(815 ILCS 602/Art. 5 heading)
(815 ILCS 602/5-1)
Sec. 5-1. Short title. This Article shall be known and may be cited as the Business Opportunity Sales Law of 1995.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 602/5-5)
Sec. 5-5. Definitions. As used in this Law, the terms defined in the Sections following this Section and preceding Section 5-6 have the meanings ascribed therein.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 602/5-5.05)
Sec. 5-5.05. Advertising. "Advertising" means any circular, prospectus, advertisement or other material or any electronic communication including, but not limited to, radio, television, pictures or similar means used in connection with an offer or sale of any business opportunity.
(Source: P.A. 92-308, eff. 1-1-02.)
(815 ILCS 602/5-5.10)
Sec. 5-5.10. Business opportunity.
(a) "Business opportunity" means a contract or agreement, between a seller and purchaser, express or implied, orally or in writing, wherein it is agreed that the seller or a person recommended by the seller shall provide to the purchaser any product, equipment, supplies or services enabling the purchaser to start a business when the purchaser is required to make a payment to the seller or a person recommended by the seller and the seller represents directly or indirectly, orally or in writing, any of the following, that:
(b) "Business opportunity" does not include:
1-1-01; 92-308, eff. 1-1-02.)
(815 ILCS 602/5-5.15)
Sec. 5-5.15. Marketing plan. "Marketing plan" means advice or training, provided to the purchaser by the seller or a person recommended by the seller, pertaining specifically to the sale of any enterprise, product, equipment, supplies or services and the advice or training includes, without limitation, preparing or providing:
(Source: P.A. 92-308, eff. 1-1-02.)
(815 ILCS 602/5-5.20)
Sec. 5-5.20. Offer or offer to sell. "Offer" or "offer to sell" includes every attempt to dispose of a business opportunity for value or solicitation of an offer to purchase a business opportunity.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 602/5-5.25)
Sec. 5-5.25. Ongoing business. "Ongoing business" means an existing business that, for at least 6 months prior to the offer, has been operated from a specific location, has been open for business to the general public and has substantially all of the equipment and supplies necessary for operating the business.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 602/5-5.30)
Sec. 5-5.30. Person. "Person" means an individual, corporation, trust, partnership, a joint stock company, limited liability partnership, limited liability company, incorporated or unincorporated association or any other entity.
(Source: P.A. 92-308, eff. 1-1-02.)
(815 ILCS 602/5-5.35)
Sec. 5-5.35. Purchaser. "Purchaser" means a person who enters into a contract or agreement for the acquisition of a business opportunity or a person to whom an offer to sell a business opportunity is directed.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 602/5-5.40)
Sec. 5-5.40. Sale or sell. "Sale" or "Sell" means every contract or agreement of sale, contract to sell, disposition of a business opportunity or interest in a business opportunity for value.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 602/5-5.45)
Sec. 5-5.45. Seller. "Seller" means a person who sells or offers to sell a business opportunity or any agent or person who directly or indirectly acts on behalf of such person.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 602/5-5.50)
Sec. 5-5.50. Secretary of State. "Secretary of State" means the Secretary of State of Illinois.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 602/5-10)
Sec. 5-10. Exemptions. Registration pursuant to Section 5-30 shall not apply to any of the following:
(a) Any offer or sale of a business opportunity for which the immediate cash payment made by the purchaser for any business opportunity is at least $25,000 if the immediate cash payment does not exceed 20% of the purchaser's net worth as determined exclusive of principal residence, furnishings therein, and automobiles; provided, however, the Secretary of State may by rule or regulation withdraw or further condition the availability of this exemption.
(b) Any offer or sale of a business opportunity which the seller does not advertise, solicit, or sell for an initial payment to the seller or a person recommended by the seller exceeding $500.
(c) Any offer or sale of a business opportunity where the seller has a net worth of not less than $1,000,000 as determined on the basis of the seller's most recent audited financial statement, prepared within 13 months of the first offer in this State. Net worth may be determined on a consolidated basis where the seller is at least 80% owned by one person and that person expressly guarantees the obligations of the seller with regard to the offer or sale of any business opportunity claimed to be exempt under this subsection. The Secretary of State may by rule or regulation withdraw or further condition the availability of this exemption.
(d) Any offer or sale of a business opportunity where the purchaser has a net worth of not less than $250,000. Net worth shall be determined exclusive of principal residence, furnishings therein, and automobiles. The Secretary of State may by rule or regulation withdraw or further condition the availability of this exemption.
(e) Any offer or sale of a business opportunity where the purchaser is a bank, savings and loan association, trust company, insurance company, credit union, or investment company as defined by the federal Investment Company Act of 1940, pension or profit sharing trust, or other financial institution or institutional buyer, or a dealer registered under the Illinois Securities Law of 1953, where the purchaser is acting for itself or in a fiduciary capacity.
(f) Any offer or sale of a business opportunity which is defined as a franchise under the Franchise Disclosure Act of 1987 provided that the seller delivers to each purchaser 14 days prior to the earlier of the execution by a purchaser of any contract or agreement imposing a binding legal obligation on the purchaser or the payment by a purchaser of any consideration in connection with the offer or sale of the business opportunity, a disclosure document prepared in accordance with the requirements of Section 16 of the Illinois Franchise Disclosure Act of 1987, as it may be amended.
(g) Any offer or sale of a business opportunity for which the cash payment required to be made by a purchaser for any business opportunity does not exceed $500 and the payment is made for the not-for-profit sale of sales demonstration equipment, material, or samples or the payment is made for product inventory sold to the purchaser at a bona fide wholesale price.
(h) Any offer or sale of a business opportunity which the Secretary of State exempts by order or a class of business opportunities which the Secretary of State exempts by rule or regulation upon the finding that such exemption would not be contrary to public interest and that registration would not be necessary or appropriate for the protection of purchasers.
(Source: P.A. 96-648, eff. 10-1-09.)
(815 ILCS 602/5-15)
Sec. 5-15. Denial or revocation of exemptions.
(a) The Secretary of State may by order deny or revoke any exemption specified in Section 5-10 of this Law with respect to a particular offering of one or more business opportunities. No such order may be entered without appropriate prior notice to all interested parties, opportunity for hearing, and written findings of fact and conclusions of law.
(b) If the public interest or the protection of purchasers so requires, the Secretary of State may by summary order deny or revoke any of the specified exemptions pending final determination of any proceedings under this Section. Upon the entry of the order, the Secretary of State shall promptly notify all interested parties that it has been entered and of the reasons therefor and that the matter will be set for hearing upon written request filed with the Secretary of State within 30 days after the receipt of the request by the respondent. If no hearing is requested and none is ordered by the Secretary of State, the order will remain in effect until it is modified or vacated by the Secretary of State. If a hearing is requested and none is ordered by the Secretary of State, the order will 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 an opportunity for hearing to all interested persons, may modify or vacate the order or extend it until final determination.
(c) No order under this Section may operate retroactively.
(d) No person may be considered to have violated Section 5-25 by reason of any offer or sale effected after the entry of an order under paragraph (1) of Section 5-65 of this Law if he or she sustains the burden of proof that he or she did not know, and in the exercise of reasonable care could not have known, of the order.
(e) Notwithstanding any provision to the contrary, this Law shall not apply to (i) any dealer, salesperson, or investment adviser registered under 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 under the federal securities law, (ii) an associated person described in subdivision (h)(2) of Section 15 of the Federal 1934 Act, (iii) an investment adviser registered under Section 203 of the Federal 1940 Investment Advisers Act, or (iv) a person described in subdivision (a)(11) of Section 202 of the Federal 1940 Investment Advisers Act.
(f) This Law 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.
(Source: P.A. 100-201, eff. 8-18-17.)
(815 ILCS 602/5-20)
Sec. 5-20. Burden of proof and evidentiary matters.
(a) In any administrative, civil, or criminal proceeding related to this Law, the burden of proving an exemption, an exception from a definition or an exclusion from this Law is upon the person claiming it.
(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) In any administrative, civil, or criminal action, the Secretary of State may issue a certificate under the seal of the State of Illinois, signed by the Secretary of State, showing that any document or record is a true and exact copy, photocopy or otherwise, of the record or document on file with the Secretary of State under this Act; and such certified document or record shall be admissible in evidence with the same effect as the original document or record would have if actually produced.
(d) Any certificate pursuant to subsection (b) or (c) 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 602/5-25)
Sec. 5-25. Registration requirement. It is unlawful for any person to offer or sell any business opportunity in this State unless the business opportunity is registered under this Law or is exempt under Section 5-10 of this Law.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 602/5-30)
Sec. 5-30. Registration.
(a) In order to register a business opportunity, the seller shall file with the Secretary of State one of the following disclosure documents with the appropriate cover sheet as required by subsection (b) of Section 5-35 of this Law, a consent to service of process as specified in subsection (b) of this Section, and the appropriate fee as required by subsection (c) of this Section which is not returnable in any event:
(b) Every seller shall file, in the form as the Secretary of State may prescribe, an irrevocable consent appointing the Secretary of State or the successor in office to be the seller's attorney to receive service of any lawful process in any noncriminal suit, action or proceeding against the seller or the seller's successor, executor or administrator which arises under this Law after the consent has been filed, with the same force and validity as if served personally on the person filing the consent. Service may be made by delivering a copy of the process in the office of the Secretary of State, but is not effective unless the plaintiff or petitioner in a suit, action or proceeding, forthwith sends notice of the service and a copy of the process by registered or certified mail, return receipt requested, to the defendant's or respondent's most current address on file with the Secretary of State, and the plaintiff's affidavit of compliance with this subsection is filed in the case on or before the return date of the process, if any, or within such further time as the court allows.
(c)(1) The Secretary of State shall by rule or regulation impose and shall collect fees necessary for the administration of this Law including, but not limited to, fees for the following purposes:
(d) A registration automatically becomes effective upon the expiration of the 10th full business day after a complete filing, provided that no order has been issued or proceeding pending under Section 5-45 of this Law. The Secretary of State may by order waive or reduce the time period prior to effectiveness, provided that a complete filing has been made. The Secretary of State may by order defer the effective date until the expiration of the 10th full business day after the filing of any amendment.
(e) The registration is effective for one year commencing on the date of effectiveness and may be renewed annually upon the filing of a current disclosure document accompanied by any documents or information that the Secretary of State may by rule or regulation or order require. The annual renewal fee shall be in the same amount as the initial registration fee as established under subsection (c) of Section 5-30 of this Law which shall not be returnable in any event. Failure to renew upon the close of the one year period of effectiveness will result in expiration of the registration. The Secretary of State may by rule or regulation or order require the filing of a sales report.
(f) The Secretary of State may by rule or regulation or order require the filing of all proposed literature or advertising prior to its use.
(g) Notwithstanding the foregoing, applications for renewal of registration of business opportunities 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. 96-648, eff. 10-1-09.)
(815 ILCS 602/5-35)
Sec. 5-35. Disclosure requirements.
(a) It shall be unlawful for any person to offer or, sell any business opportunity required to be registered under this Law unless a written disclosure document as filed under subsection (a) of Section 5-30 of this Law is delivered to each purchaser at least 14 days prior to the execution by a purchaser of any contract or agreement imposing a binding legal obligation on the purchaser or the payment by a purchaser of any consideration in connection with the offer or sale of the business opportunity.
(b) The disclosure document shall have a cover sheet which is entitled, in at least 10-point bold type, "DISCLOSURE REQUIRED BY THE STATE OF ILLINOIS." Under the title shall appear the statement in at least 10-point bold type that "THE REGISTRATION OF THIS BUSINESS OPPORTUNITY DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR ENDORSEMENT BY THE STATE OF ILLINOIS. THE INFORMATION CONTAINED IN THIS DISCLOSURE DOCUMENT HAS NOT BEEN VERIFIED BY THIS STATE. IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT THIS INVESTMENT, SEEK PROFESSIONAL ADVICE BEFORE YOU SIGN A CONTRACT OR MAKE ANY PAYMENT. YOU ARE TO BE PROVIDED 10 BUSINESS DAYS TO REVIEW THIS DOCUMENT BEFORE SIGNING ANY CONTRACT OR AGREEMENT OR MAKING ANY PAYMENT TO THE SELLER OR THE SELLER'S REPRESENTATIVE". The seller's name and principal business address, along with the date of the disclosure document shall also be provided on the cover sheet. No other information shall appear on the cover sheet. The disclosure document shall contain the following information unless the seller uses a disclosure document as provided in paragraph (1) or (2) of subsection (a) of Section 5-30 of this Law:
(Source: P.A. 96-648, eff. 10-1-09.)
(815 ILCS 602/5-40)
Sec. 5-40. Contract or agreement provisions.
(a) It is unlawful for any person to offer or sell any business opportunity required to be registered unless the business opportunity contract or agreement is in writing and a copy of the contract or agreement is given to the purchaser at the time the purchaser signs the contract or agreement.
(b) Contracts or agreements shall set forth in at least ten-point type or equivalent size, if handwritten, the following:
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 602/5-45)
Sec. 5-45. Denial, suspension, or revocation of registration.
(a) The Secretary of State may issue an order denying effectiveness to, or suspending or revoking the effectiveness of, a registration if the Secretary of State finds that the order is in the public interest and that any of the following exist:
(b) The Secretary of State may not institute a proceeding under this Section against an effective registration on the basis of a fact or transaction known to the Secretary of State when the registration became effective unless the proceeding is instituted within the next 30 days.
(c) The Secretary of State may by summary order postpone or suspend the effectiveness of the registration pending final determination of any proceeding under this Section. Upon the entry of the order, the Secretary of State shall promptly notify the seller that the order has been entered and of the reasons therefor and that within 15 days after the receipt of a written request the matter will be set down for hearing. The written request must be made within 30 days of the entry of the order. If no hearing is requested and none is ordered by the Secretary of State, the order will 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 an opportunity for hearing to the seller, may modify or vacate the order or extend it until final determination.
(d) No summary order may be entered under any part of this Section, except the first sentence of subsection (c) of this Section, without appropriate prior notice to the seller, opportunity for hearing, and written findings of fact and conclusions of law.
(e) The Secretary of State may vacate or modify an order issued under this Section if the Secretary of State finds that the conditions which prompted its entry have changed or that it is otherwise in the public interest to do so.
(f) Notwithstanding anything in this Act to the contrary, the Secretary of State, after notice and opportunity for hearing, may, at the Secretary of State's discretion, enter into an agreed settlement, stipulation, or consent order with a respondent in accordance with the provisions of the Illinois Administrative Procedure Act. The provisions of the agreed settlement, stipulation, or consent order shall have the full force and effect of an order issued by the Secretary of State.
(g) The action of the Secretary of State in issuing any order under this Section shall be subject to judicial review under the Administrative Review Law.
(Source: P.A. 90-70, eff. 7-8-97; 91-357, eff. 7-29-99; 91-809, eff. 1-1-01.)
(815 ILCS 602/5-50)
Sec. 5-50. Minimum net worth or bond requirement.
(a) In connection with the offer or sale of a business opportunity, no seller may make or use any of the representations set forth in Section 5-5.10(a)(4) and Section 5-5.10(a)(5) of this Law unless the seller has at all times a minimum net worth of $25,000 as determined in accordance with generally accepted accounting principles. In lieu of the minimum net worth requirement, the Secretary of State may, by rule, regulation, or order, require a business opportunity seller to obtain a surety bond issued by a surety company authorized to do business in this State. The surety bond shall be in an amount not less than $25,000 and shall be in favor of this State for the benefit of any purchaser. The Secretary of State may by rule, regulation, or order, increase the amount of the bond for the protection of purchasers and may require the seller to file reports of all sales in this State to determine the appropriate amount of bond.
(b) Where the seller is required to obtain a surety bond, the seller shall maintain a surety bond for the duration of the guarantee or representation giving rise to the surety bond requirement. Upon expiration of the period of the guarantee, the seller may allow the surety bond to lapse provided that the seller shall give notice to the Secretary of State and all business opportunity purchasers in this State at least 30 days prior to the lapse of the bond.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 602/5-55)
Sec. 5-55. Administration of this Law.
(a) This Law shall be administered by the Secretary of State.
(b) It is unlawful for the Secretary of State or any of his or her officers or employees to use for personal benefit any information which is filed with or obtained by the Secretary of State and which is not made public. No provision of this Law authorizes the Secretary of State or any of the Secretary of State's officers or employees to disclose any such information except among themselves or when necessary or appropriate in a proceeding or investigation under this Law. No provision of this Law either creates or derogates from any privilege which exists at common law or otherwise when documentary or other evidence is sought under a subpoena directed to the Secretary of State or any of the Secretary of State's officers or employees.
(c) In no case shall the Secretary of State or any of his or her employees or agents, in the administration of this Law, incur any official or personal liability by instituting an injunction or other proceeding, by denying, suspending, or revoking the registration of any business opportunity, by prohibiting the offer or sale of any business opportunity, or by prohibiting any person from offering or selling business opportunities.
(Source: P.A. 89-209, eff. 1-1-96; 90-70, eff. 7-8-97.)
(815 ILCS 602/5-60)
Sec. 5-60. Investigations and subpoenas.
(a) The Secretary of State:
(b) For the purpose of any investigation or proceeding under this Law, the Secretary of State or his or her designee may administer oaths and affirmations, subpoena witnesses, compel their attendance, take evidence and require, by subpoena or other lawful means provided by this Act or the rules adopted by the Secretary of State, the production of any books, papers, correspondence, memoranda, agreements, or other documents or records which the Secretary of State deems relevant or material to the inquiry.
(c) In case of contumacy or refusal to obey a subpoena issued to any person under this Section, the Secretary of State, through the Office of the Attorney General, may bring an appropriate action in any circuit court of the State of Illinois for the purpose of enforcing the subpoena.
(d) It shall be a violation of the provisions of this Law for any person to fail to file with the Secretary of State any report, document, or statement required to be filed under the provisions of this Section or to fail to comply with the terms of any order of the Secretary of State issued pursuant to this Law.
(Source: P.A. 92-308, eff. 1-1-02; 92-651, eff. 7-11-02.)
(815 ILCS 602/5-65)
Sec. 5-65. Remedies. Whenever it appears to the Secretary of State that any person has engaged in or is about to engage in any act or practice constituting a violation of any provision of this Law or any rule, regulation, or order under this Law, the Secretary of State may:
(Source: P.A. 92-308, eff. 1-1-02.)
(815 ILCS 602/5-70)
Sec. 5-70. Rules, forms, orders and hearings.
(a) The Secretary of State may amend, modify, vacate, and expunge orders and may make, amend and rescind rules and forms as are necessary to carry out the provisions of this Law including rules and forms governing disclosure documents, applications and reports, and defining any terms, whether or not used in this Law insofar as the definitions are not inconsistent with the provisions of this Law. For the purpose of rules and forms, the Secretary of State may classify business opportunities, persons, and matters within his or her jurisdiction, and prescribe different requirements for different classes.
(b) No rule, form, or order may be made, amended, or rescinded unless the Secretary of State finds that the action is necessary or appropriate in the public interest or for the protection of the purchaser. In prescribing rules and forms the Secretary of State may cooperate with the administrators of other jurisdictions with a view to effectuating the policy of this Law to achieve maximum uniformity in the form and content of disclosure statements, applications, and reports whenever practicable.
(c) No provision of this Law imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form, or order of the Secretary of State, notwithstanding that the rule, form, or order may later be amended or rescinded or be determined by judicial or other authority to be invalid for any reason.
(Source: P.A. 89-209, eff. 1-1-96; 90-70, eff. 7-8-97.)
(815 ILCS 602/5-75)
Sec. 5-75. Administrative files and opinions.
(a) A document is filed with the Secretary of State when all requirements of this Law with respect to filing have been complied with and the required fee has been paid.
(b) The Secretary of State shall keep records of all applications for registration and disclosure documents which are or have been effective under this Law and all orders which have been entered under this Law. The register shall be open for public inspection.
(c) Unless otherwise provided by law, any registration statement, filing, application, or report filed with the Secretary of State shall be open for public inspection.
(d) The Secretary of State may honor written requests from interested persons for non-binding opinions upon the payment of a fee established pursuant to subsection (c) of Section 5-30 of this Law, which shall not be returnable in any event.
(Source: P.A. 89-209, eff. 1-1-96; 90-70, eff. 7-8-97.)
(815 ILCS 602/5-80)
Sec. 5-80. Scope of the Law; service of process.
(a) The provisions of this Law concerning sales and offers to sell apply to persons who sell or offer to sell when:
(b) For the purpose of this Section, an offer to sell is made in this State, whether or not either party is then present in this State, when:
(c) For the purpose of this Section, an offer to sell is accepted in this State when acceptance:
(d) When any person, including any nonresident of this State, engages in conduct prohibited or made actionable by this Law or any rule, regulation, or order under this Law, and the person has not filed a consent to service of process and personal jurisdiction over the person cannot otherwise be obtained in this State, that conduct shall be considered equivalent to the person's appointment of the Secretary of State to be the person's attorney to receive service of any lawful process in any noncriminal suit, action, or proceeding against the person or the person's successor, executor or administrator which grows out of that conduct and which is brought under this Law or any rule, regulation, or order under this Law with the same force and validity as if served on the person personally. Service may be made by filing a copy of the process in the office of the Secretary of State, and it is not effective unless:
(e) When process is served under this Section, the court, or the Secretary of State in a proceeding before the Secretary of State, shall order such continuance as may be necessary to afford the defendant or respondent reasonable opportunity to defend.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 602/5-85)
Sec. 5-85. Statutory construction. This Law shall be so construed as to effectuate its general purpose to make uniform the law of those states which enact it.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 602/5-90)
Sec. 5-90. Severability of provisions. If any provision of this Law 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 Law that can be given effect without the invalid provision or application.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 602/5-95)
Sec. 5-95. Fraudulent and prohibited practices.
(a) It is unlawful for any person, in connection with the offer or sale of any business opportunity in this State or any offer or sale pursuant to the exemptions granted under subdivisions 5-10(a), (c), (d), or (h), directly or indirectly:
(b) No person shall, either directly or indirectly, do any of the following:
(Source: P.A. 92-308, eff. 1-1-02.)
(815 ILCS 602/5-100)
Sec. 5-100. Misleading filings. It is unlawful for any person to make or cause to be made, in any document filed with the Secretary of State or in any proceeding under this Law any statement which is, at the time and in the light of the circumstances under which it is made, false or misleading in any material respect or, in connection with such statement, to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 602/5-105)
Sec. 5-105. Unlawful representations. Neither the fact that an application for registration has been filed nor the fact that a business opportunity is effectively registered constitutes a finding by the Secretary of State that any document filed under this Law is true, complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a business opportunity means that the Secretary of State has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person or business opportunity. It is unlawful to make, or cause to be made, to any purchaser any representation inconsistent with the requirements of this Section.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 602/5-110)
Sec. 5-110. Advertising. It is unlawful for any person, in connection with the offer or sale of any business opportunity in this State, to publish, circulate or use any advertising which contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 602/5-115)
Sec. 5-115. Criminal penalties.
(a) Any person who willfully violates Sections 5-25, 5-50, 5-95, 5-105, 5-110, subsection (a) of Section 5-35, subsection (a) of Section 5-40, or subsection (d) of Section 5-60 of this Law or who willfully violates any order of which the person has notice, or who violates Section 5-100 of this Law knowing that the statement made was false or misleading in any material respect is guilty of a Class 3 felony for each offense. Each of the acts specified shall constitute a separate offense and a prosecution or conviction for any one of such offenses shall not bar prosecution or conviction for any other offense.
(b) No prosecution for any crime under this Law may be commenced more than 5 years after the alleged violation.
(c) Nothing in this Law limits the power of the State to punish any person for any conduct which constitutes a crime under any other statute.
(d) The Secretary of State may refer such evidence as may be available concerning violations of this Law or any rule, regulation, or order under this Law to the Attorney General or appropriate State's attorney, who may, with or without such a reference, institute the appropriate criminal proceedings under this Law.
(Source: P.A. 89-209, eff. 1-1-96; 90-70, eff. 7-8-97.)
(815 ILCS 602/5-120)
Sec. 5-120. Rescission; surety bond.
(a) Any person who violates Section 5-25, 5-50, subsection (a) of Section 5-35, or subsection (a) of Section 5-40 of this Law, is liable to the purchaser who may sue either at law or in equity for rescission, for recovery of all money or other valuable consideration paid for the business opportunity and for actual damages, together with interest at 10% per annum from the date of sale, reasonable attorney's fees and court costs.
(b) Any person who violates Section 5-95, 5-105, or 5-110 of this Law is liable to the purchaser who may sue either at law or in equity for rescission, for recovery of all money or other valuable consideration paid for the business opportunity and for treble the actual damages, together with interest at 10% per annum from the date of sale, reasonable attorney's fees and court costs.
(c) Any person who violates Section 5-95, 5-105, 5-110, or subsection (a) of Section 5-35 of this Law, or who breaches any business opportunity contract or agreement or any obligation arising under the contract or agreement is liable to the purchaser who may sue the surety of the bond, either at law or in equity to recover all money or other valuable consideration paid for the business opportunity and actual damages, together with interest at 10% per annum from the date of sale, reasonable attorney's fees and court costs. The liability of the surety shall not exceed the amount of the bond.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 602/5-125)
Sec. 5-125. Persons liable. Every person who directly or indirectly controls a person liable under Section 5-120 or 5-125 of this Law, every partner in a partnership so liable, every principal executive officer or director of a corporation so liable, every person occupying a similar status or performing similar functions and every employee of a person so liable who materially aids in the act or transaction constituting the violation is also liable jointly or severally with and to the same extent as such person, unless the person liable under this Section proves that he or she did not know, and in the exercise of reasonable care could not have known of the existence of the facts constituting the alleged liability. There is contribution, as in cases of contract, among the several persons held liable.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 602/5-130)
Sec. 5-130. Miscellaneous provisions.
(a) No action shall be maintained under Section 5-120 of this Law unless commenced before 3 years after the act or transaction constituting the violation.
(a-5) No administrative action shall be brought by the Secretary of State for relief under this Law after the earlier to occur of (i) 3 years from the date upon which the Secretary of State had notice of facts which in the exercise of reasonable diligence would lead to actual knowledge of the alleged violation of the Act, or (ii) 5 years from the date on which the alleged violation occurred.
(b) The rights and remedies under this Law are in addition to any other rights or remedies that may exist at law or in equity.
(c) Any condition, stipulation or provision binding any purchaser of a business opportunity to waive compliance with or relieving a person from any duty or liability imposed by or any right provided by this Law or any rule, regulation or order issued pursuant to this Law is void.
(Source: P.A. 89-209, eff. 1-1-96; 90-70, eff. 7-8-97.)
(815 ILCS 602/5-135)
Sec. 5-135. Deposit of moneys. All moneys received under this Law shall be deposited into the Securities Audit and Enforcement Fund.
(Source: P.A. 89-209, eff. 1-1-96.)
(815 ILCS 602/5-145)
Sec. 5-145. Service of process.
(a) The offer or sale of business opportunities in this State by any person, 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 the offer or sale of the securities.
(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 and a copy of the process are, within 10 days after receiving the notice and process, 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 shall be as established pursuant to Section 5-30 of this Act, and shall not be returnable in any event. The Secretary of State shall keep a record of all processes each of which shall show the day of the service.
(Source: P.A. 92-308, eff. 1-1-02.)