2023 Illinois Compiled Statutes › Chapter 815 - BUSINESS TRANSACTIONS › 815 ILCS 307/ - Illinois Business Brokers Act of 1995. › Article 10

(815 ILCS 307/Art. 10 heading)
ARTICLE 10
(815 ILCS 307/10-1)
Sec. 10-1. 
		Short title. 
		This Article may be cited as the
Illinois Business Brokers Act of 1995, and references in this Article to "this
Act" mean this Article.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 307/10-5)
Sec. 10-5. 
		Definitions. 
		As used in this Act, unless
the context otherwise requires, the terms defined in the
Sections of this Act following this Section and preceding Section 10-6 have the
meanings therein ascribed.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 307/10-5.10)
Sec. 10-5.10. 
		Business Broker. 
		"Business Broker"
means any person who is required to register under Section 10-10 of
this Act and, in return for a fee, commission, or
other compensation:
(1) promises to procure a business for any person or     assists any person in procuring a business from any third person;
(2) negotiates, offers, attempts or agrees to     negotiate the sale, exchange, or purchase of a business;
(3) buys, sells, offers to buy or sell or otherwise     deals in options on businesses;
(4) advertises or represents himself as a business     broker;
(5) assists or directs in the procuring of prospects     intended to result in the purchase, sale, or exchange of a business;
(6) offers, promotes, lists or agrees to offer,     promote, or list a business for sale, lease, or exchange.
(Source: P.A. 89-209, eff. 1-1-96; 90-70, eff. 7-8-97.)
(815 ILCS 307/10-5.15)
Sec. 10-5.15. 
		Business. 
		"Business" means an existing
business, goodwill of an existing business, or any interest
therein, or any one or combination thereof, where the
transaction is not a securities transaction involving
securities subject to the Illinois Securities Law of 1953, and wherein the sale
or
exchange of real estate is not the dominant element of the
transaction.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 307/10-5.16)
Sec. 10-5.16. 
		Client. 
		"Client" means any person who has signed an agreement
 with a business broker that provides for the services described in Section
10-5.10 for compensation.
(Source: P.A. 90-70, eff. 7-8-97.)
(815 ILCS 307/10-5.17)
Sec. 10-5.17. 
		Insolvency. 
		"Insolvency" means the rendering of a business
broker financially unable to perform any contractual obligations of its
business brokering duties.
(Source: P.A. 90-70, eff. 7-8-97.)
(815 ILCS 307/10-5.18)
Sec. 10-5.18. 
		Material. 
		"Material", when used to qualify a requirement for
the furnishing of information as to any subject, limits the information
required to those matters as to which there is a substantial likelihood that a
reasonable person would consider important.
(Source: P.A. 90-70, eff. 7-8-97.)
(815 ILCS 307/10-5.20)
Sec. 10-5.20. 
		Person. 
		"Person" means an individual,
a corporation, a partnership, an association, a joint stock
company, a limited liability company, a limited liability partnership, a
trust, any unincorporated organization, or any other entity.
(Source: P.A. 92-308, eff. 1-1-02.)
(815 ILCS 307/10-5.25)
Sec. 10-5.25. 
		Purchaser. 
		"Purchaser" means a person who enters into a
contract or agreement for the acquisition of a business or a person to whom an
offer to sell a business is directed.
(Source: P.A. 90-70, eff. 7-8-97.)
(815 ILCS 307/10-5.30)
Sec. 10-5.30. 
		Seller. 
		"Seller" means a person who sells or offers to sell a
business or any agent who directly or indirectly acts on behalf of such person,
except that a person acting as a business broker is neither a seller nor
purchaser.
(Source: P.A. 90-70, eff. 7-8-97.)
(815 ILCS 307/10-10)
Sec. 10-10. 
		Registration of business brokers. 
		Every
person engaging in the business of business brokering shall
be registered with the Office of the Secretary of State
pursuant to the provisions of this Act.
Persons employed, contracted by, or working on behalf of other persons who
are registered under this Act need not register separately;  provided that such
non-registered employed or contracted persons working for a business broker
have been identified in the registration submitted and proper fees, if any,
are paid.
(a) In order to be registered under this Act, a
business broker shall file an application for registration
with the Secretary of State.  The application for
registration shall contain, to the extent reasonably available to the
applicant:
(1) the disclosure document required under subsection     (b) of Section 10-30 of this Act and the form of disclosure statement proposed to be used under subsection (b)(1) of Section 10-30 of this Act;
(2) consent to service of process under subsection     (d) of this Section;
(3) a fee in the amount as provided for in subsection     (a) of Section 10-25 of this Act, and shall not be returnable in any event; and
(4) any other information deemed necessary by the     Secretary of State as prescribed by rule or regulation.
(b) Whenever the provisions of this Act have been
complied with, the Secretary of State shall issue a
certificate of registration to the applicant, authorizing
the applicant to engage in the business of business
brokering.
(c) An application for registration becomes effective
30 days after it is filed, unless an order of the Secretary
of State establishes an earlier effective date.  Every
registration is effective until January 1 of the year after
it goes into effect.
(d) Every applicant for registration shall file with
the Secretary of State, in such form as the Secretary of
State may prescribe by rule or regulation, an irrevocable
consent appointing the Secretary of State to be the
applicant's agent to receive service of any process in any
noncriminal suit, action, or proceeding against the
applicant arising from the violation of any provision of
this Act.
(e) The Secretary of State shall maintain a record, which shall be open
for public inspection, upon which shall be entered the name and address of each
business broker and all orders of the Secretary of State denying, suspending,
or revoking registration.  The Secretary of State may designate by rule
or order any statements, information, or reports submitted to
or filed with him or her pursuant to this Act which the Secretary of State
determines are of a sensitive nature and therefore should be exempt
from public disclosure.  Any statement, information, or reports determined
by the Secretary of State to be of a sensitive nature shall not be disclosed to
the public except upon consent of the person filing or submitting the
statement, information, or reports or by order of a court or in court
proceedings.
(Source: P.A. 90-70, eff. 7-8-97; 91-357, eff. 7-29-99.)
(815 ILCS 307/10-20)
Sec. 10-20. 
		Renewal of registration.
(a) A business broker may not continue engaging in
the business of business brokering unless the broker's
registration is renewed annually.  A business broker shall
renew the registration by filing with the Secretary of
State, at least 30 days before the expiration of the
registration, an application containing any information the
Secretary of State may require to indicate any material
change from the information contained in the applicant's
original application or any previous application.
(b) An application for renewal must be accompanied by
a filing fee in the amount specified in subsection (a) of Section 10-25 of
this Act, and shall not be returnable in any event.
(c) Notwithstanding the foregoing, applications for renewal of
registration of business brokers 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 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.
(Source: P.A. 92-308, eff. 1-1-02.)
(815 ILCS 307/10-25)
Sec. 10-25. 
		Fees and funds. 
		All fees and funds
accruing for the administration of this Act shall be
accounted for by the Secretary of State and shall be
deposited with the State Treasurer who shall deposit them
in the Securities Audit and Enforcement Fund.
(a) The Secretary of State shall, by rule or
regulation, impose and collect fees necessary for the
administration of this Act, including but not limited to,
fees for the following purposes:
(1) filing an application pursuant to Section 10-10     of this Act;
(2) examining an application pursuant to Sections     10-10 and 10-20 of this Act;
(3) registering a business broker under Section 10-10     of this Act;
(4) renewing registration of a business broker     pursuant to Section 10-20 of this Act;
(5) failure to file or file timely any document or     information required under this Act;
(6) (blank);
(7) acceptance of service of process pursuant to     Section 10-125;
(8) issuance of certification pursuant to Section     10-50; and
(9) late registration fee pursuant to Section     10-20(c).
(b) 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. 91-194, eff. 7-20-99; 91-534, eff.
1-1-00; 91-809, eff. 1-1-01; 92-308, eff. 1-1-02.)
(815 ILCS 307/10-30)
Sec. 10-30. 
		
		Disclosure document to be provided by
business broker.
(a) A business broker must provide a written disclosure document that
meets the requirements set forth in subsection (b) of this Section to a client
at the time or before the client signs a contract for the services of a
business broker
or at the time or before the business broker receives any consideration upon
the
contract.  Any person who signs a contract for the services of a business
broker shall have 7 days from the date of signing of the contract to
rescind the contract and receive a refund of all payments, if any, made by that
person.
(b) A written disclosure document shall contain the
following information:
(1) A disclosure statement which shall be the cover     sheet and shall be entitled, in at least 10-point boldface capital letters "DISCLOSURES REQUIRED BY LAW".  Under this title shall appear the statement, in at least 10 point type that "THE SECRETARY OF STATE HAS NOT REVIEWED AND DOES NOT APPROVE, RECOMMEND, ENDORSE, OR SPONSOR ANY BUSINESS BROKERAGE CONTRACT. THE INFORMATION CONTAINED IN THIS DISCLOSURE HAS NOT BEEN VERIFIED BY THE SECRETARY OF STATE.  IF YOU HAVE ANY QUESTIONS, SEE AN ATTORNEY BEFORE YOU SIGN A CONTRACT OR AGREEMENT."  Nothing except the title and the required statement shall appear on the cover sheet, except that the name of the business broker, address, telephone number, facsimile number, and any other information as authorized by the Secretary of State by rule may appear on the cover sheet.
(2) The name and form of organization of the business     broker, the names under which the business broker has done or is doing business, and the name of any parent organization or affiliate of the business broker.
(3) The names, addresses, and titles of the business     broker's officers, directors, trustees, general partners, general managers, principal executives, and any other person performing similar duties.
(4) A full and detailed description of the actual     services that the business broker undertakes to perform for the client.
(5) A specific statement of the circumstances under     which the business broker will be entitled to obtain or retain consideration from the party with whom the business broker contracts.
(6) Any other information the Secretary of State may     require by rule or regulation.
(c) A business broker shall amend the disclosure
document required by subsection (b) of this Section
whenever necessary to prevent it from containing any false
or misleading statement of a material fact and shall
deliver a copy of the amended disclosure document to the
Secretary of State on or before the date of the amendment.
(d) The information in subdivisions (b)(4) and (b)(5) of this Section need
not be set out on the disclosure document if the business broker's contract
contains the information required in subdivisions (b)(4) and (b)(5) of this
Section and is provided with the disclosure document.
(Source: P.A. 89-209, eff. 1-1-96; 90-70, eff. 7-8-97.)
(815 ILCS 307/10-30.5)
Sec. 10-30.5. 
		Exemptions from disclosure requirements. 
		Section 10-30 shall not apply if:
(a) the client to be represented by the business broker is:
(1) a natural person who has, or is reasonably     believed by the business broker relying upon this Section to have, a net worth or joint net worth with that person's spouse in excess of $1,000,000 at the time of the execution of the business broker agreement or contract;
(2) a natural person who has, or is reasonably     believed by the business broker relying upon this Section to have, an income or joint income with that person's spouse in excess of $200,000 in the most recent fiscal year;
(3) a company, business, or other non-natural person     that has, or is reasonably believed by the business broker relying upon this Section to have, a total asset value in excess of $1,000,000 and has been in existence for at least nine months and was not formed for the purpose of the subject transaction;
(4) a company, business, or other non-natural person     that has, or is reasonably believed by the business broker relying upon this Section to have, gross revenues or gross sales in excess of $200,000 in the most recent fiscal year and has been in existence for at least nine months and was not formed for the purposes of the subject transaction; or
(5) a company, business, or other non-natural person     in which at least 90% of the equity interest is owned, or is reasonably believed by the business broker relying upon this Section to be owned, by persons who meet any of the tests set forth in subdivisions (a)(1), (a)(2), (a)(3), (a)(4), or (a)(5) of this Section; or
(b) the client to be represented by the business broker has had an attorney
review
the business broker's contract for the client.
(Source: P.A. 90-70, eff. 7-8-97.)
(815 ILCS 307/10-35)
Sec. 10-35. 
		
		Contracts required to be in writing;
retention of copy by client.  To be enforceable, every
contract for the services of a business broker shall be in
writing and signed by all contracting parties.  The client
shall have the right to retain a copy of the signed contract
for the services of a business broker.  The client's copy of the contract
shall be provided to the client when the contract is signed, if that is
reasonably feasible and the client so requests.  Otherwise, the contract shall
be mailed or otherwise sent to the client within one week of execution.  No
account number, as referred to in Section 10-75 of this Act, is required on the
client's copy of the contract.
(Source: P.A. 89-209, eff. 1-1-96; 90-70, eff. 7-8-97.)
(815 ILCS 307/10-40)
Sec. 10-40. 
		
		Denial, suspension or revocation of
registration; orders and hearing.
(a) The Secretary of State may deny, suspend or
revoke the registration of a business broker if the
business broker:
(1) Is insolvent.
(2) Has violated any provision of this Act.
(3) Has filed with the Secretary of State any     document or statement containing any false representation of a material fact or omitting to state a material fact.
(4) Has been convicted, within 10 years before the     date of the application, renewal or review, of any crime involving fraud or deceit.
(5) Has been found by any court or agency, within 10     years before the date of the application, renewal, or review, to have engaged in any activity involving fraud or deceit.
(b) The Secretary of State may not enter a final
order denying, suspending, or revoking the registration of
a business broker without prior notice to all interested
parties, opportunity for a hearing and written findings of
fact and conclusions of law.  The Secretary of State may by
summary order deny, suspend, or revoke a registration
pending final determination of any proceeding under this
Section.  Upon the entry of a summary order, the Secretary
of State shall promptly notify all interested parties that
it has been entered, of the reasons for the summary order
and, that upon receipt by the Secretary of State of a
written request from a party, the matter will be set for
hearing which shall be conducted in accordance with the
provisions of the Illinois Administrative Procedure Act.
If no hearing is requested within 30 days of the date of entry of the order
and none is ordered by the
Secretary of State, the respondent's failure to request a hearing shall
constitute an admission of any facts alleged therein and shall constitute a
sufficient basis to make the order final and it shall remain
in effect until it is
modified or vacated by the Secretary of State.  If a
hearing is requested or ordered, the Secretary of State,
after notice of the hearing has been given to all
interested persons and the hearing has been held, may
modify or vacate the order or extend it until final
determination.
(Source: P.A. 92-308, eff. 1-1-02.)
(815 ILCS 307/10-45)
Sec. 10-45. 
		
		Powers of Secretary of State; privilege
against self-incrimination; admissibility into evidence.
(a) The Secretary of State may do the following:
(1) Adopt rules and regulations to implement this     Act.
(2) Conduct investigations and examinations:
(A) in connection with any application for         registration of any business broker or any registration already granted; or
(B) whenever it appears to the Secretary of         State, upon the basis of a complaint or information, that reasonable grounds exist for the belief that an investigation or examination is necessary or advisable for the more complete protection of the interests of the public.
(3) Charge as costs of investigation or examination     all reasonable expenses, including a per diem prorated upon the salary of any employee and actual traveling and hotel expenses.  All reasonable expenses are to be paid by the party or parties under investigation or examination.
(4) Issue notices and orders, including cease and     desist notices and orders, after making an investigation or examination under paragraph (2) of subsection (a) of this Section.  The Secretary of State may also bring an action to prohibit a person from violating this Act. The Secretary of State shall notify the person that an order or notice has been issued, the reasons for it and that a hearing will be set in accordance with the provisions of the Illinois Administrative Procedure Act after the Secretary of State receives a written request from the person requesting a hearing.
(5) Sign all orders, official certifications,     documents or papers issued under this Act or delegate the authority to sign any of those items to his or her designee.
(6) Hold and conduct hearings.
(7) Hear evidence.
(8) Conduct inquiries with or without hearings.
(9) Receive reports of investigators or other     officers or employees of the State of Illinois or any municipal corporation or governmental subdivision within the State.
(10) (Blank).
(11) (Blank).
(12) (Blank).
(13) Order depositions to be taken of any witness     residing within or without the State.  The depositions shall be taken in the manner prescribed by law for depositions in civil actions and made returnable to the Secretary of State.
(14) For the purposes 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 law or such rules and regulations adopted by the Secretary of State the production of any books and records, papers, or other documents that the Secretary of State or a person designated by him or her deems relevant or material to the injury.
(b) If any person refuses to obey a subpoena issued
under this Act, the Secretary of State may make application
to any court of competent jurisdiction to order the person
to appear before the Secretary of State and produce
documentary evidence or give evidence as directed in the
subpoena.  The failure to obey the order of the court shall
be subject to punishment by the court as contempt of court.
(c) No person shall be excused from complying with a
subpoena on the ground that the testimony or evidence
required may tend to incriminate the person or subject the
person to a penalty or forfeiture.  No individual may be
prosecuted or subject to any penalty or forfeiture for or
on account of any transaction, matter or thing which the
individual is compelled to testify or produce evidence,
after claiming the privilege against self-incrimination.
However, the individual so testifying shall not be exempt
from prosecution and punishment for perjury committed in so
testifying.
(d) In any prosecution, action, suit or proceeding
based upon or arising out of this Act, the Secretary of
State may sign a certificate showing compliance or
non-compliance with this Act by any business broker.  This
shall constitute prima facie evidence of compliance or
non-compliance with this Act and shall be admissible in
evidence in any court to enforce this Act.
(e) 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:
(1) File a complaint and apply for a temporary     restraining order without notice, and upon a proper showing the court may enter a temporary restraining order without a bond, to enforce this Act.
(2) File a complaint and apply for a preliminary or     permanent injunction, and, after notice and hearing and upon a proper showing, the court may grant a preliminary or permanent injunction and may order the defendant to make an offer of rescission with respect to any contract for business brokerage services determined by the court to be unlawful under this Act.
(f) 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 or damages 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.
(g) No provision of this Act imposing liability shall apply to any act
done or omitted in good faith in conformity with any rule of the
Secretary of State under this Act, notwithstanding that such rule
may, after such act or omission, be amended or rescinded or be determined by
judicial or other authority to be invalid for any reason.
(Source: P.A. 92-308, eff. 1-1-02.)
(815 ILCS 307/10-50)
Sec. 10-50. 
		
		Certified copies of documents or records
admissible in actions or proceedings under this Act.
(a) Copies of any statement or document filed with the
Secretary of State, and copies of any records of the
Secretary of State, certified to by the Secretary of State
are admissible in any prosecution, action, suit or
proceeding based upon, or arising out of or under, the
provisions of this Act to the same effect as the original
of the statement, document or record would be if actually
produced.
(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 the filing, and shall be
admissible in evidence in any administrative, criminal, or civil action.
(c) Any certificate pursuant to subsection (a) or (b) of this Section shall
be furnished by the Secretary of State upon an application therefor in the form
and manner prescribed by the Secretary of State by rule, and shall be
accompanied by payment of a non-refundable certification fee in the amount
specified by rule or by order of the Secretary of State.
(Source: P.A. 92-308, eff. 1-1-02.)
(815 ILCS 307/10-55)
Sec. 10-55. 
		
		Violations; administrative fines;
enforcement.
(a) If the Secretary of State determines, after
notice and opportunity for a hearing, that a person has
violated this Act, the Secretary of State may in addition
to all other remedies, impose an administrative fine upon
the person in an amount not to exceed $10,000 for each
violation.
(b) The Secretary of State may bring an action in the
circuit court of Sangamon or Cook County to enforce
payment of fines imposed under this Section.
(c) If the Secretary of State shall find that any
person has violated any provision of this Act, the
Secretary of State may, by written order temporarily or
permanently prohibit or suspend such person from acting as
a business broker.
(d) If the Secretary of State shall find, after notice and opportunity for
hearing, that any
person is acting or has acted as a business broker as
defined in Section 10-5.10 of this Act, without prior thereto
or at the time thereof having complied with the
registration requirements of this Act, the Secretary of
State may by written order prohibit or suspend such person
from acting as a business broker in this State.
(e) 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 registration of a business
broker or the business of providing business brokerage
services, without notice and prior hearing, if the
Secretary of State shall in his or her opinion, based upon
credible evidence, deem it necessary to prevent an imminent
violation of this Act or to prevent losses to clients 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 make the temporary
order final.
A business broker whose registration has been suspended pursuant to this
Section may request the Secretary of State permission to continue to receive
payment for any executory contracts at the time of any suspension and to
continue to perform its obligation thereunder.  The decision to grant or deny
permission to receive payment for any executory contracts or perform any
obligation thereunder shall be at the sole discretion of the Secretary of State
and shall not be subject to review under the Administrative Review
Law.
(f) The Secretary of State may issue a temporary
order suspending or delaying the effectiveness of any
registration of a business broker under this Act subsequent
to and upon the basis of the issuance of any stop,
suspension or similar order by any agency of the United
States regulating business brokers or any state or federal
courts with respect to the person who is the subject of the
registration under this Act, and such order shall become
effective as of the date and time of effectiveness of the
agency or court order and shall be vacated automatically at
such time as the order of the agency or court order is no
longer in effect.
(Source: P.A. 92-308, eff. 1-1-02.)
(815 ILCS 307/10-60)
Sec. 10-60. 
		
		Violations; liability of business broker
to damaged parties; rights of prospective client.  A person
who commits a material violation of this Act, in connection
with a contract for the services of a business broker, is liable to any
client damaged by the violation, for the amount of the actual
damages suffered, but not more than the fees actually paid by the client
seeking relief, together with
interest at the legal rate, and attorney
fees.  If a business broker
commits a material violation of Section 10-10, 10-20, or 10-30 of
this Act, in connection with a contract for business brokering
services, the contract is void, and the prospective client
is entitled to receive from the business broker all sums
paid to the business broker, with interest and any
attorney's fee required to enforce this Section.
(Source: P.A. 90-70, eff. 7-8-97; 91-809, eff. 1-1-01.)
(815 ILCS 307/10-65)
Sec. 10-65. 
		
		Willful violation classified as Class 4
felony.  Any person who willfully violates this Act commits
a Class 4 felony.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 307/10-75)
Sec. 10-75. 
		Account numbers; retention and maintenance of records.
(a) Each business broker agreement shall be given an
account number and all instruments executed in connection with
that agreement must bear this number, except as provided in Section 10-35 of
this Act.  Each business broker
shall keep and maintain the following records or their
equivalent:
(1) A business agreement register that consists of a     chronological listing of all business broker agreements that have been entered into.  For each business broker agreement the register shall contain the following:
(A) The account number.
(B) The date of the agreement.
(C) The name of the client.
(D) The amount of any fees charged.
(E) The cost and type of any insurance
required.
(2) A record for each client shall contain the     following:
(A) The name and address of the client.
(B) A copy of the signed business broker         agreement.
(C) A copy of any other papers or instruments         used in connection with the business broker agreement and signed by the client, including a copy of the disclosure document required by Section 10-30 of this Act, that contains an acknowledged receipt by the client.
(D) The amount of the business broker's fee that         the client has paid.  If there is an unpaid balance, the status of any collection efforts.
(3) All receipts from or for the account of clients     and all disbursements to or for the account of clients, recorded so that the transactions are readily identifiable.
(4) (Blank).
(5) A copy of:
(A) All advertisements, pamphlets, circulars,         letters, articles or communications published in any newspaper, magazine or periodical.
(B) Scripts of any recording, radio or television         announcement.
(C) Any sales kits or literature to be used in         solicitation of clients.
(b) The records listed in subsection (a) of this
Section shall be kept for a period of 6 years in the
business broker's principal office and must be separate or
readily identifiable from the records of any other business
that is conducted in the office of the business broker.
After a period of 2 years, a copy of this information may be retained on
magnetic, digital, or other electronic medium in a form that may be readily
retrieved.
(c) The records listed in subsection (a) of this Section need not be kept
for a client where no fee, expense reimbursement, retainer, or other charge was
incurred and no transaction was consummated.
(Source: P.A. 89-209, eff. 1-1-96; 90-70, eff. 7-8-97.)
(815 ILCS 307/10-80)
Sec. 10-80. Persons exempt from registration and other
duties under law;  burden of proof thereof.
(a) The following persons are exempt from the
requirements of this Act:
(1) Any attorney who is licensed to practice in this     State, while engaged in the practice of law and whose service in relation to the business broker transaction is incidental to the attorney's practice.
(2) Any person licensed as a real estate broker or     salesperson under the Illinois Real Estate License Act of 2000 who is primarily engaged in business activities for which a license is required under that Act and who, on an incidental basis, acts as a business broker.
(3) Any dealer, salesperson, or investment adviser     registered pursuant to the Illinois Securities Law of 1953 or any investment adviser representative, or any person who is regularly engaged in the business of offering or selling securities in a transaction exempted under subsection C, H, M, R, Q, or S of Section 4 of the Illinois Securities Law of 1953 or subsection G of Section 4 of the Illinois Securities Law of 1953 provided that such person is registered pursuant to federal securities law.
(4) An associated person described in subdivision     (h)(2) of Section 15 of the Federal 1934 Act.
(5) An investment adviser registered pursuant to     Section 203 of the Federal 1940 Investment Advisers Act.
(6) A person described in subdivision (a)(11) of     Section 202 of the Federal 1940 Investment Advisers Act.
(7) Any person who is selling a business owned or     operated (in whole or in part) by that person in a one time transaction.
(b) This Act shall not be deemed to apply in any manner, directly or
indirectly, to: (i) a State bank or national bank, as those terms are defined
in the Illinois Banking Act, or any subsidiary of a State bank or national
bank;
(ii) a bank holding company, as that term is defined in the Illinois Bank
Holding Company Act of 1957, or any subsidiary of a bank holding company; (iii)
a foreign banking corporation, as that term is defined in the Foreign Banking
Office Act, or any subsidiary of a foreign banking corporation; (iv) a
representative  office, as that term is defined in the Foreign Bank
Representative Office Act; (v) a corporate fiduciary, as that term is defined
in the Corporate Fiduciary Act, or any subsidiary of a corporate fiduciary;
(vi) a savings bank organized under the Savings Bank Act, or a federal savings
bank organized under federal law, or any subsidiary of a savings bank or
federal savings bank; (vii) a savings bank holding company organized under the
Savings Bank Act, or any subsidiary of a savings bank holding company; (viii)
an association or federal association, as those terms are defined in the
Illinois Savings and Loan Act of 1985, or any subsidiary of an association or
federal association; (ix) a foreign savings and loan association or foreign
savings bank subject to the Illinois Savings and Loan Act of 1985, or any
subsidiary of a foreign savings and loan association or foreign savings bank;
or (x) a savings and loan association holding company, as that term is defined
in the Illinois Savings and Loan Act of 1985, or any subsidiary of a savings
and loan association holding company.
(b-1) Any franchise seller as defined in the Federal Trade Commission rule entitled Disclosure Requirements and Prohibitions Concerning Franchising, 16 C.F.R. Part 436, as it may be amended, is exempt from the requirements of this Act.
(b-2) Any certified public accountant licensed to practice in Illinois,
while engaged in the practice as a certified public accountant and whose
service in relation to the business broker transaction is incidental to his or
her practice, is exempt from the requirements of this Act.
(b-3) Any publisher, or regular employee of such publisher, of a bona fide
newspaper or news magazine of regular and established paid circulation who, in
the routine course of selling advertising, advertises businesses for sale and
in which no other related services are provided is exempt from the requirements
of this Act.
(c) The burden of proof of any exemption or
classification provided in this Act shall be on the party
claiming the exemption or classification.
(Source: P.A. 100-201, eff. 8-18-17.)
(815 ILCS 307/10-85)
Sec. 10-85. 
		Fraudulent and prohibited acts.
(a) A business broker shall
not, in connection with a contract for the services of a
business broker, either directly or indirectly, do any of
the following:
(1) Employ any device, scheme or article to defraud.
(2) Make any untrue statements of a material fact or     omit to state a material fact necessary in order to make the statements made, in the light of circumstances under which they are made, not misleading, unless the statement is made in reasonable reliance on information provided by the client.
(3) Engage in any act, practice or course of business     that operates or would operate as a fraud or deceit upon any person.
(b) A business broker shall not either directly or indirectly do the
following:
(1) Engage in the business of acting as a business     broker without registration under this Act unless exempt under the Act.
(2) Fail to file with the Secretary of State any     application, report, document, or answer required to be filed under the provisions of this Act or any rule  made by the Secretary of State pursuant to this Act or fail to comply with the terms of any order issued pursuant to this Act or rule or made by the Secretary of State.
(3) Fail to maintain any records as required under     the provisions of this Act or any rule made by Secretary of State pursuant to this Act.
(Source: P.A. 92-308, eff. 1-1-02.)
(815 ILCS 307/10-90)
Sec. 10-90. 
		Deposit of moneys. 
		All moneys received under this Act shall
be deposited into the Securities Audit and Enforcement Fund.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 307/10-95)
Sec. 10-95. Miscellaneous provisions.
(a) The rights and remedies under this Act are in addition to any other
rights or remedies that may exist at law or equity.
(b) Any condition, stipulation, or provision binding any client of a
business broker to waive compliance with or relieve a person from any duty or
liability imposed by or any right provided by this Act or any rule or order
pursuant to this Act is void.
(c) If any provision of this Act or its application to any person or
circumstance is held invalid, the invalidity of that provision or application
does not affect other provisions or applications of this Act that can be given
effect without the invalid provision or application.
(Source: P.A. 97-813, eff. 7-13-12.)
(815 ILCS 307/10-100)
Sec. 10-100. 
		Immunity for official acts. 
		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 while acting in accordance
with their official duties or authority or both.
(Source: P.A. 90-70, eff. 7-8-97.)
(815 ILCS 307/10-105)
Sec. 10-105. 
		Scope of the Act. 
		This Act shall apply
only when the person engaging or seeking to engage
the business broker is domiciled
in this
State or when the company or business sought to be sold has its principal
place of business in this State.  Notwithstanding any other provision of this
Section, a lien on property arising under
Section 10-115 is enforceable only against tangible property located in this
State.
(Source: P.A. 90-70, eff. 7-8-97; 91-534, eff. 1-1-00.)
(815 ILCS 307/10-110)
Sec. 10-110. 
		
		Previous and ongoing agreements or contracts and transactions
not affected.  All business broker agreements or contracts and transactions
between a business broker and its clients or proposed clients which do not
comply with the Act, if entered into prior to January 1, 1996, shall be deemed
to be valid and enforceable, notwithstanding this Act.
(Source: P.A. 90-70, eff. 7-8-97.)
(815 ILCS 307/10-115)
Sec. 10-115. 
		Business broker lien.
(a) Any business broker shall have a lien upon the tangible assets of a
business
located in this State that is the subject of a business broker's
written contract in the amount due to  the broker under
the written contract.
(b) The lien shall be available to the business broker named in the
instrument signed by the owner of an interest in the assets.  The lien arising
under this Act
shall be in addition to any other rights that a business broker may have.
(c) A lien under this Act does not attach unless
and until:
(1) the business broker is otherwise entitled to a     fee or commission under a written contract signed by the seller or its duly authorized agent; and
(2) before the actual conveyance or transfer of the     business assets or property with respect to which the business broker is claiming a lien, the business broker files a notice of lien (i) as to real property, with the recorder of the county in which the real property is located or (ii) as to tangible personal property, in the Office of the Secretary of State.
(d) When payment to a business broker is due in installments, a portion of
which is due only after the conveyance or transfer of the tangible assets, any claim
for lien for those payments due after the transfer or conveyance may be filed
at any time subsequent to the transfer or conveyance of the tangible assets and prior
to the date on which the payment is due but shall only be effective as a lien
against the tangible assets to the extent moneys
are still owed to the
transferor by the transferee. In all other respects, the lien shall attach
as
described in this subsection.
(e) If a business broker has a written agreement with a prospective
purchaser, then the lien shall attach upon the prospective
purchaser purchasing or otherwise accepting a
conveyance
or
transfer of the real property or tangible personal property of the business
and
the filing of a notice of lien (i) in the recorder's office of the county in
which the real
property is located, as to real property, and (ii) in the Office of the
Secretary of State, as
to tangible personal property, by
the
business
broker within 90 days after the
transfer to the purchaser. The lien shall
attach to the interest purchased by the purchaser as of the date of the
filing of the notice of lien and does not relate back to the date of the
written contract.
(f) The business broker shall, within 10 days after filing its notice of
lien,
mail a copy of the  notice of lien to the owner of the property by depositing it in the United States mail, registered
or certified mail, with return receipt requested, or personally
serve a copy of the notice on the
owner of record or his agent.   Mailing of
the copy of the notice of claim for lien is effective
if mailed to the seller at the address of the business that is the subject of
the notice of lien
or to another address that the seller or purchaser has provided in writing to
the business
broker.  The broker's lien shall be
unenforceable if mailing of the copy of the notice of lien does not occur at
the time and in the manner required by this Act.
(g) A business broker may bring suit to enforce a lien in the circuit court
(i) in the county where the real property is located,
as to real property, or (ii) as to tangible personal property, either in the
county where the
personal property is located or where the principal office of the owner of the
personal
property, or the owner's residence, is located, by filing a
complaint and sworn affidavit that the lien has been filed.
(h) The person claiming a lien shall, within 2 years after filing the lien,
commence proceedings by filing a complaint.  Failure to commence proceedings
within 2 years after filing the lien shall extinguish the lien.  No subsequent
notice of lien may be given for the same claim nor may that claim be asserted
in any proceedings under this Act.
(i) A complaint under this Section shall have attached to it a copy of the
written contract on which the lien is founded and shall
contain a description of the services performed, the amount
due
and unpaid, a description of the tangible assets of the business that are subject to the lien, and other facts necessary for a full
understanding of the rights of the parties.  The plaintiff shall make all
interested parties, of whose interest the plaintiff is notified or has
actual or constructive knowledge, defendants to the action and shall issue
summons and provide service
as in other civil actions.  When any defendant resides or has gone out of the
State, or on inquiry cannot be found, or is concealed within this State so that
process cannot be served on that defendant, the plaintiff shall cause a notice
to be given to that defendant, or cause a copy of the complaint to be served
upon that defendant, in the manner and upon the same conditions as in other
civil actions.  Failure of the plaintiff to provide proper summons or notice
shall be grounds for judgment against the plaintiff with prejudice.
Every lien claimed under this Act shall be foreclosed as provided in the
Illinois Mortgage
Foreclosure Law, if the lien is on real property, or as provided in the Uniform
Commercial Code, if the lien is on personal property.
(j) The lien notice shall state the name and address of the claimant,
the name of the
purchaser or seller whose property or assets are subject to the lien, a
description of the real or personal property that is subject to the lien, the amount for which the lien is claimed,
and the registration number of the business broker.  The notice of lien shall
recite that the information contained in the notice is true and accurate to the
knowledge of the signer.  The notice of lien shall be signed
by the
business broker or by a person authorized to sign on behalf of the business
broker and shall be verified.
(k) Whenever a claim for lien has been filed with the Office of the
Secretary of State or the county recorder's office and a condition occurs
that would preclude the business
broker from receiving compensation under the terms of the business broker's
written agreement, the business broker shall provide to the purchaser of the
business, if the lien is filed against the purchaser's assets of the business
that are subject to this Act, or the seller of the
business, if the lien is filed against the seller's assets of the business
that are subject to this Act,
within 10 days following
demand by that party, a written release or
satisfaction of the lien.
(l) Upon written demand of the owner, lienee, or other authorized agent,
served on the person claiming the lien requiring suit to be commenced to
enforce the lien or answer to be filed in a pending suit, a suit shall be
commenced or answer filed within 30 days thereafter, or the lien shall be
extinguished.  Service may be by registered or certified mail, return receipt
requested, or by personal service.
(m) If a claim for lien has been filed with the Office of the Secretary
of State or the county recorder's office and
is paid, the business broker shall acknowledge
satisfaction or release of the lien, in writing, within 5
days
after payment.
(n) The cost of proceedings brought under this Act, including reasonable attorneys' fees, costs, and prejudgment
interest due to the prevailing party, shall be borne by the
nonprevailing
party
or parties.  When more than one party is responsible for costs, fees, and
prejudgment interest, the costs, fees, and prejudgment interest shall be
equitably apportioned by the court among those responsible parties.
(o) Prior recorded liens and mortgages shall have priority over a broker's
lien.  A prior recorded lien shall include, without limitation, (i) a
mechanic's lien claim, (ii) prior recorded liens securing revolving
credit or future advances under construction loans as
described in Section
15-1302 of the Code of Civil Procedure, and (iii) prior recorded liens
perfected under the Uniform Commercial Code.
(p) No lien under this Section 10-115 shall attach to any real property
asset of a business unless and until a notice of lien is filed with the
recorder of the county in which the real property asset is located.  A lien
recorded under this subsection (p) shall otherwise be subject to the same
notice, enforcement,
and limitations as any other lien under this Section.  A copy of the notice of
lien recorded under this subsection (p) shall be filed with the Secretary of
State.
(Source: P.A. 91-194, eff. 7-20-99; 91-534, eff. 1-1-00;
92-16, eff. 6-28-01.)
(815 ILCS 307/10-125)
Sec. 10-125. 
		Service of process.
(a) Any person acting as a business broker, unless exempt from registration
under this Act, shall constitute an appointment of the Secretary of State, or
his or her successors in Office, by the person  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 his or her activities
as a business broker.
(b) Service of process under this Section 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 of receipt, 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 Section is non-refundable and is the amount established in
Section 10-25 of this Act.  The Secretary of State shall keep a record of all
such processes that shall show the day of the service.
(Source: P.A. 92-308, eff. 1-1-02.)