Selling Securities Securities

Under Illinois law, all securities offered or sold in the state must be registered prior to offer or sale, unless exempt by law. The National Securities Markets Improvement Act of 1996 (NSMIA) redefined which securities required state registration. Generally, all national offerings listed on the major exchanges and all mutual funds, as well as securities sold to qualified purchasers (as defined by the SEC) are now solely with the regulatory jurisdiction of the SEC. States may continue to require notice filings and payment of fees, and state anti-fraud authority is preserved, but state registration requirements were preempted by the Act.

Securities (Offering) Registration

Securities (Offering) Registration Fees

Uniform Limited Offering Exemption (ULOE)

Uniform Limited Offering Exemption (ULOE) Fees:

Private Placement Exemption

Private Placement Exemption Fees

Licensing/Securities Broker-Dealers

Licensing/Securities Broker-Dealers Fees

Licensing/Securities Sales-persons

Licensing/Securities Sales-persons Fees

Audit and Compliance

The Audit and Compliance Division conducts on-site compliance examinations and for-cause audits of branch and main offices of firms registered to sell securities in Illinois. Compliance examinations are conducted to review the books and records of the entity being examined to ensure compliance with the Illinois Securities Law and attendant rules. For-cause audits are usually conducted to assist in an enforcement inquiry. The Division currently has 17 auditors and compliance examiners, and field assistance is provided by other department personnel. Division staff is in constant communication and routinely cooperates with the U.S. Securities & Exchange Commission and the Financial Industry Regulatory Authority.

Sales-persons holding themselves out separately as investment advisers or financial planners remains a problem discovered during audits. In Illinois, anyone holding themselves out to the public as offering these services must register as an investment adviser. In order for a salesperson to rely on an exemption from the definition of an investment adviser, they must not hold themselves out to the public as providing investment advisory or financial planning services. All work product also must be approved by the dealer before it is distributed to the customer or the salesperson is deemed to be acting separate and apart from the dealer and the exclusion is not available. This is true regardless of whether any direct fee is involved, because all sales-persons receive indirect compensation (commissions).

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.