Section 135.50  Definitions of Terms as Used in the Act and the Rules

 

a)         As used in this Part, unless the context otherwise requires, the term:

 

            "Act" means the Business Opportunity Sales Law of 1995 [815 ILCS 602] and this Part.

 

            "Advertising" means any circular, prospectus, advertisement, or other material or any communication by radio, television, pictures or the transmittal or sending of any communication via the non-proprietary, nonprofit, public computer network (commonly known as the "Internet") or similar means used in connection with an offer or sale of any business opportunity.

 

            "Affiliate" of, or a person "affiliated" with, a specified person means a person who, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

 

            "Applicant" means the person making application for registration.

 

            "Consideration" as set forth in Section 5-35(a) of the Act includes, without limitation, fully refundable deposits and postdated checks.

 

            "Date of filing" means the date that all of the required documents are received by the Securities Department and all the required fees are paid to the Secretary of State.  A document shall not be deemed to be filed if any material information required by the Act or this Part is omitted or the document is illegible.

 

            "Director" means any director of a corporation or any person performing similar functions with respect to any organization whether incorporated or unincorporated.

 

            "Employee" does not include a director, trustee or officer.

 

            "Federal Banking Act of 1933" means the Federal Banking Act of 1933 (12 U.S.C. 227), and the Rules and Regulations thereunder as in effect on January 1, 1996.

 

            "Hearing" means a proceeding conducted by the Securities Department in which the rights, privileges, immunities, duties or obligations of any person or party are required by law to be determined by the Secretary of State only after opportunity for a hearing.

 

            "Initial payment" as set forth in Section 5-10(b) of the Act:

 

            shall include any form of a payment which evidences a financial obligation on the part of the purchaser, including, without limitation, a lump sum payment or a note evidencing installment debt;

 

            shall include any form of payment or payments required to start the business opportunity; that are made during a period from any time before and within six months after commencing operation of the purchaser's business opportunity, in whatever form, inclusive of payment for, without limitation, services, supplies, sales material, samples and inventory (inclusive of shipping and handling costs); and

 

            does not include any cash payment by any purchaser not exceeding $500 if the payment is made for the not-for-profit sale of demonstration equipment, material or samples, or the payment is made for product inventory sold to the purchaser at a bona fide wholesale price.

 

            "Material", when used to qualify a requirement for the furnishing of information as to any subject, limits the information required to those matters as to which there is a substantial likelihood that a reasonable person would consider important.

 

            "Officer" 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; any other officer performing a principal policy-making function and any other person performing similar functions with respect to any organization whether incorporated or unincorporated.

 

            "Principal" means any officer, director, partner, member, trustee or manager who is responsible for the supervision and management of the daily business operations in this State of a business opportunity required to be registered under the Act.

 

            "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.

 

            "Rules" refers to all rules adopted by the Secretary of State pursuant to the Act.

 

            "Secretary of State" means the Securities Department of the Office of the Secretary of State or the Securities Director or his or her designee, as the case may be.

 

            "Section" refers to a Section of this Part unless a reference to the Act is specifically made.

 

b)         A Section in this Part which defines a term without express reference to the Act or to this Part or to a portion thereof or hereof defines such term for all purposes as used both in the Act and in this Part.  Terms defined in the Act and not defined in this Part have the meanings given them in the Act.

 

(Source:  Amended at 22 Ill. Reg. 9571, effective May 20, 1998)

 

Section 135.100  Exemption by Order

 

a)         Pursuant to Section 5-10(h) of the Act, the Secretary of State may by Order exempt the sale of business opportunities from the requirements of the Act.  The Secretary of State will consider whether to issue such an Order upon receipt of the following submissions:

 

1)         a cover letter describing the basis for the exemption by referencing to this Section and to Section 5-10(h) of the Act;

 

2)         a description and business history of the applicant, the amount and form of payment and any additional fees, costs or charges relating to the business opportunity for which an exemption is being sought;

 

3)         a description of the applicant's litigation history as stated in Section 5-35(b)(6)(A) and (7) of the Act;

 

4)         a description of any bankruptcy petition filed by or against the applicant, its officers, directors or predecessors within the last ten years;

 

5)         a copy of the contract or agreement of sale relating to the business opportunity which is sought to be subject to the order of exemption;

 

6)         copies of any promotional materials relating to the business opportunity for which an exemption is being sought;

 

7)         a list of all sales and advertisements in Illinois for the past five years;

 

8)         a list of administrative agencies which have issued or denied exemptions, along with copies of the exemptions and any opinions relating thereto;

 

9)         a statement of the number of units sold, in the prior twelve month period, as business opportunities by the applicant in the United States and in Illinois;

 

10)         a statement of the number of business opportunities the applicant intends to offer for sale in Illinois in the following 12 month period;

 

11)         a copy of any prospectus or other offering circular used by the applicant in the offer or sale of the subject business opportunity; and

 

12)         a certification of facts.

 

b)         Exemption requests will be granted only when in the public interest.  An exemption will be considered in the public interest under the following circumstances:

 

1)         the applicant intends to sell no more than two business opportunities in Illinois in the ensuing twelve months;

 

2)         the litigation and bankruptcy history described in subsections (a)(3) and (4) of this Section is not materially adverse to the interest of the prospective business opportunity purchasers;

 

3)         the applicant agrees to provide the business opportunity purchasers with disclosure as required by Section 5-35(b) of the Act or Section 135.350 of this Part; and

 

c)         Orders granting an exemption pursuant to this Section shall remain in effect for 12 months.

 

(Source:  Amended at 22 Ill. Reg. 9571, effective May 20, 1998)

 

Section 135.300  Complete Filing

 

A complete filing within the meaning of Section 5-30(d)(2) of the Act is a filing which includes:

 

a)         a completed and current application on IL BSOP Form 5-25 and payment to the Securities Department of all appropriate fees as specified in Section 135.2110 of this Part.  The application shall be accompanied by the following:

 

1)         a disclosure document with a current financial statement, without any material deficiencies or material omissions in disclosure.  The applicant may utilize IL BSOP Form 5-35(b) and IL BSOP Form 5-35;

 

2)         a consent to service of process for the applicant on Illinois Form BO05, unless the applicant is a corporation organized or authorized to transact business under the laws of this State; and

 

3)         a surety bond in the amount of $25,000, if required.  The applicant may utilize IL BSOP Form 5-50.

 

b)         Upon the grant of registration of a business opportunity, the Securities Department shall issue to the business opportunity proof of registration as evidence of such registration.

 

c)         The application and documents on file with the Securities Department with respect to the business opportunity shall be amended whenever a change occurs which renders the information contained therein not accurate in any material respect.  Such amendment shall be filed with the Securities Department within ten business days after the occurrence of the change.

 

d)         An applicant may request that certain information in its application be kept confidential.  The Securities Department shall honor such request if the information is personal in nature or if public access to the information is not reasonably necessary to further the purposes of the Act.

 

Section 135.301  Procedures for Withdrawal of Pending Application or Termination of Registration of a Business Opportunity

 

If the seller of a business opportunity elects to withdraw its pending application prior to registration in this State, or if the seller of a registered business opportunity wishes to terminate its registration in this State, it shall provide written notice to the Securities Department indicating such intent.  Any fees paid shall not be returnable in any event.

 

Section 135.302  Procedure with Respect to Abandoning Incomplete Applications for Registration of a Business Opportunity

 

a)         When an incomplete application for registration of a business opportunity has been on file with the Secretary of State for a period of six months, the Secretary of State may, in his or her discretion, proceed in the following manner to determine whether the application for registration has been abandoned by the applicant.

 

b)         A notice will be sent to the applicant named in the application for registration, by certified mail, return receipt requested, addressed to the most recent address reflected in the application for registration.  The notice will inform the applicant that the application for registration is incomplete and one of the following must be done within 30 days after the date of the Notice:

 

1)         the deficiencies must be corrected and filed; or

 

2)         written intent to complete, within a specified period, must be filed to comply with the applicable requirements of the Act; or

 

3)         a request must be filed for withdrawal of the pending application.

 

c)         Should the applicant fail to respond to such notice by filing the information or document necessary to correct the deficiencies or withdrawing the application for registration, the Secretary of State shall enter an order declaring the application for registration abandoned.

 

d)         When such an order is entered by the Secretary of State:

 

1)         the filing fee paid upon the filing of the application for registration will not be returned; and

 

2)         the records of the Secretary of State will be marked to indicate that the application for registration was abandoned and the date of the order.

 

e)         The applicant may request an administrative hearing in writing within 15 days after receipt of the Order of Abandonment.  A request for hearing shall set forth the grounds upon which the applicant petitions for a hearing.

 

Section 135.303  Procedures for Renewal of Registration of a Business Opportunity Under Section 5-30(e) of the Act

 

a)         If the seller of a registered business opportunity wishes to renew its registration, it shall file with the Securities Department a completed and current IL BSOP Form 5-25 together with the renewal application filing fee as specified in Section 135.2110 of this Part.

 

b)         Any amendment(s) shall also be filed with the Securities Department within ten business days if any material change occurs in the information that was filed with the Securities Department when the business opportunity applied for registration.

 

c)         Any application for renewal of registration of a business opportunity filed with or fees paid to the Securities Department within 9 business days or less prior to the date upon which the registration or renewal would expire shall pay an additional fee set forth in Section 135.2110 of this Part.

 

d)         Upon receipt of the renewal fees the Securities Department shall issue to the seller of the business opportunity the proof of renewal as evidence of such registration.

 

Section 135.350  Disclosure Document

 

The Secretary of State deems the following disclosure formats to be in full compliance with the disclosure requirements of Section 5-35 of the Act.  No format other than the following or the format described in Section 5-35(b) of the Act shall be utilized.  The different permissible formats may not be intermingled.

 

a)         The Uniform Franchise Offering Circular (UFOC) in accordance with the Federal Trade Commission Regulation Rule, entitled "Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures" (16 CFR 436) as in effect on January 1, 1996 (no subsequent amendments or editions); or

 

b)         The disclosure requirements of the Federal Trade Commission Regulation Rule, entitled "Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures" (16 CFR 436) as in effect on January 1, 1996 (no subsequent amendments or editions).

 

Section 135.351  Additional Required Disclosure from Seller-Guarantors

 

In addition to filing the information specified in Section 5-35(b) of the Act, sellers who guarantee the business opportunity shall be required to provide the following information as an addendum to the disclosure document including a description of the nature of the guarantee, including, without limitation, the source of funds and other obligations and contingent and off-balance sheet obligations, which, if matured or liquidated, could impair the ability of the guarantor to perform.

 

Section 135.352  Required Amendments to Disclosure Filing

 

In addition to filing the most current disclosure document at the time of application for registration or renewal pursuant to Section 5-30 of the Act, or for an exemption by order pursuant to Section 135.100 of this Part, sellers shall be required to amend the filing with the following information:

 

a)         the most recent annual report of financial condition shall be due no later than the first day of the fourth month following the date of the audited financials; and

 

b)         material changes or amendments to the information provided in the disclosure document shall be reported to the Secretary of State no later than ten business days after the seller should reasonably have known of the occurrence of such change or amendment.

 

(Source:  Amended at 22 Ill. Reg. 9571, effective May 20, 1998)

 

Section 135.353  Material Change

 

A change in the information contained in the disclosure document is material within the meaning of Section 135.352(b) and 135.300(c) of this Part if there is a substantial likelihood that a reasonable prospective purchaser would consider it significant in making a decision to purchase or not purchase the business opportunity.  Including, without limitation:

 

a)         any increase or decrease in the initial or continuing fees charged by the seller;

 

b)         a change of more than 15 percent in the number of requests for refund or rescission or other mode of termination or cancellation of business opportunities sold which were received by the seller in the most recent quarter since the effective date of the current disclosure document;

 

c)         a change in the seller's management;

 

d)         a change in the seller's or purchaser's obligations under the contract or agreement of sale or related agreements;

 

e)         a decrease in the seller's income of more than 25% or net worth of more than 25%; or

 

f)         additional litigation or a significant change in the status of litigation, including, without limitation:

 

1)         the filing of a complaint, or amendment thereto, alleging or involving violations of any business opportunity or franchise law, fraud, embezzlement, fraudulent conversion, restraint of trade, unfair or deceptive practices, misappropriation of property or breach of contract;

 

2)         the entry of any injunctive or restrictive order relating to any business opportunity; or the entry of any injunction under any federal, state,  Canadian or Mexican business opportunity, franchise, securities, anti-trust trade regulation or trade practice law; and

 

3)         the entry of a judgment that has or would have any significant financial impact on the seller.  Such a judgment is considered to have a significant financial impact if it equals 15 percent or more of the current assets of the seller and its subsidiaries on a consolidated basis.

 

Section 135.356  Additional Fees

 

a)         The additional fee for the failure by a registered business opportunity to file or file timely any other post-registration document required under this Part shall be as set forth in Section 135.2110 of this Part.

 

b)         The additional fee for the second and subsequent failure by a registered business opportunity to file or file timely any other post-registration document required under this Part shall be as set forth in Section 135.2110 of this Part.

 

c)         The failure by a registered business opportunity to file the required document with the Securities Department and pay any additional fee or fees set forth in this Section within ten business days after written notice by the Securities Department shall constitute a fraudulent business practice under Section 15- 95(3) of the Act.

 

Section 135.500  Minimum Net Worth or Surety Bond Requirement

 

a)         In lieu of the minimum net worth requirement set forth in Section 5-50 of the Act, the seller may post a surety bond issued by a surety company authorized to do business in this State.  The surety bond shall:

 

1)         be in an amount equivalent to the aggregate of the amount of outstanding guarantees on sales made in this State within the meaning of Section 5-80 of the Act;

 

2)         shall remain in effect for the duration of the guarantee(s) or representation(s) giving rise to the surety bond requirement; and

 

3)         shall be in favor of this State for the benefit of purchasers.

 

b)         Any sale made in this State within the meaning of Section 5-80 of the Act which makes use of representations of guarantee pursuant to Section 5-5.10(a)(4) of the Act when the seller knows or reasonably should know that the guarantee is not covered or is insufficiently covered in the aggregate with other guarantees of the seller, is a per se violation of Section 5-95(3) of the Act.

 

(Source:  Amended at 22 Ill. Reg. 9571, effective May 20, 1998)

 

Section 135.501  Report of Sale Requirements

 

a)         Report of sale subject to seller's guarantee.  Sellers who or which make use of the representation provided in Section 5-5.10(a)(4) of the Act that the purchaser will derive income from the business which exceeds the price paid to the seller, and who or which post a surety bond in lieu of the net worth requirement, shall file reports of all sales in this State within ten business days after consummation of the sale.

 

b)         Consummation of sale, for the purpose of subsection (a) of this Section, shall include, without limitation:

 

1)         the execution of a contract of sale which binds the purchaser; or

 

2)         the payment of the purchase price by the agreed upon method of payment.

 

Section 135.700  Hearings

 

Any hearing required pursuant to the Act or by this Part shall be held pursuant to 14 Ill. Adm. Code 130, Subpart K:  Procedures For Administrative Hearings.

 

Section 135.800  Service of Process upon the Secretary of State

 

a)         Any process, notice or demand to be served upon the Secretary of State under the Act shall be made by delivering personally to the Securities Director, or any employee of the Securities Department designated by the Securities Director to accept such service on behalf of the Secretary of State, or by sending by registered mail or certified mail, return receipt requested, a copy of the process, notice or demand to the Securities Department.  Procedures for service are specified in the Act in the following Sections:

 

1)         Service upon any person who has filed a consent to service of process upon the Secretary of State under the Act, Section 5-80(e) of the Act;

 

2)         Service upon any person who, by virtue of having offered, sold or delivered a business opportunity  in this State which is neither registered nor covered by an exemption from registration, shall have appointed the Secretary of State as agent for service of process, Section 5-80(e) of the Act; and

 

3)         Service of a copy of a complaint in a private civil action.

 

b)         Service of any process, notice or demand under this Section shall be made at the Springfield or Chicago office of the Securities Department during regular business hours as specified in Section 135.2100 of this Part.

 

c)         At the time of any service upon the Secretary of State pursuant to Section 5-80(e) of the Act, there shall be paid a fee in the amount specified in Section 135.2110 of this Part, which shall not be returnable in any event.  Each process, notice or demand shall be submitted with a separate payment.

 

d)         The Securities Department shall keep a record, which shall show the date of service, of all the processes, notices and demands received.

 

Section 135.801  Scope of the Law (Repealed)

 

(Source:  Repealed at 22 Ill. Reg. 9571, effective May 20, 1998)

 

Section 135.950  Fraudulent Practices

 

It shall be a violation of Section 5-95 of the Act for any person, in connection with the offer or sale of any business opportunity in this State sold pursuant to the exemptions granted under Section 5-10(a), (c) or (d) of the Act, directly or indirectly:

 

a)         to employ any device, scheme or artifice to defraud;

 

b)         to make any untrue statement of a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or

 

c)         to engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon any person.

 

Section 135.1300  Request for Non-Binding Statements

 

a)         Required Information and Format.

 

1)         All requests for non-binding statements shall be in writing and be accompanied by the fee set forth in Section 135.2110 of this Part. The request shall be filed with the Securities Department and shall contain the following:

 

A)        A brief summary of the Sections of the Act and of this Part to which the request pertains;

 

B)        A detailed factual representation concerning every relevant aspect of the proposed transaction, such as the names of affected parties, type and description of business opportunity, details regarding the transactions, each claim of exemption, if any, and reasoning in support of each such claim.  Requests should be limited to the particular situation, and should not attempt to include every possible type of situation which may arise in the future;

 

C)        A discussion of current statutes, rules and legal principles relevant to the facts set forth;

 

D)        A statement setting forth the person's own opinion in the matter and the basis for such opinion; and

 

E)        A representation that the transaction in question has not been commenced and will not commence for at least 30 days.

 

2)         The Securities Department will not respond to requests for non-binding statements involving the anti-fraud provisions of the Act or the Rules.

 

3)         The Securities Department will not respond to requests for non-binding statements with respect to transactions which have already taken place.

 

4)         The Securities Department will not respond to requests based upon hypothetical facts or involving unnamed parties.

 

b)         Review procedure.  After a review of the relevant facts presented, in light of existing judicial, legislative and administrative history, the Securities Department may issue its finding as to the applicability of the Act to the situation presented in the form of a non-binding statement stating that it will recommend that no enforcement action be initiated against the parties involved if all the facts are true and complete.  Facts or conditions different than those presented may require different conclusions and persons other than those requesting the statement should not rely on the statement.

 

c)         Availability of non-binding statements issued by the Department.

 

1)         The Securities Department will maintain an index by statutory Section(s) involving all non-binding statements issued.

 

2)         Copies of such statements may be reviewed in the Securities Department's Springfield office and copies thereof may be obtained upon payment of the cost of duplication as set forth in Section 135.2110 of this Part.

 

Section 135.1400  Inspection of Business Opportunity Records

 

Records of all registered business opportunities are available for public inspection during the business hours at the Springfield or Chicago office of the Securities Department of the Secretary of State upon written request.

 

Section 135.1401  Non-Public Distribution of Information

 

Information or documents obtained by employees of the Secretary of State in the course of any examination or investigation pursuant to Section 5-60 of the Act shall, unless made a matter of public record, be deemed confidential. Employees are hereby prohibited from making such confidential information or documents or any other non-public records of the Secretary of State available to anyone other than an employee of the Secretary of State, or other governmental agency, unless the Secretary of State authorizes the disclosure of such information or the production of such documents as not being contrary to the public interest.

 

Section 135.2100  Business Hours of the Securities Department

 

a)         The principal office of the Securities Department at Jefferson Terrace, Suite 300A, 300 W. Jefferson Street, Springfield IL 62702 is open each day, except Saturdays, Sundays and holidays, from 8:00 a.m. to 4:30 p.m. Central Standard Time or Central Daylight Savings Time, whichever is currently in effect in Springfield.

 

b)         An office of the Securities Department at 69 West Washington Street, Suite 1220, Chicago, Illinois 60602 is open each day, except Saturdays, Sundays and holidays, from 8:30 a.m. to 5:00 p.m. Central Standard Time or Central Daylight Savings Time, whichever is currently in effect in Chicago.

 

(Source:  Amended at 33 Ill. Reg. 12834, effective September 8, 2009)

 

Section 135.2101  Computation of Time

 

The time within which an act under the Act shall be done shall be computed by excluding the first day and including the last, unless the last day is a Saturday, Sunday or holiday as defined or fixed in any statute now or hereafter in force in this State, and then it shall also be excluded.  If the day succeeding such Saturday, Sunday or holiday is also a Saturday, Sunday or holiday, then such succeeding day shall also be excluded.

 

Section 135.2110   Payment of Fees

 

a)         Fees under the Act are as follows:

 

Section 5-10
Order of Exemption/Filing Fee	$300
Section 5-30
Initial Disclosure Document Filing Fee	$300
Section 5-30(e)
Renewal Filing Fee	$300
Renewal Late Fee	$100*
Fee to Report a Material Change to Required Disclosure pursuant to Section 135.352(b) of this Part	$25
Business Opportunity Fee to report a change in its form of organization or change of its name	$20
Fee for the failure to file or file timely any required document or information	$250
Fee for each subsequent  failure to file or file timely any required document or information	$500
Section 5-75(d)
Non-Binding Statement	$75
Section 5-80(d)
Service of Process (when served upon the Secretary)	$10
Certificate	$10
Certified Copy of Document	$10 plus
Each Page Certified	$    .50
Duplication of Documents
each Page Duplicated	$    .50
Additional fee for payment of fee returned to the Securities Department due to insufficient funds or for a similar reason	$50

 

            *If the renewal application is filed within 9 business days preceding the expiration of the current registration.

 

b)         All payments of fees, except for payment of administrative fines under the Act, as set forth below, shall be made by check, money order, certified check, bank cashier's check, or indicia of forms of electronic transfer of funds payable to the "Secretary of State".  No third party check or money order endorsed over to the Secretary of State shall be accepted as payment of any fee.  All payments for administrative fines under the Act, in excess of $500, except for a person registered under Section 5-10 or 5-30 of the Act, shall be made by money order, certified check or bank cashier's check.

 

c)         Any person whose payment of fees is returned to the Securities Department due to insufficient funds or for a similar reason shall pay to the Secretary of State the amount of fee owed plus an additional fee as set forth in this Section for each payment returned.  This fee shall include the fee required by 5 ILCS 290/10.

 

d)         The Secretary of State shall require any person to make payment of fees in the form of a money order, certified check or bank cashier's check if any previous payment of fees has been returned to the Securities Department due to insufficient funds or for a similar reason.

 

e)         All payment of fees under this Act shall be deemed to be filed and the fees paid upon receipt by the Securities Department, provided that the fee paid is not less or more than five dollars of the amount due.

 

Section 135.2120  Place of Filing

 

All applications for registration or exemption from registration and other papers filed with the Securities Department or the Secretary of State pursuant to the Act shall be filed at Lincoln Tower, Suite 200, 520 South Second Street, Springfield, Illinois 62701 or 69 West Washington Street, Suite 1220, Chicago, Illinois 60602.  Such material may be filed by delivery to the Securities Department, through the mail or otherwise.

 

(Source:  Amended at 26 Ill. Reg. 14862, effective September 30, 2002)

 

Section 135.2130  Date of Filing

 

a)         The date of filing of any document required to be filed with the Securities Department shall be the date of delivery of the document and any required fee to the Securities Department in Springfield or Chicago, Illinois, as specified in Section 135.2120 of this Part.

 

b)         A document may not be deemed to be filed with the Secretary of State unless all requirements of the Act and this Part with respect to such filing have been complied with and the required fee has been paid.

 

(Source:  Amended at 22 Ill. Reg. 9571, effective May 20, 1998)

 

Section 135.2140  Requirements as to Proper Form

 

Any document filed with the Securities Department pursuant to the Act shall be prepared in accordance with the form, if any, prescribed by the Securities Department.  Any such document shall be deemed to be filed on the proper form unless objection to the form is made by the Securities Department.

 

Section 135.2141  Additional Information

 

In addition to the information expressly required to be included in an application for registration, the applicant shall include other material information which may be necessary to make the required statements truthful.

 

Section 135.2143  Information Unknown or Not Reasonably Available

 

Information required need be given only insofar as it is known or reasonably available to the applicant.  If any required information is unknown and not reasonably available to the applicant, either due to unreasonable effort or expense, or because it rests within the knowledge of another person not affiliated with the applicant, the information may be omitted, subject to the following conditions:

 

a)         The applicant shall give such information on the subject as it possesses or can acquire without unreasonable effort or expense, together with the sources thereof.

 

b)         The applicant shall include a statement either showing that unreasonable effort or expense would be involved or indicating the absence of any affiliation with the person within whose knowledge the information rests and stating the result of a request made to the person for the information.

 

Section 135.2144  Requirements as to Paper, Printing and Language

 

a)         Application for registration shall be filed on good quality, unglazed, white paper, 8½ by 11 inches in size, insofar as practicable.  However, tables, charts, maps and financial statements may be on larger paper, if folded to that size, and the disclosure statement may be on smaller paper but not less than 7½ by 9 inches in size.

 

b)         The application for registration, and all papers and documents filed as a part thereof, shall be printed, lithographed, mimeographed or typewritten.  However, the application or any portion thereof may be prepared by any similar process which, in the opinion of the Secretary of State, produces copies suitable for permanent record. All copies of the material shall be clear, easily readable and suitable for repeated photocopying.  Debits in credit categories and credits in debit categories shall be designated to be clearly distinguishable as such on photocopies.

 

c)         The application for registration shall be in the English language. If any exhibit or other paper or document filed with the application for registration is in a foreign language, it shall be accompanied by a translation into the English language.

 

Section 135.2145  Number of Copies – Signatures

 

a)         One copy of the completed application for registration, manually signed by the applicant, including exhibits and all other papers and documents filed as a part of the application, shall be filed with the Secretary of State.

 

b)         If any name is signed to the application for registration pursuant to a power of attorney, copies of the power of attorney shall be filed with the application for registration.  In addition, in the case of a corporate applicant, if the name of any officer signing on behalf of the applicant, or attesting to the applicant's seal, is signed pursuant to a power of attorney, copies of a resolution of the applicant's board of directors authorizing the signature shall be filed with the application for registration.

 

Section 135.2190  Provisions for Granting of Variance from Rules

 

The Secretary of State or his or her designee may grant variances from this Part in individual cases where he determines that:

 

a)         the provision from which the variance is granted is not statutorily mandated;

 

b)         no party will be injured by granting the variance; and

 

c)         the Section from which the variance is granted would, in the particular case, be unnecessarily burdensome.