(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, viatical investment, 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. 96-736, eff. 7-1-10.)
(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. (Repealed).
(Source: P.A. 90-667, eff. 7-30-98. Repealed by P.A. 101-563, eff. 8-23-19.)
(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 investment advisory services to
others for compensation and as part of a business, or who holds himself or
herself out as providing 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:
(3) any registered dealer or partner, officer, director or regular
employee of a registered dealer, or registered salesperson, whose
performance of these services, in each case, is solely incidental to the
conduct of the business of the registered dealer or registered salesperson,
as the case may be, and who receives no special compensation, directly or
indirectly, for such services;
(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. 101-563, eff. 8-23-19.)
(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:
With respect to a federal covered investment adviser, "investment adviser
representative" means any person who is an investment adviser representative
with a place of business in this State as such terms are defined by the
Securities and Exchange Commission under Section 203A of the Federal 1940
Investment Advisers Act.
(Source: P.A. 101-563, eff. 8-23-19.)
(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:
Nothing herein shall affect the jurisdiction or authority of the
Commodity Futures Trading Commission under the Federal 1936 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 (i) the means
that constitute "physical delivery" of a metal or mineral and (ii) the term
"between merchants".
(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. 95-331, eff. 8-21-07.)
(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 5/2.33)
Sec. 2.33. Viatical investment. "Viatical investment"
means the contractual right to receive any portion of the death
benefit or ownership of a life insurance policy or certificate
for consideration that is less than the expected death benefit
of the life insurance policy or certificate. "Viatical
investment" does not include:
(Source: P.A. 96-736, eff. 7-1-10.)
(815 ILCS 5/2.34)
Sec. 2.34. Accredited investor. "Accredited investor" has the
meaning given to that term in 17 CFR 230.501(a), as amended and in effect from time to time.
(Source: P.A. 99-182, eff. 1-1-16.)
(815 ILCS 5/2.35)
Sec. 2.35. Qualified escrowee. "Qualified escrowee" means a person, firm, partnership, association, corporation, or other legal entity who: (a) falls under the definition of "title insurance company" under, and pursuant to the terms and requirements of, the Title Insurance Act, or is otherwise an agent or affiliate of such title
insurance company who is approved by such title insurance company to act under this Section and pursuant to the terms and requirements of the Title Insurance Act, and which maintains at least one physical business
location within the State; (b) is certified as an independent escrowee under, and pursuant to the terms and requirements of, the Title Insurance Act; or (c) is a bank, regulated trust company, savings bank, savings and loan association, or credit union, registered
broker-dealer, or law firm which is authorized to do business in the State and which maintains at least one physical business location within the State.
(Source: P.A. 99-182, eff. 1-1-16; 100-507, eff. 6-1-18.)
(815 ILCS 5/2.36)
Sec. 2.36. Registered Internet portal. "Registered Internet portal"
means an Internet portal maintained by a corporation or other legal
entity that is being used to offer or sell securities and
that meets the requirements of Section 8d of this Act.
(Source: P.A. 99-182, eff. 1-1-16.)
(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:
(Source: P.A. 101-292, eff. 1-1-20.)
(815 ILCS 5/3.5)
Sec. 3.5. Authority of Secretary of State. Notwithstanding any other law, the Secretary of State has the authority to enforce this Act as it pertains to the offer, sale, or investment advice concerning a covered security as defined by Section 2.29.
(Source: P.A. 101-563, eff. 8-23-19.)
(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:
The exemption provided in this subsection F shall apply only if the offer
or sale is made in good faith and not for the purpose of avoiding any of
the provisions of this Act, and only if the offer or sale is not made for the
direct or indirect benefit of the issuer of the securities, or the
controlling person in respect of such issuer.
G. (1) Any offer, sale or issuance of a security, whether to residents or to non-residents of this State, where:
(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.
B. Registration by Qualification. Securities may be registered by
qualification in the manner provided in this subsection B.
C. Pending Application, Filing Fee and Oversales of Securities.
D. Effective Period and Sales Reports.
E. Renewal of Registration. A registration of securities in effect
under subsection A of this Section 5 or subsection B of this Section 5 if a
registration statement or post-effective amendment is then in effect under the
Federal 1933 Act may be renewed for the amount of
securities which remain unsold under such registration as then in effect,
by the issuer, by a controlling person or by a registered dealer by filing
an application for renewal with the Secretary of State no later than 10
business days
prior to the date (or such lesser period as the Secretary of State may
prescribe by rule or regulation) upon which such registration would otherwise
expire, 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 equal in amount to a registration fee calculated in accordance with
paragraph (1) of subsection C of this Section 5 and based upon the amount
of securities initially registered for sale in this State but which remain
unsold; except that the "maximum aggregate price" of such securities shall
be the applicant's bona fide estimate thereof at the time the application
for renewal of registration is filed with the Secretary of State pursuant
to this subsection E. A renewal of registration of securities shall take
effect as of the date and time that the prior registration under subsection
A of this Section 5 or prior renewal under this subsection E would
otherwise have expired and thereafter shall be deemed to be a new
registration of the amount of unsold securities specified in the
application for renewal. 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 that a registration may be renewed.
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.
B. Registration of Face Amount Certificate Contracts by Qualification.
Face amount certificate contracts may be registered by qualification in the
manner provided in this subsection B.
C. Pending Application and Filing Fee. No
application for registration of face amount certificate contracts
shall be deemed to be filed or pending and no face amount certificate
contracts covered by such application shall be deemed to be
registered under subsection A of this Section 6 unless a filing fee
in the amount established pursuant to Section 11a of
this Act has been paid, which shall not be returnable in any event.
No application for registration of face amount certificate contracts
shall be deemed to be filed or pending and no face amount certificate
contracts covered by such application shall be deemed to be registered
under subsection B of this Section 6 unless the examination fee and filing
fee established pursuant to Section 11a of this Act have been paid, which
fees shall not be returnable in any event.
D. Effective Period and Sales Reports.
E. 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.
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.
B. Registration of Investment Fund Shares by Qualification. Investment
fund shares may be registered by qualification in the manner
provided in this subsection B.
C. Pending Application and Filing Fee. No application for registration
of investment fund shares shall be deemed to be filed or pending and no
investment fund shares covered by such application shall be deemed to be
registered under subsection A of this Section 7 unless a filing fee in the
amount established pursuant to Section 11a of this Act has been paid, which
fee shall not be returnable in any event. No application shall be deemed to
be filed or pending and no investment fund shares covered by such application
shall be
deemed to be registered under subsection B of this Section 7 unless the
examination fee and filing fee established pursuant to Section 11a of this
Act have been paid, which fees shall not be returnable in any event.
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.
G. Renewal of Registration. A registration of investment fund
shares in effect under subsection A or B of this Section 7 may be renewed
by the
issuer by filing an application for renewal of registration 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
securities shall take effect as of the date and time that the prior
registration under subsection A of this Section 7 or prior renewal under
this paragraph (1) would otherwise have expired (or such alternative date as
the Secretary of State may prescribe by rule or regulation) and thereafter
shall be deemed to be a new registration of the investment fund shares
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.
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, 11-14.3, 11-14.4 as described in subdivision (a)(1), (a)(2), or (a)(3) or that involves soliciting for a juvenile prostitute, 11-15, 11-15.1, 11-16, 11-17, 11-19 or 11-19.1 of the
Criminal Code of 1961 or the Criminal Code of 2012, 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. 96-1551, eff. 7-1-11; 97-1150, eff. 1-25-13.)
(815 ILCS 5/8) (from Ch. 121 1/2, par. 137.8)
Sec. 8. Registration of dealers, limited Canadian dealers, Internet portals,
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:
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:
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:
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:
The Secretary of State may by order waive the examination requirement for an
applicant for registration under this subsection D-5 who has had the experience
or education relating to the investment advisory or securities business as may
be determined by the Secretary of State to be the equivalent of the
examination. A request for a waiver shall be filed with the Secretary of State
in the form as may be prescribed by rule or order.
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, Internet portal, 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, Internet portal, or investment adviser:
(2) If the Secretary of State finds that any registrant or applicant for
registration is no longer in existence or has ceased to do business as a
dealer, limited Canadian dealer, Internet portal, salesperson, investment
adviser, or investment adviser representative, or is subject to an
adjudication
as a person under legal disability or to the control of a
guardian, or cannot be located after reasonable search, or has failed
after written notice to pay to the Secretary of State any additional fee
prescribed by this Section or specified by rule or regulation, the Secretary of State may by order cancel the
registration or application.
(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, Internet portals, 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, Internet portal, 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, Internet portals, 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, Internet portal, 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)(a) Every registered dealer, limited Canadian dealer, Internet portal, 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.
(b) Every registered dealer, limited Canadian dealer, Internet portal, and investment adviser shall provide to the Secretary of State, upon request, such accounts, correspondence, memoranda, papers, books, and records as the Secretary of State may by rule or regulation prescribe, that it possesses and that it preserves for periods of longer than 3 years.
(2) Every registered dealer, limited Canadian dealer, Internet portal, 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, Internet portal, or investment
advisor, provided that the
dealer, limited Canadian dealer, Internet portal, 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, Internet portal, 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. (Blank).
(Source: P.A. 100-872, eff. 8-14-18; 101-563, eff. 8-23-19.)
(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:
(b) The Secretary of State may adopt rules or regulations necessary to
implement or enforce this Section.
(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 5/8d)
Sec. 8d. Offerings made through
registered Internet portals.
(a) An issuer shall make an offering or
sale of securities pursuant to subsection T of Section 4 of this Act
through the use of one or more registered Internet portals.
(b) The Internet portal:
(c) If any change occurs in the information submitted by,
or on behalf of, an Internet portal to the Secretary of State,
the Internet portal shall notify the Secretary of State within 10
days after such change occurs and shall provide the Secretary of
State with such additional information (if any) requested by the
Secretary of State in connection therewith.
(d) Notwithstanding anything contained in this Act to the
contrary, neither an Internet portal nor its owning or operating
entity is required to register as a dealer or an
investment advisor under this Act if each of the following applies
with respect to the Internet portal and its owning or operating
entity:
(e) Upon completion of an offering made pursuant to subsection T of Section 4, each registered Internet portal involved with the transactions (and the issuer, to the extent applicable) shall store any and all electronic materials related to the completed offering (including copies of all offering documents, all offering materials, and all purchaser information) on a secure, non-public, server or in such other manner as the Secretary of State may hereafter deem acceptable by rule.
(f) Notwithstanding anything contained in this Act to the
contrary, in connection with any offering or sale of securities
pursuant to subsection T of Section 4 of this Act, the hosting
registered Internet portal may elect, in its discretion, to
accept as compensation (in whole or part) for the services
provided in connection with the subject offering:
(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, Internet portal, 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, Internet portals,
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:
D. (1) For the purpose of all investigations, audits, examinations, or
inspections which in the opinion
of the Secretary of State are necessary and proper for the enforcement
of this Act, the Secretary of State or a person designated by him or
her is empowered to administer oaths and affirmations, subpoena witnesses,
take evidence, and require, by subpoena or other lawful means provided by
this Act or the rules adopted by the Secretary of State,
the production of any books and records, papers,
or other
documents which the Secretary of State or a person designated by him
or her deems relevant or material to the inquiry.
(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:
F. (1) The Secretary of State shall not deny, suspend or revoke the
registration of securities, suspend or revoke the registration of a
dealer, Internet portal, salesperson, investment adviser, or investment adviser
representative, prohibit or suspend the
offer or sale of any securities, prohibit or suspend any person from
offering or selling any securities in this State, prohibit or
suspend a dealer or salesperson from engaging in the business of selling or
offering for sale securities, prohibit or suspend a person from acting as
an investment adviser or federal covered investment adviser, or investment
adviser representative, impose any
fine for violation of this Act, issue an
order of public censure, or enter into an agreed settlement except after an
opportunity for hearing upon not less than 10 days notice given by personal
service or registered mail or certified mail, return receipt requested, to
the person or persons concerned. Such notice shall state the date and time
and place of the hearing and shall contain a brief statement of
the proposed action of the Secretary of State and the grounds for
the proposed action. A failure to appear at the hearing or
otherwise respond to the allegations set forth in the notice of
hearing shall constitute an admission of any facts alleged therein and shall
constitute sufficient basis to enter an order.
(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, Internet portal, 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, Internet portal, 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, Internet portal, 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:
The court shall further have jurisdiction and authority, in addition to the
penalties and other remedies in this Act provided, to enter an order for
the appointment of the court or a person as a receiver, conservator,
ancillary receiver or ancillary conservator for the defendant or the
defendant's assets located in this State, or to require restitution,
damages or disgorgement of profits on behalf of the person or persons
injured by the act or practice constituting the subject matter of the
action, and may assess costs against the defendant for the use of the
State; provided, however, that the civil remedies of rescission and
appointment of a receiver, conservator, ancillary receiver
or ancillary conservator shall not 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 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. Appeals may be
taken as in other civil cases.
I-5. Property forfeited under this Section is subject to reporting under the Seizure and Forfeiture Reporting Act.
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:
(Source: P.A. 99-182, eff. 1-1-16; 100-512, eff. 7-1-18; 100-699, eff. 8-3-18.)
(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:
(c) The Securities Director, or his or her designee, shall investigate the
qualifications of each person who applies to the Secretary of State for the
registration of a securities exchange. The applicant shall pay the cost of the
investigation.
(d) The Secretary of State may deny, suspend, or revoke the registration of
a
securities exchange if the Securities Director, or his or 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. 98-756, eff. 7-16-14.)
(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:
(2) The Secretary of State may, by rule or regulation, raise or lower
any fee imposed by, and which he or she is authorized by law to collect
under, this Act.
(Source: P.A. 99-78, eff. 7-20-15; 99-182, eff. 1-1-16.)
(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:
(Source: P.A. 101-563, eff. 8-23-19.)
(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, Internet portal, or salesperson who shall have participated or
aided in any way in making the sale, and in case the
issuer, controlling person, underwriter, dealer, or Internet portal 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:
If the purchaser shall
prevail in any action brought to enforce any of the remedies provided in
this subsection, the court shall assess costs together with the
reasonable fees and expenses of the purchaser's attorney against the defendant.
Any provision of this subsection A to the contrary
notwithstanding, the civil remedies provided in this subsection A shall not
be available against any person by reason of the failure to file with the
Secretary of State, or on account of the content of, 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.
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:
E. The term purchaser as used in this Section shall include the
personal representative or representatives of the purchaser.
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. 98-174, eff. 8-5-13; 99-182, eff. 1-1-16.)
(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, 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. 100-201, eff. 8-18-17.)
(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:
Investment fund shares notification filing and annual notification filing:
$800 plus $80 for each series, class, or portfolio.
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. 99-182, eff. 1-1-16.)
(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.)
Structure Illinois Compiled Statutes
Chapter 815 - BUSINESS TRANSACTIONS
815 ILCS 5/ - Illinois Securities Law of 1953.
815 ILCS 10/ - Uniform TOD Security Registration Act.
815 ILCS 105/ - Promissory Note and Bank Holiday Act. (Part 1)
815 ILCS 115/ - Actions to Enforce Payment Act.
815 ILCS 120/ - Illinois Fairness in Lending Act.
815 ILCS 121/ - Consumer Legal Funding Act.
815 ILCS 122/ - Payday Loan Reform Act.
815 ILCS 125/ - Foreign Corporation Lending Act.
815 ILCS 130/ - Revolving Charge Billing Act.
815 ILCS 135/ - Residential Improvement Loan Act.
815 ILCS 137/ - High Risk Home Loan Act.
815 ILCS 140/ - Credit Card Issuance Act.
815 ILCS 145/ - Credit Card Liability Act.
815 ILCS 150/ - Unsolicited Credit Card Act of 1977.
815 ILCS 155/ - Student Loans to Minors Act.
815 ILCS 160/ - Credit Agreements Act.
815 ILCS 165/ - Consumer Deposit Security Act of 1987.
815 ILCS 175/ - Illinois Loan Brokers Act of 1995.
815 ILCS 177/ - Tax Refund Anticipation Loan Reform Act.
815 ILCS 180/ - Collateral Protection Act.
815 ILCS 185/ - Loan Advertising to Bankrupts Act.
815 ILCS 301/ - Assistive Technology Warranty Act.
815 ILCS 302/ - Appliance Tag Act.
815 ILCS 303/ - Auction Sales Sign Act.
815 ILCS 305/ - Automatic Telephone Dialers Act.
815 ILCS 306/ - Automotive Repair Act.
815 ILCS 307/ - Illinois Business Brokers Act of 1995.
815 ILCS 308/ - Automotive Collision Repair Act.
815 ILCS 309/ - Bedbug Inspection Act.
815 ILCS 310/ - Bottled Water Act.
815 ILCS 312/ - Car-Sharing Program Act.
815 ILCS 315/ - Check Cashing Act.
815 ILCS 318/ - Companion Animal Cremation Act.
815 ILCS 320/ - Consignment of Art Act.
815 ILCS 325/ - Recyclable Metal Purchase Registration Law.
815 ILCS 330/ - Cotton Duck or Canvas Act.
815 ILCS 333/ - Uniform Electronic Transactions Act.
815 ILCS 338/ - Fair Food and Retail Delivery Act.
815 ILCS 340/ - Farm Implement Buyer Protection Act.
815 ILCS 345/ - Fine Prints Disclosure Act.
815 ILCS 350/ - Fraudulent Sales Act.
815 ILCS 355/ - Hot Water Heater Efficiency Act.
815 ILCS 357/ - Animal Parts and Products Ban Act.
815 ILCS 360/ - Lay Away Plan Act.
815 ILCS 362/ - Modular Housing Buyer Protection Act.
815 ILCS 365/ - Motor Fuel Sales Act.
815 ILCS 370/ - Motor Fuel and Petroleum Standards Act.
815 ILCS 375/ - Motor Vehicle Retail Installment Sales Act.
815 ILCS 380/ - New Vehicle Buyer Protection Act.
815 ILCS 385/ - Ophthalmic Advertising Act.
815 ILCS 390/ - Illinois Pre-Need Cemetery Sales Act.
815 ILCS 393/ - Plastic Bulk Merchandise Container Act.
815 ILCS 395/ - Platinum Sales Act.
815 ILCS 398/ - Resale Dealers Act.
815 ILCS 400/ - Resident Course Act.
815 ILCS 405/ - Retail Installment Sales Act.
815 ILCS 406/ - Retail Sale and Distribution of Novelty Lighters Prohibition Act.
815 ILCS 407/ - Sale or Pledge of Goods by Minors Act.
815 ILCS 408/ - Sale Price Ad Act.
815 ILCS 410/ - Second-hand Watch Act.
815 ILCS 413/ - Telephone Solicitations Act.
815 ILCS 414/ - Ticket Sale and Resale Act.
815 ILCS 415/ - Transportation Ticket Fraud Act.
815 ILCS 417/ - Title Page Act.
815 ILCS 420/ - Travel Promotion Consumer Protection Act.
815 ILCS 423/ - Uneconomic Practices Act.
815 ILCS 425/ - Illinois Union Label Act.
815 ILCS 430/ - Unsolicited Merchandise Act.
815 ILCS 435/ - Used Lubricant Act.
815 ILCS 440/ - Waste Oil Recovery Act.
815 ILCS 445/ - Yo-Yo Waterball Sales Prohibition Act.
815 ILCS 505/ - Consumer Fraud and Deceptive Business Practices Act.
815 ILCS 510/ - Uniform Deceptive Trade Practices Act.
815 ILCS 511/ - Electronic Mail Act.
815 ILCS 513/ - Home Repair and Remodeling Act.
815 ILCS 515/ - Home Repair Fraud Act.
815 ILCS 517/ - Internet Caller Identification Act.
815 ILCS 520/ - Pay-Per-Call Services Consumer Protection Act.
815 ILCS 525/ - Prizes and Gifts Act.
815 ILCS 530/ - Personal Information Protection Act.
815 ILCS 535/ - Taxpreparer Disclosure of Information Act.
815 ILCS 601/ - Automatic Contract Renewal Act.
815 ILCS 602/ - Business Opportunity Sales Law of 1995.
815 ILCS 603/ - Contractor Prompt Payment Act.
815 ILCS 605/ - Credit Services Organizations Act.
815 ILCS 610/ - Dance Studio Act.
815 ILCS 615/ - Dating Referral Services Act.
815 ILCS 616/ - Educational Planning Services Consumer Protection Act.
815 ILCS 617/ - Euro Conversion Act.
815 ILCS 620/ - Illinois Fair Invention Development Standards Act.
815 ILCS 625/ - Fire Damage Representation Agreement Act.
815 ILCS 628/ - In-Office Membership Care Act.
815 ILCS 630/ - Job Referral and Job Listing Services Consumer Protection Act.
815 ILCS 633/ - Military Personnel Cellular Phone Contract Termination Act.
815 ILCS 635/ - Illinois Membership Campground Act.
815 ILCS 636/ - Motor Vehicle Leasing Act.
815 ILCS 637/ - Music Licensing Fees Act.
815 ILCS 640/ - Personal Injury Representation Agreement Act.
815 ILCS 645/ - Physical Fitness Services Act.
815 ILCS 650/ - Private Seal Abolishment Act.
815 ILCS 655/ - Rental-Purchase Agreement Act.
815 ILCS 665/ - Building and Construction Contract Act.
815 ILCS 670/ - Illinois Residential Building Code Act.
815 ILCS 675/ - Snow Removal Service Liability Limitation Act.
815 ILCS 705/ - Franchise Disclosure Act of 1987.
815 ILCS 710/ - Motor Vehicle Franchise Act.