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Securities (Offering) Registration Securities of issuers, including but not limited to, notes, stocks, bonds, debentures, certificates of interest or participations in any profit-sharing agreements, fractional undivided interests, limited partnership interests or, in general, any interest or instrument commonly know as a "security", must be registered with the Secretary of State prior to offer or sale, unless exempt under law. An application for registration on Form U-1 PDF, Uniform Application to Register Securities must be filed with the Secretary of State together with a prospectus or offering document and filing fee. The prospectus or offering document must disclose information about the issuer, the securities being offered for sale, how the proceeds from the sale of the securities will be used by the issuer, how the securities will be sold, and contain audited financial statements. The securities must be sold by a registered securities dealer or registered salesperson(s) for the issuer. Officers of the issuer may also offer or sell the securities provided no commission or other compensation is paid in connection with the sale of the securities. The prospectus or offering document will be reviewed for full disclosure. The securities will be registered when the application is complete and accurate provided there are no statutory disqualifications. Material changes to information contained in the prospectus or offering document must be reported to the Secretary of State within two business days after such occurrence together with an amendment or supplement to the prospectus or offering document. Periodic sales reports may be required depending on the registration. The registration is effective for one year unless sooner terminated. The securities may be re-registered if all of the securities were not sold during the initial registration. Fees: Exam Fee: $300, if applicable Filing Fee: 1/20th of 1% of the aggregate offering in Illinois with a minimum fee of $500 and a maximum fee of $2,500. Amendment Filing Fee: $50, if applicable. Re-Registration Fee: Same as initial fee(s). Small Company Offering Registration Securities of issuers, including but not limited to, notes, stocks, bonds, debentures, fractional undivided interests, limited partnership interests or, in general, any interest or instrument commonly known as a "security", relying upon Regulation D, Rule 504 if using general solicitation or advertising, or Regulation A under the Federal Securities Act or intra state filings are subject to registration by qualification. An application for registration on Form U-1, Uniform Application to Register Securities must be filed with the Secretary of State together with Form U-7, Small Company Offering Registration Form ("disclosure document") or other offering circular and a filing and examination fee. (add): An instruction manual is available here. http://www.nasaa.org/content/Files/SCORIM92899.doc. Material changes to information contained in the disclosure document must be reported to the Secretary of State within two business days after such occurrence together with an amendment or supplement to the disclosure document. Periodic sales reports are required during the period of registration. The registration is effective for one year unless sooner terminated. The securities may be re-registered if all of the securities were not sold during the initial registration. Fees: Exam Fee: $150 Filing Fee: $250 Amendment Filing Fee: $25 Re-Registration Fee: Same as initial fee(s) Uniform Limited Offering Exemption (ULOE) Securities of issuers, including but not limited to, notes, stocks, bonds, debentures, fractional undivided interests, limited partnership interests or, in general, any interest or instrument commonly known as a "security", relying on Regulation D, Rule 505 under the Federal Securities Act may qualify for an exemption from registration under the law. A notice on Form D must be filed with the Secretary of State by the issuer within 15 days of receipt of consideration or the return of a subscription agreement by an investor in this State which results from an offer being made in reliance upon this exemption and be accompanied by a filing fee. Disqualification provisions apply to Regulation D, Rule 505 offerings. Fees: Filing Fee: $200 Private Placement Exemption Securities of issuers, including but not limited to, notes, stocks, bonds, debentures, fractional undivided interests, limited partnership interests or, in general, any interest or instrument commonly known as a "security", to residents of this State to less than 35 persons or less than $1,000,000 in aggregate sales and where no general advertising or general solicitation has occurred in this State and no commission, discount or other remuneration exceeding 20% of the sale price of such security has been paid for such sales may qualify for an exemption from registration under the law. A Report of Sale on Illinois Form 4G PDF or Form D (Rule 504) must be filed with the Secretary of State by the issuer, controlling person or dealer within 12 months of the first sale to an Illinois resident in reliance upon the exemption. In addition to the name and address of the issuer and, if applicable, the controlling person and dealer, a description of the securities sold, and a representation that there was no general advertising or general solicitation, (date of first sale to Illinois resident) and the total dollar amount sold or to be sold and be accompanied by a filing fee. Fees: Filing Fee: $100 Late Filing Fee for Failure to file timely: $100 Licensing/Securities Broker-Dealers Persons engaging directly or indirectly, as agent, broker or principal, in the business of offering, selling, buying and selling or otherwise dealing or trading in securities must be registered as a broker-dealer with the Secretary of State, unless exempt under the law. An application for registration on Form BD PDF, Uniform Application for Broker-Dealer Registration, must be filed with the National Association of Securities Dealers, Inc. Central Registration Depository ("NASD/CRD") together with the filing fee. An unaudited balance sheet, and an Illinois form entitled Additional Information required by Section 130.810(b) (3)-(5) and (7) of the Rules for Registration as a Securities Dealer are also required to be filed directly with the Secretary of State. The applicant must have at least one examination-qualified principal to supervise sales activities in this State. The firm will be registered when the application is complete and accurate provided there are no statutory disqualifications. Changes that render information on the application inaccurate must be reported to the Secretary of State through the NASD/CRD within 10 business days after the occurrence of the change. An Illinois Designated Principal Form must be filed annually with the Secretary of State on or before December 31. An Illinois Branch Office Form listing each branch office located in the State must be filed annually with the Secretary of State on or before June 30. Registrants must file annually for re-registration through the NASD/CRD. Fees: Filing Fee: $600 Renewal Fee: $600 Branch Office Fee: $20 for each office in this State Late fees are assessed when the required forms or fees are not timely filed or paid. Licensing/Securities Salespersons A securities salesperson must be registered with the Secretary of State before he or she may offer, purchase or sell securities on behalf of a securities dealer, issuer or controlling person. Firms that are members of the National Association of Securities Dealers, Inc. ("NASD") must complete and file a Form U-4 PDF, Uniform Application for Securities Industry Registration or Transfer, on behalf of each salesperson with the NASD Central Registration Depository (CRD) together with the filing fee. Non-NASD member firms, issuers, or controlling persons must file the Form U-4 PDF on behalf of each salesperson directly with the Secretary of State together with the filing fee. Applicants must be at least 18 years of age and have passed the Series 63 or 66 Exam and the Series 7 or other authorized exam depending on the type of securities activity to be conducted. The salesperson will be registered when the application is complete and accurate provided there are no statutory disqualifications. Changes that render information on the application inaccurate must be reported by filing an amended Fees: Filing Fee: $150 Renewal Fee: $150 DISCLAIMER |
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