SECURITIES
Business Opportunities
Registration and Licensing
Unless exempt under the law, a business opportunity is required to be registered with the Illinois Secretary of State Securities Department prior to any offer or sale. As defined under the Business Opportunity Sales Law of 1995, a business opportunity is commenced when it is agreed that the seller will provide to the purchaser to start a business and the purchaser is required to pay the seller more than $500 within a period of six months. All sellers of a business opportunity are required to deliver a disclosure document to each consumer at least 14 days prior to executing a contract or agreement.
A business opportunity seller must file the following documents with the Secretary of State for each business opportunity established by the seller before conducting business in Illinois, unless exempt by law: Application to Register or Renew Business Opportunities IL BSOP Form 5-25, Consent to Service of Process Illinois Form BO5, one completed copy of the Illinois Business Opportunity Disclosure Document IL BSOP Form 5-35, Franchise Offering Circular or equivalent document prepared pursuant to the Federal Trade Commission Rule, and the required filing fee. Registration of the business opportunity will become effective on the expiration of the 10 days after a completed filing is made. The Secretary of State’s office may issue a cease and desist order denying its effectiveness if it is in the public interest. The registration is effective for one year.
Changes that render information on the application or documents on file with the Secretary of State inaccurate must be reported to the Secretary of State within 10 business days after the change occurred. Registrants must file for renewal of registration annually.
Fees
- Initial Application Fee — $300
- Fee to Report a Material Change — $25
- Annual Renewal Fee — $300
Late fees are assessed if the required forms or fees are not filed or paid in a timely manner.
To search for a business opportunity filing, please visit the Securities Search section.
Audit and Compliance
Frequent problems encountered by sellers attempting to become registered as a business opportunity include a seller's earnings claims, premature offerings, disclosure of risk factors and future operations costs, and current financial statements. With regard to these areas of the disclosure requirements, please remember the following guidelines:
- Earnings claims: Any representations made by the seller to the purchaser concerning sales or profits of a business opportunity must include supporting documentation evidencing the bases or assumptions for any actual or projected income; the number or purchasers within a period of three years; and the number of purchasers who within three years of the date of the disclosure document; have actually received earnings in the amount specified.
- Premature offerings: Sellers are not permitted to initiate any written or verbal solicitations to potential purchasers until all deficiencies are completed and the seller has obtained a Secretary of State issued Certificate of Registration.
- Risk factors and future anticipated costs: A recurring complaint from business opportunity purchasers is that certain costs incurred during the operation of a business opportunity where not disclosed when the agreement was executed (i.e. travel agent restrictions, pay telephone licenses and carrier commissions, advanced training, and locator fees). Sellers are reminded that any business opportunity investment is one of considerable risk. Industry competition, unprotected territories, prior bankruptcy by seller's affiliates, license or permit restrictions, and net worth of the company are examples of risk factors that are required to be described in detail in the disclosure document.
- Financial Statement: At a minimum, a seller is required to submit a limited review prepared within 13 months of the first offer made in the State of Illinois. However, the Securities Department will accept a seller's balance sheet during the first year of registration in the state. A current financial statement must be filed annually when a seller applies for renewal. Specific information on the disclosure, which includes financials, can be found in Section 5-30 of the Business Opportunity Act of 1995 and Section 135.300 of the attendant rules.
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The Secretary of State, Illinois Securities Department or their information providers shall not be liable regardless of the cause or duration, for any errors, inaccuracies, omissions or untimeliness of the information, or for any delay or interruption in the transmission thereof to the user, or for any claims or losses arising therefrom.