), or listed or authorized for listing on a national securities exchange (or tier or segment thereof) that has listing standards that the federal Securities and Exchange Commission by rule (on its own initiative or on the basis of petition) has determined are substantially similar to the listing standards applicable to any security described in this Section, or is a security of the same issuer that is equal in seniority or that is a senior security described in this Section) shall annually file a notification with the Secretary of State in such form and manner as prescribed by rule or order and pay the notification filing fee established under Section 11a of this Act which shall not be returnable in any event.
Anything in this Act to the contrary notwithstanding, until October 10, 1999 or other date as may be legally permissible, the refusal to file the notification or pay the fee by an issuer of any covered security (except issuers of securities which are being sold under Regulation D, Section 506 of the Federal 1933 Act) after written notice by the Secretary of State (which may be by United States Postal Service, facsimile or electronic transmission or other similar means), shall require the issuer or his, her, or its designee to file an application for registration with the Secretary of State under subsection A or B of Section 5, 6, or 7 of this Act and pay the registration fee established under Section 11a of this Act which shall not be returnable in any event. The failure to file any such notification shall constitute a violation of subsection D of Section 12 of this Act, subject to the penalties enumerated in Section 14 of this Act. The civil remedies provided for in subsection A of Section 13 of this Act and the civil remedies of rescission and appointment of a receiver, conservator, ancillary receiver, or ancillary conservator provided for in subsection F of Section 13 of this Act shall not be available against any person by reason of the failure to file any such notification or to pay the notification fee.
(Source: P.A. 90‑70, eff. 7‑8‑97.)
(815 ILCS 5/3) (from Ch. 121 1/2, par. 137.3)
Sec. 3. The provisions of Sections 2a, 5, 6 and 7 of this Act shall not apply to any of the following securities:
A. Any security (including a revenue obligation) issued or guaranteed by the United States, any state, any political subdivision of a state, or any agency or corporation or other instrumentality of any one or more of the foregoing, or any certificate of deposit for any such security.
B. Any security issued or guaranteed by Canada, any Canadian province, any political subdivision of any such province, any agency or corporation or other instrumentality of one or more of the foregoing, or any other foreign government with which the United States then maintains diplomatic relations, if the security is recognized as a valid obligation by the issuer or guarantor.
C. (1) Any security issued by and representing an interest in or a debt of, or guaranteed by, any bank or savings bank, bank holding company, or credit union organized under the laws of the United States, or any bank, savings bank, savings institution or trust company organized and supervised under the laws of any state, or any interest or participation in any common trust fund or similar fund maintained by any such bank, savings bank, savings institution or trust company exclusively for the collective investment and reinvestment of assets contributed thereto by such bank, savings bank, savings institution or trust company or any affiliate thereof, in its capacity as fiduciary, trustee, executor, administrator or guardian.
(2) Any security issued or guaranteed to both principal and interest by an international bank of which the United States is a member.
D. (1) Any security issued by and representing an interest in or a debt of, or guaranteed by, any federal savings and loan association, or any savings and loan association or building and loan association organized and supervised under the laws of any state.
(2) Any security issued or guaranteed by any federal credit union or any credit union, industrial loan association, or similar organization organized and supervised under the laws of any state.
E. Any security issued or guaranteed by any railroad, other common carrier, public utility or holding company where such issuer or guarantor is subject to the jurisdiction of the Interstate Commerce Commission or successor entity, or is a registered holding company under the Public Utility Holding Company Act of 1935 or a subsidiary of such a company within the meaning of that Act, or is regulated in respect of its rates and charges by a governmental authority of the United States or any state, or is regulated in respect of the issuance or guarantee of the security by a governmental authority of the United States, any state, Canada, or any Canadian province.
F. Equipment trust certificates in respect of equipment leased or conditionally sold to a person, if securities issued by such person would be exempt under subsection E of this Section.
G. Any security which at the time of sale is listed or approved for listing upon notice of issuance on the New York Stock Exchange, Inc., the American Stock Exchange, Inc., the Pacific Stock Exchange, Inc., the Chicago Stock Exchange, Inc., the Chicago Board of Trade, the Philadelphia Stock Exchange, Inc., the Chicago Board Options Exchange, Incorporated, the National Market System of the Nasdaq Stock Market, or any other exchange, automated quotation system or board of trade which the Secretary of State, by rule or regulation, deems to have substantially equivalent standards for listing or designation as required by any such exchange, automated quotation system or board of trade; and securities senior or of substantially equal rank, both as to dividends or interest and upon liquidation, to securities so listed or designated; and warrants and rights to purchase any of the foregoing; provided, however, that this subsection G shall not apply to investment fund shares or securities of like character, which are being continually offered at a price or prices determined in accordance with a prescribed formula.
The Secretary of State may, after notice and opportunity for hearing, revoke the exemption afforded by this subparagraph with respect to any securities by issuing an order if the Secretary of State finds that the further sale of the securities in this State would work or tend to work a fraud on purchasers of the securities.
H. Any security issued by a person organized and operated not for pecuniary profit and exclusively for religious, educational, benevolent, fraternal, agricultural, charitable, athletic, professional, trade, social or reformatory purposes, or as a chamber of commerce or local industrial development corporation, or for more than one of said purposes and no part of the net earnings of which inures to the benefit of any private stockholder or member.
I. Instruments evidencing indebtedness under an agreement for the acquisition of property under contract of conditional sale.
J. A note secured by a first mortgage upon tangible personal or real property when such mortgage is made, assigned, sold, transferred and delivered with such note or other written obligation secured by such mortgage, either to or for the benefit of the purchaser or lender; or bonds or notes not more than 10 in number secured by a first mortgage upon the title in fee simple to real property if the aggregate principal amount secured by such mortgage does not exceed $500,000 and also does not exceed 75% of the fair market value of such real property.
K. A note or notes not more than 10 in number secured by a junior mortgage lien if the aggregate principal amount of the indebtedness represented thereby does not exceed 50% of the amount of the then outstanding prior lien indebtedness and provided that the total amount of the indebtedness (including the indebtedness represented by the subject junior mortgage note or notes) shall not exceed 90% of the fair market value of the property securing such indebtedness; and provided further that each such note or notes shall bear across the face thereof the following legend in letters at least as large as 12 point type: "THIS NOTE IS SECURED BY A JUNIOR MORTGAGE".
L. Any negotiable promissory note or draft, bill of exchange or bankers' acceptance which arises out of a current transaction or the proceeds of which have been or are to be used for current transactions, and which evidences an obligation to pay cash within 9 months of the date of issuance exclusive of days of grace, or any renewal of such note, draft, bill or acceptance which is likewise limited, or any guarantee of such note, draft, bill or acceptance or of any such renewal, provided that the note, draft, bill, or acceptance is a negotiable security eligible for discounting by banks that are members of the Federal Reserve System. Any instrument exempted under this subsection from the requirement of Sections 5, 6, and 7 of this Act shall bear across the face thereof the following legend in letters at least as large as 12 point type: "THIS INSTRUMENT IS NEITHER GUARANTEED, NOR IS THE ISSUANCE THEREOF REGULATED BY ANY AGENCY OR DEPARTMENT OF THE STATE OF ILLINOIS OR THE UNITED STATES.". However, the foregoing legend shall not be required with respect to any such instrument:
(i) sold to a person described in subsection C or H
N. Any security issued pursuant to (i) a written compensatory benefit plan (including without limitation, any purchase, savings, option, bonus, stock appreciation, profit sharing, thrift, incentive, pension, or similar plan) and interests in such plans established by one or more of the issuers thereof or its parents or majority‑owned subsidiaries for the participation of their employees, directors, general partners, trustees (where the issuer is a business trust), officers, or consultants or advisers of such issuers or its parents or majority‑owned subsidiaries, provided that bona fide services are rendered by consultants or advisers and those services are not in connection with the offer and sale of securities in a capital‑raising transaction or (ii) a written contract relating to the compensation of any such person.
O. Any option, put, call, spread or straddle issued by a clearing agency registered as such under the Federal 1934 Act, if the security, currency, commodity, or other interest underlying the option, put, call, spread or straddle is not required to be registered under Section 5.
P. Any security which meets all of the following conditions:
(1) If the issuer is not organized under the laws of
R. Any security issued by a bona fide agricultural cooperative operating in this State that is organized under the laws of this State or as a foreign cooperative association organized under the law of another state that has been duly qualified to transact business in this State.
(Source: P.A. 90‑70, eff. 7‑8‑97; 91‑809, eff. 1‑1‑01.)
(815 ILCS 5/4) (from Ch. 121 1/2, par. 137.4)
Sec. 4. Exempt transactions. The provisions of Sections 2a, 5, 6 and 7 of this Act shall not apply to any of the following transactions, except where otherwise specified in this Section 4:
A. Any offer or sale, whether through a dealer or otherwise, of securities by a person who is not an issuer, underwriter, dealer or controlling person in respect of such securities, and who, being the bona fide owner of such securities, disposes thereof for his or her own account; provided, that such offer or sale is not made directly or indirectly for the benefit of the issuer or of an underwriter or controlling person.
B. Any offer, sale, issuance or exchange of securities of the issuer to or with security holders of the issuer except to or with persons who are security holders solely by reason of holding transferable warrants, transferable options, or similar transferable rights of the issuer, if no commission or other remuneration is paid or given directly or indirectly for or on account of the procuring or soliciting of such sale or exchange (other than a fee paid to underwriters based on their undertaking to purchase any securities not purchased by security holders in connection with such sale or exchange).
C. Any offer, sale or issuance of securities to any corporation, bank, savings bank, savings institution, savings and loan association, trust company, insurance company, building and loan association, or dealer; to a pension fund, pension trust, or employees' profit sharing trust, other financial institution or institutional investor, any government or political subdivision or instrumentality thereof, whether the purchaser is acting for itself or in some fiduciary capacity; to any partnership or other association engaged as a substantial part of its business or operations in purchasing or holding securities; to any trust in respect of which a bank or trust company is trustee or co‑trustee; to any entity in which at least 90% of the equity is owned by persons described under subsection C, H, or S of this Section 4; to any employee benefit plan within the meaning of Title I of the Federal ERISA Act if (i) the investment decision is made by a plan fiduciary as defined in Section 3(21) of the Federal ERISA Act and such plan fiduciary is either a bank, savings and loan association, insurance company, registered investment adviser or an investment adviser registered under the Federal 1940 Investment Advisers Act, or (ii) the plan has total assets in excess of $5,000,000, or (iii) in the case of a self‑directed plan, investment decisions are made solely by persons that are described under subsection C, D, H or S of this Section 4; to any plan established and maintained by, and for the benefit of the employees of, any state or political subdivision or agency or instrumentality thereof if such plan has total assets in excess of $5,000,000; or to any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, any Massachusetts or similar business trust, or any partnership, if such organization, trust, or partnership has total assets in excess of $5,000,000.
D. The Secretary of State is granted authority to create by rule or regulation a limited offering transactional exemption that furthers the objectives of compatibility with federal exemptions and uniformity among the states. The Secretary of State shall prescribe by rule or regulation the amount of the fee for filing any report required under this subsection, but the fee shall not be less than the minimum amount nor more than the maximum amount established under Section 11a of this Act and shall not be returnable in any event.
E. Any offer or sale of securities by an executor, administrator, guardian, receiver or trustee in insolvency or bankruptcy, or at any judicial sale, or at a public sale by auction held at an advertised time and place, or the offer or sale of securities in good faith and not for the purpose of avoiding the provisions of this Act by a pledgee of securities pledged for a bona fide debt.
F. Any offer or sale by a registered dealer, either as principal or agent, of any securities (except face amount certificate contracts and investment fund shares) at a price reasonably related to the current market price of such securities, provided:
(1) (a) the securities are issued and outstanding;
(b) the issuer is required to file reports
G. (1) Any offer, sale or issuance of a security,
I. Any offer, sale or issuance of securities to or for the benefit of security holders of any person incident to a vote by such security holders pursuant to such person's organizational document or any applicable statute of the jurisdiction of such person's organization, on a merger, consolidation, reclassification of securities, or sale or transfer of assets in consideration of or exchange for securities of the same or another person.
J. Any offer, sale or issuance of securities in exchange for one or more outstanding securities, claims or property interests, or partly in such exchange and partly for cash, where such offer, sale or issuance is incident to a reorganization, recapitalization, readjustment, composition or settlement of a claim, as approved by a court of competent jurisdiction of the United States, or any state.
K. Any offer, sale or issuance of securities for patronage, or as patronage refunds, or in connection with marketing agreements by cooperative associations organized exclusively for agricultural, producer, marketing, purchasing, or consumer purposes; and the sale of subscriptions for or shares of stock of cooperative associations organized exclusively for agricultural, producer, marketing, purchasing, or consumer purposes, if no commission or other remuneration is paid or given directly or indirectly for or on account of such subscription, sale or resale, and if any person does not own beneficially more than 5% of the aggregate amount of issued and outstanding capital stock of such cooperative association.
L. Offers for sale or solicitations of offers to buy (but not the acceptance thereof), of securities which are the subject of a pending registration statement filed under the Federal 1933 Act and which are the subject of a pending application for registration under this Act.
M. Any offer or sale of preorganization subscriptions for any securities prior to the incorporation, organization or formation of any issuer under the laws of the United States, or any state, or the issuance by such issuer, after its incorporation, organization or formation, of securities pursuant to such preorganization subscriptions, provided the number of subscribers does not exceed 25 and either (1) no commission or other remuneration is paid or given directly or indirectly for or on account of such sale or sales or issuance, or (2) if any commission or other remuneration is paid or given directly or indirectly for or on account of such sale or sales or issuance, the securities are not offered or sold by any means of general advertising or general solicitation in this State.
N. The execution of orders for purchase of securities by a registered salesperson and dealer, provided such persons act as agent for the purchaser, have made no solicitation of the order to purchase the securities, have no direct interest in the sale or distribution of the securities ordered, receive no commission, profit, or other compensation other than the commissions involved in the purchase and sale of the securities and deliver to the purchaser written confirmation of the order which clearly identifies the commissions paid to the registered dealer.
O. Any offer, sale or issuance of securities, other than fractional undivided interests in an oil, gas or other mineral lease, right or royalty, for the direct or indirect benefit of the issuer thereof, or of a controlling person, whether through a dealer (acting either as principal or agent) or otherwise, if the securities sold, immediately following the sale or sales, together with securities already owned by the purchaser, would constitute 50% or more of the equity interest of any one issuer, provided that the number of purchasers is not more than 5 and provided further that no commission, discount or other remuneration exceeding 15% of the aggregate sale price of the securities is paid or given directly or indirectly for or on account of the sale or sales.
P. Any offer, sale or issuance of securities (except face amount certificate contracts and investment fund shares) issued by and representing an interest in an issuer which is a business corporation incorporated under the laws of this State, the purposes of which are to provide capital and supervision solely for the redevelopment of blighted urban areas located in a municipality in this State and whose assets are located entirely within that municipality, provided: (1) no commission, discount or other remuneration is paid or given directly or indirectly for or on account of the sale or sales of such securities; (2) the aggregate amount of any securities of the issuer owned of record or beneficially by any one person will not exceed the lesser of $5,000 or 4% of the equity capitalization of the issuer; (3) the officers and directors of the corporation have been bona fide residents of the municipality not less than 3 years immediately preceding the effectiveness of the offering sheet for the securities under this subsection P; and (4) the issuer files with the Secretary of State an offering sheet descriptive of the securities setting forth:
(a) the name and address of the issuer;
(b) the title and total amount of securities to be
Q. Any isolated transaction, whether effected by a dealer or not.
R. Any offer, sale or issuance of a security to any person who purchases at least $150,000 of the securities being offered, where the purchaser's total purchase price does not, or it is reasonably believed by the person relying upon this subsection R that said purchase price does not, exceed 20 percent of the purchaser's net worth at the time of sale, or if a natural person a joint net worth with that person's spouse, for one or any combination of the following: (i) cash, (ii) securities for which market quotations are readily available, (iii) an unconditional obligation to pay cash or securities for which quotations are readily available, which obligation is to be discharged within five years of the sale of the securities to the purchaser, or (iv) the cancellation of any indebtedness owed by the issuer to the purchaser; provided that such security is not offered or sold by means of any general advertising or general solicitation in this State.
S. Any offer, sale or issuance of a security to any person who is, or who is reasonably believed by the person relying upon this subsection S to be, a director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer. For purposes of this subsection S, "executive officer" shall mean the president, any vice president in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy making function, or any other person who performs similar policy making functions for the issuer. Executive officers of subsidiaries may be deemed executive officers of the issuer if they perform such policy making functions for the issuer.
A document being filed pursuant to this Section 4 shall be deemed filed, and any fee paid pursuant to this Section 4 shall be deemed paid, upon the date of actual receipt thereof by the Secretary of State.
(Source: P.A. 90‑70, eff. 7‑8‑97; 91‑809, eff. 1‑1‑01.)
(815 ILCS 5/5) (from Ch. 121 1/2, par. 137.5)
Sec. 5. Registration of Securities. All securities except those set forth under Section 2a of this Act, or those exempt under Section 3 of this Act, or those offered or sold in transactions exempt under Section 4 of this Act, or face amount certificate contracts required to be registered under Section 6 of this Act, or investment fund shares required to be registered under Section 7 of this Act, shall be registered either by coordination or by qualification, as hereinafter in this Section provided, prior to their offer or sale in this State.
A. Registration by Coordination.
(1) Securities which are being or have been
(1) An application for registration by qualification
(b) The title and total amount of the securities
(b) (Blank);
(c) A copy of the indenture or other instrument,
(1) No application shall be deemed to be filed or
(1) A registration effected under Section 5 of this
F. The applicant or registrant shall notify the Secretary of State, by written notice (which may be by electronic or facsimile transmission), within 2 business days after its receipt of any stop order, denial, order to show cause, suspension or revocation order, injunction or restraining order, or similar order entered or issued by any state, federal or other regulatory authority or by any court, concerning the securities which are being or have been registered in this State or any other securities of the issuer currently being or proposed to be offered to the public, if the matter which is the subject of, or the failure to disclose the existence of, such order would in this State constitute a violation of subsection E, F, G, H, I or J of Section 12 of this Act. The obligation contained in this subsection F shall continue until such time as offers and sales of the securities registered under this Section 5 are no longer being made in this State by the applicant or registrant.
G. Any document being filed pursuant to this Section 5 shall be deemed filed, and any fee being paid pursuant to this Section 5 shall be deemed paid, upon the date of actual receipt thereof by the Secretary of State.
H. The Secretary of State may require by rule or regulation the payment of an additional fee for the filing of information or documents required to be filed by this Section 5 which have not been filed in a timely manner. Such fees shall be deposited into the Securities Investors Education Fund, a special fund hereby created in the State treasury. The amounts deposited into such Fund shall be used to promote public awareness of the dangers of securities fraud.
(Source: P.A. 89‑209, eff. 1‑1‑96; 89‑626, eff. 8‑9‑96; 90‑70, eff. 7‑8‑97.)
(815 ILCS 5/6) (from Ch. 121 1/2, par. 137.6)
Sec. 6. Registration of Face Amount Certificate Contracts. All face amount certificate contracts except those set forth under Section 2a of this Act, or those exempt under Section 3 of this Act, or those offered or sold in transactions exempt under Section 4 of this Act, shall be registered either by coordination or by qualification, as hereinafter in this Section provided, prior to their offer or sale in this State.
A. Registration of Face Amount Certificate Contracts by Coordination.
(1) Face amount certificate contracts which are
(1) An application for registration by qualification
(c) (Blank);
(d) An opinion of counsel as to the legality of
D. Effective Period and Sales Reports.
(1) A registration under subsection A or B of this
F. Renewal of Registration. A registration of face amount certificate contracts in effect under subsection A or B of this Section 6 may be renewed by the issuer by filing an application for renewal with the Secretary of State no later than 10 business days prior to the date upon which such registration would otherwise expire, (or such lesser period as the Secretary of State may prescribe by rule or regulation) in such form and executed, verified, or authenticated by such person as the Secretary of State shall prescribe by rule or regulation. Such application shall be accompanied by a prospectus in its most current form together with a renewal fee established pursuant to Section 11a of this Act, which shall not be returnable in any event. A renewal of registration of face amount certificate contracts shall take effect as of the date and time that the prior registration under subsection A of this Section 6 or prior renewal under this subsection F would otherwise have expired and (or such alternative date as the Secretary of State may prescribe by rule or regulation) thereafter shall be deemed to be a new registration of the face amount certificate contracts covered thereby. The Secretary of State may by rule or regulation prescribe an additional fee for the failure to file timely an application for renewal and limit the number of times a registration may be renewed.
G. Deposit of Securities. No face amount certificate contract shall be registered under subsection B of this Section 6 unless the issuer shall establish and maintain with the Secretary of State, for the benefit of the holders of such contracts residing in this State, a deposit of securities representing debt obligations of the kind in which life insurance companies organized under the laws of this State are permitted to invest their funds, in an amount having a fair market value of not less than $100,000 and at no time less than the current contract liability on all such face amount certificate contracts held by persons residing in this State, and provided further that deposited securities, other than those secured by entire first mortgage or trust deeds on improved unencumbered real estate, are issued by an issuer required to file reports pursuant to Section 13 or 15(d) of the Federal 1934 Act or are covered by Section 12(g)(2)(B) or (G) of the Federal 1934 Act, or appear in current quotations in transactions on exchanges recognized by subsection G of Section 3 of this Act, and provided further, that bonds or notes secured by mortgages or trust deeds be limited to those (i) constituting the entire indebtedness secured thereby, (ii) establishing a first lien on improved real estate held in fee simple, and (iii) insured by the Federal Housing Administrator under an Act of Congress of the United States entitled "National Housing Act". Debentures issued by the Federal Housing Administrator under an Act of Congress of the United States entitled the "National Housing Act" may be included in the deposit prescribed by this subsection in amounts related to, and in substitution for, specific insured mortgage loans then included in the subject deposit which are in default, but at no time shall the aggregate principal amount of such debentures included in the subject deposit exceed 5% of the fair market value of securities comprising the subject deposit. The current contract liability in respect of contracts held by persons residing in this State shall be that as determined in such contracts as computed by the issuer and regularly certified to the Secretary of State, on or before the last day of each calendar month as of the close of the month last prior to the date of reporting.
Securities deposited as hereinabove required may be withdrawn by the depositor at any time, and from time to time, whenever other securities eligible for deposit and of a fair market value not less than that withdrawn are deposited in substitution for securities withdrawn.
The Secretary of State may, upon receipt of appropriate certification in writing, deemed by the Secretary of State to be competent and adequate, evidencing the reduction of contract liability on contracts held by persons residing in this State to an aggregate amount representing not more than 90% of the fair market value of the securities then on deposit, permit an equivalent reduction in the deposited securities.
H. Minimum Deposit; Annual Fee; Transaction Charge. The initial and continuing deposit required hereby shall, so long as the face amount certificate contracts registered under subsection B of this Section 6 are being offered and sold in this State, and until all contract liability on all contracts outstanding in this State has been discharged, include obligations of the United States or the State of Illinois in bearer form or fully registered, or registered as to principal, in the title of Treasurer of the State of Illinois, and his or her successors in office, in the minimum principal amount of $50,000. An issuer of face amount certificate contracts, in respect of which a deposit is required to be established and maintained under this Section 6, and an issuer of face amount certificate contracts heretofore qualified for issuance to persons residing in this State under "An Act relating to the sale or other disposition of securities and providing penalties for the violation thereof and to repeal Acts in conflict therewith", approved June 10, 1919, as amended, and in respect of which a deposit of securities was established and has been maintained under the Act approved June 10, 1919, as cited above, shall pay to the Secretary of State an annual fee determined at the rate of 1/30th of one percent on the average of quarterly computations on the aggregate of principal amounts of market‑quoted or listed securities and the original loan amounts of real estate loans insured by the Federal Housing Administrator, and in addition each such issuer shall pay to the Secretary of State, against quarterly billings therefor, a transaction charge in the amount established pursuant to Section 11a of this Act, which annual fee and transaction charge shall not be returnable in any event, for each separate issue or loan included in additions to and withdrawals from such deposits, provided however that the transaction charge established pursuant to Section 11a of this Act for each separate issue of market‑quoted or listed securities shall apply to all the items of that issue included in a single transaction, regardless of the aggregate principal amount, and in respect of real estate loans such transaction charge shall apply to the group of documents pertaining to each separate loan, and not to the separate items and documents included in such group.
Nothing herein contained in respect of prescribed custody of deposited securities with the State Treasurer and of permissible procedures of liquidation of deposited securities by the Secretary of State in the event of insolvency of an issuer of face amount certificate contracts, or the appointment of a trustee in bankruptcy, shall preclude the surrender of deposited securities to a duly qualified trustee under appointment by a Court having jurisdiction under the Federal Bankruptcy Code under an appropriate order of such Court.
I. Liquidation of Securities. Upon the insolvency of the issuer of face amount certificate contracts or appointment of a receiver or trustee in bankruptcy, the Secretary of State, if not required otherwise under Federal law or under an order of a Federal Court of competent jurisdiction, may apply to the Circuit Court of Sangamon County, or any other court of competent jurisdiction, for authority to proceed for the liquidation of such securities held for the benefit of the holders of such contracts who reside in this State. The Secretary of State is hereby authorized to deal with such securities on deposit in this State for the benefit of the holders of such face amount certificate contracts, in his or her name or, if the Court shall so order, in the name of the issuer. The Secretary of State may, subject to the approval of the Court, sell or otherwise dispose of the securities so deposited or any part thereof. The Secretary of State shall as soon as may be conveniently possible, give notice by publication as provided by law, and as the Court may direct, to all contract holders residing in this State who may have claims against the issuer under such face amount certificate contracts and for whose benefit such deposit is held, to file and prove their claims in the manner and within the time the Court shall direct. In order to preserve so far as possible the rights and interests of the holders of outstanding contracts of such issuer who reside in this State, the Secretary of State may liquidate such securities on deposit in this State by entering into contracts with any issuer or person able to buy such securities in whole, or in part. Upon receiving an offer or offers for the purchase of such securities in whole, or in part, the Secretary of State shall submit such offer or offers to the Court, and if, after a full hearing upon the petition filed by the Secretary of State, the court shall find that the Secretary of State endeavored to obtain the best contract price for the benefit of the contract holders, and if the court shall find that the best contract price in the interests of the contract holders has been obtained, and that it is for the best interests of the holders of such contracts that such securities be sold, the court shall, by written order approve the acts of the Secretary of State and authorize him or her to dispose of such securities. Upon the conversion of such securities to cash, the Secretary of State may then proceed to dispose of the sum received for such securities among the respective holders of such contracts as their interests may appear. Upon the liquidation and distribution of such funds, the Secretary of State may make proper liquidation of such securities and the distribution or disposition thereof or of the proceeds therefrom as herein provided.
For the purpose of liquidation of such securities, the Secretary of State shall have the power to appoint one or more special deputies as his or her agent or agents and to employ such clerks, assistants or attorneys as may by him or her be deemed necessary and to give each of such persons such power to assist him or her as he or she may consider wise. The compensation of every such special deputy, agent, clerk, assistant or attorney shall be fixed, and all expenses of taking possession of such securities of the issuer and the administration thereof shall be approved, by the Secretary of State subject to the approval of the court and shall be paid out of the funds or assets received from the liquidation of such securities.
J. The applicant or registrant shall notify the Secretary of State, by written notice (which may be by electronic or facsimile transmission), within 2 business days after its receipt of any stop order, denial, order to show cause, suspension or revocation order, injunction or restraining order, or similar order entered or issued by any state, federal or other regulatory authority or by any court, concerning the face amount certificate contracts which are being or have been registered in this State or any other securities of the issuer currently being or proposed to be offered to the public, if the matter which is the subject of, or the failure to disclose the existence of, such order would in this State constitute a violation of subsection E, F, G, H, I or J of Section 12 of this Act. The obligation contained in this subsection J shall continue until such time as offers and sales of the face amount certificate contracts registered under this Section 6 are no longer being made in this State by the applicant or registrant.
K. Any document being filed pursuant to this Section 6 shall be deemed filed, and any fee being paid pursuant to this Section 6 shall be deemed paid, upon the date of actual receipt thereof by the Secretary of State.
L. The Secretary of State may require by rule or regulation the payment of an additional fee for the filing of information or documents required to be filed by this Section 6 which have not been filed in a timely manner. Such fees shall be deposited into the Securities Investors Education Fund and used to promote public awareness of the dangers of securities fraud.
(Source: P.A. 89‑209, eff. 1‑1‑96; 90‑70, eff. 7‑8‑97.)
(815 ILCS 5/7) (from Ch. 121 1/2, par. 137.7)
Sec. 7. Registration of Investment Fund Shares. All investment fund shares except those set forth under Section 2a of this Act, or those exempt under Section 3 of this Act, or those offered or sold in transactions exempt under Section 4 of this Act, or face amount certificate contracts required to be registered under Section 6 of this Act, shall be registered either by coordination or by qualification, as hereinafter in this Section provided, prior to their offer or sale in this State. Additional classes of shares that are of the same rank, general description, and characteristics as those currently registered may be added to a current registration under this Section upon the filing of an amendment and the payment of the additional fees as prescribed by the Secretary of State by rule or regulation. Any change in organization or plans of operation shall be disclosed to the Secretary of State by filing an amendment to a current registration and the payment of the additional fees as prescribed by the Secretary of State by rule or regulation.
A. Registration of Investment Fund Shares by Coordination.
(1) Investment fund shares which are being or have
(1) An application for registration by qualification
(b) The title of the investment fund shares; and
(c) The names and addresses of the persons
(c) (Blank);
(d) An opinion of counsel as to the legality of
D. Amendatory statements and required fees. The Secretary of State may by rule or regulation require the filing of an amendatory statement and prescribe its form and content. The fee for filing the statement shall be established pursuant to Section 11a of this Act. The fee shall not be returnable in any event.
E. Discontinuance of Registration. An amendatory statement or statements may be submitted by the applicant at any time, and from time to time, when it is desired to discontinue registration in respect of one or more classes, series, or portfolios and if the Secretary of State shall find that such discontinuance is not against the public interest, such amendatory statement or statements shall be filed by the Secretary of State without charge, but such discontinuance of registration shall not entitle the applicant to any refund of any fees previously paid in respect of such discontinued class or classes, series, or portfolios.
F. Effective Period and Sales Reports.
(1) A registration of investment fund shares under
H. The applicant or registrant shall notify the Secretary of State, by written notice (which may be by electronic or facsimile transmission), within 2 business days after its receipt of any stop order, denial, order to show cause, suspension or revocation order, injunction or restraining order, or similar order entered or issued by any state, federal or other regulatory authority or by any court, concerning the investment fund shares which are being or have been registered in this State or any other securities of the issuer currently being or proposed to be offered to the public, if the matter which is the subject of, or the failure to disclose the existence of, such order would in this State constitute a violation of subsection E, F, G, H, I or J of Section 12 of this Act. The obligation contained in this subsection H shall continue until such time as offers and sales of the investment fund shares registered under this Section 7 are no longer being made in this State by the applicant or registrant.
I. Any document being filed pursuant to this Section 7 shall be deemed filed, and any fee being paid pursuant to this Section 7 shall be deemed paid, upon the date of actual receipt thereof by the Secretary of State.
J. The Secretary of State may require by rule or regulation the payment of an additional fee for the filing of information or documents required to be filed by this Section 7 which have not been filed in a timely manner. Such fees shall be deposited into the Securities Investors Education Fund and use to promote public awareness of the dangers of securities fraud.
(Source: P.A. 89‑209, eff. 1‑1‑96; 89‑626, eff. 8‑9‑96; 90‑70, eff. 7‑8‑97.)
(815 ILCS 5/7a) (from Ch. 121 1/2, par. 137.7a)
Sec. 7a. (a) Except as provided in subsection (b) of this Section, no securities, issued by an issuer engaged in or deriving revenues from the conduct of any business or profession, the conduct of which would violate Section 11‑14, 11‑15, 11‑15.1, 11‑16, 11‑17, 11‑19 or 11‑19.1 of the Criminal Code of 1961, as now or hereafter amended, if conducted in this State, shall be sold or registered pursuant to Section 5, 6 or 7 of this Act nor sold pursuant to the provisions of Section 3 or 4 of this Act.
(b) Notwithstanding the provisions of subsection (a) hereof, such securities issued prior to the effective date of this amendatory Act of 1989 may be sold by a resident of this State in transactions which qualify for an exemption from the registration requirements of this Act pursuant to subsection A of Section 4 of this Act.
(Source: P.A. 86‑526.)
(815 ILCS 5/8) (from Ch. 121 1/2, par. 137.8)
Sec. 8. Registration of dealers, limited Canadian dealers, salespersons, investment advisers, and investment adviser representatives.
A. Except as otherwise provided in this subsection A, every dealer, limited Canadian dealer, salesperson, investment adviser, and investment adviser representative shall be registered as such with the Secretary of State. No dealer or salesperson need be registered as such when offering or selling securities in transactions exempted by subsection A, B, C, D, E, G, H, I, J, K, M, O, P, Q, R or S of Section 4 of this Act, provided that such dealer or salesperson is not regularly engaged in the business of offering or selling securities in reliance upon the exemption set forth in subsection G or M of Section 4 of this Act. No dealer, issuer or controlling person shall employ a salesperson unless such salesperson is registered as such with the Secretary of State or is employed for the purpose of offering or selling securities solely in transactions exempted by subsection A, B, C, D, E, G, H, I, J, K, L, M, O, P, Q, R or S of Section 4 of this Act; provided that such salesperson need not be registered when effecting transactions in this State limited to those transactions described in Section 15(h)(2) of the Federal 1934 Act or engaging in the offer or sale of securities in respect of which he or she has beneficial ownership and is a controlling person. The Secretary of State may, by rule, regulation or order and subject to such terms, conditions, and fees as may be prescribed in such rule, regulation or order, exempt from the registration requirements of this Section 8 any investment adviser, if the Secretary of State shall find that such registration is not necessary in the public interest by reason of the small number of clients or otherwise limited character of operation of such investment adviser.
B. An application for registration as a dealer or limited Canadian dealer, executed, verified, or authenticated by or on behalf of the applicant, shall be filed with the Secretary of State, in such form as the Secretary of State may by rule, regulation or order prescribe, setting forth or accompanied by:
(1) The name and address of the applicant, the
C. Any registered dealer, limited Canadian dealer, issuer, or controlling person desiring to register a salesperson shall file an application with the Secretary of State, in such form as the Secretary of State may by rule or regulation prescribe, which the salesperson is required by this Section to provide to the dealer, issuer, or controlling person, executed, verified, or authenticated by the salesperson setting forth or accompanied by:
(1) the name, residence and business address of the
C‑5. Except with respect to federal covered investment advisers whose only clients are investment companies as defined in the Federal 1940 Act, other investment advisers, federal covered investment advisers, or any similar person which the Secretary of State may prescribe by rule or order, a federal covered investment adviser shall file with the Secretary of State, prior to acting as a federal covered investment adviser in this State, such documents as have been filed with the Securities and Exchange Commission as the Secretary of State by rule or order may prescribe. The notification of a federal covered investment adviser shall be accompanied by a notification filing fee established pursuant to Section 11a of this Act, which shall not be returnable in any event. Every person acting as a federal covered investment adviser in this State shall file a notification filing and pay an annual notification filing fee established pursuant to Section 11a of this Act, which is not returnable in any event. The failure to file any such notification shall constitute a violation of subsection D of Section 12 of this Act, subject to the penalties enumerated in Section 14 of this Act. Until October 10, 1999 or other date as may be legally permissible, a federal covered investment adviser who fails to file the notification or refuses to pay the fees as required by this subsection shall register as an investment adviser with the Secretary of State under Section 8 of this Act. The civil remedies provided for in subsection A of Section 13 of this Act and the civil remedies of rescission and appointment of receiver, conservator, ancillary receiver, or ancillary conservator provided for in subsection F of Section 13 of this Act shall not be available against any person by reason of the failure to file any such notification or to pay the notification fee or on account of the contents of any such notification.
D. An application for registration as an investment adviser, executed, verified, or authenticated by or on behalf of the applicant, shall be filed with the Secretary of State, in such form as the Secretary of State may by rule or regulation prescribe, setting forth or accompanied by:
(1) The name and form of organization under which
D‑5. A registered investment adviser or federal covered investment adviser desiring to register an investment adviser representative shall file an application with the Secretary of State, in the form as the Secretary of State may by rule or order prescribe, which the investment adviser representative is required by this Section to provide to the investment adviser, executed, verified, or authenticated by the investment adviser representative and setting forth or accompanied by:
(1) The name, residence, and business address of the
A change that renders no longer accurate any information contained in any application for registration or re‑registration as an investment adviser representative must be reported to the Secretary of State within 10 business days after the occurrence of the change. If the activities that rendered an individual an investment adviser representative for the investment adviser are terminated, the investment adviser shall notify the Secretary of State in writing (which may be by electronic or facsimile transmission), within 30 days of the investment adviser representative's termination, using the appropriate termination notice form as the Secretary of State may prescribe by rule or order.
A registered investment adviser representative may transfer his or her registration under this Section 8 for the unexpired term of the registration from one registered investment adviser to another by the giving of notice of the transfer by the new investment adviser to the Secretary of State in the form and subject to the conditions as the Secretary of State shall prescribe. The new registered investment adviser shall promptly file an application for registration of the investment adviser representative as provided in this subsection, accompanied by the Securities Audit and Enforcement Fund fee prescribed by paragraph (7) of this subsection D‑5.
E. (1) Subject to the provisions of subsection F of Section 11 of this Act, the registration of a dealer, limited Canadian dealer, salesperson, investment adviser, or investment adviser representative may be denied, suspended or revoked if the Secretary of State finds that the dealer, limited Canadian dealer, salesperson, investment adviser, or investment adviser representative or any principal officer, director, partner, member, trustee, manager or any person who performs a similar function of the dealer, limited Canadian dealer, or investment adviser:
(a) has been convicted of any felony during the 10
(h) has made any material misrepresentation to the
(3) Withdrawal of an application for registration or withdrawal from registration as a dealer, limited Canadian dealer, salesperson, investment adviser, or investment adviser representative becomes effective 30 days after receipt of an application to withdraw or within such shorter period of time as the Secretary of State may determine, unless any proceeding is pending under Section 11 of this Act when the application is filed or a proceeding is instituted within 30 days after the application is filed. If a proceeding is pending or instituted, withdrawal becomes effective at such time and upon such conditions as the Secretary of State by order determines. If no proceeding is pending or instituted and withdrawal automatically becomes effective, the Secretary of State may nevertheless institute a revocation or suspension proceeding within 2 years after withdrawal became effective and enter a revocation or suspension order as of the last date on which registration was effective.
F. The Secretary of State shall make available upon request the date that each dealer, investment adviser, salesperson, or investment adviser representative was granted registration, together with the name and address of the dealer, limited Canadian dealer, or issuer on whose behalf the salesperson is registered, and all orders of the Secretary of State denying or abandoning an application, or suspending or revoking registration, or censuring the persons. The Secretary of State may designate by rule, regulation or order the statements, information or reports submitted to or filed with him or her pursuant to this Section 8 which the Secretary of State determines are of a sensitive nature and therefore should be exempt from public disclosure. Any such statement, information or report shall be deemed confidential and shall not be disclosed to the public except upon the consent of the person filing or submitting the statement, information or report or by order of court or in court proceedings.
G. The registration or re‑registration of a dealer or limited Canadian dealer and of all salespersons registered upon application of the dealer or limited Canadian dealer shall expire on the next succeeding anniversary date of the registration or re‑registration of the dealer; and the registration or re‑registration of an investment adviser and of all investment adviser representatives registered upon application of the investment adviser shall expire on the next succeeding anniversary date of the registration of the investment adviser; provided, that the Secretary of State may by rule or regulation prescribe an alternate date which any dealer registered under the Federal 1934 Act or a member of any self‑regulatory association approved pursuant thereto, a member of a self‑regulatory organization or stock exchange in Canada, or any investment adviser may elect as the expiration date of its dealer or limited Canadian dealer and salesperson registrations, or the expiration date of its investment adviser registration, as the case may be. A registration of a salesperson registered upon application of an issuer or controlling person shall expire on the next succeeding anniversary date of the registration, or upon termination or expiration of the registration of the securities, if any, designated in the application for his or her registration or the alternative date as the Secretary may prescribe by rule or regulation. Subject to paragraph (9) of subsection C of this Section 8, a salesperson's registration also shall terminate upon cessation of his or her employment, or termination of his or her appointment or authorization, in each case by the person who applied for the salesperson's registration, provided that the Secretary of State may by rule or regulation prescribe an alternate date for the expiration of the registration.
H. Applications for re‑registration of dealers, limited Canadian dealers, salespersons, investment advisers, and investment adviser representatives shall be filed with the Secretary of State prior to the expiration of the then current registration and shall contain such information as may be required by the Secretary of State upon initial application with such omission therefrom or addition thereto as the Secretary of State may authorize or prescribe. Each application for re‑registration of a dealer, limited Canadian dealer, or investment adviser shall be accompanied by a filing fee, each application for re‑registration as a salesperson shall be accompanied by a filing fee and a Securities Audit and Enforcement Fund fee established pursuant to Section 11a of this Act, and each application for re‑registration as an investment adviser representative shall be accompanied by a Securities Audit and Enforcement Fund fee established under Section 11a of this Act, which shall not be returnable in any event. Notwithstanding the foregoing, applications for re‑registration of dealers, limited Canadian dealers, and investment advisers may be filed within 30 days following the expiration of the registration provided that the applicant pays the annual registration fee together with an additional amount equal to the annual registration fee and files any other information or documents that the Secretary of State may prescribe by rule or regulation or order. Any application filed within 30 days following the expiration of the registration shall be automatically effective as of the time of the earlier expiration provided that the proper fee has been paid to the Secretary of State.
Each registered dealer, limited Canadian dealer, or investment adviser shall continue to be registered if the registrant changes his, her, or its form of organization provided that the dealer or investment adviser files an amendment to his, her, or its application not later than 30 days following the occurrence of the change and pays the Secretary of State a fee in the amount established under Section 11a of this Act.
I. (1) Every registered dealer, limited Canadian dealer, and investment adviser shall make and keep for such periods, such accounts, correspondence, memoranda, papers, books and records as the Secretary of State may by rule or regulation prescribe. All records so required shall be preserved for 3 years unless the Secretary of State by rule, regulation or order prescribes otherwise for particular types of records.
(2) Every registered dealer, limited Canadian dealer, and investment adviser shall file such financial reports as the Secretary of State may by rule or regulation prescribe.
(3) All the books and records referred to in paragraph (1) of this subsection I are subject at any time or from time to time to such reasonable periodic, special or other audits, examinations, or inspections by representatives of the Secretary of State, within or without this State, as the Secretary of State deems necessary or appropriate in the public interest or for the protection of investors.
(4) At the time of an audit, examination, or inspection, the Secretary of State, by his or her designees, may conduct an interview of any person employed or appointed by or affiliated with a registered dealer, limited Canadian dealer, or investment advisor, provided that the dealer, limited Canadian dealer, or investment advisor shall be given reasonable notice of the time and place for the interview. At the option of the dealer, limited Canadian dealer, or investment advisor, a representative of the dealer or investment advisor with supervisory responsibility over the individual being interviewed may be present at the interview.
J. The Secretary of State may require by rule or regulation the payment of an additional fee for the filing of information or documents required to be filed by this Section which have not been filed in a timely manner. The Secretary of State may also require by rule or regulation the payment of an examination fee for administering any examination which it may conduct pursuant to subsection B, C, D, or D‑5 of this Section 8.
K. The Secretary of State may declare any application for registration or limited registration under this Section 8 abandoned by order if the applicant fails to pay any fee or file any information or document required under this Section 8 or by rule or regulation for more than 30 days after the required payment or filing date. The applicant may petition the Secretary of State for a hearing within 15 days after the applicant's receipt of the order of abandonment, provided that the petition sets forth the grounds upon which the applicant seeks a hearing.
L. Any document being filed pursuant to this Section 8 shall be deemed filed, and any fee being paid pursuant to this Section 8 shall be deemed paid, upon the date of actual receipt thereof by the Secretary of State or his or her designee.
M. The Secretary of State shall provide to the Illinois Student Assistance Commission annually or at mutually agreed periodic intervals the names and social security numbers of natural persons registered under subsections B, C, D, and D‑5 of this Section. The Illinois Student Assistance Commission shall determine if any student loan defaulter is registered as a dealer, limited Canadian dealer, salesperson, or investment adviser under this Act and report its determination to the Secretary of State or his or her designee.
(Source: P.A. 92‑308, eff. 1‑1‑02; 93‑580, eff. 8‑21‑03.)
(815 ILCS 5/8a) (from Ch. 121 1/2, par. 137.8a)
Sec. 8a. Advertisement and sale of certain investments.
(a) Every person who sells or offers to sell a certificate of deposit shall disclose in every advertisement therefor whether the certificate of deposit is insured, the identity of the insurer, and whether the certificate is backed by the full faith and credit of any government.
(b) With respect to the sale of any uninsured certificate of deposit, each person referred to in subsection (a) shall notify the purchaser in writing of the lack of insurance.
(Source: P.A. 89‑209, eff. 1‑1‑96.)
(815 ILCS 5/8b)
Sec. 8b. Telephone solicitation.
(a) A telephone solicitor may not make an unsolicited telephone call to a natural person who does not have a previously existing account relationship with the telephone solicitor unless:
(1) immediately after making contact with the
(c) A telephone solicitor subject to this Section who makes unsolicited telephone calls shall implement in‑house systems and procedures to ensure that every effort is made to not call persons who ask not to be called by the telephone solicitor again.
(Source: P.A. 90‑667, eff. 7‑30‑98.)
(815 ILCS 5/8c)
Sec. 8c. Non‑English language transactions. A person subject to registration under Section 8 of this Act may conduct transactions in a language other than English through an employee or agent acting as interpreter or through an interpreter provided by the customer.
(Source: P.A. 92‑578, eff. 6‑26‑02.)
(815 ILCS 5/9) (from Ch. 121 1/2, par. 137.9)
Sec. 9. Advertising. The Secretary of State may by rule or regulation require the filing with him or her of any prospectus, pamphlet, circular, form letter, advertisement or other sales literature or advertising communication addressed or intended for distribution or dissemination in this State to prospective investors, including clients or prospective clients of an investment adviser; provided, that no such filing may be required with respect to:
(1) securities exempt from registration pursuant to the provisions of Section 3 of this Act or sold solely in transactions of the nature set forth in Section 4 of this Act;
(2) securities registered under both the Federal 1933 Act and subsection A or B of Section 5, 6 or 7 of this Act;
(2.5) federal covered securities; or
(3) advertisements appearing in newspapers, magazines or periodicals of regular publication and established paid circulation, other than an advertisement which constitutes an offer of securities which is not covered by any of the exemptions set forth in Section 4 of this Act, and which securities are not exempt from registration pursuant to the provisions of Section 3 of this Act.
(Source: P.A. 89‑209, eff. 1‑1‑96; 89‑626, eff. 8‑9‑96; 90‑70, eff. 7‑8‑97.)
(815 ILCS 5/10) (from Ch. 121 1/2, par. 137.10)
Sec. 10. Service of process.
A. A consent to service of process shall be in the form prescribed by the Secretary of State, shall be irrevocable, and shall provide that actions arising out of or founded upon the offer or sale of any securities in alleged violation of this Act may be commenced against the person executing the consent in any circuit court within this State, by the service of process upon the Secretary of State.
Service of any process or pleading in any action against a person who has filed under this Act a consent to service of process upon the Secretary of State shall, if made on the Secretary of State, be by duplicate copies, one of which shall be filed in the office of the Secretary of State and the other immediately forwarded by the Secretary of State by registered mail or certified mail, return receipt requested, to the person at his or her latest address on file in the office of the Secretary of State. The filing fee for service of process under this subsection A shall be as established pursuant to Section 11a of this Act, and shall not be returnable in any event.
B. (1) The filing of a notice filing under Section 2a of this Act or of an application for registration under Section 5, 6, 7, or 8 of this Act, or the offer, sale or delivery of securities in this State, whether effected by mail or otherwise, by any person (unless the securities are exempt from registration under subsection A or B of Section 3 of this Act) shall be equivalent to and shall constitute an appointment of the Secretary of State, or his or her successors in office, by the person and the issuer of the securities to be the true and lawful attorney for the person upon whom may be served all lawful process in any action or proceeding against the person, arising out of the offer or sale of the securities.
(2) Service of process under this subsection B shall be made by serving a copy upon the Secretary of State or any employee in his or her office designated by the Secretary of State to accept such service for him or her, provided notice of such and a copy of the process are, within 10 days thereafter, sent by registered mail or certified mail, return receipt requested, by the plaintiff to the defendant, at the last known address of the defendant. The filing fee for service of process under this subsection B shall be as established pursuant to Section 11a of this Act, and shall not be returnable in any event. The Secretary of State shall keep a record of all such processes which shall show the day of the service.
C. Notwithstanding the foregoing, the filing of an application by an issuer, controlling person, registered dealer, or limited Canadian dealer for the registration of a salesperson shall also constitute the appointment by the salesperson of the issuer, controlling person, registered dealer, or limited Canadian dealer to be the true and lawful attorney for the person upon whom may be served all lawful process against the person, arising under subsection J of Section 8 or Section 11 of this Act. Following any service in the foregoing manner, the Secretary of State shall, as soon thereafter as reasonably practical, serve a copy of the lawful process to the person by registered mail or certified mail, return receipt requested, at his, her, or its last known address.
(Source: P.A. 89‑209, eff. 1‑1‑96; 89‑626, eff. 8‑9‑96; 90‑70, eff. 7‑8‑97.)
(815 ILCS 5/11) (from Ch. 121 1/2, par. 137.11)
Sec. 11. Duties and powers of the Secretary of State.
A. (1) The administration of this Act is vested in the Secretary of State, who may from time to time make, amend and rescind such rules and regulations as may be necessary to carry out this Act, including rules and regulations governing procedures of registration, statements, applications and reports for various classes of securities, persons and matters within his or her jurisdiction and defining any terms, whether or not used in this Act, insofar as the definitions are not inconsistent with this Act. The rules and regulations adopted by the Secretary of State under this Act shall be effective in the manner provided for in the Illinois Administrative Procedure Act.
(2) Among other things, the Secretary of State shall have authority, for the purposes of this Act, to prescribe the form or forms in which required information shall be set forth, accounting practices, the items or details to be shown in balance sheets and earning statements, and the methods to be followed in the preparation of accounts, in the appraisal or valuation of assets and liabilities, in the determination of depreciation and depletion, in the differentiation of recurring and non‑recurring income, in the differentiation of investment and operating income, and in the preparation of consolidated balance sheets or income accounts of any person, directly or indirectly, controlling or controlled by the issuer, or any person under direct or indirect common control with the issuer.
(3) No provision of this Act imposing any liability shall apply to any act done or omitted in good faith in conformity with any rule or regulation of the Secretary of State under this Act, notwithstanding that the rule or regulation may, after the act or omission, be amended or rescinded or be determined by judicial or other authority to be invalid for any reason.
(4) The Securities Department of the Office of the Secretary of State shall be deemed a criminal justice agency for purposes of all federal and state laws and regulations and, in that capacity, shall be entitled to access to any information available to criminal justice agencies and has the power to appoint special agents to conduct all investigations, searches, seizures, arrests, and other duties imposed under the provisions of any law administered by the Department. The special agents have and may exercise all the powers of peace officers solely for the purpose of enforcing provisions of this Act.
The Director must authorize to each special agent employed under this Section a distinct badge that, on its face, (i) clearly states that the badge is authorized by the Department and (ii) contains a unique and identifying number.
Special agents shall comply with all training requirements established for law enforcement officers by provisions of the Illinois Police Training Act.
(5) The Secretary of State, by rule, may conditionally or unconditionally exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions from any provision of Section 5, 6, 7, 8, 8a, or 9 of this Act or of any rule promulgated under these Sections, to the extent that such exemption is necessary or appropriate in the public interest, and is consistent with the protection of investors.
B. The Secretary of State may, anything in this Act to the contrary notwithstanding, require financial statements and reports of the issuer, dealer, salesperson, investment adviser, or investment adviser representative as often as circumstances may warrant. In addition, the Secretary of State may secure information or books and records from or through others and may make or cause to be made investigations respecting the business, affairs, and property of the issuer of securities, any person involved in the sale or offer for sale, purchase or offer to purchase of any mineral investment contract, mineral deferred delivery contract, or security and of dealers, salespersons, investment advisers, and investment adviser representatives that are registered or are the subject of an application for registration under this Act. The costs of an investigation shall be borne by the registrant or the applicant, provided that the registrant or applicant shall not be obligated to pay the costs without his, her or its consent in advance.
C. Whenever it shall appear to the Secretary of State, either upon complaint or otherwise, that this Act, or any rule or regulation prescribed under authority thereof, has been or is about to be violated, he or she may, in his or her discretion, do one or more of the following:
(1) require or permit the person to file with the
(2) The Secretary of State or a person designated by him or her is further empowered to administer oaths and affirmations, subpoena witnesses, take evidence, and require the production of any books and records, papers, or other documents in this State at the request of a securities agency of another state, if the activities constituting the alleged violation for which the information is sought would be in violation of Section 12 of this Act if the activities had occurred in this State.
(3) The Circuit Court of any County of this State, upon application of the Secretary of State or a person designated by him or her may order the attendance of witnesses, the production of books and records, papers, accounts and documents and the giving of testimony before the Secretary of State or a person designated by him or her; and any failure to obey the order may be punished by the Circuit Court as a contempt thereof.
(4) The fees of subpoenaed witnesses under this Act for attendance and travel shall be the same as fees of witnesses before the Circuit Courts of this State, to be paid when the witness is excused from further attendance, provided, the witness is subpoenaed at the instance of the Secretary of State; and payment of the fees shall be made and audited in the same manner as other expenses of the Secretary of State.
(5) Whenever a subpoena is issued at the request of a complainant or respondent as the case may be, the Secretary of State may require that the cost of service and the fee of the witness shall be borne by the party at whose instance the witness is summoned.
(6) The Secretary of State shall have power at his or her discretion, to require a deposit to cover the cost of the service and witness fees and the payment of the legal witness fee and mileage to the witness served with subpoena.
(7) A subpoena issued under this Act shall be served in the same manner as a subpoena issued out of a circuit court.
(8) The Secretary of State may in any investigation, audits, examinations, or inspections cause the taking of depositions of persons residing within or without this State in the manner provided in civil actions under the laws of this State.
E. Anything in this Act to the contrary notwithstanding:
(1) If the Secretary of State shall find that the
(2) Anything herein contained to the contrary notwithstanding, the Secretary of State may temporarily prohibit or suspend, for a maximum period of 90 days, by an order effective immediately, the offer or sale or registration of securities, the registration of a dealer, salesperson, investment adviser, or investment adviser representative, or the offer or sale of securities by any person, or the business of rendering investment advice, without the notice and prior hearing in this subsection prescribed, if the Secretary of State shall in his or her opinion, based on credible evidence, deem it necessary to prevent an imminent violation of this Act or to prevent losses to investors which the Secretary of State reasonably believes will occur as a result of a prior violation of this Act. Immediately after taking action without such notice and hearing, the Secretary of State shall deliver a copy of the temporary order to the respondent named therein by personal service or registered mail or certified mail, return receipt requested. The temporary order shall set forth the grounds for the action and shall advise that the respondent may request a hearing, that the request for a hearing will not stop the effectiveness of the temporary order and that respondent's failure to request a hearing within 30 days after the date of the entry of the temporary order shall constitute an admission of any facts alleged therein and shall constitute sufficient basis to make the temporary order final. Any provision of this paragraph (2) to the contrary notwithstanding, the Secretary of State may not pursuant to the provisions of this paragraph (2) suspend the registration of a dealer, limited Canadian dealer, salesperson, investment adviser, or investment adviser representative based upon sub‑paragraph (n) of paragraph (l) of subsection E of Section 8 of this Act or revoke the registration of securities or revoke the registration of any dealer, salesperson, investment adviser representative, or investment adviser.
(3) The Secretary of State may issue a temporary order suspending or delaying the effectiveness of any registration of securities under subsection A or B of Section 5, 6 or 7 of this Act subsequent to and upon the basis of the issuance of any stop, suspension or similar order by the Securities and Exchange Commission with respect to the securities which are the subject of the registration under subsection A or B of Section 5, 6 or 7 of this Act, and the order shall become effective as of the date and time of effectiveness of the Securities and Exchange Commission order and shall be vacated automatically at such time as the order of the Securities and Exchange Commission is no longer in effect.
(4) When the Secretary of State finds that an application for registration as a dealer, salesperson, investment adviser, or investment adviser representative should be denied, the Secretary of State may enter an order denying the registration. Immediately after taking such action, the Secretary of State shall deliver a copy of the order to the respondent named therein by personal service or registered mail or certified mail, return receipt requested. The order shall state the grounds for the action and that the matter will be set for hearing upon written request filed with the Secretary of State within 30 days after the receipt of the request by the respondent. The respondent's failure to request a hearing within 30 days after receipt of the order shall constitute an admission of any facts alleged therein and shall make the order final. If a hearing is held, the Secretary of State shall affirm, vacate, or modify the order.
(5) The findings and decision of the Secretary of State upon the conclusion of each final hearing held pursuant to this subsection shall be set forth in a written order signed on behalf of the Secretary of State by his or her designee and shall be filed as a public record. All hearings shall be held before a person designated by the Secretary of State, and appropriate records thereof shall be kept.
(6) Notwithstanding the foregoing, the Secretary of State, after notice and opportunity for hearing, may at his or her discretion enter into an agreed settlement, stipulation or consent order with a respondent in accordance with the provisions of the Illinois Administrative Procedure Act. The provisions of the agreed settlement, stipulation or consent order shall have the full force and effect of an order issued by the Secretary of State.
(7) Anything in this Act to the contrary notwithstanding, whenever the Secretary of State finds that a person is currently expelled from, refused membership in or association with, or limited in any material capacity by a self‑regulatory organization registered under the Federal 1934 Act or the Federal 1974 Act because of a fraudulent or deceptive act or a practice in violation of a rule, regulation, or standard duly promulgated by the self‑regulatory organization, the Secretary of State may, at his or her discretion, enter a Summary Order of Prohibition, which shall prohibit the offer or sale of any securities, mineral investment contract, or mineral deferred delivery contract by the person in this State. The order shall take effect immediately upon its entry. Immediately after taking the action the Secretary of State shall deliver a copy of the order to the named Respondent by personal service or registered mail or certified mail, return receipt requested. A person who is the subject of an Order of Prohibition may petition the Secretary of State for a hearing to present evidence of rehabilitation or change in circumstances justifying the amendment or termination of the Order of Prohibition.
G. No administrative action shall be brought by the Secretary of State for relief under this Act or upon or because of any of the matters for which relief is granted by this Act after the earlier to occur of (i) 3 years from the date upon which the Secretary of State had notice of facts which in the exercise of reasonable diligence would lead to actual knowledge of the alleged violation of the Act, or (ii) 5 years from the date on which the alleged violation occurred.
H. The action of the Secretary of State in denying, suspending, or revoking the registration of a dealer, limited Canadian dealer, salesperson, investment adviser, or investment adviser representative, in prohibiting any person from engaging in the business of offering or selling securities as a dealer, limited Canadian dealer, or salesperson, in prohibiting or suspending the offer or sale of securities by any person, in prohibiting a person from acting as an investment adviser, federal covered investment adviser, or investment adviser representative, in denying, suspending, or revoking the registration of securities, in prohibiting or suspending the offer or sale or proposed offer or sale of securities, in imposing any fine for violation of this Act, or in issuing any order shall be subject to judicial review in the Circuit Courts of Cook or Sangamon Counties in this State. The Administrative Review Law shall apply to and govern every action for the judicial review of final actions or decisions of the Secretary of State under this Act.
I. Notwithstanding any other provisions of this Act to the contrary, whenever it shall appear to the Secretary of State that any person is engaged or about to engage in any acts or practices which constitute or will constitute a violation of this Act or of any rule or regulation prescribed under authority of this Act, the Secretary of State may at his or her discretion, through the Attorney General take any of the following actions:
(1) File a complaint and apply for a temporary
(e) The answer must be filed with the court
J. In no case shall the Secretary of State, or any of his or her employees or agents, in the administration of this Act, incur any official or personal liability by instituting an injunction or other proceeding or by denying, suspending or revoking the registration of a dealer or salesperson, or by denying, suspending or revoking the registration of securities or prohibiting the offer or sale of securities, or by suspending or prohibiting any person from acting as a dealer, limited Canadian dealer, salesperson, investment adviser, or investment adviser representative or from offering or selling securities.
K. No provision of this Act shall be construed to require or to authorize the Secretary of State to require any investment adviser or federal covered investment adviser engaged in rendering investment supervisory services to disclose the identity, investments, or affairs of any client of the investment adviser or federal covered investment adviser, except insofar as the disclosure may be necessary or appropriate in a particular proceeding or investigation having as its object the enforcement of this Act.
L. Whenever, after an examination, investigation or hearing, the Secretary of State deems it of public interest or advantage, he or she may certify a record to the State's Attorney of the county in which the act complained of, examined or investigated occurred. The State's Attorney of that county within 90 days after receipt of the record shall file a written statement at the Office of the Secretary of State, which statement shall set forth the action taken upon the record, or if no action has been taken upon the record that fact, together with the reasons therefor, shall be stated.
M. The Secretary of State may initiate, take, pursue, or prosecute any action authorized or permitted under Section 6d of the Federal 1974 Act.
N. (1) Notwithstanding any provision of this Act to the contrary, to encourage uniform interpretation, administration, and enforcement of the provisions of this Act, the Secretary of State may cooperate with the securities agencies or administrators of one or more states, Canadian provinces or territories, or another country, the Securities and Exchange Commission, the Commodity Futures Trading Commission, the Securities Investor Protection Corporation, any self‑regulatory organization, and any governmental law enforcement or regulatory agency.
(2) The cooperation authorized by paragraph (1) of this subsection includes, but is not limited to, the following:
(a) establishing or participating in a central
(d) filing and prosecuting a joint civil or criminal
(f) sharing and exchanging information and
(Source: P.A. 92‑308, eff. 1‑1‑02; 93‑580, eff. 8‑21‑03.)
(815 ILCS 5/11.5)
Sec. 11.5. Securities exchange registration.
(a) A person shall not operate a securities exchange in this State unless it has been registered with the Secretary of State.
(b) The Secretary of State shall adopt rules or regulations necessary to carry out the provisions of this Section, including rules or regulations prescribing:
(1) The fees for the registration of a securities
(d) The Secretary of State may deny, suspend, or revoke the registration of a securities exchange if the Securities Director, or his her designee, determines that such action is in the public interest and the provisions of subsection (a) of this Section are applicable to the person who applied for the registration of a securities exchange.
(e) A securities exchange located in this State shall not allow the trading of a security in this State unless it is issued by an issuer that has complied with the requirements of this Act and any other applicable requirements of federal or State law.
(f) Any transaction, solicitation, or other activity directly related to the purchase, sale, or other transfer of securities listed on a securities exchange located in this State shall be deemed to be a transaction in this State.
(g) The Secretary of State may establish reasonable fees by rule or regulation.
(h) A registered dealer or salesperson shall not use a securities exchange to effect or report any transaction concerning a security unless the securities exchange is registered with the Secretary of State or is excluded from the provisions of Section 2.28 and this Section of the Act.
(Source: P.A. 89‑209, eff. 1‑1‑96.)
(815 ILCS 5/11a) (from Ch. 121 1/2, par. 137.11a)
Sec. 11a. Fees.
(1) The Secretary of State shall by rule or regulation impose and shall collect reasonable fees necessary for the administration of this Act including, but not limited to, fees for the following purposes:
(a) filing an application pursuant to paragraph (2)
(ii) a Securities Audit and Enforcement Fund
(ii) notification filing of federal Regulation D,
(Source: P.A. 90‑70, eff. 7‑8‑97; 91‑357, eff. 7‑29‑99.)
(815 ILCS 5/11b) (from Ch. 121 1/2, par. 137.11b)
Sec. 11b. Special funds. All moneys received by the State of Illinois in furtherance of activities, duties, and responsibilities under the Illinois Securities Law of 1953 from government or non‑governmental sources, except funds received pursuant to Section 981, 982, or 1963 of Title 18 of the United States Code, which shall be deposited into the Securities Audit and Enforcement Fund, and funds payable as specific grants or the fines, payments, or fees required under Section 5, 6, 7, or 8, or in connection with violations of Section 12 of this Act, the Business Opportunity Sales Law of 1995, the Illinois Business Brokers Act of 1995, or the Illinois Loan Brokers Act of 1995 to be deposited into the Securities Investors Education Fund or the Securities Audit and Enforcement Fund, shall be placed in the General Revenue Fund of the State treasury.
(Source: P.A. 93‑580, eff. 8‑21‑03.)
(815 ILCS 5/11c) (from Ch. 121 1/2, par. 137.11c)
Sec. 11c. Securities Audit and Enforcement Fund.
(a) All moneys received by the Secretary of State as a Securities Audit and Enforcement Fund fee or pursuant to Section 981, 982, or 1963 of Title 18 of the United States Code shall be deposited into the Securities Audit and Enforcement Fund, a special fund hereby created in the State Treasury. The moneys in the fund shall be used, subject to appropriation, by the Secretary of State exclusively for the expenses of that office incurred in the administration of the duties and obligations imposed under this Act, the Business Opportunity Sales Law of 1995, the Illinois Business Brokers Act of 1995, or the Illinois Loan Brokers Act of 1995.
(b) All interest or other income earned from the investment of moneys in the fund shall be deposited into the fund.
(Source: P.A. 89‑209, eff. 1‑1‑96.)
(815 ILCS 5/12) (from Ch. 121 1/2, par. 137.12)
Sec. 12. Violation. It shall be a violation of the provisions of this Act for any person:
A. To offer or sell any security except in accordance with the provisions of this Act.
B. To deliver to a purchaser any security required to be registered under Section 5, Section 6 or Section 7 hereof unless accompanied or preceded by a prospectus that meets the requirements of the pertinent subsection of Section 5 or of Section 6 or of Section 7.
C. To act as a dealer, salesperson, investment adviser, or investment adviser representative, unless registered as such, where such registration is required, under the provisions of this Act.
D. To fail to file with the Secretary of State any application, report or document required to be filed under the provisions of this Act or any rule or regulation made by the Secretary of State pursuant to this Act or to fail to comply with the terms of any order of the Secretary of State issued pursuant to Section 11 hereof.
E. To make, or cause to be made, (1) in any application, report or document filed under this Act or any rule or regulation made by the Secretary of State pursuant to this Act, any statement which was false or misleading with respect to any material fact or (2) any statement to the effect that a security (other than a security issued by the State of Illinois) has been in any way endorsed or approved by the Secretary of State or the State of Illinois.
F. To engage in any transaction, practice or course of business in connection with the sale or purchase of securities which works or tends to work a fraud or deceit upon the purchaser or seller thereof.
G. To obtain money or property through the sale of securities by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading.
H. To sign or circulate any statement, prospectus, or other paper or document required by any provision of this Act or pertaining to any security knowing or having reasonable grounds to know any material representation therein contained to be false or untrue.
I. To employ any device, scheme or artifice to defraud in connection with the sale or purchase of any security, directly or indirectly.
J. When acting as an investment adviser, investment adviser representative, or federal covered investment adviser, by any means or instrumentality, directly or indirectly:
(1) To employ any device, scheme or artifice to
(1) To employ any device, scheme, or artifice to
(Source: P.A. 93‑580, eff. 8‑21‑03.)
(815 ILCS 5/13) (from Ch. 121 1/2, par. 137.13)
Sec. 13. Private and other civil remedies; securities.
A. Every sale of a security made in violation of the provisions of this Act shall be voidable at the election of the purchaser exercised as provided in subsection B of this Section; and the issuer, controlling person, underwriter, dealer or other person by or on behalf of whom said sale was made, and each underwriter, dealer or salesperson who shall have participated or aided in any way in making the sale, and in case the issuer, controlling person, underwriter or dealer is a corporation or unincorporated association or organization, each of its officers and directors (or persons performing similar functions) who shall have participated or aided in making the sale, shall be jointly and severally liable to the purchaser as follows:
(1) for the full amount paid, together with interest
B. Notice of any election provided for in subsection A of this Section shall be given by the purchaser within 6 months after the purchaser shall have knowledge that the sale of the securities to him or her is voidable, to each person from whom recovery will be sought, by registered mail or certified mail, return receipt requested, addressed to the person to be notified at his or her last known address with proper postage affixed, or by personal service.
C. No purchaser shall have any right or remedy under this Section who shall fail, within 15 days from the date of receipt thereof, to accept an offer to repurchase the securities purchased by him or her for a price equal to the full amount paid therefor plus interest thereon and less any income thereon as set forth in subsection A of this Section. Every offer of repurchase provided for in this subsection shall be in writing, shall be delivered to the purchaser or sent by registered mail or certified mail, return receipt requested, addressed to the purchaser at his or her last known address, and shall offer to repurchase the securities sold for a price equal to the full amount paid therefor plus interest thereon and less any income thereon as set forth in subsection A of this Section. Such offer shall continue in force for 15 days from the date on which it was received by the purchaser, shall advise the purchaser of his or her rights and the period of time limited for acceptance thereof, and shall contain such further information, if any, as the Secretary of State may prescribe. Any agreement not to accept or refusing or waiving any such offer made during or prior to said 15 days shall be void.
D. No action shall be brought for relief under this Section or upon or because of any of the matters for which relief is granted by this Section after 3 years from the date of sale; provided, that if the party bringing the action neither knew nor in the exercise of reasonable diligence should have known of any alleged violation of subsection E, F, G, H, I or J of Section 12 of this Act which is the basis for the action, the 3 year period provided herein shall begin to run upon the earlier of:
(1) the date upon which the party bringing the
F. Anything in this Act to the contrary notwithstanding and in addition to all other remedies, the Secretary of State through the Office of the Attorney General may bring an action in any circuit court of the State of Illinois in the name and on behalf of the State of Illinois against any person or persons participating in or about to participate in a violation of this Act to enjoin those persons who are continuing or doing any act in violation of this Act or to enforce compliance with this Act. Upon a proper showing the court may grant a permanent or preliminary injunction or temporary restraining order without bond, and may order the defendant to make an offer of rescission of any sales or purchases of securities determined by the court to be unlawful under this Act. The court shall further have jurisdiction and authority, in addition to the other penalties and remedies in this Act provided, to act or appoint another person as a receiver, conservator, ancillary receiver or ancillary conservator for the defendant or the defendant's assets located in this State and may assess costs against the defendant for the use of the State.
G. (1) Whenever any person has engaged or is about to engage in any act or practice constituting a violation of this Act, any party in interest may bring an action in the circuit court of the county in which the party in interest resides, or where the person has his, her or its principal office or registered office or where any part of the transaction has or will take place, to enjoin that person from continuing or doing any act in violation of or to enforce compliance with this Act. Upon a proper showing, the court shall grant a permanent or preliminary injunction or temporary restraining order or rescission of any sales or purchases of securities determined to be unlawful under this Act, and may assess costs of the proceedings against the defendant.
(2) A copy of the complaint shall be served upon the Secretary of State within one business day of filing in the form and manner prescribed by the Secretary of State by rule or regulation; provided, that the failure to comply with this provision shall not invalidate the action which is the subject of the complaint.
H. Any provision of this Section 13 to the contrary notwithstanding, neither the civil remedies provided in subsection A of this Section 13 nor the remedies of rescission and appointment of a receiver, conservator, ancillary receiver or ancillary conservator provided in subsection I of Section 11 of this Act and in subsections F and G of this Section 13 of this Act nor the remedies of restitution, damages or disgorgement of profits provided in subsection I of Section 11 of this Act shall be available against any person by reason of the failure to file with the Secretary of State, or on account of the contents of, any notice filing under Section 2a of this Act or subsection C‑5 of Section 8 of this Act or any report of sale provided for in subsection G or P of Section 4, paragraph (2) of subsection D of Sections 5 and 6, or paragraph (2) of subsection F of Section 7 of this Act.
(Source: P.A. 89‑209, eff. 1‑1‑96; 89‑626, eff. 8‑9‑96; 90‑70, eff. 7‑8‑97.)
(815 ILCS 5/14) (from Ch. 121 1/2, par. 137.14)
Sec. 14. Sentence.
A. Any person who violates any of the provisions of subsection A, B, C, or D of Section 12 or paragraph (3) of subsection K of Section 12 of this Act shall be guilty of a Class 4 felony.
B. Any person who violates any of the provisions of subsection E, F, G, H, I, or J, paragraph (1) or (2) of subsection K, or subsection L of Section 12 of this Act shall be guilty of a Class 3 felony.
B‑5. A person who violates a provision of subsection E, F, G, H, I, or J or paragraph (1) or (2) of subsection K of Section 12 of this Act by use of a plan, program, or campaign that is conducted using one or more telephones for the purpose of inducing the purchase or sale of securities is guilty of a Class 2 felony.
B‑10. A person who in the course of violating a provision of subsection E, F, G, H, I, or J or paragraph (1) or (2) of subsection K of Section 12 of this Act induces a person 60 years of age or older to purchase or sell securities is guilty of a Class 2 felony.
C. No prosecution for violation of any provision of this Act shall bar or be barred by any prosecution for the violation of any other provision of this Act or of any other statute; but all prosecutions under this Act or based upon any provision of this Act must be commenced within 3 years after the violation upon which such prosecution is based; provided however, that if the accused has intentionally concealed evidence of a violation of subsection E, F, G, H, I, J, or K of Section 12 of this Act, the period of limitation prescribed herein shall be extended up to an additional 2 years after the proper prosecuting officer becomes aware of the offense but in no such event shall the period of limitation so extended be more than 2 years beyond the expiration of the period otherwise applicable.
D. For the purposes of this Act all persons who shall sell or offer for sale, or who shall purchase or offer to purchase, securities in violation of the provisions of this Act, or who shall in any manner knowingly authorize, aid or assist in any unlawful conduct under this Act shall be deemed equally guilty, and may be tried and punished in the county in which said unlawful sale or offering for sale or unlawful purchase or offer to purchase was made, or in the county in which the securities so sold or offered for sale or so purchased or offered to be purchased were delivered or proposed to be delivered to the purchaser thereof or by the seller thereof, as the case may be.
E. Any person who shall be convicted of a second or any subsequent offense specified in subsection A, B, C, D, or paragraph (3) of subsection K of Section 12 of this Act shall be guilty of a Class 3 felony, and any person who shall be convicted of a second or any subsequent offense specified in subsection E, F, G, H, I, J, or paragraph (1) or (2) of subsection K of Section 12 of this Act shall be guilty of a Class 2 felony.
F. If any person referred to in this Section is not a natural person, it may upon conviction of a first offense be fined up to $25,000, and if convicted of a second and subsequent offense, may be fined up to $50,000, in addition to any other sentence authorized by law.
G. This Act shall not be construed to repeal or affect any law now in force relating to the organization of corporations in this State or the admission of any foreign corporation to do business in this State.
H. For the purposes of this Act, all persons who sell or offer for sale, or who purchase or offer to purchase any mineral investment contract or mineral deferred delivery contract in violation of the provisions of this Act or who, in any manner, knowingly authorize, aid, or assist in any unlawful sale or offer for sale or unlawful purchase or offer to purchase any mineral investment contract or mineral deferred delivery contract shall be deemed equally guilty and may be tried and punished in the county in which the unlawful sale or offer for sale or unlawful purchase or offer to purchase any mineral investment contract or mineral deferred delivery contract was made or in the county in which the mineral investment contract or mineral deferred delivery contract so sold or offered for sale or so purchased or offered to be purchased was delivered or proposed to be delivered to the purchaser thereof or by the seller thereof, as the case may be, or in Sangamon County.
(Source: P.A. 92‑308, eff. 1‑1‑02; 93‑580, eff. 8‑21‑03.)
(815 ILCS 5/15) (from Ch. 121 1/2, par. 137.15)
Sec. 15. Evidentiary matters. A. In any action, administrative, civil or criminal, where a defense is based upon any exemption provided for in this Act, the burden of proving such exemption shall be upon the party raising such defense.
B. In any action, administrative, civil or criminal, a certificate under the seal of the State of Illinois, signed by the Secretary of State, attesting to the filing of or the absence of any filing of any document or record with the Secretary of State under this Act, shall constitute prima facie evidence of such filing or of the absence of such filing, and shall be admissible in evidence in any such administrative, criminal or civil action.
C. In any action, administrative, civil or criminal, the Secretary of State may issue a certificate under the seal of the State of Illinois, signed by the Secretary of State, showing that any document or record is a true and exact copy, photostatic or otherwise, of the record or document on file with the Secretary of State under this Act; and such certified document or record shall be admissible in evidence with the same effect as the original document or record would have if actually produced.
D. Any certificate pursuant to subsection B or C of this Section 15 shall be furnished by the Secretary of State upon application therefor in the form and manner prescribed by the Secretary of State by rule or regulation, and shall be accompanied by payment of a certification fee in the amount specified in Section 11a of this Act, which shall not be returnable in any event.
(Source: P.A. 84‑869.)
(815 ILCS 5/15a) (from Ch. 121 1/2, par. 137.15a)
Sec. 15a. Issuance of Non‑Binding Statements. The Secretary of State, or any person designated by him or her, may issue a statement concerning the applicability of the Act or the rules and regulations thereunder to any transaction or proposed transaction which may be subject to the Act. No statement issued by the Secretary of State or his or her designee pursuant to this Section 15a shall be binding upon the Secretary of State or the State of Illinois, or shall be admissible in any administrative, civil or criminal action as, or shall otherwise constitute, a legal opinion of the Secretary of State. Each application for a statement pursuant to this Section 15a shall be filed with the Secretary of State in the form and manner prescribed by the Secretary of State by rule or regulation, and shall be accompanied by an application fee in the amount specified in Section 11a of this Act, which fee shall not be returnable in any event.
(Source: P.A. 84‑869.)
(815 ILCS 5/16) (from Ch. 121 1/2, par. 137.16)
Sec. 16. Saving clauses. Notwithstanding any repeal provisions of this Act, the provisions of the Act entitled "An Act relating to the sale or other disposition of securities and providing penalties for the violation thereof and to repeal Acts in conflict therewith," approved June 10, 1919, as amended, shall remain in force (1) for the prosecution and punishment of any person who, before the effective date of this Act, shall have violated any provision of said Act approved June 10, 1919, as amended; (2) for carrying out the terms of escrow agreements made pursuant to the provisions of said Act approved June 10, 1919, as amended, and (3) for the retention, enforcement and liquidation of deposits made with the Secretary of State pursuant to the provisions of Section 6a of said Act approved June 10, 1919, as amended, or of subsection E of Section 6 of "The Illinois Securities Law of 1953", approved July 13, 1953, as amended and in effect prior to January 1, 1986, which deposits, from and after January 1, 1986, shall be subject to the provisions of subsections G, H and I of Section 6 as if such deposits were made in respect of face amount certificate contracts which were registered under subsection B of Section 6 on or after January 1, 1986.
(Source: P.A. 84‑1308.)
(815 ILCS 5/17) (from Ch. 121 1/2, par. 137.17)
Sec. 17. Separability of provisions.
If any provision or provisions of this Act shall be held invalid, the remainder of this Act shall not be affected thereby.
(Source: Laws 1953, p. 1329.)
(815 ILCS 5/18) (from Ch. 121 1/2, par. 137.18)
Sec. 18. Repeal.
All the provisions of the Act entitled "An Act relating to the sale or other disposition of securities and providing penalties for the violation thereof and to repeal Acts in conflict therewith," approved June 10, 1919, as amended, except the provisions and parts of said Act continued in force and effect by Section 16 hereof, are hereby repealed.
(Source: Laws 1953, p. 1329.)
(815 ILCS 5/18.1)
Sec. 18.1. Additional fees. In addition to any other fee that the Secretary of State may impose and collect pursuant to the authority contained in Sections 4, 8, and 11a of this Act, beginning on July 1, 2003 the Secretary of State shall also collect the following additional fees:
All fees collected by the Secretary of State pursuant to this amendatory Act of the 93rd General Assembly shall be deposited into the General Revenue Fund in the State treasury.
(Source: P.A. 93‑32, eff. 7‑1‑03.)
(815 ILCS 5/19) (from Ch. 121 1/2, par. 137.19)
Sec. 19. Effective date.
This Act shall become effective January 1, 1954.
(Source: Laws 1953, p. 1329.)