Illinois Administrative Code › Title 14 - COMMERCE › Part 140 - REGULATIONS UNDER THE ILLINOIS BUSINESS BROKERS ACT OF 1995 › Subpart A - DEFINITIONS › Section 140.51 - Definitions of Terms Used in the Act and the Rules

Current through Register Vol. 48, No. 28, July 12, 2024
a) As used in the Act and this Part, unless
				the context otherwise requires, the term:
"Act or Law" means the Illinois Business Brokers Act of 1995
				  [815 ILCS 307 ].
"Advertising" means any circular, disclosure statement,
				  advertisement, or other material or any communication by radio, television,
				  pictures or the transmittal or sending or of any communication via the
				  non-proprietary, nonprofit, public computer network (commonly known as the
				  "Internet") or similar means.
"Affiliate" of, or a person "affiliated" with, a specified
				  person means a person who, directly or indirectly through one or more
				  intermediaries, controls, or is controlled by, or is under common control with,
				  the person specified.
"Applicant" means the person making application for
				  registration.
"Branch Office":
Branch office means any office, residence or other place or
				  location in this State where the business of a registered business broker is
				  conducted and which is owned or controlled by, or operated directly, or
				  indirectly for the benefit of, the registered business broker and where the
				  business of the business broker is conducted by a principal, agent or employee
				  for such registered business broker.
The principal office located in this State of the registered
				  business broker shall not be considered a branch office.
Except as otherwise provided in this Section, each office,
				  residence or other place or location where business is being conducted in this
				  State on behalf of a registered business broker shall be considered a branch
				  office for the registered business broker.
"Date of Filing" means the date that all of the required
				  documents are received by the Securities Department and all the required fees
				  are paid to the Secretary of State. A document shall not be deemed to be filed
				  if any material information required by the Act or this Part is omitted or the
				  document is illegible.
"Director" means any director of a corporation or any person
				  performing similar functions with respect to any organization whether
				  incorporated or unincorporated.
"Domicile" means, when applied to a business, that entity's
				  principal place of business and, where applicable, that entity's place of
				  incorporation.
"Dominant Element of a Transaction" as used in Section
				  10-5.15 of the Act means any transaction in which (1) 50% or more of the
				  purchase price or 50% or more of the net asset value of the business being sold
				  is real estate; or (2) real estate is an integral part of the business being
				  sold. The percentage of the transaction made up of the purchase price or net
				  asset value of the real estate shall be based upon the reasonable expectation
				  of the person potentially acting as a business broker and the client at the
				  time the brokerage contract or agreement for services is entered into; or (3)
				  real estate is the single largest part of the transaction.
"Employee" does not include a director, trustee or
				  officer.
"Federal Banking Act of 1933" means the Federal Banking Act
				  of 1933 (
				  12 U.S.C.
				  227 ), and the Rules and Regulations
				  thereunder as in effect on January 1, 1996.
"Hearing" means a proceeding conducted by the Securities
				  Department in which the rights, privileges, immunities, duties or obligations
				  of any person or party are required by law to be determined by the Secretary of
				  State only after opportunity for a hearing.
"Insolvency" means the rendering of a business broker
				  financially unable to perform any contractual obligations of its business
				  brokering duties.
"Offer or Offer to Sell" includes every attempt to dispose of
				  a business for value or solicitation of an offer to purchase a business.
"Officer" means the president; any vice president in charge
				  of a principal business unit, division or function; the secretary; the
				  treasurer; any principal financial officer, comptroller or principal accounting
				  officer; any other officer performing a principal policy-making function and
				  any other person performing similar functions with respect to any organization
				  whether incorporated or unincorporated.
"Ongoing Business" means an existing business that, for at
				  least six months prior to the offer, has been operated from a specific, but not
				  necessarily the same, location, has been open for business to the general
				  public and has substantially all of the equipment and supplies necessary to
				  operate the business.
"Principal" means any officer, director, partner, member,
				  trustee, or manager who is responsible for the supervision and management of
				  the daily business operations in this State of a business broker required to be
				  registered under the Act.
"Proposed Client" means any person who has executed a
				  disclosure statement which he or she received from a business broker and
				  returned or caused to be returned to the business broker.
"Real Estate" means and includes leaseholds, as well as any
				  other interest or estate in land, whether corporeal, incorporeal, freehold or
				  non-freehold, and whether the real estate is situated in Illinois or
				  elsewhere.
"Rules" refers to all rules adopted by the Secretary of State
				  pursuant to the Act.
"Sale or Sell" means every contract or agreement of sale,
				  contract to sell, or the disposition of a business or interest in a business
				  for value.
"Secretary of State" means the Securities Department of the
				  Office of the Illinois Secretary of State or the Secretary of State or the
				  Securities Director, or his or her designee, as the case may be.
"Section" refers to a Section of this Part unless a reference
				  to the Act is specifically made.
b) A Section of this Part which defines a
				term without express reference to the Act or to this Part or to a portion
				thereof or hereof defines such term for all purposes as used both in the Act
				and in this Part. Terms defined in the Act and not defined in this Part have
				the meanings given them in the Act.