reglab/statecodes huggingface dataset:
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart B - DEFINITIONS › Section 130.242 - Definition of the Term "Financial Institution" under Section 4.C of the Act

Current through Register Vol. 48, No. 28, July 12, 2024
The term "financial institution" shall include, but not be
				  limited to, a manager of investment accounts on behalf of other than natural
				  persons, who, with affiliates, exercises sole investment discretion with
				  respect to such accounts, and provided such accounts exceed 10 in number and
				  have a fair market value of not less than $10,000,000 at the end of the
				  calendar month preceding the month during which the transaction occurred for
				  which the exemption is utilized.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart B - DEFINITIONS › Section 130.244 - Definition of "Issuer Required to File Reports Pursuant to the Provisions of Section 13 or Section 15(d) of the Federal 1934 Act" with Respect to Certain Foreign Private Issuers and "Reports Required to be Filed at Regular Intervals Pursuant to the Provisions of Section 13 or Section 15(d)", as Used in Section 4(F)(1) of the Act

Current through Register Vol. 48, No. 28, July 12, 2024
a) "Issuer required
				to file reports pursuant to the provisions of Section 13 or Section 15(d) of
				the Federal 1934 Act", as defined in Section
				130.200
				of this Part, as used in Section 4(F)(1) of the Act shall be deemed to include
				any foreign private issuer with respect to which there is furnished to the
				United States Securities and Exchange Commission the information specified in
				17 CFR 12 g3 - 2(b) as in effect on July 1, 1989 (no subsequent dates or
				editions), and "reports required to be filed at regular intervals pursuant to
				the provisions of Section 13 or Section 15(d)" shall be deemed to include the
				information furnished to the United States Securities and Exchange Commission
				pursuant to 17 CFR 12 g3 - 2(b). For purposes of this Section, the term
				"foreign private issuer" shall have the meaning ascribed thereto in
				17
				CFR 240.3b-4(c), as in
				effect on July 1, 1989 (no subsequent dates or editions).
b) The term "reports required to be filed at
				regular intervals pursuant to the provisions of Section 13 or Section 15(d)" as
				used in Section 4(F)(1)(c) of the Act shall not include any current report on
				Form 8-K required to be filed with the SEC; provided, however, that such term
				as used in Section 4(F)(1)(d) of the Act shall include any current report on
				Form 8-K which, to the actual knowledge of the dealer, has been filed under the
				Federal 1934 Act, as defined in Section
				130.200
				of this Part.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart B - DEFINITIONS › Section 130.245 - Definition of the Terms "Balance Sheet" and "Income Statement", as Used in Section 4.F of the Act

Current through Register Vol. 48, No. 28, July 12, 2024
a) The term
				"balance sheet" as it appears in Section 4.F of the Act and as it relates to
				unit investment trusts shall include a "statement of condition" or a "statement
				of securities owned" or a "statement of net assets" or a "statement of a bond
				portfolio".
b) The term "income
				statement" as it appears in Section 4.F of the Act and as it relates to unit
				investment trusts shall include a "statement of interest account earnings" or
				"statement of income account earnings".
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart B - DEFINITIONS › Section 130.246 - Definition of the Terms "Residents of this State", "Aggregate Sales Price" and "Sales Made in Reliance Upon the Exemption" Under Section 4.G of the Act and "General Advertising or General Solicitation" Under Sections 4.G, 4.H, 4.M and 4.R of the Act

Current through Register Vol. 48, No. 28, July 12, 2024
a) The term
				"sales made in reliance upon the exemption" as used in Section 4.G.(4) of the
				Act with respect to the Report of Sale required to be filed under that Section
				shall include only those sales made to residents of this State in reliance on
				the exemption.
b) The term
				"residents of this State" shall mean persons having their principal place of
				residence or domicile in this State.
c) The term "aggregate sales price" shall
				mean the sum of all cash, services, property, notes, cancellation of debt, or
				other consideration received by an issuer for issuance of its securities. Where
				securities are being offered for both cash and non-cash consideration, the
				aggregate sales price shall be based on the price at which the securities are
				offered for cash. If securities are not offered for cash, the aggregate
				offering price shall be based on the value of the consideration as established
				by bona fide sales of that consideration made within a reasonable time, or in
				the absence of sales, on the fair value as determined by an accepted
				standard.
d) The terms "general
				advertising" or "general solicitation" shall include but not be limited to:
1) any advertisement, article, notice or
				other communication published in any newspaper, magazine, or similar media or
				broadcast over television or radio or any seminar or meeting where attendees
				have been invited by any of the foregoing;
2) any indiscriminate contact by mail,
				telephone, or similar communicative process, unless otherwise shown by the
				particular facts.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart B - DEFINITIONS › Section 130.247 - Definition of the Term "Public" as Used in Section 4(G)(4) of the Act

Current through Register Vol. 48, No. 28, July 12, 2024
The term "public" as used in Section 4(G)(4) of the Act shall
				  not include:
a) A purchaser of the
				securities named in the Report of Sale, so long as the information disclosed is
				limited to the information in such Report, if any, concerning the sale of
				securities to the person requesting the information;
b) The issuer, controlling person or dealer
				who filed the Report of Sale with respect to which information is disclosed, or
				on whose behalf such Report of Sale was filed with the Secretary;
c) The agent, representative or attorney of a
				person referred to in subsection (a) or (b) of this Section, provided that such
				agent, representative or attorney submits written authorization from such
				person authorizing the release of such information with respect to such
				person;
d) Any state, federal or
				other governmental agency, or any self-regulatory organization registered under
				the Federal 1934 Act or Federal 1936 Act, as defined in Section
				130.200
				of this Part, provided the following conditions are satisfied:
1) The party seeking the information submits
				a written request therefor to the Securities Department;
2) The written request contains a
				representation that the information has been requested for purposes of
				gathering information in connection with an investigation being conducted by
				the respective governmental or self-regulatory authority; and
3) The written request contains an
				undertaking on behalf of the respective governmental authority or
				self-regulatory organization which provides that any information or documents
				tendered in response to the request shall not be disclosed to any person
				employed outside of the government or self-regulating organization conducting
				the investigation without prior written approval of the Securities Director, or
				his or her designee unless so ordered by a court of competent
				jurisdiction.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart B - DEFINITIONS › Section 130.248 - Definition of the Terms "Offers for Sale" and "Solicitations of Offers to Buy", as Used in Section 4.L of the Act

Current through Register Vol. 48, No. 28, July 12, 2024
a) Sending or giving to any person, before an
				application for registration becomes effective, a copy of the preliminary
				prospectus filed as a part of the application for registration is construed an
				"offer for sale" or a "solicitation of an offer to buy" as used in Section 4.L
				of the Act provided:
1) the preliminary
				prospectus contains substantially the information required by the Federal 1933
				Act and the Act to be included in a prospectus for registered securities, or
				contains substantially that information except for the omission of information
				with respect to the offering price, underwriting discounts or commissions,
				discounts or commissions to dealers, amount of proceeds, conversion rates, call
				prices, or other matters dependent upon the offering price, and
2) the outside front cover page of every copy
				of the preliminary prospectus bears the caption "Preliminary Prospectus", the
				date of its issuance and the statement required by paragraph (c)(8) of Item 501
				of Regulations S-K, 17 C.F.R. Section 229.501, as in effect on July 1, 1984
				under the Federal 1933 Act (no incorporation by reference in this Part subject
				to Section 5-75 of the Illinois Administrative Procedure Act, Ill. Rev. Stat.
				1991, ch. 127, par. 1005-75 to include any later amendments or editions)
				printed in red ink in type as large as that used generally in the body
				thereof.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart B - DEFINITIONS › Section 130.250 - Definition, For Certain Purposes, of the Terms "Commissions, Remuneration or Discounts", as Used in Section 4 and Section 5 of the Act

Current through Register Vol. 48, No. 28, July 12, 2024
a) The terms "commissions, remuneration or
				discounts" as used in Section 4 and Section 5 of the Act shall include:
1) all commissions or discounts paid or to be
				paid, directly or indirectly, by the issuer or an affiliate of the issuer to
				any person including but not limited to underwriters or dealers (acting either
				as agent or principal), in respect of the sale of the security to be offered,
				and
2) all cash, securities,
				contracts, or anything else of value paid, to be set aside, disposed of, or
				understandings with or for the benefit of any such underwriter or dealer, made
				in connection with the sale of such security.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart B - DEFINITIONS › Section 130.251 - Definition of the Term "Maximum Aggregate Price", as Used in Section 5 of the Act

Current through Register Vol. 48, No. 28, July 12, 2024
Except as otherwise provided in Section 5.C.(2) of the Act,
				  the term "maximum aggregate price" as used in Section 5 of the Act means the
				  applicant's bona fide estimate thereof, which shall be calculated in the manner
				  provided in Rule 457 under the Federal 1933 Act, 17 C.F.R. Section 230.457.
				  Such calculation shall be made as of the time specified in Section 5.C.(1),
				  5.C.(2) or 5.E of the Act, as applicable.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart B - DEFINITIONS › Section 130.270 - Definition of Certain Persons Not Considered to Be Dealers Under Section 2.7 of the Act

Current through Register Vol. 48, No. 28, July 12, 2024
a) A futures
				commission merchant registered with the CFTC is not a dealer solely because the
				futures commission merchant effects transactions in government securities that
				are defined in subsection (b) as incidental to that person's futures-related
				business.
b) Transactions that
				Qualify as Incidental under Subsection (a)
1)
				The futures commission merchant:
A) maintains
				in a regulated account as set forth in
				17
				CFR 1.20 (May 31, 2011) all funds and
				securities associated with the government securities transactions (except funds
				and securities associated with transactions under subsection (b)(2)(A)(i));
				and
B) does not advertise that it
				is in the business of effecting transactions in government securities otherwise
				than in connection with futures or options on futures trading or the investment
				of margin or excess funds related to trading or the trading of any other
				instrument subject to CFTC jurisdiction.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart B - DEFINITIONS › Section 130.281 - Definition of the Term "Branch Office" of a Registered Investment Adviser, as Used in Section 8 of the Act

Current through Register Vol. 48, No. 28, July 12, 2024
a) "Branch
				office", as used in Section 8 of the Act, shall mean any office, residence or
				other place or location in this State where the registered investment adviser
				or its investment adviser representatives provide investment advisory services,
				solicit, meet with, or otherwise communicate with clients, or any other
				location that is held out to the general public as a location at which the
				registered investment adviser or its investment adviser representatives provide
				investment advisory services, solicit, meet with, or otherwise communicate with
				clients.
b) The principal office
				located in this State of the registered investment adviser, if any, shall not
				be considered a branch office.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart B - DEFINITIONS › Section 130.282 - Definition, For Certain Purposes, of the Term "Officers", as Used in Section 2.9 and Section 8.B.(6) of the Act

Current through Register Vol. 48, No. 28, July 12, 2024
The term "officers" as used in Section 2.9 of the Act means
				  the president, any vice president in charge of a principal business unit,
				  division or function, the secretary, and the treasurer or principal financial
				  officer, comptroller or principal accounting officer. The term "officers" as
				  used in Section 8.B.(6) of the Act 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, and any other officer who performs a principal policy making
				  function.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart B - DEFINITIONS › Section 130.285 - Definition, for Certain Purposes, of the Terms "Inequitable", "Tend to Work a Fraud or Deceit", "Inequitable Practice in the Sale of Securities", and "Fraudulent Business Practices", as Used in Section 8 and Section 11 of the Act

Current through Register Vol. 48, No. 28, July 12, 2024
a) The failure of
				any dealer or salesperson to comply with Sections 130.810130.821,
				130.824,
				130.825,
				130.827,
				130.850,
				130.851
				and
				130.855
				of this Part shall constitute an inequitable practice in the sale of securities
				and a fraudulent business practice.
b) The failure of any investment adviser or
				investment adviser representative to comply with Sections
				130.840,
				130.841,
				130.844,
				130.845,
				130.852,
				130.853,
				130.854
				and
				130.855
				of this Part shall constitute an inequitable practice in the sale of securities
				and a fraudulent business practice.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart B - DEFINITIONS › Section 130.291 - Definition of the Terms "Fraudulent" and "Work or Tend to Work a Fraud or Deceit" as Used in Sections 11.E and 12.F of the Act for purposes of the Payment of Completion Costs in Connection with the Offer or Sale of Securities involving an Oil, Gas or Other Mineral Lease, Right or Royalty

Current through Register Vol. 48, No. 28, July 12, 2024
a) In connection with an offer or sale of a
				security involving an oil, gas or other mineral lease, right or royalty, the
				terms "fraudulent" and "work or tend to work a fraud or deceit" shall include
				activities such as the failure to disclose to the offeree, prior to payment of
				any completion costs, all material geological and other material information
				regarding the oil, gas or other mineral lease, right or royalty, including,
				without limitation, any of the following:
1)
				whether an issuer (or any controlling person of or dealer for an issuer, if
				such person or dealer has any share in such lease, right or royalty) has paid,
				and if not, whether such issuer (or such controlling person or dealer) is under
				an obligation to pay, a proportionate share of the completion costs, when
				completion costs have been or are to be included in the cost to the
				purchaser;
2) whether any parts or
				equipment to be used for completion are being sold or otherwise furnished by or
				for the benefit of an issuer (or any affiliate or controlling person of or
				dealer for an issuer) and, if so, whether and the extent to which the sales
				price or other charge to the purchaser for those parts or equipment exceeds
				actual costs and the amount which would have been charged by unaffiliated
				parties selling or furnishing parts or equipment in arms-length transactions
				under comparable circumstances;
3)
				whether upon resale of parts and equipment, the purchaser will receive his or
				her proportionate share of the proceeds of resale; and
4) whether the purchaser will be charged an
				amount for completion costs that exceeds his or her proportionate share of the
				actual costs of completion incurred by the issuer.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart C - FEDERAL COVERED SECURITIES AND TRANSACTIONS › Section 130.293 - Issuers of Covered Securities Required to File Notifications and Pay Fees and the Refusal to File Notifications or Pay Fees

Current through Register Vol. 48, No. 28, July 12, 2024
a) Except as otherwise provided in this
				Section, each issuer of covered securities shall annually file with the
				Secretary of State a notification and fee as follows:
1) Issuers of securities being offered
				pursuant to Regulation D, section 506 of the Federal 1933 Act, shall file, no
				later than 15 days after the first sale of the federally covered securities to
				residents of this State, Form D together with a $100 fee.
2) Issuers of shelf offerings shall file page
				one of Form U-1, together with a fee of 
				1/20th
				of 1% of the maximum aggregate offering price, but in no event shall the fee be
				less than $500 nor more than $6,000.
3) A series issuer of securities shall file
				page one of Form U-1, together with a fee of 
				1/20th
				of 1% of the maximum aggregate offering price, but in no event shall the fee be
				less than $500 nor more than $3,000.
4) Issuers of face amount certificate
				contracts shall file page one of Form U-1, together with a fee of
				$1,000.
5) Issuers of open-end
				investment fund shares shall file page one of Form U-1 or Form 7G, together
				with a fee of $1,000 plus $100 for each series, class or portfolio.
6) All other issuers of covered securities
				that are required to file a notification and pay fees to the Secretary of State
				shall file page one of Form U-1, together with a fee of 
				1/20th
				of 1% of the maximum aggregate offering price, but in no event shall the fee be
				less than $500 nor more than $2,500.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart C - FEDERAL COVERED SECURITIES AND TRANSACTIONS › Section 130.370 - Automated Quotation System Deemed to Have Substantially Equivalent Standards for Designation as Required By One or More Exchanges Set Forth in Section 3(G) of the Act (Repealed)

Current through Register Vol. 48, No. 28, July 12, 2024
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart D - EXEMPT TRANSACTIONS › Section 130.420 - Uniform Limited Offering Exemption Pursuant to Section 4.D of the Act

Current through Register Vol. 48, No. 28, July 12, 2024
a) Any offer or
				sale of securities offered or sold in compliance with the Federal 1933 Act,
				Regulation D, Rules 230.501-230.503 and 230.505 (
				17 CFR
				230.501 -
				230.503
				and
				230.505
				(May 31, 2011)) and that satisfies the following further conditions and
				limitations is an exempt transaction.
1) No
				exemption under this Section shall be available for the securities of any
				issuer if any of the parties described in the Federal 1933 Act, Regulation A,
				Rule 230.262 Sections (a), (b) and (c) (
				17 CFR 230.262(a), (b)
				and (c) (May 31, 2011)).
A) has filed a registration statement that is
				subject to a currently effective registration stop order entered pursuant to
				any state's securities law or the SEC within five years prior to the filing of
				the notice required under this exemption as required by subsection
				(b);
B) has been convicted within
				five years prior to the filing of the notice required under this exemption of
				any felony or misdemeanor in connection with the offer, purchase or sale of any
				security or any felony involving fraud or deceit, including but not limited to
				forgery, embezzlement, obtaining money under false pretenses, larceny or
				conspiracy to defraud;
C) is
				currently subject to SEC or any state administrative enforcement order or
				judgment entered by that state's securities administrator or the SEC within
				five years prior to the filing of the notice required under this exemption or
				is subject to SEC or any state's administrative enforcement order or judgment
				in which fraud or deceit, including but not limited to making untrue statements
				of material facts and omitting to state material facts, was found and the order
				or judgment was entered within five years prior to the filing of the notice
				required under this exemption;
D)
				is subject to SEC or any state's administrative enforcement order or judgment
				that prohibits, denies or revokes the use of any exemption from registration in
				connection with the offer, purchase or sale of securities;
E) is currently subject to any order,
				judgment, or decree of any court of competent jurisdiction temporarily or
				preliminarily restraining or enjoining, or is subject to any order, judgment or
				decree of any court of competent jurisdiction permanently restraining or
				enjoining, the party from engaging in or continuing any conduct or practice in
				connection with the purchase or sale of any security or involving the making of
				any false filing with the state entered within five years prior to the filing
				of the notice required under this exemption;
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart D - EXEMPT TRANSACTIONS › Section 130.436 - Procedures for Applying for Trading Authorization Pursuant to Section 4(F)(2) of the Act

Current through Register Vol. 48, No. 28, July 12, 2024
a) Any registered
				dealer who wishes to apply for trading authorization pursuant to Section
				4(F)(2) of the Act shall apply on a form and in the manner prescribed by the
				Secretary.
b) The application shall
				consist of the following:
1) Illinois Form
				4(F)(2), Application for Secondary Trading Authorization;
2) The required non-refundable filing fee as
				required by Section
				130.110;
3) Audited financial statements of the issuer
				covering its last three fiscal years or such lesser period, but not less than
				one year, during which the issuer was incorporated or otherwise
				organized;
4) Illinois Form 4F2-K
				(otherwise known as the annual report); and
5) Any other information or documents that
				the applicant may file as a part of the application for secondary trading
				authorization.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart D - EXEMPT TRANSACTIONS › Section 130.440 - Procedures for Filing Reports of Sale under Section 4.G of the Act

Current through Register Vol. 48, No. 28, July 12, 2024
a) The issuer,
				controlling person, or dealer shall file with the Springfield or Chicago office
				of the Securities Department one copy of the Report of Sale on Illinois Form 4G
				or Form D executed by a person duly designated by the filing party, accompanied
				by the filing fee referred to below on or after the date of the first sale made
				to an Illinois resident in reliance upon Section 4.G of the Act, but no later
				than twelve months after the date of the first such sale.
b) The filing fee for each Report of Sale
				required under Section 4.G of the Act shall be in the amount specified in
				Section
				130.110. The
				Report of Sale shall not be deemed to be filed until the proper filing fee is
				delivered to the Securities Department.
c) The Securities Department will review a
				Report of Sale submitted under Section 4.G of the Act and notify the filing
				party of any deficiencies. A Report of Sale shall not be deemed to be filed
				unless the information required by Section
				130.442
				of this Part is included therein without any material deficiency.
d) By filing a Report of Sale, the filing
				party attests that the sales covered by the Report of Sale have not and will
				not be made by means of general advertising or general solicitation in this
				State; the sales of such securities have not and will not be made, commissions,
				discounts or other remuneration have not and will not be paid, and prospectuses
				have not and will not be delivered, in each case in excess of those permitted
				by Section 4.G of the Act; and the filing party will provide a copy of the
				prospectus, offering circular or other disclosure document, as the case may be,
				or the name and address of each Illinois purchaser to the Securities Department
				within 72 hours after written request (which may be made by electronic,
				facsimile or other similar transmission or delivery).
e) The penalty for failure to file timely
				shall be in the amount specified in Section
				130.110 of this
				Part.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart D - EXEMPT TRANSACTIONS › Section 130.441 - Calculation of Number of Persons Under Section 4.G or 4.M of the Act

Current through Register Vol. 48, No. 28, July 12, 2024
a) For purposes of
				Section 4.G and 4.M of the Act, any sale or issuance of securities to, or
				subscription by, two or more persons as joint tenants with right of
				survivorship shall be deemed to be a sale or issuance to one purchaser or
				subscriber, as the case may be.
b)
				The sale of securities under Section 4.G or subscription to purchase securities
				or issuance of securities under Section 4.M of the Act to any relative, spouse
				or relative of the spouse of a purchaser or subscriber who has the same
				principal residence or domicile as the purchaser or subscriber shall not be
				deemed to be a sale to an additional purchaser or subscriber.
c) Each person shall be counted as one
				purchaser or subscriber. If, however, a person has been organized for the
				specific purpose of acquiring the securities offered, then each beneficial
				owner of equity securities or equity interests in the entity (other than a
				person as to whom the offer and sale of the securities would have been an
				exempt transaction under another subsection of Section 4 of the Act, had such
				securities been offered and sold to such person directly) shall be counted as a
				separate purchaser or subscriber for the purposes of Section 4.G or 4.M of the
				Act except to the extent provided in subsections (a) and (b) of this
				Section.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart D - EXEMPT TRANSACTIONS › Section 130.442 - Report of Sale of Securities pursuant to Section 4.G of the Act

Current through Register Vol. 48, No. 28, July 12, 2024
The Report of Sale of securities sold in this State in
				  reliance upon Section 4.G of the Act shall contain, without limitation, the
				  following:
a) the name, business
				address and telephone number of the issuer, and as applicable, of the
				controlling person and dealer;
b) a
				description of the securities sold to residents of this State; and
c) the date of the initial sale of securities
				to residents of this State for this reporting period;
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart D - EXEMPT TRANSACTIONS › Section 130.490 - Procedures for Filing Reports of Sale under Section 4.P of the Act

Current through Register Vol. 48, No. 28, July 12, 2024
a)
1) The issuer shall file with the Springfield
				office of the Securities Department one copy of the Report on Form 4P manually
				signed by a person duly designated by the filing party:
A) no later than 6 months after the first
				sale of securities made to an Illinois resident in reliance upon Section 4.P of
				the Act, or
B) every 6 months after
				the first sale of securities made to an Illinois resident in reliance upon
				Section 4.P of the Act until all such sales have been concluded; and
C) no later than 30 days after the date on
				which the issuer, controlling person or dealer, as the case may be, determines
				that no further sales of securities will be made to Illinois residents in
				reliance upon Section 4.P of the Act; provided that such date shall be no later
				than the date of the last sale of securities pursuant to that offering of which
				the securities being offered in reliance upon Section 4.P of the Act are a
				part.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart D - EXEMPT TRANSACTIONS › Section 130.491 - Report of Sale of Securities Pursuant to Section 4(P) of the Act

Current through Register Vol. 48, No. 28, July 12, 2024
The Report of Sale of securities sold in reliance upon
				  Section 4(P) of the Act shall contain, but not be limited to:
a) the name, address and telephone number of
				the issuer, and as applicable, of the controlling person and dealer;
b) a description of the securities sold to
				residents of this State;
c) the
				total amount of the securities sold to residents of this State in reliance upon
				Section 4(P) of the Act for the period covered by the Report of Sale and to the
				date of the Report of Sale;
d) for
				the sales covered by the Report of Sale, the names and addresses of the
				purchasers who report to the issuer that they are residents of this State and
				the dates on which the sales were made;
e) a representation that no commission,
				discount or other remuneration was paid or given, directly or indirectly, for
				or on account of the sales covered by the Report of Sale:
f) a representation that as of the date of
				the Report of Sale;
1) no person owned of
				record or beneficially securities of the issuer having a value in excess of the
				lesser of $5,000 or 4% of the equity capitalization of the issuer;
2) the population of the municipality within
				which the area that is to be redeveloped is located did not exceed 50,000 as of
				the last United States Census;
3)
				all officers and directors of the issuer had been residents of such
				municipality for not less than 3 years immediately preceding the effectiveness
				of the offering sheet (i.e. disclosure statement) descriptive of the securities
				covered by the Report of Sale; and
4) no event had occurred which rendered the
				offering sheet then on file with the Securities Department, including any
				amendments thereto, misleading, or as the result of which such offering sheet,
				as amended, omitted to state a material fact necessary to make the statements
				in the offering sheet, in light of the circumstances, not misleading.
				Misleading statements would include, but not be limited to, material changes in
				financial condition, litigation having been filed against the issuer claiming
				more than 10% of the assets of the issuer, changes in management, and changes
				in the number of shares outstanding.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart D - EXEMPT TRANSACTIONS › Section 130.492 - Exemption from Registration for Certain Canadian Broker-Dealers and Agents and for Transactions Effected by Certain Canadian Broker-Dealers

Current through Register Vol. 48, No. 28, July 12, 2024
a) A broker-dealer
				who is a resident of Canada and who has no office or other physical presence in
				this State is exempted from the broker-dealer registration requirements in
				Section 8 of the Act, provided the broker-dealer:
1) is registered with or is a member of a
				self-regulatory organization in Canada, stock exchange in Canada or the Bureau
				des Services Financiers;
2)
				maintains in good standing its provincial or territorial registration and its
				registration with or membership in a self-regulatory organization in Canada,
				stock exchange in Canada or the Bureau des Services Financiers; and
3) effects or attempts to effect transactions
				in securities only:
A) with or for a person
				from Canada who is temporarily present in this State with whom the Canadian
				person had a bona fide business-client relationship before the person entered
				this State;
B) with or for a person
				present in this State whose transactions are in a Canadian self-directed tax
				advantaged retirement account of which the person is the holder or
				contributor.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart D - EXEMPT TRANSACTIONS › Section 130.493 - Crowdfunding Pursuant to Section 4.T of the Act - Issuers

Current through Register Vol. 48, No. 28, July 12, 2024
a) Duties of the Issuer
For purposes of this Section, "investor" means a purchaser or
				  prospective purchaser, and "internet portal" means a registered internet portal
				  as defined in Section 8d(b) of the Act and required by Section 4.T of the Act
				  and Section 130.494 of this Part.
1)
				Filing Requirements and Forms
A) Notice
				Filing. The issuer shall file a notice on Form CF (Crowdfunding Issuer Form)
				with the Secretary of State not less than 15 days before the earlier of the
				first offer or sale of securities or the use of any general solicitation with
				respect to the offering. The Form CF must include the offering statement and
				all required information and documentation specified on the form.
B) Annual Renewal. The notice filed pursuant
				to this subsection (a)(1) shall be effective for up to 12 months, subject to
				annual renewal. The annual renewal shall be filed on Form CF within 30 days
				before the expiration of the original filing, and shall include a sales report
				indicating the number of investors in the offering and the number of, and value
				of, securities sold.
C) Termination
				of Offering. The issuer shall file Form CF-T with the Secretary of State, and
				provide a copy to the relevant internet portal, no later than 15 days after the
				termination of the offering. Termination shall include those offering that are
				completed for purposes of this exemption.
D) Filing Fees. The filing of Form CF,
				including the filing of a renewal Form CF and an amended Form CF, shall include
				the payment of the filing fee of $100 required by Section 18.1 of the
				Act.
E) Review of Filing. If, upon
				review of the Form CF, the Secretary of State determines that the form is
				incomplete, or that the offering should not be permitted, the Secretary of
				State shall notify the issuer (and the broker, dealer or internet portal if
				applicable) on or before the initial commencement date of the offering. Absent
				that notification, the offering is deemed permitted. Nothing in this Part
				limits the authority of the Secretary of State to investigate, issue orders or
				enforce any provisions of the Act or rules thereunder with regard to the filing
				of Form CF and the subject offering.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart D - EXEMPT TRANSACTIONS › Section 130.494 - Crowdfunding Pursuant to Section 4.T of the Act - Internet Portals

Current through Register Vol. 48, No. 28, July 12, 2024
a) Definition.
				"Internet portal" has the meaning ascribed in Section 2.36 of the Act.
				Additionally, in this Section, when the context so indicates, the term
				"internet portal" also means the entity maintaining the internet
				portal.
b) Internet Portals.
				Internet portals serving as platforms for crowdfunding activity as described in
				Section 4.T of the Act must be registered with the Secretary of State. Brokers
				registered under the Securities Exchange Act of 1934, or registered as funding
				portals under the Securities Act of 1933, or registered as dealers with the
				Secretary of State, are exempt from registering as internet portals under this
				subsection (b)(1), but are subject to all other provisions of this Section.
1) Filing Requirements, Forms and Fees
A) Internet portals shall file Form IP with
				the Secretary of State in accordance with the instructions on the form. The
				registration shall be effective for one year.
B) The Form IP, including a renewal
				application or amended form, shall be accompanied by all relevant documentation
				required by the form and a filing fee of $300, as required by Section 18.1 of
				the Act.
C) Annual renewal
				applications shall be filed within 30 days prior to the expiration of the one
				year registration period by filing Form IP.
D) Amendments or modifications to Form IP
				shall be filed within 10 days after any information previously submitted on
				Form IP becoming inaccurate.
E)
				Withdrawals of registration shall be filed promptly on Form IP-W, in accordance
				with the instructions on the form, upon ceasing to operate as a funding portal.
				Withdrawal will be effective on the later of 30 days after receipt of Form IP-W
				by the Secretary of State (after the internet portal is no longer operational),
				or by a later date to which the internet portal consents, or by a later date
				the Secretary of State, by order, may determine based on the public interest or
				the protection of investors. If a Secretary of State proceeding is pending
				pursuant to Section 11 of the Act when the application is filed or a proceeding
				is instituted within 30 days after the application is filed, withdrawal becomes
				effective at the time and upon the conditions the Secretary of State, by order,
				determines, based on the public interest and protection of investors. The
				Secretary of State may deny the withdrawal application if the internet portal's
				registration is revoked or canceled by the Secretary of State.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart E - REGISTRATION OF SECURITIES › Section 130.501 - Title of Securities

Current through Register Vol. 48, No. 28, July 12, 2024
Wherever the title of securities is required to be stated
				  there shall be given such information as will indicate the type and general
				  character of the securities, including the following:
a) In the case of shares, the par or stated
				value, if any; the rate of dividends, if fixed, and whether cumulative or
				noncumulative; a brief indication of the preference, if any; and if
				convertible, a statement to that effect.
b) In the case of funded debt, the rate of
				interest; the date of maturity, or if the issue matures serially, a brief
				indication of the serial maturities, such as "maturing serially from 1980 to
				1990"; if the payment of principal or interest is contingent, an appropriate
				indication of such contingency, a brief indication of the priority of the
				issue; and if convertible, a statement to that effect.
c) In the case of any other kind of security,
				appropriate information of comparable character.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart E - REGISTRATION OF SECURITIES › Section 130.502 - Financial Statement Requirements

Current through Register Vol. 48, No. 28, July 12, 2024
For the purpose of this Part and to insure uniform
				  interpretation, the form and content of financial statements, which are to be
				  filed in connection with any filing under the Act, shall conform to
				  17 CFR
				  210.1-01 through
				  17 CFR
				  210.12-29 (Regulation S-X) (May 31, 2011) and
				  Accounting Series Releases as they relate to the Federal 1933 Act and the
				  Federal 1934 Act.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart E - REGISTRATION OF SECURITIES › Section 130.503 - Disclaimer of Control

Current through Register Vol. 48, No. 28, July 12, 2024
If the existence of control is open to reasonable doubt in
				  any instance, the registrant may disclaim the existence of control and any
				  admission thereof; in such case, however, the registrant shall state the
				  material facts pertinent to the possible existence of
				  control.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart E - REGISTRATION OF SECURITIES › Section 130.505 - Formal Requirements as to Consents

Current through Register Vol. 48, No. 28, July 12, 2024
a) If the name of any accountant, engineer,
				or appraiser, or any person whose profession gives authority to a statement
				made by him, has been made any part of the application for registration, or if
				the person is named as having prepared or certified a report, the written
				consent of such person shall be filed with the application for
				registration.
b) All written
				consents of experts filed with an application for registration pursuant to
				these rules shall be dated and signed manually. A list of the consents shall be
				filed with the application for registration. Where the consent of an expert is
				contained in his report, a reference shall be made in the list to the report
				containing the consent.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart E - REGISTRATION OF SECURITIES › Section 130.506 - Consents Required in Special Cases

Current through Register Vol. 48, No. 28, July 12, 2024
a) If any portion of the report of an expert
				is quoted or summarized as such in the application for registration or in a
				prospectus, the written consent of the expert shall expressly state that the
				expert consents to such quotation or summarization.
b) If it is stated that any information
				contained in the application for registration has been reviewed or passed upon
				by any persons and that the information is set forth in the application for
				registration upon the authority of or in reliance upon such persons as experts,
				the written consents of the persons shall be filed with the application for
				registration.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart E - REGISTRATION OF SECURITIES › Section 130.507 - Application to Dispense with Consent

Current through Register Vol. 48, No. 28, July 12, 2024
An application to the Secretary of State to dispense with any
				  written consent of an expert shall be made by the registrant and shall be
				  supported by an affidavit or affidavits establishing that the obtaining of the
				  consent is impracticable or involves undue hardships on the registrant. The
				  application shall be filed and the consent of the Secretary of State shall be
				  obtained prior to the date of registration.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart E - REGISTRATION OF SECURITIES › Section 130.508 - Consent to Use of Material Incorporated by Reference

Current through Register Vol. 48, No. 28, July 12, 2024
If the Act requires the filing of a written consent to the
				  use of any material in connection with the application for registration, the
				  consent shall be filed with the application for registration even though the
				  material is incorporated therein by reference.
Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart E - REGISTRATION OF SECURITIES › Section 130.510 - Procedures for Registration of Securities by Coordination under Section 5.A of the Act

Current through Register Vol. 48, No. 28, July 12, 2024
a) Filing
				Requirements
1) Application for registration
				of securities pursuant to Section 5.A of the Act shall be made by filing the
				following documents with the Securities Department in Springfield in the form
				required by Section 5.A(2) of the Act:
A) One
				copy of the registration statement (without exhibits) that sets fort the title
				of the securities, price or proposed offering price, and aggregate number of
				units to be offered by the registration statement on file with the SEC in its
				most recent form as of the date of the initial filing under Section 5.A of the
				Act;
B) A completed Application to
				Register Securities on Form U-1 as provided in Appendix B, executed by the
				applicant, if a natural person; or by a general partner, if the applicant is a
				partnership; or by an officer of the applicant, if a corporation; or in other
				cases by a credible person having knowledge of the facts, setting forth the
				title of the securities to be registered, the total offering of securities in
				number and dollar amount, the offering of securities in number and dollar
				amount to be offered in this State, the offering price or proposed offering
				price and the proposed maximum aggregate price and the proposed maximum
				aggregate price for the securities in this State as defined in Section
				130.251
				and, if the applicant is electing the date of effectiveness of a post-effective
				amendment filed or to be filed with the SEC as its "effective date" as defined
				in Section 2.13 of the Act, specifying that date as the "effective date" for
				purposes of paragraph 6 of the Application;
C) If the applicant is not a registered
				dealer, the name of at least one registered dealer for the securities being
				registered (except that, in the case of securities being offered and sold on a
				delayed or continuous basis pursuant to
				17 CFR
				230.415 (May 31, 2011), the name of the
				registered dealer may be furnished no later than the close of business on the
				second business day following the commencement of sales of the registered
				securities), or if no registered dealer is participating in the offering, a
				description of the method by which the securities being registered will be
				offered and sold in Illinois in compliance with Section 8 of the Act;
				and
D) The filing fee required by
				Section 5.C(1) of the Act in the form and amount required by Section
				130.110 of this
				Part.