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A bill to be entitled 1
An act relating to offers and sales of securities; 2
amending s. 517.021, F.S.; revising and providing 3
definitions; amending s. 517.061, F.S.; excluding 4
certain securities offers and sales by specified 5
persons from the exemption from specified registration 6
requirements; updating a cross -reference relating to 7
exemptions from registration under the Securities Act 8
of 1933 for securities offers and sales by specified 9
persons; revising requirements for certain securities 10
offers and sales to be exempt from specifie d 11
registrations; authorizing the Financial Services 12
Commission to adopt rules to specify factors for 13
certain determination; providing that certain 14
communications do not constitute general solicitation 15
or general advertising; conforming cross -references; 16
making technical changes; adding certain securities 17
offers and sales by specified persons to the list of 18
transactions exempt from specified registration 19
requirements; amending s. 517.0611, F.S.; defining the 20
term "target offering amount"; revising requiremen ts 21
for securities offers and sales that are exempt 22
transactions under specified laws; revising 23
requirements for and duties of issuers of securities; 24
conforming cross-references; defining the term 25
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"financial statement"; authorizing the commission to 26
establish certain procedures; revising the aggregate 27
amount in certain transactions that are exempt from 28
specified registration requirements; providing that 29
certain securities sales are voidable within specified 30
timeframes; authorizing registered intermediaries a nd 31
dealers to use means of general solicitation and 32
advertising under certain circumstances; revising 33
duties of intermediaries; authorizing issuers or 34
certain persons to communicate with prospective 35
investors on securities offerings under certain 36
circumstances; providing requirements for such 37
communications; deleting provisions relating to 38
disposition of funds received from investors in escrow 39
arrangements; amending s. 517.072, F.S.; authorizing 40
the commission to establish certain requirements and 41
standards; amending s. 517.081, F.S.; revising the 42
information and documents that the office may require 43
for securities registration; deleting a provision 44
relating to the authority of the commission to fix 45
certain compensations for or in connection with 46
securities offers and sales; revising fees for 47
securities registration applications; requiring the 48
office to deny registration applications under certain 49
circumstances; authorizing the office to deny a 50
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request to withdraw a registration application under a 51
specified circumstance; revising circumstances under 52
which the office is required to record securities 53
registrations; authorizing securities to be sold by 54
registered dealers under a specified circumstance; 55
revising the requirements and standards that the 56
commission is required to establish; authorizing the 57
commission to establish certain disclosure criteria; 58
requiring the office to consider registration 59
applications to be abandoned under a specified 60
circumstance; authorizing issuers and persons acting 61
on behalf of issuers to communicate with prospective 62
investors under certain circumstances; providing 63
construction for such communications; prohibiting 64
solicitations, money acceptance, considerations, and 65
commitment until the offering's registration; 66
providing requiremen ts for the communications; 67
providing that certain communications are not in 68
violation of specified laws; providing limitations on 69
virtual participation in events on securities 70
offerings; amending s. 517.082, F.S.; revising 71
exceptions to exemptions relating to securities 72
registrations; making technical changes; requiring 73
that registration applications by notification with 74
the office be deemed abandoned under a specified 75
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circumstance; amending s. 517.111, F.S.; revising 76
circumstances under which the office ma y revoke or 77
suspend securities registrations; deleting provisions 78
relating to denial of securities registrations; 79
revising means by which notice of suspension of 80
securities registrations is given; deleting a 81
provision relating to the office's authority to deny 82
requests to withdraw registration applications; 83
amending s. 517.12, F.S.; deleting issuers of 84
securities from the list of persons that may not offer 85
for sale or sell securities without being registered; 86
deleting exceptions to the nonapplicability of c ertain 87
registration requirements; conforming a provision to 88
changes made by the act; revising circumstances under 89
which the office is required to register applicants; 90
revising requirements for information for registration 91
applications for intermediaries; r evising 92
circumstances under which applicants are subject to 93
certain disqualifications; conforming a cross -94
reference; prohibiting finders and associated persons 95
from engaging in business unless registered; providing 96
requirements for registration application s; 97
authorizing the commission to establish certain 98
procedures; requiring registration applications to be 99
amended within a specified timeframe under certain 100
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circumstances; providing that applicants are not 101
subject to certain disqualifications; requiring the 102
office to register applicants under certain 103
circumstances; providing expirations, renewals, and 104
reinstatements of registrations; providing duties of 105
finders and associated persons; providing 106
recordkeeping requirements; prohibiting finders and 107
associated persons from engaging in certain acts; 108
amending s. 517.121, F.S.; requiring finders to 109
maintain certain books and records; requiring the 110
office to examine affairs, books, and records of 111
finders or to require such records and reports to be 112
submitted; amending s. 517.1217, F.S.; requiring the 113
commission to establish rules of conduct and 114
prohibited business practices for intermediaries and 115
for finders and their associated persons; amending s. 116
517.161, F.S.; providing circumstances under which 117
registrations of finders are revoked, denied, or 118
suspended; conforming provisions to changes made by 119
the act; amending s. 517.1611, F.S.; conforming a 120
provision to changes made by the act; repealing s. 121
517.181, F.S., relating to escrow agreement; amending 122
s. 517.191, F.S.; authorizing the office to recover 123
costs and attorney fees related to investigations and 124
enforcement of violations of specified laws and rules; 125
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requiring such recovered moneys to be deposited into a 126
specified trust fund; providing liability for control 127
persons found to have violated specified laws and 128
rules; providing an exception; providing liability of 129
persons who provide substantial assistance to other 130
persons violating specified laws and rules; amending 131
ss. 517.075, 626.9911, and 744.351, F.S.; making 132
technical changes; amending ss. 517.131, 517.211, and 133
517.315, F.S.; conforming cross -references; providing 134
an effective date. 135
136
Be It Enacted by the Legislature of the State of Florida: 137
138
Section 1. Section 517.021, Florida Statutes, is amended 139
to read: 140
517.021 Definitions. —When used in this chapter, unless the 141
context otherwise indicates, the following terms have the 142
following respective meanings: 143
(1) "Accredited investor" is defined by rule of the 144
commission in accordance with Securities and Exch ange Commission 145
Regulation 230.501 (17 C.F.R. s. 230.501). 146
(2) "Affiliate" means a person that directly, or 147
indirectly through one or more intermediaries, controls, is 148
controlled by, or is under common control with an applicant or 149
registrant. 150
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(3) "Angel investor group" means a group of accredited 151
investors who hold regular meetings and have defined processes 152
and procedures for making investment decisions, individually or 153
among the membership of the group as a whole, and are neither 154
associated persons no r agents of any dealer or investment 155
adviser. 156
(4)(2) "Associated person" means: 157
(a)1. With respect to a dealer , a natural person who is or 158
investment adviser, any of the following : 159
a. A control person of or a person controlled by the 160
dealer; or 161
b. A person employed, appointed, or authorized by the 162
dealer and who represents the dealer in effecting or attempting 163
to effect purchases or sales of securities. 164
2. The term does not include the following: 165
a. A dealer. 166
b. A partner, officer, or director of a dealer, or a 167
person having a similar status or performing similar functions 168
as a dealer unless such person is a person specified in 169
subparagraph 1. 170
c. An employee of a dealer whose function is only clerical 171
or ministerial. 172
d. A person whose transactions in this state are limited 173
to those transactions described in s. 15(i)(3) of the Securities 174
Exchange Act of 1934, as amended. 175
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(b)1. With respect to an investment adviser, a natural 176
person, including, but not limited to, a partner, officer, 177
director, or branch manager, or a person occupying a similar 178
status or performing similar functions, who meets all of the 179
following requirements: 180
a. Is employed by or associated with, or is subject to the 181
supervision and control of, an investment adviser r egistered or 182
required to be registered under this chapter. 183
b. Does any of the following: 184
(I) Makes any recommendation or otherwise gives investment 185
advice regarding securities. 186
(II) Manages accounts or portfolios of clients. 187
(III) Determines which recommendation or advice regarding 188
securities should be given. 189
(IV) Receives compensation to solicit, offer, or negotiate 190
for the sale of investment advisory services. 191
(V) Supervises employees who perform a function under sub -192
sub-subparagraph (I), sub -sub-subparagraph (II), sub -sub-193
subparagraph (III), or sub -sub-subparagraph (IV). 194
2. The term does not include the following: 195
a. An investment adviser. 196
b. An employee whose function is only clerical or 197
ministerial. 198
1. Any partner, officer, director, or branch manager of a 199
dealer or investment adviser or any person occupying a similar 200
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status or performing similar functions; 201
2. Any natural person directly or indirectly controlling 202
or controlled by such dealer or investment adviser, other than 203
an employee whose function is only clerical or ministerial; or 204
3. Any natural person, other than a dealer, employed, 205
appointed, or authorized by a dealer, investment adviser, or 206
issuer to sell securities in any manner or act as an investment 207
adviser as defined in this section. 208
209
The partners of a partnership and the executive officers of a 210
corporation or other association registered as a dealer, and any 211
person whose transactions in this state are limited to those 212
transactions described in s. 15(h)(2) of the Secu rities Exchange 213
Act of 1934, are not "associated persons" within the meaning of 214
this definition. 215
(c)(b) With respect to a federal covered adviser, a any 216
person that who is an investment adviser representative and that 217
who has a place of business in this state, as such terms are 218
defined in Rule 203A -3 of the Securities and Exchange Commission 219
adopted under the Investment Advisers Act of 1940. 220
(d)1. With respect to a finder, a natural person who is: 221
a. A control person o f or a person controlled by the 222
finder; or 223
b. A person employed, appointed, or authorized by the 224
finder and who represents the finder in introducing or referring 225
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one or more persons that such natural person reasonably believes 226
are accredited investors, t o an issuer with a principal place of 227
business in this state, or introducing or referring an issuer 228
with a principal place of business in this state, to one or more 229
persons that such natural person reasonably believes are 230
accredited investors, solely for t he purpose of a potential 231
offer or sale of securities of the issuer in an issuer 232
transaction in this state. 233
2. The term does not include the following: 234
a. A finder. 235
b. An employee whose function is only clerical or 236
ministerial. 237
(5)(3) "Boiler room" means an enterprise in which two or 238
more persons engage in telephone communications with members of 239
the public using two or more telephones at one location, or at 240
more than one location in a common scheme or enterprise. 241
(6)(4) "Branch office" means any location in this state of 242
a dealer or investment adviser at which one or more associated 243
persons regularly conduct the business of rendering investment 244
advice or effecting any transactions in, or inducing or 245
attempting to induce the purchase or sale of, an y security or 246
any location that is held out as such. The commission may adopt 247
by rule exceptions to this definition for dealers in order to 248
maintain consistency with the definition of a branch office used 249
by self-regulatory organizations authorized by the Securities 250
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and Exchange Commission, including, but not limited to, the 251
Financial Industry Regulatory Authority. The commission may 252
adopt by rule exceptions to this definition for investment 253
advisers. 254
(7) "Business accelerator" means an organization offer ing 255
a variety of mentoring or coaching resources to businesses that 256
have completed, or are close to completing, a minimum viable 257
product or service in a time -intensive, capital-funding-focused 258
program having durations from several months to a year. A 259
business accelerator may also offer business incubator services. 260
(8) "Business incubator" means an organization offering a 261
variety of networking, mentoring, or coaching resources to pre -262
revenue seed or idea -stage businesses with shared workspaces to 263
facilitate such businesses' development into post -revenue, pre-264
profit, early stage businesses. A business incubator may also 265
offer business accelerator services. 266
(9) "Commission" means the Financial Services Commission. 267
(10)(5) "Control," including the terms "controlling," 268
"controlled by," or "under control with" and "under common 269
control with," means the possession, directly or indirectly, of 270
the power to direct, or to cause the direction of , the 271
management or policies of a person, whether through the 272
ownership of voting securities, by contract, or otherwise. 273
(11) "Control person" means a person that possesses the 274
power, directly or indirectly, to direct, or to cause the 275
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direction of, the management or policies of an organization 276
whether through owner ship of securities, by contract, or 277
otherwise. A person is presumed to be a control person of an 278
organization if, with respect to a particular organization, the 279
person: 280
(a) Is a director, general partner, manager, or managing 281
member, or an officer who ex ercises executive responsibility or 282
has a similar status or function; 283
(b) Has the power to vote, or to sell or direct the sale 284
of, 20 percent or more of a class of voting securities; or 285
(c) In the case of a partnership or limited liability 286
company, may receive upon dissolution of the partnership or 287
company, or has contributed to the partnership or company, 20 288
percent or more of the capital. 289
(12)(6)(a) "Dealer" means includes any of the following: 290
1. a Any person, other than an associated person 291
registered under this chapter, that who engages, either for all 292
or part of the person's her or his time, directly or indirectly, 293
as broker or principal in the business of offering, buying, 294
selling, or otherwise dealing or trading in securities issued by 295
another person. 296
2. Any issuer who through persons directly compensated or 297
controlled by the issuer engages, either for all or part of her 298
or his time, directly or indirectly, in the business of offering 299
or selling securities which are issued or are proposed to be 300
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issued by the issuer. 301
(b) The term "dealer" does not include the following: 302
1. A Any licensed practicing attorney who renders or 303
performs any of such services in connection with the regular 304
practice of the attorney's her or his profession.; 305
2. A Any bank authorized to do business in this state, 306
except nonbank subsidiaries of a bank .; 307
3. A Any trust company having trust powers which it is 308
authorized to exercise in this state, which renders or performs 309
services in a fiduciary capacity incidental to the exercise of 310
its trust powers.; 311
4. A Any wholesaler selling exclusively to dealers .; 312
5. A Any person buying and selling for the person's her or 313
his own account exclusively through a registered dealer or stock 314
exchange.; or 315
6. A natural Pursuant to s. 517.061(11), any person 316
representing associated with an issuer in the purchase, sale, or 317
distribution of the issuer's own securities if such person meets 318
all of the following requirements: 319
a. Is an officer, director, limited liability company 320
manager or managing member, or a bona fide employee of the 321
issuer. 322
b. who Has not participated in the d istribution or sale of 323
any securities for an issuer for whom such person was an 324
officer, director, limited liability company manager or managing 325
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member, or bona fide employee within the preceding 12 months . 326
and who 327
c. Primarily performs, or is intended t o perform at the 328
end of the distribution, substantial duties for, or on behalf 329
of, the issuer other than in connection with transactions in 330
securities. 331
d. Does not receive a commission, compensation, or other 332
consideration for the completed sale of the i ssuer's securities 333
apart from the compensation received for regular duties to the 334
issuer. 335
7. A finder registered under this chapter and engaging 336
solely in the activities of a finder. 337
8. An intermediary registered under this chapter and 338
engaging solely in the activities of an intermediary. 339
(7) "Commission" means the Financial Services Commission. 340
(8) "Office" means the Office of Financial Regulation of 341
the commission. 342
(13)(9) "Federal covered adviser" means a person that who 343
is registered or requir ed to be registered under s. 203 of the 344
Investment Advisers Act of 1940. The term "federal covered 345
adviser" does not include any person that who is excluded from 346
the definition of investment adviser under paragraph (19)(b) 347
subparagraphs (14)(b)1. -8. 348
(14)(10) "Federal covered security" means a any security 349
that is a covered security under s. 18(b) of the Securities Act 350
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of 1933 or rules and regulations adopted thereunder. 351
(15) "Finder" means a natural person, corporation, trust, 352
partnership, limited liability company, association, or other 353
legal entity that, for direct or indirect compensation, 354
introduces or refers one or more persons that the finder 355
reasonably believes are accredited investors, to an issuer with 356
a principal place of business in this state, or introduces or 357
refers an issuer with a principal place of business in this 358
state, to one or more persons that the finder reasonably 359
believes are accredited investors, solely for the purpose of a 360
potential offer or sale of securities of the issuer in an issuer 361
transaction in this state. 362
(16)(11) "Guarantor" means a person that who agrees in 363
writing, or that who holds itself out to the public as agreeing, 364
to pay the indebtedness of another when due, including, without 365
limitation, payments of principal and interest on a bond, 366
debenture, note, or other evidence of indebtedness, without 367
resort by the holder to any o ther obligor, whether or not such 368
writing expressly states that the person signing is signing as a 369
guarantor. The obligation of a guarantor hereunder shall be a 370
continuing, absolute, and unconditional guaranty of payment, 371
without regard to the validity, re gularity, or enforceability of 372
the underlying indebtedness. 373
(17)(12) "Guaranty" means a writing in which one party 374
either agrees, or holds itself out to the public as agreeing, to 375
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pay the indebtedness of another when due, including, without 376
limitation, payments of principal and interest on a bond, 377
debenture, note, or other evidence of indebtedness, without 378
resort by the holder to any other obligor, whether or not such 379
writing expressly states that the person signing is signing as a 380
guarantor. An agreement that is not specifically denominated as 381
a guaranty shall nevertheless constitute a guaranty if the 382
holder of the underlying indebtedness or the holder's her or his 383
representative or trustee has the right to sue to enforce the 384
guarantor's obligations under the guaranty. Words of guaranty or 385
equivalent words that which otherwise do not specify guaranty of 386
payment create a presumption that payment, rather than 387
collection, is guaranteed by the guarantor. Any guaranty in 388
writing is enforceable notwithstanding a ny statute of frauds. 389
(18)(13) "Intermediary" means a natural person residing in 390
this the state or a corporation, trust, partnership, limited 391
liability company, association, or other legal entity registered 392
with the Secretary of State to do business in this the state, 393
which facilitates, through its website, the offer or sale of 394
securities of an issuer with a principal place of business in 395
this state under s. 517.0611. 396
(19)(14)(a) "Investment adviser" includes a any person 397
that who receives compensation, directly or indirectly, and 398
engages for all or part of the person's her or his time, 399
directly or indirectly, or through publications or writings, in 400
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the business of advising others as to the value of securities or 401
as to the advisability of investments in, purchasing of, or 402
selling of securities , except a dealer whose performance of 403
these services is solely incidental to the conduct of her or his 404
business as a dealer and who receives no special compensation 405
for such services. 406
(b) The term "investment adviser" does not include the 407
following: 408
1. A dealer or associated person of a dealer whose 409
performance of services in paragraph (a) is solely incidental to 410
the conduct of the dealer's or associated person's business as a 411
dealer and who does not receive spec ial compensation for those 412
services. 413
2. A Any licensed practicing attorney or certified public 414
accountant whose performance of such services is solely 415
incidental to the practice of the attorney's or accountant's her 416
or his profession.; 417
2. Any licensed certified public accountant whose 418
performance of such services is solely incidental to the 419
practice of her or his profession; 420
3. A Any bank authorized to do business in this state .; 421
4. A Any bank holding company as defined in the Bank 422
Holding Company Act of 1956, as amended, authorized to do 423
business in this state .; 424
5. A Any trust company having trust powers which it is 425
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authorized to exercise in this the state, which trust company 426
renders or performs services in a fiduciary capacity incidental 427
to the exercise of its trust powers .; 428
6. A Any person that who renders investment advice 429
exclusively to insurance or investment companies .; 430
7. A Any person that who does not hold itself herself or 431
himself out to the general public as an investment adviser , has 432
a place of business located in this state, and has fewer no more 433
than six 15 clients during the preceding within 12 consecutive 434
months. in this state; 435
8. A Any person whose transactions in t his state are 436
limited to those transactions described in s. 222(d) of the 437
Investment Advisers Act of 1940. Those clients listed in 438
subparagraph 6. may not be included when determining the number 439
of clients of an investment adviser for purposes of s. 222(d) of 440
the Investment Advisers Act of 1940 .; or 441
9. A federal covered adviser. 442
(20)(15) "Issuer" means a any person that who proposes to 443
issue, has issued, or shall hereafter issue any security. A Any 444
person that who acts as a promoter for and on behalf of a 445
corporation, trust, or unincorporated association or partnership 446
of any kind to be formed shall be deemed an issuer. 447
(21) "Natural person" means an individual. 448
(22)(16) "Offer to sell," "offer for sale," or "offer" 449
means an any attempt or offer to dispose of, or solicitation of 450
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an offer to buy, a security or interest in a security, or an 451
investment or interest in an investment, for value. 452
(23) "Office" means the Office of Financial Regulation of 453
the commission. 454
(24)(17) "Predecessor" means a person the major portion of 455
whose assets have been acquired directly or indirectly by an 456
issuer. 457
(25)(18) "Principal" means an executive officer of a 458
corporation, partner of a partnership, sole proprietor of a sole 459
proprietorship, trust ee of a trust, or any other person with 460
similar supervisory functions with respect to any organization, 461
whether incorporated or unincorporated. 462
(26)(19) "Promoter" includes the following: 463
(a) A Any person that who, acting alone or in conjunction 464
with one or more other persons, directly or indirectly takes the 465
initiative in founding and organizing the business or enterprise 466
of an issuer. 467
(b) A Any person that who, in connection with the founding 468
or organizing of the business or enterprise of an issuer, 469
directly or indirectly receives in consideration of services or 470
property, or both services and property, 10 percent or more of 471
any class of securities of the issuer or 10 percent or more of 472
the proceeds from the sale of any class of securities. However, 473
a person that who receives such securities or proceeds either 474
solely as underwriting commissions or solely in connection with 475
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property shall not be deemed a promoter if such person does not 476
otherwise take part in founding and organizing the enterprise. 477
(27)(20) "Qualified institutional buyer" means a any 478
qualified institutional buyer, as defined in United States 479
Securities and Exchange Commission Rule 144A, 17 C.F.R. s. 480
230.144A(a), under the Securities Act of 1933, as amended, or 481
any foreign buyer that sa tisfies the minimum financial 482
requirements set forth in such rule. 483
(28)(21) "Sale" or "sell" means a any contract of sale or 484
disposition of an any investment, security, or interest in a 485
security, for value. With respect to a security or interest in a 486
security, the term defined in this subsection does not include 487
preliminary negotiations or agreements between an issuer or any 488
person on whose behalf an offering is to be made and any 489
underwriter or among underwriters who are or are to be in 490
privity of contract with an issuer. Any security given or 491
delivered with, or as a bonus on account of, any purchase of 492
securities or any other thing shall be conclusively presumed to 493
constitute a part of the subject of such purchase and to have 494
been offered and sold for va lue. Every sale or offer of a 495
warrant or right to purchase or subscribe to another security of 496
the same or another issuer, as well as every sale or offer of a 497
security which gives the holder a present or future right or 498
privilege to convert into another se curity or another issuer, is 499
considered to include an offer of the other security. 500
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(29)(22) "Security" includes any of the following: 501
(a) A note. 502
(b) A stock. 503
(c) A treasury stock. 504
(d) A bond. 505
(e) A debenture. 506
(f) An evidence of indebtedness. 507
(g) A certificate of deposit. 508
(h) A certificate of deposit for a security. 509
(i) A certificate of interest or participation. 510
(j) A whiskey warehouse receipt or other commodity 511
warehouse receipt. 512
(k) A certificate of interest in a profit -sharing 513
agreement or the right to participate therein. 514
(l) A certificate of interest in an oil, gas, petroleum, 515
mineral, or mining title or lease or the right to participate 516
therein. 517
(m) A collateral trust certificate. 518
(n) A reorganization certificate. 519
(o) A preorganization subscription. 520
(p) A Any transferable share. 521
(q) An investment contract. 522
(r) A beneficial interest in title to property, profits, 523
or earnings. 524
(s) An interest in or under a profit -sharing or 525
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participation agreement or scheme. 526
(t) An Any option contract that which entitles the holder 527
to purchase or sell a given amount of the underlying security at 528
a fixed price within a specified period of time. 529
(u) Any other instrument commonly known as a security, 530
including an interim or tempora ry bond, debenture, note, or 531
certificate. 532
(v) A Any receipt for a security, or for subscription to a 533
security, or a any right to subscribe to or purchase any 534
security. 535
(w) A viatical settlement investment. 536
(30)(23) "Underwriter" means a person that who has 537
purchased from an issuer or an affiliate of an issuer with a 538
view to, or offers or sells for an issuer or an affiliate of an 539
issuer in connection with, the distribution of any security, or 540
participates or has a direct or indirect participation in an y 541
such undertaking, or participates or has a participation in the 542
direct or indirect underwriting of any such undertaking; except 543
that a person shall be presumed not to be an underwriter with 544
respect to any security which it she or he has owned 545
beneficially for at least 1 year; and, further, a dealer is 546
shall not be considered an underwriter with respect to any 547
securities that which do not represent part of an unsold 548
allotment to or subscription by the dealer as a participant in 549
the distribution of such securities by the issuer or an 550
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affiliate of the issuer; and, further, in the case of securities 551
acquired on the conversion of anothe r security without payment 552
of additional consideration, the length of time such securities 553
have been beneficially owned by a person includes the period 554
during which the convertible security was beneficially owned and 555
the period during which the security ac quired on conversion has 556
been beneficially owned. 557
(31)(24) "Viatical settlement investment" means an 558
agreement for the purchase, sale, assignment, transfer, devise, 559
or bequest of all or any portion of a legal or equitable 560
interest in a viaticated policy as defined in chapter 626. 561
Section 2. Section 517.061, Florida Statutes, is amended 562
to read: 563
517.061 Exempt transactions. —Except as otherwise provided 564
in s. 517.0611 for a transaction listed in subsection (21) or 565
subsection (23), the exemption for ea ch transaction listed below 566
is self-executing and does not require any filing with the 567
office before claiming the exemption. Any person who claims 568
entitlement to any of the exemptions bears the burden of proving 569
such entitlement in any proceeding brought u nder this chapter. 570
The registration provisions of s. 517.07 do not apply to any of 571
the following transactions; however, such transactions are 572
subject to the provisions of ss. 517.301, 517.311, and 517.312: 573
(1) At any judicial, executor's, administrator's , 574
guardian's, or conservator's sale, or at any sale by a receiver 575
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or trustee in insolvency or bankruptcy, or any transaction 576
incident to a judicially approved reorganization in which a 577
security is issued in exchange for one or more outstanding 578
securities, claims, or property interests. 579
(2) By or for the account of a pledgeholder or mortgagee 580
selling or offering for sale or delivery in the ordinary course 581
of business and not for the purposes of avoiding the provisions 582
of this chapter, to liquidate a bona f ide debt, a security 583
pledged in good faith as security for such debt. 584
(3) The isolated sale or offer for sale of securities when 585
made by or on behalf of a vendor not the issuer or underwriter 586
of the securities, who, being the bona fide owner of such 587
securities, disposes of the owner's her or his own property for 588
the owner's her or his own account, and such sale is not made 589
directly or indirectly for the benefit of the issuer or an 590
underwriter of such securities or for the direct or indirect 591
promotion of any scheme or enterprise with the intent of 592
violating or evading any provision of this chapter. For purposes 593
of this subsection, isolated offers or sales include, but are 594
not limited to, an isolated offer or sale made by or on behalf 595
of a vendor of securiti es not the issuer or underwriter of the 596
securities if: 597
(a) The offer or sale of securities is in a transaction 598
satisfying all of the requirements of subparagraphs (11)(a)1., 599
2., and 3., and 4. and paragraph (11)(b); or 600
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(b) The offer or sale of securities is in a transaction 601
exempt under s. 4(a)(1) s. 4(1) of the Securities Act of 1933, 602
as amended. 603
604
For purposes of this subsection, any person, including, without 605
limitation, a promoter or affiliate of an issuer, shall not be 606
deemed an underwriter, an issuer, or a person acting for the 607
direct or indirect benefit of the issuer or an underwriter with 608
respect to any securities of the issuer which she or he has 609
owned beneficially for at least 1 year. 610
(4) The distribution by a corporation, trust, or 611
partnership, actively engaged in the business authorized by its 612
charter or other organizational articles or agreement, of 613
securities to its stockholders or other equity security holders, 614
partners, or beneficiaries as a stock dividen d or other 615
distribution out of earnings or surplus. 616
(5) The issuance of securities to such equity security 617
holders or other creditors of a corporation, trust, or 618
partnership in the process of a reorganization of such 619
corporation or entity, made in good f aith and not for the 620
purpose of avoiding the provisions of this chapter, either in 621
exchange for the securities of such equity security holders or 622
claims of such creditors or partly for cash and partly in 623
exchange for the securities or claims of such equity security 624
holders or creditors. 625
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(6) Any transaction involving the distribution of the 626
securities of an issuer exclusively among its own security 627
holders, including any person who at the time of the transaction 628
is a holder of any convertible security, any nontransferable 629
warrant, or any transferable warrant which is exercisable within 630
not more than 90 days after of issuance, when no commission or 631
other remuneration is paid or given directly or indirectly in 632
connection with the sale or distribution of such additional 633
securities. 634
(7) The offer or sale of securities to a bank, trust 635
company, savings institution, insurance company, dealer, 636
investment company as defined by the Investment Company Act of 637
1940, pension or profit -sharing trust, or qualified 638
institutional buyer as defined by rule of the commission in 639
accordance with Securities and Exchange Commission Rule 144A (17 640
C.F.R. s. 230.144(A)(a)), whether any of such entities is acting 641
in its individual or fiduciary capacity; provided that such 642
offer or sale of securities is not for the direct or indirect 643
promotion of any scheme or enterprise with the intent of 644
violating or evading any provision of this chapter. 645
(8) The sale of securities from one corporation to another 646
corporation if both of the following conditions are met provided 647
that: 648
(a) The sale price of the securities is $50,000 or more .; 649
and 650
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(b) The buyer and seller corporations each have assets of 651
$500,000 or more. 652
(9) The offer or sale of securities from one corporation 653
to another corporati on, or to security holders thereof, pursuant 654
to a vote or consent of such security holders as may be provided 655
by the articles of incorporation and the applicable corporate 656
statutes in connection with mergers, share exchanges, 657
consolidations, or sale of cor porate assets. 658
(10) The issuance of notes or bonds in connection with the 659
acquisition of real property or renewals thereof, if such notes 660
or bonds are issued to the sellers of, and are secured by all or 661
part of, the real property so acquired. 662
(11)(a) The offer or sale, by or on behalf of an issuer, 663
of its own securities, which offer or sale is part of an 664
offering made in accordance with all of the following 665
conditions: 666
1. There are no more than 35 purchasers, or the issuer 667
reasonably believes that the re are no more than 35 purchasers, 668
of the securities of the issuer in this state during an offering 669
made in reliance upon this subsection or, if such offering 670
continues for a period in excess of 12 months, in any 671
consecutive 12-month period. 672
2. Neither the issuer nor any person acting on behalf of 673
the issuer offers or sells securities pursuant to this 674
subsection by means of any form of general solicitation or 675
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
general advertising in this state. 676
3. Before the sale, each purchaser or the purchaser's 677
representative, if any, is provided with, or given reasonable 678
access to, full and fair disclosure of all material information. 679
4. No person defined as a "dealer" in this chapter is paid 680
a commission or compensation for the sale of the issuer's 681
securities unless such person is registered as a dealer under 682
this chapter. 683
4.5. When sales are made to five or more persons in this 684
state, any sale in this state made pursuant to this subsection 685
is voidable by the purchaser in such sale either within 3 days 686
after the first tender of consideration is made by such 687
purchaser to the issuer, an agent of the issuer, or an escrow 688
agent or within 3 days after the availability of that privilege 689
is communicated to such purchaser, whichever occurs later. 690
(b) The following purcha sers are excluded from the 691
calculation of the number of purchasers under subparagraph 692
(a)1.: 693
1. Any relative or spouse, or relative of such spouse, of 694
a purchaser who has the same principal residence as such 695
purchaser. 696
2. Any trust or estate in which a purchaser, any of the 697
persons related to such purchaser specified in subparagraph 1., 698
and any organization corporation specified in subparagraph 3. 699
collectively have more than 50 percent of the beneficial 700
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
interest (excluding contingent interest). 701
3. Any corporation or other organization of which a 702
purchaser, any of the persons related to such purchaser 703
specified in subparagraph 1., and any trust or estate specified 704
in subparagraph 2. collectively are beneficial owners of more 705
than 50 percent of the equit y securities or equity interest. 706
4. Any purchaser who makes a bona fide investment of 707
$100,000 or more, provided such purchaser or the purchaser's 708
representative receives, or has access to, the information 709
required to be disclosed by subparagraph (a)3. 710
5. Any accredited investor , as defined by rule of the 711
commission in accordance with Securities and Exchange Commission 712
Regulation 230.501 (17 C.F.R. s. 230.501) . 713
(c) The commission may by rule specify factors to be 714
considered in determining whether offe rs and sales of securities 715
constitute part of the same offering under this section in 716
accordance with Securities and Exchange Commission Regulation 717
230.152 (17 C.F.R. s. 230.152). Rules adopted under this 718
paragraph should harmonize Securities and Exchange Commission 719
Regulation 230.152 (17 C.F.R. s. 230.152) with this chapter. 720
(c) 1. For purposes of determining which offers and sales 721
of securities constitute part of the same offering under this 722
subsection and are therefore deemed to be integrated with one 723
another: 724
a. Offers or sales of securities occurring more than 6 725
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months before an offer or sale of securities made pursuant to 726
this subsection shall not be considered part of the same 727
offering, provided there are no offers or sales by or for the 728
issuer of the same or a similar class of securities during such 729
6-month period. 730
b. Offers or sales of securities occurring at any time 731
after 6 months from an offer or sale made pursuant to this 732
subsection shall not be considered part of the same offering, 733
provided there are no offers or sales by or for the issuer of 734
the same or a similar class of securities during such 6 -month 735
period. 736
2. Offers or sales which do not satisfy the conditions of 737
any of the provisions of subparagraph 1. may or may not be part 738
of the same offering, depending on the particular facts and 739
circumstances in each case. The commission may adopt a rule or 740
rules indicating what factors should be considered in 741
determining whether offers and sales not qualifying for the 742
provisions of subparagrap h 1. are part of the same offering for 743
purposes of this subsection. 744
(d) Offers or sales of securities made pursuant to, and in 745
compliance with, any other subsection of this section or any 746
subsection of s. 517.051 are shall not be considered part of an 747
offering pursuant to this subsection, regardless of when such 748
offers and sales are made. 749
(e) A communication is not deemed to constitute general 750
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solicitation or general advertising if made in connection with a 751
seminar or meeting in which more than one issuer participates 752
and if the seminar or meeting is sponsored by a college, 753
university, or other institution of higher education; a state or 754
local government or an instrumentality thereof; a nonprofit 755
organization; or an angel investo r group, business incubator, or 756
business accelerator, provided that all of the following 757
requirements are met: 758
1. No advertising for the seminar or meeting references a 759
specific offering of securities by the issuer. 760
2. The sponsor of the seminar or mee ting does not do any 761
of the following: 762
a. Make investment recommendations or provide investment 763
advice to event attendees. 764
b. Engage in any investment negotiations between the 765
issuer and investors attending the event. 766
c. Charge event attendees any fe es, other than reasonable 767
administrative fees. 768
d. Receive any compensation for making introductions 769
between event attendees and issuers or for investment 770
negotiations between such parties. 771
e. Receive any compensation with respect to the event 772
which would require registration of the sponsor as a dealer, 773
intermediary, finder, or investment adviser under s. 517.12. 774
3. The type of information regarding an offering of 775
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
securities by the issuer that is communicated or distributed by 776
or on behalf of the issue r in connection with the event is 777
limited to a notification that the issuer is in the process of 778
offering or planning to offer securities, the type and amount of 779
securities being offered, the intended use of proceeds of the 780
offering, and the unsubscribed a mount in the offering. 781
4. If the event allows attendees to participate virtually 782
rather than in person, online participation in the event is 783
limited to: 784
a. Natural persons who are members of, or otherwise 785
associated with, the sponsor organization. 786
b. Natural persons who the sponsor reasonably believes are 787
accredited investors. 788
c. Natural persons who have been invited by the sponsor 789
based on industry or investment -related experience, reasonably 790
selected in good faith, and disclosed in the public 791
communications about the event. 792
(12) The sale of securities by a bank or trust company 793
organized or incorporated under the laws of the United States or 794
this state at a profit to such bank or trust company of not more 795
than 2 percent of the total sale price of such securities; 796
provided that there is no solicitation of this business by such 797
bank or trust company where such bank or trust company acts as 798
agent in the purchase or sale of such securities. 799
(13) An unsolicited purchase or sale of securities on 800
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
order of, and as the agent for, another by a dealer registered 801
pursuant to the provisions of s. 517.12; provided that this 802
exemption applies solely and exclusively to such registered 803
dealers and does not authorize or permit the purchase or sale of 804
securities on order of, and as agent for, another by any person 805
other than a dealer so registered; and provided, further, that 806
such purchase or sale is not directly or indirectly for the 807
benefit of the issuer or an underwriter of such securities or 808
for the direct or in direct promotion of any scheme or enterprise 809
with the intent of violation or evading any provision of this 810
chapter. 811
(14) The offer or sale of shares of a corporation which 812
represent ownership, or entitle the holders of the shares to 813
possession and occupa ncy, of specific apartment units in 814
property owned by such corporation and organized and operated on 815
a cooperative basis, solely for residential purposes. 816
(15) The offer or sale of securities under a bona fide 817
employer-sponsored stock option, stock purch ase, pension, 818
profit-sharing, savings, or other benefit plan when offered only 819
to employees of the sponsoring organization or to employees of 820
its controlled subsidiaries. 821
(16) The sale by or through a registered dealer of any 822
securities option if at the time of the sale of the option: 823
(a)1. The performance of the terms of the option is 824
guaranteed by any dealer registered under the federal Securities 825
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Exchange Act of 1934, as amended, which guaranty and dealer are 826
in compliance with such requirements or r ules as may be approved 827
or adopted by the commission; or 828
2.(b) Such options transactions are cleared by the Options 829
Clearing Corporation or any other clearinghouse recognized by 830
the office; and 831
(b)(c) The option is not sold by or for the benefit of the 832
issuer of the underlying security; and 833
(c)(d) The underlying security may be purchased or sold on 834
a recognized securities exchange or is quoted on the National 835
Association of Securities Dealers Automated Quotation System; 836
and 837
(d)(e) Such sale is not directly or indirectly for the 838
purpose of providing or furthering any scheme to violate or 839
evade any provisions of this chapter. 840
(17)(a) The offer or sale of securities, as agent or 841
principal, by a dealer registered pursuant to s. 517.12, when 842
such securities are offered or sold at a price reasonably 843
related to the current market price of such securities, provided 844
such securities are: 845
1. Securities of an issuer for which reports are required 846
to be filed by s. 13 or s. 15(d) of the Securities Exchange Act 847
of 1934, as amended; 848
2. Securities of a company registered under the Investment 849
Company Act of 1940, as amended; 850
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3. Securities of an insurance company, as that term is 851
defined in s. 2(a)(17) of the Investment Company Act of 1940, as 852
amended; or 853
4. Securities, other than any security that is a federal 854
covered security pursuant to s. 18(b)(1) of the Securities Act 855
of 1933 and is not subject to any registration or filing 856
requirements under this act, which appear in any list of 857
securities dealt in on any stock exchange registered pursuant to 858
the Securities Exchange Act of 1934, as amended, and which 859
securities have been listed or approved for listing upon notice 860
of issuance by such exchange, and also all securities senior to 861
any securities so listed or ap proved for listing upon notice of 862
issuance, or represented by subscription rights which have been 863
so listed or approved for listing upon notice of issuance, or 864
evidences of indebtedness guaranteed by companies any stock of 865
which is so listed or approved fo r listing upon notice of 866
issuance, such securities to be exempt only so long as such 867
listings or approvals remain in effect. The exemption provided 868
for herein does not apply when the securities are suspended from 869
listing approval for listing or trading. 870
(b) The exemption provided in this subsection does not 871
apply if the sale is made for the direct or indirect benefit of 872
an issuer or control person controlling persons of such issuer 873
or if such securities constitute the whole or part of an unsold 874
allotment to, or subscription or participation by, a dealer as 875
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an underwriter of such securities. 876
(c) This exemption is shall not be available for any 877
securities that which have been denied registration pursuant to 878
s. 517.111. Additionally, the office may deny th is exemption 879
with reference to any particular security, other than a federal 880
covered security, by order published in such manner as the 881
office finds proper. 882
(18) The offer or sale of any security effected by or 883
through a person in compliance with s. 517.12(16) s. 517.12(17). 884
(19) Other transactions defined by rules as transactions 885
exempted from the registration provisions of s. 517.07, which 886
rules the commission may adopt from time to time, but only after 887
a finding by the office that the application of the provisions 888
of s. 517.07 to a particular transaction is not necessary in the 889
public interest and for the protection of investors because of 890
the small dollar amount of securities involved or the limited 891
character of the offering. In conjunction with its adoption of 892
such rules, the commission may also provide in such rules that 893
persons selling or offering for sale the exempted securities are 894
exempt from the registration requirements of s. 517.12. No rule 895
so adopted may have the effect of narrowing or limit ing any 896
exemption provided for by statute in the other subsections of 897
this section. 898
(20) Any nonissuer transaction by a registered associated 899
person of a registered dealer, and any resale transaction by a 900
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sponsor of a unit investment trust registered und er the 901
Investment Company Act of 1940, in a security of a class that 902
has been outstanding in the hands of the public for at least 90 903
days; provided, at the time of the transaction , that all of the 904
following requirements are met : 905
(a) The issuer of the sec urity is actually engaged in 906
business and is not in the organization stage or in bankruptcy 907
or receivership and is not a blank check, blind pool, or shell 908
company whose primary plan of business is to engage in a merger 909
or combination of the business with, or an acquisition of, any 910
unidentified person.; 911
(b) The security is sold at a price reasonably related to 912
the current market price of the security .; 913
(c) The security does not constitute the whole or part of 914
an unsold allotment to, or a subscription or participation by, 915
the broker-dealer as an underwriter of the security .; 916
(d) A nationally recognized securities manual designated 917
by rule of the commission or order of the office or a document 918
filed with the Securities and Exchange Commission that is 919
publicly available through the commission's electronic data 920
gathering and retrieval system contains all of the following : 921
1. A description of the business and operations of the 922
issuer.; 923
2. The names of the issuer's officers and directors, if 924
any, or, in the case of an issuer not domiciled in the United 925
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States, the corporate equivalents of such persons in the 926
issuer's country of domicile .; 927
3. An audited balance sheet of the issuer as of a date 928
within 18 months before such transaction or, in the case of a 929
reorganization or merger in which parties to the reorganization 930
or merger had such audited balance sheet, a pro forma balance 931
sheet.; and 932
4. An audited income statement for each of the issuer's 933
immediately preceding 2 fiscal years, or for the period of 934
existence of the issuer, if in existence for less than 2 years 935
or, in the case of a reorganization or merger in which the 936
parties to the reorganization or merger had such audited income 937
statement, a pro forma income statement .; and 938
(e) The issuer of the se curity has a class of equity 939
securities listed on a national securities exchange registered 940
under the Securities Exchange Act of 1934 or designated for 941
trading on the National Association of Securities Dealers 942
Automated Quotation System, unless: 943
1. The issuer of the security is a unit investment trust 944
registered under the Investment Company Act of 1940; 945
2. The issuer of the security has been engaged in 946
continuous business, including predecessors, for at least 3 947
years; or 948
3. The issuer of the security has total assets of at least 949
$2 million based on an audited balance sheet as of a date within 950
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18 months before such transaction or, in the case of a 951
reorganization or merger in which parties to the reorganization 952
or merger had such audited balance sheet, a pro forma balance 953
sheet. 954
(21) The offer or sale of a security by an issuer 955
conducted in accordance with s. 517.0611. 956
(22) The offer or sale of securities, solely in connection 957
with the transfer of ownership of an eligible privately held 958
company, through a merger and acquisition broker in accordance 959
with s. 517.12(21) s. 517.12(22). 960
(23) The offer or sale, by or on behalf of an issuer, of 961
the issuer's own securities, which offer or sale is part of an 962
offering made in accordance with all of the followi ng 963
conditions: 964
(a) Sales of securities are made only to persons who are 965
or who the issuer reasonably believes are accredited investors. 966
(b) An issuer that is in the development stage must have a 967
specific business plan or purpose, and such purpose or bu siness 968
plan may not be to engage in a merger or acquisition with an 969
unidentified company, or other entity or person. 970
(c) The issuer reasonably believes that all purchasers are 971
purchasing for investment and not with a view to resell in 972
connection with a distribution of a security. Any resale of a 973
security sold in reliance on this exemption within 12 months 974
after a sale shall be presumed to be with a view to distribution 975
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and not for investment, except a resale under a registration 976
effective under this chapt er or the Securities Act of 1933 or 977
under an exemption available under this chapter, the Securities 978
Act of 1933, or the rules and regulations adopted thereunder. 979
(d) Neither the issuer, nor any beneficial owner of 10 980
percent or more of any class of the s ecurity's equity 981
securities; any affiliated issuer; any of the issuer's 982
predecessors, directors, officers, or general partners; any of 983
the issuer's promoters presently connected with the issuer in 984
any capacity; or any underwriter of the securities to be of fered 985
or any partner, director, or officer of such underwriter: 986
1. Has, within the last 5 years, filed a registration 987
statement that is the subject of a currently effective 988
registration stop-order entered by a state securities 989
administrator or the Securi ties and Exchange Commission; 990
2. Has, within the last 5 years, been convicted of a 991
criminal offense in connection with the offer, purchase, or sale 992
of a security or involving fraud or deceit; 993
3. Is currently subject to a state or federal 994
administrative enforcement order or judgment entered within the 995
last 5 years finding fraud or deceit in connection with the 996
purchase or sale of a security; or 997
4. Is currently subject to an order, judgment, or decree 998
of a court of competent jurisdiction entered within the last 5 999
years temporarily, preliminarily, or permanently restraining or 1000
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enjoining such party from engaging in or continuing to engage in 1001
a conduct or practice involving fraud or deceit in connection 1002
with the purchase or sale of a security. 1003
(e) A general announcement of the proposed offering may be 1004
made by any means and must include all of the following 1005
information: 1006
1. The name, address, and telephone number of the issuer 1007
of the securities. 1008
2. The name, a brief description, and the price, if known, 1009
of any security to be issued. 1010
3. A brief description of the business of the issuer in 25 1011
words or fewer. 1012
4. The type, number, and aggregate amount of securities 1013
offered. 1014
5. The name, address, and telephone number of the person 1015
to contact for additional information. 1016
6. A statement that: 1017
a. Sales will be made only to accredited investors. 1018
b. No money or other consideration is being solicited or 1019
will be accepted by way of this general announcement. 1020
c. The securities have not been registered with or 1021
approved by any state securities agency or the Securities and 1022
Exchange Commission and are being offered and sold under an 1023
exemption from registration. 1024
(f) The issuer, in connection with an offer, may provide 1025
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information in addition to the genera l announcement under 1026
paragraph (e) if such information is delivered: 1027
1. Electronically to persons who have been prequalified as 1028
accredited investors; or 1029
2. After the issuer reasonably believes that the 1030
prospective investor is an accredited investor. 1031
(g) Telephone solicitation is not authorized unless, 1032
before placing the call, the issuer reasonably believes that the 1033
prospective investor to be solicited is an accredited investor. 1034
(h) Dissemination of the general announcement of the 1035
proposed offering to persons who are not accredited investors 1036
does not disqualify the issuer from claiming the exemption under 1037
this subsection. 1038
(i) The issuer shall file with the office, within 15 days 1039
after the first sale in this state, a notice of transaction on a 1040
form prescribed by commission rule, a consent to service of 1041
process similar to that provided in s. 517.101, and a copy of 1042
the general announcement. The commission may establish by rule 1043
procedures for filing documents by electronic means. 1044
Section 3. Section 5 17.0611, Florida Statutes, is amended 1045
to read: 1046
517.0611 Intrastate crowdfunding. — 1047
(1) This section may be cited as the "Florida Intrastate 1048
Crowdfunding Exemption." 1049
(2) As used in this section, the term "target offering 1050
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amount" means the minimum amoun t of funds required to accomplish 1051
the stated purpose for the use of proceeds as specified in the 1052
disclosure statement. 1053
(3)(2) Notwithstanding any other provision of this 1054
chapter, an offer or sale of a security by an issuer is an 1055
exempt transaction under s. 517.061 if the offer or sale is 1056
conducted in accordance with this section. The exemption 1057
provided in this section may not be used in conjunction with any 1058
other exemption under s. 517.051 or s. 517.061. 1059
(4)(3) The offer or sale of securities under this section 1060
must be conducted in accordance with the requirements of the 1061
federal exemption for intrastate offerings in : 1062
(a) Section 3(a)(11) s. 3(a)(11) of the Securities Act of 1063
1933, 15 U.S.C. s. 77c(a)(11), and United States Securities and 1064
Exchange Commission Rule 147, 17 C.F.R. s. 230.147, adopted 1065
pursuant to the Securities Act of 1933 ; or 1066
(b) United States Securities and Exchange Commission Rule 1067
147A, 17 C.F.R. s. 230.147A . 1068
(5)(4) An issuer must: 1069
(a) Be a for-profit business entity formed and under the 1070
laws of the state, be registered with the Secretary of State, 1071
maintain its principal place of business in the state , and 1072
derive its revenues primarily from operations in the state . 1073
(b) Conduct transactions for the offering through a dealer 1074
registered with the office or an intermediary registered under 1075
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s. 517.12(19) s. 517.12(20). 1076
(c) Not be, either before or as a result of the offering, 1077
an investment company as defined in s. 3 of the Investment 1078
Company Act of 1940, 15 U.S.C. s. 80a -3, or subject to the 1079
reporting requirements of s. 13 or s. 15(d) of the Securities 1080
Exchange Act of 1934, 15 U.S.C. s. 78m or s. 78o(d). 1081
(d) Not be a company with an undefined business operation, 1082
a company that lacks a business plan, a company that lacks a 1083
stated investment goal for the funds being raised, or a company 1084
that plans to engage in a merger or acquisition with an 1085
unspecified business entity. 1086
(e) Not be subject to a disqualification established by 1087
the commission or office or a disqualification described in s. 1088
517.1611 or United States Securities and Exchange Commission 1089
Rule 506(d), 17 C.F.R. 230.506(d), adopted pursuant to the 1090
Securities Act of 1933. Each director, officer, person occupying 1091
a similar status or performing a similar function, or person 1092
holding more than 20 percent of the shares of the issuer, is 1093
subject to this requirement. 1094
(f) Through an escrow agreement or trust account 1095
arrangement entered into with an independent third party, cause 1096
all funds received from investors to be deposited in a federa lly 1097
insured account for benefit of the investors, and maintain all 1098
of such funds in the account until such time as either the 1099
target offering amount has been reached, the offering has been 1100
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terminated, or the offering has expired. All funds shall be used 1101
in accordance with the uses of proceeds represented to 1102
prospective investors. 1103
(g) Provide written notice, before any sale made under 1104
this section, that any such sale is voidable as described in 1105
subsection (11). 1106
(h) Before the use of investor funds, deter mine whether 1107
the target offering amount has been reached. If the target 1108
offering amount was not reached by the offering deadline, cancel 1109
all commitments to invest and issue refunds within 30 days to 1110
all investors in this offering. 1111
(f) Execute an escrow a greement with a federally insured 1112
financial institution authorized to do business in the state for 1113
the deposit of investor funds, and ensure that all offering 1114
proceeds are provided to the issuer only when the aggregate 1115
capital raised from all investors is equal to or greater than 1116
the target offering amount. 1117
(g) Allow investors to cancel a commitment to invest 1118
within 3 business days before the offering deadline, as stated 1119
in the disclosure statement, and issue refunds to all investors 1120
if the target offerin g amount is not reached by the offering 1121
deadline. 1122
(6)(5) The issuer must file a notice of the offering with 1123
the office, in writing or in electronic form, in a format 1124
prescribed by commission rule, together with a nonrefundable 1125
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filing fee of $200. The fil ing fee shall be deposited into the 1126
Regulatory Trust Fund of the office. The commission may adopt 1127
rules establishing procedures for the deposit of fees and the 1128
filing of documents by electronic means if the procedures 1129
provide the office with the informatio n and data required by 1130
this section. A notice is effective upon receipt, by the office, 1131
of the completed form, filing fee, and an irrevocable written 1132
consent to service of civil process, similar to that provided 1133
for in s. 517.101. The notice may be termina ted by filing with 1134
the office a notice of termination. The notice and offering 1135
expire 12 months after filing the notice with the office and are 1136
not eligible for renewal. The notice must: 1137
(a) Be filed with the office at least 10 days before the 1138
issuer commences an offering of securities or the offering is 1139
displayed on a website of an intermediary in reliance upon the 1140
exemption provided by this section. 1141
(b) Indicate that the issuer is conducting an offering in 1142
reliance upon the exemption provided by this section. 1143
(c) Contain the name and contact information of the 1144
issuer. 1145
(d) Identify any predecessors, owners, officers, 1146
directors, and control persons or any person occupying a similar 1147
status or performing a similar function of the issuer, including 1148
that person's: 1149
1. Title., his or her 1150
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2. Status as a partner, trustee, or sole proprietor, or in 1151
a similar role., and his or her 1152
3. Ownership percentage. 1153
(e) Identify the federally insured financial institution, 1154
authorized to do business in the state, in which investor funds 1155
will be deposited, in accordance with the escrow agreement. 1156
(e)(f) Require an attestation under oath that the issuer, 1157
its predecessors, affiliated issuers, directors, officers, and 1158
control persons, or any other person occupying a similar status 1159
or performing a similar function, are not currently and have not 1160
been within the past 10 years the subject of regulatory or 1161
criminal actions involving fraud or deceit. 1162
(f)(g) Include documentation verifying that the issuer is 1163
organized under the laws of the state and authorized to do 1164
business in the state. 1165
(g)(h) Include the intermediary's website address where 1166
the issuer's securities will be offered. 1167
(h)(i) Include the target offering amount. 1168
(7)(6) The issuer must amend the notice f orm within 30 1169
days after any information contained in the notice becomes 1170
inaccurate for any reason. The commission may require, by rule, 1171
an issuer who has filed a notice under this section to file 1172
amendments with the office. 1173
(8)(7) The issuer must provid e to prospective investors 1174
and the dealer or intermediary, along with a copy to the office 1175
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at the time that the notice is filed, and make available to 1176
prospective potential investors through the dealer or 1177
intermediary, a disclosure statement containing mat erial 1178
information about the issuer and the offering, including: 1179
(a) The name, legal status, physical address, and website 1180
address of the issuer. 1181
(b) The names of the directors, officers, and any person 1182
occupying a similar status or performing a similar function, and 1183
the name of each person holding more than 20 percent of the 1184
shares or interests of the issuer. 1185
(c) A description of the business of the issuer and the 1186
anticipated business plan of the issuer. 1187
(d) A description of the stated purpose and i ntended use 1188
of the proceeds of the offering. 1189
(e) The target offering amount, the deadline to reach the 1190
target offering amount, the frequency with which and regular 1191
updates regarding the progress of the issuer in meeting the 1192
target offering amount are to be provided to investors and 1193
prospective investors, and the manner in which such updates are 1194
to be provided. 1195
(f) The price to the public of the securities or the 1196
method for determining the price. However, before the sale, each 1197
investor must receive in wr iting the final price and all 1198
required disclosures and have an opportunity to rescind the 1199
commitment to purchase the securities . 1200
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(g) A description of the ownership and capital structure 1201
of the issuer, including: 1202
1. Terms of the securities being offered and each class of 1203
security of the issuer, including how those terms may be 1204
modified, and a summary of the differences between such 1205
securities, including how the rights of the securities being 1206
offered may be materially limited, diluted, or qualified by 1207
rights of any other class of security of the issuer. 1208
2. A description of how the exercise of the rights held by 1209
the control persons principal shareholders of the issuer could 1210
negatively impact the purchasers of the securities being 1211
offered. 1212
3. The name and ownership level of each existing 1213
shareholder or member who owns more than 20 percent of any class 1214
of the securities of the issuer. 1215
4. How the securities being offered are being valued, and 1216
examples of methods of how such securities may b e valued by the 1217
issuer in the future, including during subsequent corporate 1218
actions. 1219
5. The risks to purchasers of the securities relating to 1220
minority ownership in the issuer, the risks associated with 1221
corporate action, including additional issuances of securities 1222
shares, a sale of the issuer or of assets of the issuer, or 1223
transactions with related parties. 1224
(h) A description of the financial condition of the 1225
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issuer. 1226
1. For offerings that, in combination with all other 1227
offerings of the issuer within th e preceding 12-month period, 1228
have combined total target offering amounts of less than 1229
$50,000, the description must state the amount of revenue 1230
received to date. 1231
2.1. For offerings that, in combination with all other 1232
offerings of the issuer within the pr eceding 12-month period, 1233
have combined total target offering amounts between $50,000 and 1234
$500,000 of $100,000 or less, the description must include the 1235
most recent income tax return filed by the issuer, if any, and a 1236
financial statement that must be certif ied by the principal 1237
executive officer of the issuer as true and complete in all 1238
material respects. 1239
3.2. For offerings that, in combination with all other 1240
offerings of the issuer within the preceding 12 -month period, 1241
have combined total target offering amounts of more than 1242
$500,000 $100,000, but not more than $1 million $500,000, the 1243
description must include financial statements prepared in 1244
accordance with generally accepted accounting principles and 1245
reviewed by a certified public accountant, as defined i n s. 1246
473.302, who is independent of the issuer, using professional 1247
standards and procedures for such review or standards and 1248
procedures established by the office, by rule, for such purpose. 1249
4.3. For offerings that, in combination with all other 1250
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offerings of the issuer within the preceding 12 -month period, 1251
have combined total target offering amounts of more than $1 1252
million $500,000, the description must include audited financial 1253
statements prepared in accordance with generally accepted 1254
accounting principle s by a certified public accountant, as 1255
defined in s. 473.302, who is independent of the issuer, and 1256
other requirements as the commission may establish by rule. 1257
1258
As used in this paragraph, the term "financial statement" 1259
includes, but is not limited to, bala nce sheets, income 1260
statements, and cash -flow statements dated no earlier than 90 1261
days before the offering. 1262
(i) The following statement in boldface, conspicuous type 1263
on the front page of the disclosure statement: 1264
1265
These securities are offered under, and w ill be sold in reliance 1266
upon, an exemption from the registration requirements of federal 1267
and Florida securities laws. Consequently, neither the Federal 1268
Government nor the State of Florida has reviewed the accuracy or 1269
completeness of any offering materials. In making an investment 1270
decision, investors must rely on their own examination of the 1271
issuer and the terms of the offering, including the merits and 1272
risks involved. These securities are subject to restrictions on 1273
transferability and resale and may not be transferred or resold 1274
except as specifically authorized by applicable federal and 1275
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state securities laws. Investing in these securities involves a 1276
speculative risk, and investors should be able to bear the loss 1277
of their entire investment. 1278
1279
(9) Upon completion of the offering or expiration of the 1280
notice required by subsection (6), the issuer must provide the 1281
office with a report of sale and use of proceeds on a form 1282
prescribed by commission rule. The commission may establish, by 1283
rule, procedures for f iling documents by electronic means. The 1284
report of sale and use of proceeds must include, at a minimum, 1285
the name of any underwriter, if any, the date the offering 1286
commenced, the date the offering was completed, the total amount 1287
of securities sold, the tota l amount received from the public 1288
from the commencement of the offering to date, and the total 1289
number of investors that participated in the offering. 1290
(8) The issuer shall provide to the office a copy of the 1291
escrow agreement with a financial institution a uthorized to 1292
conduct business in this state. All investor funds must be 1293
deposited in the escrow account. The escrow agreement must 1294
require that all offering proceeds be released to the issuer 1295
only when the aggregate capital raised from all investors is 1296
equal to or greater than the minimum target offering amount 1297
specified in the disclosure statement as necessary to implement 1298
the business plan, and that all investors will receive a full 1299
return of their investment commitment if that target offering 1300
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amount is not raised by the date stated in the disclosure 1301
statement. 1302
(10)(9) The sum of all cash and other consideration 1303
received for sales of a security under this section may not 1304
exceed $5 $1 million, less the aggregate amount received for all 1305
sales of securities by the issuer within the 12 months preceding 1306
the first offer or sale made in reliance upon this exemption. 1307
Offers or sales to a person owning 20 percent or more of the 1308
outstanding equity ownership shares of any class or classes of 1309
securities or to an offi cer, director, partner, limited 1310
liability company manager or managing member, or trustee, or a 1311
person occupying a similar status, do not count toward this 1312
limitation. 1313
(11) Any sale made under this section is voidable by the 1314
purchaser within 3 business da ys after the first tender of 1315
consideration is made by such purchaser to the issuer, an agent 1316
of the issuer, or an escrow agent, or within 3 business days 1317
after the availability of this privilege is provided in writing 1318
to such purchaser, whichever occurs la ter. 1319
(12)(10) Unless the investor is an accredited investor as 1320
defined by Rule 501 of Regulation D, adopted pursuant to the 1321
Securities Act of 1933 , the aggregate amount sold by an issuer 1322
to an investor in transactions exempt from registration 1323
requirements under this subsection in a 12 -month period may not 1324
exceed: 1325
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(a) The greater of $2,000 or 5 percent of the annual 1326
income or net worth of such investor, if the annual income or 1327
the net worth of the investor is less than $100,000. 1328
(b) Ten percent of the annual income or net worth of such 1329
investor, not to exceed a maximum aggregate amount sold of 1330
$100,000, if either the annual income or net worth of the 1331
investor is equal to or exceeds $100,000. 1332
(13)(11) The issuer shall file with the office and provide 1333
to investors free of charge an annual report of the results of 1334
operations and financial statements of the issuer within 45 days 1335
after the end of its fiscal year, until no securities under this 1336
offering are outstanding. The annual reports must meet the 1337
following requirements: 1338
(a) Include an analysis by management of the issuer of the 1339
business operations and the financial condition of the issuer, 1340
and disclose the compensation received by each director, 1341
executive officer, and person having an ownership intere st of 20 1342
percent or more of the issuer, including cash compensation 1343
earned since the previous report and on an annual basis, and any 1344
bonuses, stock options, other rights to receive securities of 1345
the issuer, or any affiliate of the issuer, or other 1346
compensation received. 1347
(b) Disclose any material change to information contained 1348
in the disclosure statements which was not disclosed in a 1349
previous report. 1350
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(14)(12)(a) A notice-filing under this section shall be 1351
summarily suspended by the office if the payment for the filing 1352
is dishonored by the financial institution upon which the funds 1353
are drawn. For purposes of s. 120.60(6), failure to pay the 1354
required notice filing fee constitutes an immediate and serious 1355
danger to the public health, safety, and welfare. Th e office 1356
shall enter a final order revoking a notice -filing in which the 1357
payment for the filing is dishonored by the financial 1358
institution upon which the funds are drawn. 1359
(b) A notice-filing under this section shall be summarily 1360
suspended by the office i f the issuer made a material false 1361
statement in the issuer's notice -filing. The summary suspension 1362
shall remain in effect until a final order is entered by the 1363
office. For purposes of s. 120.60(6), a material false statement 1364
made in the issuer's notice -filing constitutes an immediate and 1365
serious danger to the public health, safety, and welfare. If an 1366
issuer made a material false statement in the issuer's notice -1367
filing, the office shall enter a final order revoking the 1368
notice-filing, issue a fine as prescrib ed by s. 517.221(3), and 1369
issue permanent bars under s. 517.221(4) to the issuer and all 1370
owners, officers, directors, and control persons, or any person 1371
occupying a similar status or performing a similar function of 1372
the issuer, including title; status as a partner, trustee, sole 1373
proprietor, or similar role; and ownership percentage. 1374
(15) In conducting an offering under this section, a 1375
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registered intermediary or dealer may use means of general 1376
solicitation or advertising if all communications limit the 1377
target audience of prospective investors to residents of this 1378
state. 1379
(16)(13) An intermediary must: 1380
(a) Take measures, as established by commission rule, to 1381
reduce the risk of fraud with respect to transactions, including 1382
verifying that the issuer is in compliance with the requirements 1383
of this section and, if necessary, denying an issuer access to 1384
its platform if the intermediary believes it is unable to 1385
adequately assess the risk of fraud of the issuer or its 1386
potential offering. 1387
(b) Provide basic infor mation on its website regarding the 1388
high risk of investment in and limitation on the resale of 1389
exempt securities and the potential for loss of an entire 1390
investment. The basic information must include: 1391
1. A description of the trust arrangement or escrow 1392
agreement that the issuer has executed and the conditions for 1393
release of such funds to the issuer in accordance with the 1394
agreement and subsection (5) (4). 1395
2. A description of whether financial information provided 1396
by the issuer has been audited by an inde pendent certified 1397
public accountant, as defined in s. 473.302. 1398
(c) Obtain a zip code or residence address from each 1399
prospective potential investor who seeks to view information 1400
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regarding specific investment opportunities, in order to confirm 1401
that the prospective potential investor is a resident of the 1402
state. 1403
(d) Obtain and verify a valid Florida driver license 1404
number or Florida identification card number from each investor 1405
before purchase of a security to confirm that the investor is a 1406
resident of the state. The commission may adopt rules 1407
authorizing additional forms of identification and prescribing 1408
the process for verifying any identification presented by the 1409
investor. 1410
(e) Obtain an affidavit from each investor stating that 1411
the investment being made by the investor is consistent with the 1412
income requirements of subsection (12) (10). 1413
(f) Direct the release of investor funds in escrow in 1414
accordance with subsection (4). 1415
(g) Direct investors to transmit funds directly to the 1416
financial institution desig nated in the escrow agreement to hold 1417
the funds for the benefit of the investor. 1418
(f)(h) Provide at least a quarterly monthly update to each 1419
investor and prospective investor for each offering, after the 1420
first full month after the date of the offering . The update must 1421
be accessible on the intermediary's website and must include 1422
display the date and amount of each sale of securities, and each 1423
cancellation of commitment to invest, in the previous quarter 1424
calendar month. 1425
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(g)(i) Require each investor to cert ify in writing, 1426
including as part of such certification each investor's his or 1427
her signature and his or her initials next to each paragraph of 1428
the certification, as follows: 1429
1430
I understand and acknowledge that: 1431
1432
I am investing in a high -risk, speculative bu siness venture. I 1433
may lose all of my investment, and I can afford the loss of my 1434
investment. 1435
1436
This offering has not been reviewed or approved by any state or 1437
federal securities commission or other regulatory authority and 1438
no regulatory authority has confir med the accuracy or determined 1439
the adequacy of any disclosure made to me relating to this 1440
offering. 1441
1442
The securities I am acquiring in this offering are illiquid and 1443
are subject to possible dilution. There is no ready market for 1444
the sale of the securities. It may be difficult or impossible 1445
for me to sell or otherwise dispose of the securities, and I may 1446
be required to hold the securities indefinitely. 1447
1448
I may be subject to tax on my share of the taxable income and 1449
losses of the issuer, whether or not I have s old or otherwise 1450
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disposed of my investment or received any dividends or other 1451
distributions from the issuer. 1452
1453
By entering into this transaction with the issuer, I am 1454
affirmatively representing myself as being a Florida resident at 1455
the time this contract is formed, and if this representation is 1456
subsequently shown to be false, the contract is void . 1457
1458
If I must not resell any of the securities I am acquiring in 1459
this offering to a person that is not a Florida resident within 1460
6 9 months after the date closing of the offering, my contract 1461
with the issuer for the purchase of the these securities is 1462
void. 1463
1464
(h)(j) Require each investor to answer questions 1465
demonstrating an understanding of the level of risk generally 1466
applicable to investments in startups, emerging bu sinesses, and 1467
small issuers, and an understanding of the risk of illiquidity. 1468
(i)(k) Take reasonable steps to protect personal 1469
information collected from investors, as required by s. 501.171. 1470
(l) Prohibit its directors and officers from having any 1471
financial interest in the issuer using its services. 1472
(j)(m) Implement written policies and procedures that are 1473
reasonably designed to achieve compliance with federal and state 1474
securities laws; comply with the anti -money laundering 1475
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requirements of 31 C.F.R. chapter X applicable to registered 1476
brokers; and comply with the privacy requirements of 17 C.F.R. 1477
part 248 relating to brokers. 1478
(17)(14) An intermediary not registered as a dealer under 1479
s. 517.12(5) s. 517.12(6) may not: 1480
(a) Offer investment advice or recommendations. A refusal 1481
by an intermediary to post an offering that it deems not 1482
credible or that represents a potential for fraud may not be 1483
construed as an offer of investment advice or recommendation. 1484
(b) Solicit purchases, sales, or offers to buy securities 1485
offered or displayed on its website. 1486
(c) Compensate employees, agents, or other persons for the 1487
solicitation of, or based on the sale of, securities offered or 1488
displayed on its website. 1489
(d) Hold, manage, possess, or otherwise handle investor 1490
funds or securities. 1491
(e) Compensate promoters, finders, or lead generators for 1492
providing the intermediary with the personal identifying 1493
information of any prospective potential investor. 1494
(f) Engage in any other activities set forth by commission 1495
rule. 1496
(18) At any time before the offering of a security in 1497
accordance with this section, an issuer or a person authorized 1498
to act on behalf of an issuer may communicate orally or in 1499
writing with prospective investors to determine whether there is 1500
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any interest in a contemplated securities offering. Such 1501
communications are deemed to be an offer of a security for sale 1502
for purposes of ss. 517.301, 517.311, and 517.312. No 1503
solicitation or acceptance of money or other consideration, nor 1504
of any commitment, binding or otherwise, from any person is 1505
permitted until the offering is notice -filed in accordance with 1506
this section. 1507
(a) The communications must state that: 1508
1. No money or other consideration is being solicited and, 1509
if sent in response, will not be accepted. 1510
2. No offer to buy the securities can be accepted and no 1511
part of the purchase price can be received until the offering is 1512
notice-filed in accordance with this section, and any such offer 1513
may be withdrawn or revoked, without obligation or commitment of 1514
any kind, at any time before notice of its acceptance given 1515
after the notice-filed date. 1516
3. A person's indication of interest involves no 1517
obligation or commitment of any kind. 1518
(b) Any written communication under this section may 1519
include a means by which a person may indicate to the issuer 1520
that the person is interested in a potential offering. The 1521
issuer may require the name, address, telephone number, or e -1522
mail address in any response form included under to this 1523
paragraph. 1524
(15) All funds received from in vestors must be directed to 1525
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the financial institution designated in the escrow agreement to 1526
hold the funds and must be used in accordance with 1527
representations made to investors by the intermediary. If an 1528
investor cancels a commitment to invest, the interme diary must 1529
direct the financial institution designated to hold the funds to 1530
promptly refund the funds of the investor. 1531
Section 4. Paragraph (d) of subsection (3) of section 1532
517.072, Florida Statutes, is amended, and subsection (4) is 1533
added to that section, to read: 1534
517.072 Viatical settlement investments. — 1535
(3) The registration provisions of ss. 517.07 and 517.12 1536
do not apply to any of the following transactions in viatical 1537
settlement investments; however, such transactions in viatical 1538
settlement investments are subject to the provisions of ss. 1539
517.301, 517.311, and 517.312: 1540
(d) The transfer or assignment of a viaticated policy to a 1541
bank, trust company, savings institution, insurance company, 1542
dealer, investment company as defined in the Investment C ompany 1543
Act of 1940, pension or profit -sharing trust, or qualified 1544
institutional buyer as defined in United States Securities and 1545
Exchange Commission Rule 144A, 17 C.F.R. s. 230.144A(a), or to 1546
an accredited investor as defined by Rule 501 of Regulation D of 1547
the Securities Act Rules , provided such transfer or assignment 1548
is not for the direct or indirect promotion of any scheme or 1549
enterprise with the intent of violating or evading any provision 1550
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of this chapter. 1551
(4) The commission may by rule establish requir ements and 1552
standards for: 1553
(a) Disclosures to purchasers of viatical settlement 1554
investments. 1555
(b) Recordkeeping requirements for sellers of viatical 1556
settlement investments. 1557
Section 5. Section 517.081, Florida Statutes, is amended 1558
to read: 1559
517.081 Registration procedure. — 1560
(1) All securities required by this chapter to be 1561
registered before being sold in this state and not entitled to 1562
registration by notification shall be registered in the manner 1563
provided by this section. 1564
(2) The office shall recei ve and act upon applications to 1565
have securities registered, and the commission may prescribe 1566
forms on which it may require such applications to be submitted. 1567
Applications shall be duly signed by the applicant, sworn to by 1568
any person having knowledge of the facts, and filed with the 1569
office. The commission may establish, by rule, procedures for 1570
depositing fees and filing documents by electronic means 1571
provided such procedures provide the office with the information 1572
and data required by this section. An applica tion may be made 1573
either by the issuer of the securities for which registration is 1574
applied or by any registered dealer desiring to sell the same 1575
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within the state. 1576
(3) The office may require the applicant to submit to the 1577
office the following information c oncerning the issuer and such 1578
other relevant information as the office may in its judgment 1579
deem necessary to enable it to ascertain whether such securities 1580
shall be registered pursuant to the provisions of this section: 1581
(a) The names and addresses of : 1582
1. The directors, trustees, and officers , if the issuer is 1583
be a corporation, association, or trust .; of 1584
2. All the managers or managing members if the issuer is a 1585
limited liability company. 1586
3. All the partners, if the issuer is be a partnership.; 1587
or of 1588
4. The issuer, if the issuer is a sole proprietorship or 1589
natural person be an individual. 1590
(b) The location of the issuer's principal business office 1591
and of its principal office in this state, if any. 1592
(c) The general character of the business actuall y to be 1593
transacted by the issuer and the purposes of the proposed issue. 1594
(d) A statement of the capitalization of the issuer. 1595
(e) A balance sheet showing the amount and general 1596
character of its assets and liabilities on a day not more than 1597
90 days prior to the date of filing such balance sheet or such 1598
longer period of time, not exceeding 6 months, as the office may 1599
permit at the written request of the issuer on a showing of good 1600
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cause therefor. 1601
(f) A detailed statement of the plan upon which the issue r 1602
proposes to transact business. 1603
(g)1. A specimen copy of the securities certificate, if 1604
applicable, security and a copy of any circular, prospectus, 1605
advertisement, or other description of such securities. 1606
2. The commission shall adopt a form for a sim plified 1607
offering circular to be used solely by corporations to register, 1608
under this section, securities of the corporation that are sold 1609
in offerings in which the aggregate offering price in any 1610
consecutive 12-month period does not exceed the amount provid ed 1611
in s. 3(b) of the Securities Act of 1933. The following issuers 1612
shall not be eligible to submit a simplified offering circular 1613
adopted pursuant to this subparagraph: 1614
a. An issuer seeking to register securities for resale by 1615
persons other than the issu er. 1616
b. An issuer that who is subject to any of the 1617
disqualifications described in 17 C.F.R. s. 230.262, adopted 1618
pursuant to the Securities Act of 1933, or that who has been or 1619
is engaged or is about to engage in an activity that would be 1620
grounds for denial, revocation, or suspension under s. 517.111. 1621
For purposes of this subparagraph, an issuer includes an 1622
issuer's director, officer, manager or managing member, equity 1623
owner shareholder who owns at least 10 percent of the ownership 1624
interests shares of the issuer, promoter, or selling agent of 1625
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the securities to be offered or any officer, director, or 1626
partner of such selling agent. 1627
c. An issuer that who is a development-stage company that 1628
either has no specific business plan or purpose or has indicated 1629
that its business plan is to merge with an unidentified company 1630
or companies. 1631
d. An issuer of offerings in which the specific business 1632
or properties cannot be described. 1633
e. Any issuer the office determines is ineligible because 1634
if the form does would not provide full and fair disclosure of 1635
material information for the type of offering to be registered 1636
by the issuer. 1637
f. Any issuer that corporation which has failed to provide 1638
the office the reports required for a previous offering 1639
registered pursuant to thi s subparagraph. 1640
1641
As a condition precedent to qualifying for use of the simplified 1642
offering circular, an issuer a corporation shall agree to 1643
provide the office with an annual financial report containing a 1644
balance sheet as of the end of the issuer's fiscal y ear and a 1645
statement of income for such year, prepared in accordance with 1646
United States generally accepted accounting principles and 1647
accompanied by an independent accountant's report. If the issuer 1648
has more than 100 security holders at the end of a fiscal y ear, 1649
the financial statements must be audited. Annual financial 1650
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reports must be filed with the office within 90 days after the 1651
close of the issuer's fiscal year for each of the first 5 years 1652
following the effective date of the registration. 1653
(h) A statement of the amount of the issuer's income, 1654
expenses, and fixed charges during the last fiscal year or, if 1655
in actual business less than 1 year, then for such time as the 1656
issuer has been in actual business. 1657
(i) A statement of the issuer's cash sources and 1658
application during the last fiscal year or, if in actual 1659
business less than 1 year, then for such time as the issuer has 1660
been in actual business. 1661
(j) A statement showing the maximum price at which such 1662
security is proposed to be sold, together with the max imum 1663
amount of commission, including expenses, or other form of 1664
remuneration to be paid in cash or otherwise, directly or 1665
indirectly, for or in connection with the sale or offering for 1666
sale of such securities. 1667
(k) A copy of the opinion or opinions of cou nsel 1668
concerning the legality of the issue or other matters which the 1669
office may determine to be relevant to the issue. 1670
(l) A detailed statement showing the items of cash, 1671
property, services, patents, good will, and any other 1672
consideration in payment for which such securities have been or 1673
are to be issued. 1674
(m) The amount of securities to be set aside and disposed 1675
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of and a statement of all securities issued from time to time 1676
for promotional purposes. 1677
(n) If the issuer is a corporation, there shall be fi led 1678
with the application a copy of its articles of incorporation 1679
with all amendments and of its existing bylaws, if not already 1680
on file in the office. If the issuer is a limited liability 1681
company, there shall be filed with the application a copy of the 1682
articles of organization with all the amendments, and a copy of 1683
the company's operating agreement , if not already on file with 1684
the office. If the issuer is a trustee, there shall be filed 1685
with the application a copy of all instruments by which the 1686
trust is created or declared and in which it is accepted and 1687
acknowledged. If the issuer is a partnership, unincorporated 1688
association, joint-stock company, or any other form of 1689
organization whatsoever, there shall be filed with the 1690
application a copy of its articles of partnership or association 1691
and all other papers pertaining to its organization, if not 1692
already on file in the office. 1693
(4) All of the statements, exhibits, and documents of 1694
every kind required under this section, except properly 1695
certified public docume nts, shall be verified by the oath of the 1696
applicant or of the issuer in such manner and form as may be 1697
required by the commission. 1698
(5) The commission may by rule fix the maximum discounts, 1699
commissions, expenses, remuneration, and other compensation to 1700
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be paid in cash or otherwise, not to exceed 20 percent, directly 1701
or indirectly, for or in connection with the sale or offering 1702
for sale of such securities in this state. 1703
(5)(6) An issuer filing an application under this section 1704
shall, at the time of filing , pay the office a nonreturnable fee 1705
of $1,000 per application for each offering that exceeds the 1706
amount provided in s. 3(b) of the Securities Act of 1933 or $200 1707
per application for each offering that does not exceed the 1708
amount provided in s. 3(b) of the Securities Act of 1933 . 1709
(6) The office must deny any application to register 1710
securities if the office determines that: 1711
(a) The issuer or an officer, director, manager or 1712
managing member, or control person of the issuer, or a person 1713
having a similar status or performing similar functions, has 1714
made any fraudulent representations or failed to disclose any 1715
material information in any prospectus or in any circular or 1716
other literature that has been distributed concerning the issuer 1717
or its securities; 1718
(b) The issuer or an officer, director, manager or 1719
managing member, or control person of the issuer, or a person 1720
having a similar status or performing similar functions, has 1721
violated or is violating any provision of s. 517.161(1); or 1722
(c) The security sought to be registered is the subject of 1723
an injunction entered by a court of competent jurisdiction or is 1724
the subject of an administrative stop -order or similar order 1725
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prohibiting the sale of the security. 1726
(7) The office may deny a request to withdraw an 1727
application for registration if the office believes that an act 1728
that would be grounds for denial under this chapter has been 1729
committed. 1730
(8) If, upon examination of an application, the office 1731
finds that the application is complete, the fee required under 1732
subsection (5) has been paid, and the sale of the security would 1733
not work or tend to work a fraud upon the purchaser, the office 1734
shall record the registration of such security in the register 1735
of securities, and thereupon such security so registered may be 1736
sold by any registered dealer. 1737
(9) The commission must by rule establish requirements and 1738
standards for the filing, content, and circulation of a 1739
preliminary, final, or amended prospectus and other sales 1740
literature and may by rule establish disclosure criteri a 1741
relating to the issuance of equity securities, debt securities, 1742
insurance company securities, real estate investment trusts, and 1743
other traditional and nontraditional investments, including, but 1744
not limited to, oil and gas investments. The criteria may 1745
include such elements as the promoter's equity investment ratio, 1746
the financial condition of the issuer, the voting rights of 1747
shareholders, the grant of options or warrants to underwriters 1748
and others, loans and other affiliated transaction, the use or 1749
refund of proceeds of the offering, and such other relevant 1750
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criteria as the commission in its judgment may deem necessary. 1751
(10) The office must deem any application to register 1752
securities filed with the office abandoned if the issuer or a 1753
person acting on behal f of the issuer has failed to timely 1754
complete an application as specified by commission rule. 1755
(11) At any time before the offering of a security in 1756
accordance with this section, an issuer or a person authorized 1757
to act on behalf of an issuer may communica te orally or in 1758
writing with prospective investors to determine whether there is 1759
any interest in a contemplated security offering. Such 1760
communications are deemed to be an offer of a security for sale 1761
for purposes of ss. 517.301, 517.311, and 517.312. No 1762
solicitation or acceptance of money or other consideration, nor 1763
of any commitment, binding or otherwise, from any person is 1764
permitted until the offering is registered. 1765
(a) The communications must state that: 1766
1. No money or other consideration is being solicited and, 1767
if sent in response, will not be accepted. 1768
2. No offer to buy the securities can be accepted and no 1769
part of the purchase price can be received until the offering is 1770
registered, and any such offer may be withdrawn or revoked, 1771
without obligation or commitment of any kind, at any time before 1772
notice of its acceptance given after the registration date. 1773
3. A person's indication of interest involves no 1774
obligation or commitment of any kind. 1775
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(b) Any written communication under this section may 1776
include a means by which a person may indicate to the issuer 1777
that the person is interested in a potential offering. The 1778
issuer may require the name, address, telephone number, or e -1779
mail address in any response form included under this paragraph. 1780
(12) A communication before registration under this 1781
section is not deemed to be in violation of s. 517.07 if made in 1782
connection with a seminar or meeting in which more than one 1783
issuer participates and if the seminar or meeting is sponsored 1784
by a college, university, or other institution of higher 1785
education; a state or local government or an instrumentality 1786
thereof; a nonprofit organization; an angel investor group, 1787
business incubator, or business accelerator, provided that all 1788
of the following requirements are met: 1789
(a) No advertising for the seminar or meeting references a 1790
specific offering of securities by the issuer. 1791
(b) The sponsor of the seminar or meeting does not do any 1792
of the following: 1793
1. Make investment recommendations or provide investment 1794
advice to event attendees. 1795
2. Engage in investment negotiations between the issuer 1796
and investors attending the event. 1797
3. Charge event attendees of the event any fees, other 1798
than reasonable administrative fees. 1799
4. Receive any compensation for making introductions 1800
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between event attendees and issuers or for investment 1801
negotiations between such parties. 1802
5. Receive any compensation with respect to the event that 1803
would require registration of the sponsor as a dealer, 1804
intermediary, finder, or investment adviser under s. 517.12. 1805
(c) The type of information regarding an offering of 1806
securities by the issuer that is communicated or distributed by 1807
or on behalf of the issuer in connection with the event is 1808
limited to a notification that the issuer is in the process of 1809
offering or planning to offer securities, the type and amount of 1810
securities being offered, the intended use of proceeds of the 1811
offering, and the unsubscribed amount in the offering. 1812
(d) If the event allows attendees to participate virtually 1813
rather than in person, online participation in the event is 1814
limited to: 1815
1. Natural persons who are members of, or otherwise 1816
associated with the sponsor organization. 1817
2. Natural persons who the sponsor reasonably believes are 1818
accredited investors. 1819
3. Natural persons w ho have been invited to the event by 1820
the sponsor based on industry or investment -related experience, 1821
reasonably selected in good faith, and disclosed in the public 1822
communications about the event. 1823
(7) If upon examination of any application the office 1824
shall find that the sale of the security referred to therein 1825
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would not be fraudulent and would not work or tend to work a 1826
fraud upon the purchaser, that the terms of the sale of such 1827
securities would be fair, just, and equitable, and that the 1828
enterprise or business of the issuer is not based upon unsound 1829
business principles, it shall record the registration of such 1830
security in the register of securities; and thereupon such 1831
security so registered may be sold by any registered dealer, 1832
subject, however, to the fur ther order of the office. In order 1833
to determine if an offering is fair, just, and equitable, the 1834
commission may by rule establish requirements and standards for 1835
the filing, content, and circulation of any preliminary, final, 1836
or amended prospectus and other sales literature and may by rule 1837
establish merit qualification criteria relating to the issuance 1838
of equity securities, debt securities, insurance company 1839
securities, real estate investment trusts, and other traditional 1840
and nontraditional investments, incl uding, but not limited to, 1841
oil and gas investments. The criteria may include such elements 1842
as the promoter's equity investment ratio, the financial 1843
condition of the issuer, the voting rights of shareholders, the 1844
grant of options or warrants to underwriters and others, loans 1845
and other affiliated transaction, the use or refund of proceeds 1846
of the offering, and such other relevant criteria as the office 1847
in its judgment may deem necessary to such determination. 1848
(8) The commission may by rule establish requirem ents and 1849
standards for: 1850
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(a) Disclosures to purchasers of viatical settlement 1851
investments. 1852
(b) Recordkeeping requirements for sellers of viatical 1853
settlement investments. 1854
Section 6. Section 517.082, Florida Statutes, is amended 1855
to read: 1856
517.082 Registration by notification; federal registration 1857
statements Notification registration .— 1858
(1) Except as provided in subsection (3), securities 1859
offered or sold pursuant to a registration statement filed under 1860
the Securities Act of 1933 shall be entitled t o registration by 1861
notification in the manner provided in subsection (2), provided 1862
that before prior to the offer or sale the registration 1863
statement has become effective. 1864
(2) An application for registration by notification shall 1865
be filed with the office, shall contain the following 1866
information, and shall be accompanied by all of the following: 1867
(a) An application to sell executed by the issuer, any 1868
person on whose behalf the offering is made, a dealer registered 1869
under this chapter, or any duly authorized agent of any such 1870
person, setting forth the name and address of the applicant, the 1871
name and address of the issuer, and the title of the securities 1872
to be offered and sold .; 1873
(b) Copies of such documents filed with the Securities and 1874
Exchange Commission as the Financial Services Commission may by 1875
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rule require.; 1876
(c) An irrevocable written consent to service as required 1877
by s. 517.101.; and 1878
(d) A nonreturnable fee of $1,000 per application. 1879
1880
A registration under this section becomes effective when the 1881
federal registration statement becomes effective or as of the 1882
date the application is filed with the office, whichever is 1883
later, provided that, in addition to the items listed in 1884
paragraphs (a)-(d), the office has received written notification 1885
of effective registration under the Securities Act of 1933 or 1886
the Investment Company Act of 1940 within 10 business days after 1887
from the date federal registration is granted. Failure to 1888
provide all the information required by this subsection to the 1889
office within 60 days after of the date the registration 1890
statement becomes effective with the Securities and Exchange 1891
Commission shall be a violation of this chapter. 1892
(3) Except for units of limited partnership interests or 1893
such other securities as the Financial Services Commission 1894
describes by rule as exempt from this subsection due to high 1895
investment quality, the provisions of this section may not be 1896
used to register securities if the offering price at the time of 1897
effectiveness with the Securities and Exchange Commission is $5 1898
or less per share, unless such securities are listed or 1899
designated, or approved for listing or designation upon notice 1900
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of issuance, on a stock exchange registered pursuant to the 1901
Securities Exchange Act of 1934 or on the National Association 1902
of Securities Dealers Automated Quotation (NASDAQ) System , or 1903
unless such securities are of the same issuer and of senior or 1904
substantially equal rank to securities so listed or designated. 1905
(4) In lieu of filing with the office the application, 1906
fees, and documents for registration required by subsection (2), 1907
the commission may establish, by rule, procedures for depositing 1908
fees and filing documents by electronic means, provided such 1909
procedures provide the office with the information and data 1910
required by this section. 1911
(5) An application for registration by notification with 1912
the office shall be deemed abandoned if the applicant's federal 1913
registration statement is not declared effective by the 1914
Securities and Exchange Commission within 180 days after the 1915
filing of the application for registration by notification with 1916
the office. 1917
Section 7. Section 517.111, Florida Statutes, is amended 1918
to read: 1919
517.111 Revocation or denial of registration of 1920
securities.— 1921
(1) The office may revoke or suspend the registration of 1922
any security, or may deny any application to register 1923
securities, if, upon examination or investigation into the 1924
affairs of the issuer of such security , it appears shall appear 1925
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that: 1926
(a) The issuer cannot pay its debts as they become due in 1927
the usual course of business is insolvent; 1928
(b) The issuer or any officer, director, or control person 1929
of the issuer has violated any provision of this chapter or any 1930
rule made hereunder or any order of the office of which such 1931
issuer has notice; 1932
(c) The issuer or any offi cer, director, or control person 1933
of the issuer has been or is engaged or is about to engage in 1934
fraudulent transactions; 1935
(d) The issuer or any officer, director, or control person 1936
of the issuer has been found guilty of a fraudulent act in 1937
connection with any sale of securities, has engaged, is engaged, 1938
or is about to engage, in making a fictitious sale or purchase 1939
of any security, or in any practice or sale of any security 1940
which is fraudulent or a violation of any law; 1941
(e) The issuer or any officer, dire ctor, or control person 1942
of the issuer has had a final judgment entered against such 1943
issuer or person in a civil action on the grounds of fraud, 1944
embezzlement, misrepresentation, or deceit; 1945
(f) The issuer or any officer, director, or control person 1946
of the issuer has demonstrated any evidence of unworthiness; 1947
(f)(g) The issuer or any officer, director, or control 1948
person of the issuer is in any other way dishonest or has made 1949
any fraudulent representations or failed to disclose any 1950
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material information in a ny prospectus or in any circular or 1951
other literature that has been distributed concerning the issuer 1952
or its securities; or 1953
(g)(h) The security registered or sought to be registered 1954
is the subject of an injunction entered by a court of competent 1955
jurisdiction or is the subject of an administrative stop -order 1956
or similar order prohibiting the offer or sale of the security .; 1957
(i) For any security for which registration has been 1958
applied pursuant to s. 517.081, the terms of the offer or sale 1959
of such securities would not be fair, just, or equitable; or 1960
(j) The issuer or any person acting on behalf of the 1961
issuer has failed to timely complete any application for 1962
registration filed with the office pursuant to the provisions of 1963
s. 517.081 or s. 517.082 or any rule adopted under such 1964
sections. 1965
1966
In making such examination or investigation, the office shall 1967
have access to and may compel the production of all the books 1968
and papers of such issuer and may administer oaths to and 1969
examine the officers of such issuer or any o ther person 1970
connected therewith as to its business and affairs and may also 1971
require a balance sheet exhibiting the assets and liabilities of 1972
any such issuer or its income statement, or both, to be 1973
certified to by a public accountant either of this state or of 1974
any other state where the issuer's business is located. Whenever 1975
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the office deems it necessary, it may also require such balance 1976
sheet or income statement, or both, to be made more specific in 1977
such particulars as the office may require. 1978
(2) If any issuer shall refuse to permit an examination or 1979
investigation to be made by the office, it shall be proper 1980
ground for revocation of registration. 1981
(3) If the office deems it necessary, it may enter an 1982
order suspending the right to sell securit ies pending any 1983
examination or investigation, provided that the order shall 1984
state the office's grounds for taking such action. 1985
(4) Notice of the entry of such order shall be given 1986
personally or by mail, personally, by telephone confirmed in 1987
writing, or by telegraph to the issuer . Before such order is 1988
made final, the issuer applying for registration shall, on 1989
application, be entitled to a hearing. 1990
(5) The office may deny any request to terminate any 1991
registration or to withdraw any application for registr ation if 1992
the office believes that an act which would be grounds for 1993
denial, suspension, or revocation under this chapter has been 1994
committed. 1995
Section 8. Subsections (3) through (22) of section 517.12, 1996
Florida Statutes, are renumbered as subsections (2) through 1997
(21), respectively, subsection (1), present subsections (2), 1998
(3), (7), and (11), paragraph (b) of present subsection (15), 1999
and present subsections (20) and (21) are amended, and a new 2000
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subsection (22) is added to that section, to read: 2001
517.12 Registration of dealers, associated persons, 2002
intermediaries, and investment advisers, and finders.— 2003
(1) No dealer or, associated person, or issuer of 2004
securities shall sell or offer for sale any securities in or 2005
from offices in this state, or sell securities to persons in 2006
this state from offices outside this state, by mail or 2007
otherwise, unless the person has been registered with the office 2008
pursuant to the provisions of this section. The office shall not 2009
register any person as an associated person of a dealer u nless 2010
the dealer with which the applicant seeks registration is 2011
lawfully registered with the office pursuant to this chapter. 2012
(2) The registration requirements of this section do not 2013
apply to the issuers of securities exempted by s. 517.051(1) -(8) 2014
and (10). 2015
(2)(3) Except as otherwise provided in s. 2016
517.061(11)(a)4., (13), (16), (17), or (19), The registration 2017
requirements of this section do not apply in a transaction 2018
exempted by s. 517.061(1)-(10), (12) s. 517.061(1)-(12), (14), 2019
and (15). 2020
(6)(7) The application must also contain such information 2021
as the commission or office may require about the applicant; any 2022
member, principal, or director of the applicant or any person 2023
having a similar status or performing similar functions; any 2024
control person of directly or indirectly controlling the 2025
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applicant; or any employee of a dealer or of an investment 2026
adviser rendering investment advisory services. Each applicant 2027
and any direct owners, principals, or indirect owners that are 2028
required to be reported on Form BD o r Form ADV pursuant to 2029
subsection (14) (15) shall submit fingerprints for live -scan 2030
processing in accordance with rules adopted by the commission. 2031
The fingerprints may be submitted through a third -party vendor 2032
authorized by the Department of Law Enforcemen t to provide live-2033
scan fingerprinting. The costs of fingerprint processing shall 2034
be borne by the person subject to the background check. The 2035
Department of Law Enforcement shall conduct a state criminal 2036
history background check, and a federal criminal histo ry 2037
background check must be conducted through the Federal Bureau of 2038
Investigation. The office shall review the results of the state 2039
and federal criminal history background checks and determine 2040
whether the applicant meets licensure requirements. The 2041
commission may waive, by rule, the requirement that applicants, 2042
including any direct owners, principals, or indirect owners that 2043
are required to be reported on Form BD or Form ADV pursuant to 2044
subsection (14) (15), submit fingerprints or the requirement 2045
that such fingerprints be processed by the Department of Law 2046
Enforcement or the Federal Bureau of Investigation. The 2047
commission or office may require information about any such 2048
applicant or person concerning such matters as: 2049
(a) His or her full name, and any other names by which he 2050
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or she may have been known, and his or her age, social security 2051
number, photograph, qualifications, and educational and business 2052
history. 2053
(b) Any injunction or administrative order by a state or 2054
federal agency, national securities exch ange, or national 2055
securities association involving a security or any aspect of the 2056
securities business and any injunction or administrative order 2057
by a state or federal agency regulating banking, insurance, 2058
finance, or small loan companies, real estate, mor tgage brokers, 2059
or other related or similar industries, which injunctions or 2060
administrative orders relate to such person. 2061
(c) His or her conviction of, or plea of nolo contendere 2062
to, a criminal offense or his or her commission of any acts 2063
which would be grounds for refusal of an application under s. 2064
517.161. 2065
(d) The names and addresses of other persons of whom the 2066
office may inquire as to his or her character, reputation, and 2067
financial responsibility. 2068
(10)(11)(a) If the office finds that the applicant is of 2069
good repute and character and has complied with the applicable 2070
registration provisions of this chapter and the rules made 2071
pursuant hereto, it shall register the applicant. The 2072
registration of each dealer, investment adviser, and associated 2073
person expires on December 31 of the year the registration 2074
became effective unless the registrant has renewed its his or 2075
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her registration on or before that date. Registration may be 2076
renewed by furnishing such information as the commission may 2077
require, together with payment of the fee required in paragraph 2078
(9)(a) (10)(a) for dealers, investment advisers, or associated 2079
persons and the payment of any amount lawfully due and owing to 2080
the office pursuant to any order of the office or pursuant to 2081
any agreement with the off ice. Any dealer, investment adviser, 2082
or associated person who has not renewed a registration by the 2083
time the current registration expires may request reinstatement 2084
of such registration by filing with the office, on or before 2085
January 31 of the year followin g the year of expiration, such 2086
information as may be required by the commission, together with 2087
payment of the fee required in paragraph (9)(a) (10)(a) for 2088
dealers, investment advisers, or associated persons and a late 2089
fee equal to the amount of such fee. A ny reinstatement of 2090
registration granted by the office during the month of January 2091
shall be deemed effective retroactive to January 1 of that year. 2092
(b) The office shall waive the $50 assessment fee for an 2093
associated person required by paragraph (9)(a) (10)(a) for a 2094
registrant renewing his or her registration who: 2095
1. Is an active duty member of the United States Armed 2096
Forces or the spouse of such member; 2097
2. Is or was a member of the United States Armed Forces 2098
and served on active duty within the 2 year s preceding the 2099
expiration date of the registration pursuant to paragraph (a). 2100
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To qualify for the fee waiver, a registrant who is a former 2101
member of the United States Armed Forces who served on active 2102
duty within the 2 years preceding the expiration date o f the 2103
registration must have received an honorable discharge upon 2104
separation or discharge from the United States Armed Forces; or 2105
3. Is the surviving spouse of a member of the United 2106
States Armed Forces if the member was serving on active duty at 2107
the time of death and died within the 2 years preceding the 2108
surviving spouse's registration expiration date pursuant to 2109
paragraph (a). 2110
2111
A registrant seeking such fee waiver must submit proof, in a 2112
form prescribed by commission rule, that the registrant meets 2113
one of the qualifications in this paragraph. 2114
(14)(15) 2115
(b) In lieu of filing with the office the applications 2116
specified in subsection (5) (6), the fees required by subsection 2117
(9) (10), the renewals required by subsection (10) (11), and the 2118
termination notices required by subsection (11) (12), the 2119
commission may by rule establish procedures for the deposit of 2120
such fees and documents with the Central Registration Depository 2121
or the Investment Adviser Registration Depository of the 2122
Financial Industry Regulatory A uthority, as developed under 2123
contract with the North American Securities Administrators 2124
Association, Inc. 2125
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(19)(20) An intermediary may not engage in business in 2126
this state unless the intermediary is registered as a dealer or 2127
as an intermediary with the o ffice pursuant to this section to 2128
facilitate the offer or sale of securities in accordance with s. 2129
517.0611. An intermediary, in order to obtain registration, must 2130
file with the office a written application on a form prescribed 2131
by commission rule and pay a registration fee of $200. The fees 2132
under this subsection shall be deposited into the Regulatory 2133
Trust Fund of the office. The commission may establish by rule 2134
procedures for depositing fees and filing documents by 2135
electronic means if such procedures provi de the office with the 2136
information and data required by this section. Each intermediary 2137
must also file an irrevocable written consent to service of 2138
civil process, as provided in s. 517.101. 2139
(a) The application must contain such information as the 2140
commission or office may require concerning: 2141
1. The name of the applicant and address of its principal 2142
office and each office in this state. 2143
2.a. The applicant's form and place of organization; and , 2144
b. If the applicant is: 2145
(I) A corporation, a copy of its articles of incorporation 2146
and amendments to the articles of incorporation ; or, 2147
(II) A limited liability company, a copy of its articles 2148
of organization and amendments to the articles, and a copy of 2149
the company's operating agreement; or 2150
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(III) if A partnership, a copy of the partnership 2151
agreement. 2152
3. The website address where securities of the issuer will 2153
be offered. 2154
4. Contact information. 2155
(b) The application must also contain such information as 2156
the commission may require by rule about the applicant; any 2157
member, principal, or director of the applicant or any person 2158
having a similar status or performing similar functions; or any 2159
control person of persons directly or indirectly controlling the 2160
applicant. Each applicant and any direct owners, principals, or 2161
indirect owners that are required to be reported on a form 2162
adopted by commission rule shall submit fingerprints for live -2163
scan processing in accordance with rules adopted by the 2164
commission. The fingerprints may be submitted through a third -2165
party vendor authorized by the Department of Law Enforcement to 2166
provide live-scan fingerprinting. The costs of fingerprint 2167
processing shall be borne by the person subject to the 2168
background check. The Department of Law Enforcement shall 2169
conduct a state crimin al history background check, and a federal 2170
criminal history background check must be conducted through the 2171
Federal Bureau of Investigation. The office shall review the 2172
results of the state and federal criminal history background 2173
checks and determine whethe r the applicant meets registration 2174
requirements. The commission may waive, by rule, the requirement 2175
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that applicants, including any direct owners, principals, or 2176
indirect owners, which are required to be reported on a form 2177
adopted by commission rule, submit fingerprints or the 2178
requirement that such fingerprints be processed by the 2179
Department of Law Enforcement or the Federal Bureau of 2180
Investigation. The commission, by rule, or the office may 2181
require information about any applicant or person, including: 2182
1. The applicant's or person's His or her full name and 2183
any other names by which the applicant or person he or she may 2184
have been known and the applicant's or person's his or her age, 2185
social security number, photograph, qualifications, and 2186
educational and busi ness history. 2187
2. Any injunction or administrative order by a state or 2188
federal agency, national securities exchange, or national 2189
securities association involving a security or any aspect of the 2190
securities business and any injunction or administrative orde r 2191
by a state or federal agency regulating banking, insurance, 2192
finance, or small loan companies, real estate, mortgage brokers, 2193
or other related or similar industries, which relate to such 2194
person. 2195
3. The applicant's or person's His or her conviction of, 2196
or plea of nolo contendere to, a criminal offense or the 2197
applicant's or person's his or her commission of any acts that 2198
would be grounds for refusal of an application under s. 517.161. 2199
(c) The application must be amended within 30 days if any 2200
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information contained in the form becomes inaccurate for any 2201
reason. 2202
(d) An intermediary or persons affiliated with the 2203
intermediary are not subject to any disqualification described 2204
in s. 517.1611 or United States Securities and Exchange 2205
Commission Rule 506(d), 17 C.F.R. 230.506(d), adopted pursuant 2206
to the Securities Act of 1933. Each director, officer, manager 2207
or managing member, control person of the issuer, any person 2208
occupying a similar status or performing a similar function, and 2209
each person holding more than 20 percent of the ownership 2210
interests shares of the intermediary is subject to this 2211
requirement. 2212
(e) If the office finds that the applicant is of good 2213
repute and character and has complied with the applicable 2214
registration provisions of this chapter and the rules adopted 2215
thereunder, it shall register the applicant. The registration of 2216
each intermediary expires on December 31 of the year the 2217
registration became effective unless the registrant renews its 2218
his or her registration on or before t hat date. Registration may 2219
be renewed by furnishing such information as the commission may 2220
require by rule, together with payment of a $200 fee and the 2221
payment of any amount due to the office pursuant to any order of 2222
the office or pursuant to any agreement with the office. An 2223
intermediary who has not renewed a registration by the time that 2224
the current registration expires may request reinstatement of 2225
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such registration by filing with the office, on or before 2226
January 31 of the year following the year of expir ation, such 2227
information as required by the commission, together with payment 2228
of the $200 fee and a late fee of $200. Any reinstatement of 2229
registration granted by the office during the month of January 2230
is deemed effective retroactive to January 1 of that ye ar. 2231
(20)(21) The registration requirements of this section do 2232
not apply to any general lines insurance agent or life insurance 2233
agent licensed under chapter 626, for the sale of a security as 2234
defined in s. 517.021(29)(g) s. 517.021(22)(g), if the 2235
individual is directly authorized by the issuer to offer or sell 2236
the security on behalf of the issuer and the issuer is a 2237
federally chartered savings bank subject to regulation by the 2238
Federal Deposit Insurance Corporation. Actions under this 2239
subsection shall const itute activity under the insurance agent's 2240
license for purposes of ss. 626.611 and 626.621. 2241
(22)(a) A finder or an associated person of a finder may 2242
not engage in business in this state unless the finder or the 2243
finder and associated person of the finder have been registered 2244
with the office pursuant to this section. 2245
(b) In order to register, a finder or associated person 2246
must file with the office a written application on a form that 2247
the commission may prescribe by rule. The commission may 2248
establish, by rule, procedures for filing documents by 2249
electronic means if such procedures provide the office with the 2250
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information and data required by this section. Each finder must 2251
also file an irrevocable written consent to service of civil 2252
process similar to that pro vided in s. 517.101. The application 2253
must contain information as the commission or office may require 2254
concerning matters such as: 2255
1. The name of the applicant, the address of its principal 2256
office and each office in this state, and its contact 2257
information. 2258
2.a. The applicant's form and place of organization. 2259
b. If the applicant is: 2260
(I) A corporation, a copy of its articles of incorporation 2261
and amendments of its articles; 2262
(II) A limited liability company, a copy of its articles 2263
of organization with amendments of its articles, and a copy of 2264
the company's operating agreement; or 2265
(III) A partnership, a copy of the partnership agreement. 2266
3. The names and addresses of all associated persons of 2267
the applicant to be employed in this state and the offices to 2268
which the persons will be assigned. 2269
(c) The application must also contain such information as 2270
the commission or office may require about the applicant; any 2271
member, principal, or director of the applicant or any person 2272
having a similar status or perfo rming similar functions; or any 2273
control person of the applicant. Each applicant, and any control 2274
person if the applicant is an entity, shall submit fingerprints 2275
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for live-scan processing in accordance with s. 517.12(6). The 2276
commission, by rule, or the offic e may require information about 2277
any such applicant or person, including, but not limited to: 2278
1. The applicant's or person's date of birth, social 2279
security number, and education and business history. 2280
2. Any injunction or administrative order by a state or 2281
federal agency, national securities exchange, or national 2282
securities association involving a security or any aspect of the 2283
securities business and any injunction or administrative order 2284
by a state or federal agency regulating banking, insurance, 2285
finance, real estate, mortgage brokers, or other related or 2286
similar industries, which relate to such applicant or person. 2287
3. The applicant's or person's conviction of, or plea of 2288
nolo contendere to, a criminal offense or the applicant's or 2289
person's commission o f any act that would be grounds for refusal 2290
of an application under s. 517.161. 2291
(d) The application must be amended within 30 days if any 2292
information contained in the form becomes inaccurate for any 2293
reason. 2294
(e) The applicant must not be subject to any 2295
disqualification described in s. 517.1611 or United States 2296
Securities and Exchange Commission Rule 506(d), 17 C.F.R. 2297
230.506(d), adopted under the Securities Act of 1933. 2298
(f) If the office finds that an applicant has complied 2299
with the applicable registra tion provisions of this chapter and 2300
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the rules adopted thereunder, the office shall register the 2301
applicant. The registration of each finder and associated person 2302
expires on December 31 of the year in which the registration 2303
became effective unless the finder or associated person renews 2304
the registration on or before that date. Registration may be 2305
renewed by furnishing such information as the commission may 2306
require by rule. A finder or associated person who has not 2307
renewed a registration by the time the current registration 2308
expires may request reinstatement of such registration by filing 2309
with the office, on or before January 31 of the year following 2310
the year of expiration, such information as required by the 2311
commission. A reinstatement of registration granted by the 2312
office during the month of January is deemed effective 2313
retroactive to January 1 of that year. 2314
(g) A finder must: 2315
1. Concurrently with each introduction, obtain the 2316
informed, written consent of each person introduced or referred 2317
by the finder to an issuer, in a written agreement signed by the 2318
finder, the issuer, and the person introduced or referred, and 2319
initialed by the person introduced or referred next to each 2320
paragraph, disclosing the following: 2321
a. The type and amount of compensation that has been or 2322
will be paid to the finder in connection with the introduction 2323
or referral and the conditions for payment of that compensation. 2324
b. That neither the finder nor its associated persons are 2325
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providing advice to the issuer or a person introduced or 2326
referred by the finder to an issuer as to the value of the 2327
securities being offered or sold or as to the advisability of 2328
investing in, purchasing, or selling the securities being 2329
offered or sold. 2330
c. Whether the finder or any of its associated persons are 2331
also owners, directly or indirectly, of the securities being 2332
offered or sold. 2333
d. Any actual and potential conflict of interest in 2334
connection with the finder's or associated person's activities 2335
related to the issuer transaction. 2336
e. That the parties to the agreement have the right to 2337
pursue any available remedies at law or otherwise for any breach 2338
of the agreement. 2339
2340
To satisfy the requirements of this subparagraph, the agreement 2341
must also include a representation by the person introduced or 2342
referred by the finder to the issuer that the person is an 2343
accredited investor and that the person knowingly consents to 2344
the payment of the compensation described in the agreement. 2345
2. Maintain and preserve for 5 years after the date of the 2346
last renewal of registration under paragraph (f) a copy of the 2347
written agreement required under this paragraph and all other 2348
records relating to any offer or sale of securities in 2349
connection with which the finder receives compensation as the 2350
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commission may require by rule, including, but not limited to, 2351
communications with prospective investors, compensation records, 2352
and written disclosures provided to prospective investors. Upon 2353
written request by the office, the finder shall furnish to the 2354
office any records required to be maintained and preserved under 2355
this paragraph. 2356
(h) A finder or associated person may not: 2357
1. Participate in negotiating any of the terms of the 2358
offer or sale of the securities being offered or sold. 2359
2. Advise any party to the transaction regarding the value 2360
of the securities being offered or sold or the advisability of 2361
investing in, purchasing, or selling the securities being 2362
offered or sold. 2363
3. Conduct any due diligence on the part of any party to 2364
the transaction. 2365
4. Sell or offer for sale, in connection w ith the issuer 2366
transaction, any securities of the issuer that are owned, 2367
directly or indirectly, by the finder or associated person. 2368
5. Receive, directly or indirectly, possession or custody 2369
of any funds in connection with the issuer transaction. 2370
6. Knowingly receive compensation in connection with any 2371
offer or sale of securities unless the security is exempt under 2372
s. 517.051, is sold in a transaction exempt under s. 517.061, is 2373
a federal covered security, or is registered under this chapter. 2374
7. Make any disclosure to a prospective investor other 2375
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than the following: 2376
a. The name and address of, and the contact information 2377
for, the issuer or a dealer representing the issuer. 2378
b. The name, type, price, and aggregate amount of any 2379
securities being offered in the issuer transaction. 2380
c. The issuer's industry, location, and number of years in 2381
business. 2382
d. Written disclosure documents obtained from the issuer. 2383
8. Engage in any other activities prohibited by commission 2384
rule. 2385
Section 9. Subsecti ons (1) and (2) of section 517.121, 2386
Florida Statutes, are amended to read: 2387
517.121 Books and records requirements; examinations .— 2388
(1) A dealer, investment adviser, branch office, 2389
associated person, or intermediary, or finder shall maintain 2390
such books and records as the commission may prescribe by rule. 2391
(2) The office shall, at intermittent periods, examine the 2392
affairs and books and records of each registered dealer, 2393
investment adviser, associated person, intermediary, finder, or 2394
branch office notice -filed with the office, or require such 2395
records and reports to be submitted to it as required by rule of 2396
the commission, to determine compliance with this act. 2397
Section 10. Section 517.1217, Florida Statutes, is amended 2398
to read: 2399
517.1217 Rules of conduc t and prohibited business 2400
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practices for intermediaries and for dealers, finders, and their 2401
associated persons.—The commission by rule may establish rules 2402
of conduct and prohibited business practices for intermediaries 2403
and for dealers, finders, and their associated persons. In 2404
adopting the rules, the commission shall consider general 2405
industry standards as expressed in the rules and regulations of 2406
the various federal and self -regulatory agencies and regulatory 2407
associations, including, but not limited to, the United States 2408
Securities and Exchange Commission, the Financial Industry 2409
Regulatory Authority, and the North American Securities 2410
Administrators Association. 2411
Section 11. Section 517.161, Florida Statutes, is amended 2412
to read: 2413
517.161 Revocation, denial, or suspension of registration 2414
of dealer, investment adviser, intermediary, finder, or 2415
associated person.— 2416
(1) Registration under s. 517.12 may be denied or any 2417
registration granted may be revoked, restricted, or suspended by 2418
the office if the office determines that such applicant or 2419
registrant; any member, principal, or director of the applicant 2420
or registrant or any person having a similar status or 2421
performing similar functions; or any control person of directly 2422
or indirectly controlling the applicant or registrant: 2423
(a) Has violated any provision of this chapter or any rule 2424
or order made under this chapter; 2425
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(b) Has made a material false statement in the application 2426
for registration; 2427
(c) Has been guilty of a fraudulent act in connection with 2428
rendering investment advice or in connection with any sale of 2429
securities, has been or is engaged or is about to engage in 2430
making fictitious or pretended sales or purchases of any such 2431
securities or in any practice involving the renderin g of 2432
investment advice or the sale of securities which is fraudulent 2433
or in violation of the law; 2434
(d) Has made a misrepresentation or false statement to, or 2435
concealed any essential or material fact from, any person in the 2436
rendering of investment advice or the sale of a security to such 2437
person; 2438
(e) Has failed to account to persons interested for all 2439
money and property received; 2440
(f) Has not delivered, after a reasonable time, to persons 2441
entitled thereto securities held or agreed to be delivered by 2442
the dealer, broker, or investment adviser, as and when paid for, 2443
and due to be delivered; 2444
(g) Is rendering investment advice or selling or offering 2445
for sale securities through any associated person not registered 2446
in compliance with the provisions of this chapter; 2447
(h) Has demonstrated unworthiness to transact the business 2448
of dealer, investment adviser, intermediary, finder, or 2449
associated person; 2450
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(i) Has exercised management or policy control over or 2451
owned 10 percent or more of the securities of any dealer, 2452
intermediary, or investment adviser that has been declared 2453
bankrupt, or had a trustee appointed under the Securities 2454
Investor Protection Act; or is, in the case of a dealer, 2455
intermediary, or investment adviser, insolvent; 2456
(j) Has been convicted of, or has entered a plea of guilty 2457
or nolo contendere to, regardless of whether adjudication was 2458
withheld, a crime against the laws of this state or any other 2459
state or of the United States or of any other country or 2460
government which relates to registration as a dea ler, investment 2461
adviser, issuer of securities, intermediary, finder, or 2462
associated person; which relates to the application for such 2463
registration; or which involves moral turpitude or fraudulent or 2464
dishonest dealing; 2465
(k) Has had a final judgment entered against her or him in 2466
a civil action upon grounds of fraud, embezzlement, 2467
misrepresentation, or deceit; 2468
(l) Is of bad business repute; 2469
(l)(m) Has been the subject of any decision, finding, 2470
injunction, suspension, prohibition, revocation, denial, 2471
judgment, or administrative order by any court of competent 2472
jurisdiction, administrative law judge, or by any state or 2473
federal agency, national securities, commodities, or option 2474
exchange, or national securities, commodities, or option 2475
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association, involving a v iolation of any federal or state 2476
securities or commodities law or any rule or regulation 2477
promulgated thereunder, or any rule or regulation of any 2478
national securities, commodities, or options exchange or 2479
national securities, commodities, or options associat ion, or has 2480
been the subject of any injunction or adverse administrative 2481
order by a state or federal agency regulating banking, 2482
insurance, finance or small loan companies , real estate, 2483
mortgage brokers or lenders, money transmitters, or other 2484
related or similar industries. For purposes of this subsection, 2485
the office may not deny registration to any applicant who has 2486
been continuously registered with the office for 5 years after 2487
the date of entry of such decision, finding, injunction, 2488
suspension, prohibition , revocation, denial, judgment, or 2489
administrative order provided such decision, finding, 2490
injunction, suspension, prohibition, revocation, denial, 2491
judgment, or administrative order has been timely reported to 2492
the office pursuant to the commission's rules; o r 2493
(m)(n) Made payment to the office for a registration with 2494
a check or electronic transmission of funds that is dishonored 2495
by the applicant's or registrant's financial institution. 2496
(2) The payment or anticipated payment of any amount from 2497
the Securities Guaranty Fund in settlement of a claim or in 2498
satisfaction of a judgment against an applicant or registrant 2499
constitutes prima facie grounds for the denial of the 2500
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applicant's application for registration or the revocation of 2501
the registrant's registration. 2502
(3) In the event the office determines to deny an 2503
application or revoke a registration, it shall enter a final 2504
order with its findings on the register of dealers and 2505
associated persons; and denial, suspension, or revocation of the 2506
registration of a deale r, intermediary, or investment adviser 2507
shall also deny, suspend, or revoke the registration of all her 2508
or his associated persons. 2509
(4) It shall be sufficient cause for denial of an 2510
application or revocation of registration, in the case of a 2511
partnership, corporation, limited liability company, or 2512
unincorporated association, if any member of the partnership , 2513
any manager or managing member of the limited liability company, 2514
or any officer, director, or ultimate equitable owner of the 2515
corporation or association has committed any act or omission 2516
which would be cause for denying, revoking, restricting, or 2517
suspending the registration of an individual dealer, investment 2518
adviser, intermediary, finder, or associated person. As used in 2519
this subsection, the term "ultima te equitable owner" means a 2520
natural person who directly or indirectly owns or controls an 2521
ownership interest in the corporation, partnership, association, 2522
or other legal entity however organized, regardless of whether 2523
such natural person owns or controls s uch ownership interest 2524
through one or more proxies, powers of attorney, nominees, 2525
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corporations, associations, partnerships, trusts, joint stock 2526
companies, or other entities or devices, or any combination 2527
thereof. 2528
(5) The office may deny any request to te rminate or 2529
withdraw any application or registration if the office believes 2530
that an act that which would be a ground for denial, suspension, 2531
restriction, or revocation under this chapter has been 2532
committed. 2533
(6) Registration under s. 517.12 may be denied o r any 2534
registration granted may be suspended or restricted if an 2535
applicant or registrant is charged, in a pending enforcement 2536
action or pending criminal prosecution, with any conduct that 2537
would authorize denial or revocation under subsection (1). 2538
Registration under s. 517.12 may be suspended or restricted if a 2539
registrant is arrested for any conduct that would authorize 2540
revocation under subsection (1). 2541
(a) Any denial of registration ordered under this 2542
subsection shall be without prejudice to the applicant's ability 2543
to reapply for registration. 2544
(b) Any order of suspension or restriction under this 2545
subsection shall: 2546
1. Take effect only after a hearing, unless no hearing is 2547
requested by the registrant or unless the suspension or 2548
restriction is made in accor dance with s. 120.60(6). 2549
2. Contain a finding that evidence of a prima facie case 2550
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supports the charge made in the enforcement action or criminal 2551
prosecution. 2552
3. Operate for no longer than 10 days beyond receipt of 2553
notice by the office of termination wi th respect to the 2554
registrant of the enforcement action or criminal prosecution. 2555
(c) For purposes of this subsection: 2556
1. The term "enforcement action" means any judicial 2557
proceeding or any administrative proceeding where such judicial 2558
or administrative proceeding is brought by an agency of the 2559
United States or of any state to enforce or restrain violation 2560
of any state or federal law, or any disciplinary proceeding 2561
maintained by the Financial Industry Regulatory Authority, the 2562
National Futures Association, or any other similar self -2563
regulatory organization. 2564
2. An enforcement action is pending at any time after 2565
notice to the applicant or registrant of such action and is 2566
terminated at any time after entry of final judgment or decree 2567
in the case of judicial p roceedings, final agency action in the 2568
case of administrative proceedings, and final disposition by a 2569
self-regulatory organization in the case of disciplinary 2570
proceedings. 2571
3. A criminal prosecution is pending at any time after 2572
criminal charges are filed and is terminated at any time after 2573
conviction, acquittal, or dismissal. 2574
Section 12. Subsection (2) of section 517.1611, Florida 2575
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Statutes, is amended to read: 2576
517.1611 Guidelines. — 2577
(2) The commission shall adopt by rule disqualifying 2578
periods pursuant to which an applicant will be disqualified from 2579
eligibility for registration based upon criminal convictions, 2580
pleas of nolo contendere, or pleas of guilt, regardless of 2581
whether adjudication was withheld, by the applicant; any 2582
partner, member, officer, o r director of the applicant or any 2583
person having a similar status or performing similar functions; 2584
or any control person of directly or indirectly controlling the 2585
applicant. 2586
(a) The disqualifying periods shall be 15 years for a 2587
felony and 5 years for a m isdemeanor. 2588
(b) The disqualifying periods shall be related to crimes 2589
involving registration as a dealer, investment adviser, issuer 2590
of securities, or associated person or the application for such 2591
registration or involving moral turpitude or fraudulent or 2592
dishonest dealing. 2593
(c) The rules may also address mitigating factors, an 2594
additional waiting period based upon dates of imprisonment or 2595
community supervision, an additional waiting period based upon 2596
commitment of multiple crimes, and other factors reason ably 2597
related to the consideration of an applicant's criminal history. 2598
(d) An applicant is not eligible for registration until 2599
the expiration of the disqualifying period set by rule. Section 2600
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112.011 does not apply to the registration provisions under this 2601
chapter. Nothing in this section changes or amends the grounds 2602
for denial under s. 517.161. 2603
Section 13. Section 517.181, Florida Statutes, is 2604
repealed. 2605
Section 14. Subsection (4) of section 517.191, Florida 2606
Statutes, is amended to read: 2607
517.191 Injunction to restrain violations; civil 2608
penalties; enforcement by Attorney General. — 2609
(4)(a) In addition to any other remedies provided by this 2610
chapter, the office may apply to the court hearing the matter 2611
for, and the court shall have jurisdiction to im pose, a civil 2612
penalty against any person found to have violated any provision 2613
of this chapter, any rule or order adopted by the commission or 2614
office, or any written agreement entered into with the office in 2615
an amount not to exceed $10,000 for a natural per son or $25,000 2616
for any other person, or the gross amount of any pecuniary gain 2617
to such defendant for each such violation other than a violation 2618
of s. 517.301 plus $50,000 for a natural person or $250,000 for 2619
any other person, or the gross amount of any pec uniary gain to 2620
such defendant for each violation of s. 517.301. All civil 2621
penalties collected pursuant to this subsection shall be 2622
deposited into the Anti -Fraud Trust Fund. The office may recover 2623
any costs and attorney fees related to the office's 2624
investigation or enforcement of this section. Notwithstanding 2625
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any other provision of law, moneys recovered by the office for 2626
costs and attorney fees collected pursuant to this subsection 2627
shall be deposited into the Anti -Fraud Trust Fund. 2628
(b) A control person fou nd to have violated any provision 2629
of this chapter or any rule adopted under any provision of this 2630
chapter is liable jointly and severally with and to the same 2631
extent as such controlled person in any action brought by the 2632
office under this section, unless t he control person can 2633
establish by a preponderance of the evidence that he or she 2634
acted in good faith and did not directly or indirectly induce 2635
the act that constitutes the violation or cause of action. For 2636
purposes of any action brought by the office under this section, 2637
a person who knowingly or recklessly prov ides substantial 2638
assistance to another person in violation of a provision of this 2639
chapter, or of any rule adopted under any provision of this 2640
chapter, is deemed to violate the provision or the rule to the 2641
same extent as the person to whom such assistance i s provided. 2642
Section 15. Subsection (1) of section 517.075, Florida 2643
Statutes, is amended to read: 2644
517.075 Cuba, prospectus disclosure of doing business 2645
with, required.— 2646
(1) Any issuer of securities that will be sold in this 2647
state pursuant to a prosp ectus must disclose in the prospectus 2648
if the issuer or any affiliate thereof , as defined in s. 2649
517.021(1), does business with the government of Cuba or with 2650
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any person or affiliate located in Cuba. The prospectus 2651
disclosure required by this subsection does not apply with 2652
respect to prospectuses prepared before April 10, 1992. 2653
Section 16. Paragraph (b) of subsection (5) of section 2654
626.9911, Florida Statutes, is amended to read: 2655
626.9911 Definitions. —As used in this act, the term: 2656
(5) "Life expectancy provider" means a person who 2657
determines, or holds himself or herself out as determining, life 2658
expectancies or mortality ratings used to determine life 2659
expectancies: 2660
(b) In connection with a viatical settlement investment , 2661
pursuant to s. 517.021(24) ; or 2662
Section 17. Subsection (6) of section 744.351, Florida 2663
Statutes, is amended to read: 2664
744.351 Bond of guardian. — 2665
(6) When it is expedient in the judgment of any court 2666
having jurisdiction of any guardianship property, because the 2667
size of the bond req uired of the guardian is burdensome, or for 2668
other cause, the court may order, in lieu of a bond or in 2669
addition to a lesser bond, that the guardian place all or part 2670
of the property of the ward in a designated financial 2671
institution under the same conditions and limitations as are 2672
contained in s. 69.031. A designated financial institution shall 2673
also include a dealer , as defined in s. 517.021(6), if the 2674
dealer is a member of the Security Investment Protection 2675
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Corporation and is doing business in the state. 2676
Section 18. Paragraph (a) of subsection (1) of section 2677
517.131, Florida Statutes, is amended to read: 2678
517.131 Securities Guaranty Fund. — 2679
(1)(a) The Chief Financial Officer shall establish a 2680
Securities Guaranty Fund. An amount not exceeding 20 percent of 2681
all revenues received as assessment fees pursuant to s. 2682
517.12(9) and (10) s. 517.12(10) and (11) for dealers and 2683
investment advisers or s. 517.1201 for federal covered advisers 2684
and an amount not exceeding 10 percent of all revenues received 2685
as assessment fees pursuant to s. 517.12(9) and (10) s. 2686
517.12(10) and (11) for associated persons shall be part of the 2687
regular license fee and shall be transferred to or deposited in 2688
the Securities Guaranty Fund. 2689
Section 19. Subsection (1) of section 517.211, Fl orida 2690
Statutes, is amended to read: 2691
517.211 Remedies available in cases of unlawful sale. — 2692
(1) Every sale made in violation of either s. 517.07 or s. 2693
517.12(1), (3), (4), (8), (10), (12), (15), or (17) (4), (5), 2694
(9), (11), (13), (16), or (18) may be rescinded at the election 2695
of the purchaser, except a sale made in violation of the 2696
provisions of s. 517.1202(3) relating to a renewal of a branch 2697
office notification shall not be subject to this section, and a 2698
sale made in violation of the provisions of s. 517.12(12) s. 2699
517.12(13) relating to filing a change of address amendment 2700
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shall not be subject to this section. Each person making the 2701
sale and every director, officer, partner, or agent of or for 2702
the seller, if the director, officer, partner, or agent has 2703
personally participated or aided in making the sale, is jointly 2704
and severally liable to the purchaser in an action for 2705
rescission, if the purchaser still owns the security, or for 2706
damages, if the purchaser has sold the security. No purchaser 2707
otherwise entitled will have the benefit of this subsection who 2708
has refused or failed, within 30 days of receipt, to accept an 2709
offer made in writing by the seller, if the purchaser has not 2710
sold the security, to take back the security in question and to 2711
refund the full amount paid by the purchaser or, if the 2712
purchaser has sold the security, to pay the purchaser an amount 2713
equal to the difference between the amount paid for the security 2714
and the amount received by the purchaser on the sale of the 2715
security, together, in eithe r case, with interest on the full 2716
amount paid for the security by the purchaser at the legal rate, 2717
pursuant to s. 55.03, for the period from the date of payment by 2718
the purchaser to the date of repayment, less the amount of any 2719
income received by the purcha ser on the security. 2720
Section 20. Subsection (2) of section 517.315, Florida 2721
Statutes, is amended to read: 2722
517.315 Fees.—All fees of any nature collected by the 2723
office pursuant to this chapter shall be disbursed as follows: 2724
(2) After the transfer required in subsection (1), the 2725
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office shall transfer the $50 assessment fee collected from each 2726
associated person under s. 517.12(9) and (10) s. 517.12(10) and 2727
(11) and 30.44 percent of the $100 assessment fee paid by 2728
dealers and investment advisors for each office in the state 2729
under s. 517.12(9) and (10) s. 517.12(10) and (11) to the 2730
Regulatory Trust Fund; and 2731
Section 21. This act shall take effect July 1, 2022. 2732