Florida 2022 Regular Session

Florida House Bill H0779 Compare Versions

Only one version of the bill is available at this time.

Old	New	Differences
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3	3	HB 779 2022
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7	7	CODING: Words stricken are deletions; words underlined are additions.
8	8	hb0779-00
9	9	Page 1 of 110
10	10	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
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12	12
13	13
14	14	A bill to be entitled 1
15	15	An act relating to offers and sales of securities; 2
16	16	amending s. 517.021, F.S.; revising and providing 3
17	17	definitions; amending s. 517.061, F.S.; excluding 4
18	18	certain securities offers and sales by specified 5
19	19	persons from the exemption from specified registration 6
20	20	requirements; updating a cross -reference relating to 7
21	21	exemptions from registration under the Securities Act 8
22	22	of 1933 for securities offers and sales by specified 9
23	23	persons; revising requirements for certain securities 10
24	24	offers and sales to be exempt from specifie d 11
25	25	registrations; authorizing the Financial Services 12
26	26	Commission to adopt rules to specify factors for 13
27	27	certain determination; providing that certain 14
28	28	communications do not constitute general solicitation 15
29	29	or general advertising; conforming cross -references; 16
30	30	making technical changes; adding certain securities 17
31	31	offers and sales by specified persons to the list of 18
32	32	transactions exempt from specified registration 19
33	33	requirements; amending s. 517.0611, F.S.; defining the 20
34	34	term "target offering amount"; revising requiremen ts 21
35	35	for securities offers and sales that are exempt 22
36	36	transactions under specified laws; revising 23
37	37	requirements for and duties of issuers of securities; 24
38	38	conforming cross-references; defining the term 25
39	39
40	40	HB 779 2022
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42	42
43	43
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45	45	hb0779-00
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47	47	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
48	48
49	49
50	50
51	51	"financial statement"; authorizing the commission to 26
52	52	establish certain procedures; revising the aggregate 27
53	53	amount in certain transactions that are exempt from 28
54	54	specified registration requirements; providing that 29
55	55	certain securities sales are voidable within specified 30
56	56	timeframes; authorizing registered intermediaries a nd 31
57	57	dealers to use means of general solicitation and 32
58	58	advertising under certain circumstances; revising 33
59	59	duties of intermediaries; authorizing issuers or 34
60	60	certain persons to communicate with prospective 35
61	61	investors on securities offerings under certain 36
62	62	circumstances; providing requirements for such 37
63	63	communications; deleting provisions relating to 38
64	64	disposition of funds received from investors in escrow 39
65	65	arrangements; amending s. 517.072, F.S.; authorizing 40
66	66	the commission to establish certain requirements and 41
67	67	standards; amending s. 517.081, F.S.; revising the 42
68	68	information and documents that the office may require 43
69	69	for securities registration; deleting a provision 44
70	70	relating to the authority of the commission to fix 45
71	71	certain compensations for or in connection with 46
72	72	securities offers and sales; revising fees for 47
73	73	securities registration applications; requiring the 48
74	74	office to deny registration applications under certain 49
75	75	circumstances; authorizing the office to deny a 50
76	76
77	77	HB 779 2022
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79	79
80	80
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84	84	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
85	85
86	86
87	87
88	88	request to withdraw a registration application under a 51
89	89	specified circumstance; revising circumstances under 52
90	90	which the office is required to record securities 53
91	91	registrations; authorizing securities to be sold by 54
92	92	registered dealers under a specified circumstance; 55
93	93	revising the requirements and standards that the 56
94	94	commission is required to establish; authorizing the 57
95	95	commission to establish certain disclosure criteria; 58
96	96	requiring the office to consider registration 59
97	97	applications to be abandoned under a specified 60
98	98	circumstance; authorizing issuers and persons acting 61
99	99	on behalf of issuers to communicate with prospective 62
100	100	investors under certain circumstances; providing 63
101	101	construction for such communications; prohibiting 64
102	102	solicitations, money acceptance, considerations, and 65
103	103	commitment until the offering's registration; 66
104	104	providing requiremen ts for the communications; 67
105	105	providing that certain communications are not in 68
106	106	violation of specified laws; providing limitations on 69
107	107	virtual participation in events on securities 70
108	108	offerings; amending s. 517.082, F.S.; revising 71
109	109	exceptions to exemptions relating to securities 72
110	110	registrations; making technical changes; requiring 73
111	111	that registration applications by notification with 74
112	112	the office be deemed abandoned under a specified 75
113	113
114	114	HB 779 2022
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116	116
117	117
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121	121	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
122	122
123	123
124	124
125	125	circumstance; amending s. 517.111, F.S.; revising 76
126	126	circumstances under which the office ma y revoke or 77
127	127	suspend securities registrations; deleting provisions 78
128	128	relating to denial of securities registrations; 79
129	129	revising means by which notice of suspension of 80
130	130	securities registrations is given; deleting a 81
131	131	provision relating to the office's authority to deny 82
132	132	requests to withdraw registration applications; 83
133	133	amending s. 517.12, F.S.; deleting issuers of 84
134	134	securities from the list of persons that may not offer 85
135	135	for sale or sell securities without being registered; 86
136	136	deleting exceptions to the nonapplicability of c ertain 87
137	137	registration requirements; conforming a provision to 88
138	138	changes made by the act; revising circumstances under 89
139	139	which the office is required to register applicants; 90
140	140	revising requirements for information for registration 91
141	141	applications for intermediaries; r evising 92
142	142	circumstances under which applicants are subject to 93
143	143	certain disqualifications; conforming a cross -94
144	144	reference; prohibiting finders and associated persons 95
145	145	from engaging in business unless registered; providing 96
146	146	requirements for registration application s; 97
147	147	authorizing the commission to establish certain 98
148	148	procedures; requiring registration applications to be 99
149	149	amended within a specified timeframe under certain 100
150	150
151	151	HB 779 2022
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153	153
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156	156	hb0779-00
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158	158	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
159	159
160	160
161	161
162	162	circumstances; providing that applicants are not 101
163	163	subject to certain disqualifications; requiring the 102
164	164	office to register applicants under certain 103
165	165	circumstances; providing expirations, renewals, and 104
166	166	reinstatements of registrations; providing duties of 105
167	167	finders and associated persons; providing 106
168	168	recordkeeping requirements; prohibiting finders and 107
169	169	associated persons from engaging in certain acts; 108
170	170	amending s. 517.121, F.S.; requiring finders to 109
171	171	maintain certain books and records; requiring the 110
172	172	office to examine affairs, books, and records of 111
173	173	finders or to require such records and reports to be 112
174	174	submitted; amending s. 517.1217, F.S.; requiring the 113
175	175	commission to establish rules of conduct and 114
176	176	prohibited business practices for intermediaries and 115
177	177	for finders and their associated persons; amending s. 116
178	178	517.161, F.S.; providing circumstances under which 117
179	179	registrations of finders are revoked, denied, or 118
180	180	suspended; conforming provisions to changes made by 119
181	181	the act; amending s. 517.1611, F.S.; conforming a 120
182	182	provision to changes made by the act; repealing s. 121
183	183	517.181, F.S., relating to escrow agreement; amending 122
184	184	s. 517.191, F.S.; authorizing the office to recover 123
185	185	costs and attorney fees related to investigations and 124
186	186	enforcement of violations of specified laws and rules; 125
187	187
188	188	HB 779 2022
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190	190
191	191
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193	193	hb0779-00
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195	195	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
196	196
197	197
198	198
199	199	requiring such recovered moneys to be deposited into a 126
200	200	specified trust fund; providing liability for control 127
201	201	persons found to have violated specified laws and 128
202	202	rules; providing an exception; providing liability of 129
203	203	persons who provide substantial assistance to other 130
204	204	persons violating specified laws and rules; amending 131
205	205	ss. 517.075, 626.9911, and 744.351, F.S.; making 132
206	206	technical changes; amending ss. 517.131, 517.211, and 133
207	207	517.315, F.S.; conforming cross -references; providing 134
208	208	an effective date. 135
209	209	136
210	210	Be It Enacted by the Legislature of the State of Florida: 137
211	211	138
212	212	Section 1. Section 517.021, Florida Statutes, is amended 139
213	213	to read: 140
214	214	517.021 Definitions. —When used in this chapter, unless the 141
215	215	context otherwise indicates, the following terms have the 142
216	216	following respective meanings: 143
217	217	(1) "Accredited investor" is defined by rule of the 144
218	218	commission in accordance with Securities and Exch ange Commission 145
219	219	Regulation 230.501 (17 C.F.R. s. 230.501). 146
220	220	(2) "Affiliate" means a person that directly, or 147
221	221	indirectly through one or more intermediaries, controls, is 148
222	222	controlled by, or is under common control with an applicant or 149
223	223	registrant. 150
224	224
225	225	HB 779 2022
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232	232	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
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234	234
235	235
236	236	(3) "Angel investor group" means a group of accredited 151
237	237	investors who hold regular meetings and have defined processes 152
238	238	and procedures for making investment decisions, individually or 153
239	239	among the membership of the group as a whole, and are neither 154
240	240	associated persons no r agents of any dealer or investment 155
241	241	adviser. 156
242	242	(4)(2) "Associated person" means: 157
243	243	(a)1. With respect to a dealer , a natural person who is or 158
244	244	investment adviser, any of the following : 159
245	245	a. A control person of or a person controlled by the 160
246	246	dealer; or 161
247	247	b. A person employed, appointed, or authorized by the 162
248	248	dealer and who represents the dealer in effecting or attempting 163
249	249	to effect purchases or sales of securities. 164
250	250	2. The term does not include the following: 165
251	251	a. A dealer. 166
252	252	b. A partner, officer, or director of a dealer, or a 167
253	253	person having a similar status or performing similar functions 168
254	254	as a dealer unless such person is a person specified in 169
255	255	subparagraph 1. 170
256	256	c. An employee of a dealer whose function is only clerical 171
257	257	or ministerial. 172
258	258	d. A person whose transactions in this state are limited 173
259	259	to those transactions described in s. 15(i)(3) of the Securities 174
260	260	Exchange Act of 1934, as amended. 175
261	261
262	262	HB 779 2022
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264	264
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267	267	hb0779-00
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269	269	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
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272	272
273	273	(b)1. With respect to an investment adviser, a natural 176
274	274	person, including, but not limited to, a partner, officer, 177
275	275	director, or branch manager, or a person occupying a similar 178
276	276	status or performing similar functions, who meets all of the 179
277	277	following requirements: 180
278	278	a. Is employed by or associated with, or is subject to the 181
279	279	supervision and control of, an investment adviser r egistered or 182
280	280	required to be registered under this chapter. 183
281	281	b. Does any of the following: 184
282	282	(I) Makes any recommendation or otherwise gives investment 185
283	283	advice regarding securities. 186
284	284	(II) Manages accounts or portfolios of clients. 187
285	285	(III) Determines which recommendation or advice regarding 188
286	286	securities should be given. 189
287	287	(IV) Receives compensation to solicit, offer, or negotiate 190
288	288	for the sale of investment advisory services. 191
289	289	(V) Supervises employees who perform a function under sub -192
290	290	sub-subparagraph (I), sub -sub-subparagraph (II), sub -sub-193
291	291	subparagraph (III), or sub -sub-subparagraph (IV). 194
292	292	2. The term does not include the following: 195
293	293	a. An investment adviser. 196
294	294	b. An employee whose function is only clerical or 197
295	295	ministerial. 198
296	296	1. Any partner, officer, director, or branch manager of a 199
297	297	dealer or investment adviser or any person occupying a similar 200
298	298
299	299	HB 779 2022
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306	306	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
307	307
308	308
309	309
310	310	status or performing similar functions; 201
311	311	2. Any natural person directly or indirectly controlling 202
312	312	or controlled by such dealer or investment adviser, other than 203
313	313	an employee whose function is only clerical or ministerial; or 204
314	314	3. Any natural person, other than a dealer, employed, 205
315	315	appointed, or authorized by a dealer, investment adviser, or 206
316	316	issuer to sell securities in any manner or act as an investment 207
317	317	adviser as defined in this section. 208
318	318	209
319	319	The partners of a partnership and the executive officers of a 210
320	320	corporation or other association registered as a dealer, and any 211
321	321	person whose transactions in this state are limited to those 212
322	322	transactions described in s. 15(h)(2) of the Secu rities Exchange 213
323	323	Act of 1934, are not "associated persons" within the meaning of 214
324	324	this definition. 215
325	325	(c)(b) With respect to a federal covered adviser, a any 216
326	326	person that who is an investment adviser representative and that 217
327	327	who has a place of business in this state, as such terms are 218
328	328	defined in Rule 203A -3 of the Securities and Exchange Commission 219
329	329	adopted under the Investment Advisers Act of 1940. 220
330	330	(d)1. With respect to a finder, a natural person who is: 221
331	331	a. A control person o f or a person controlled by the 222
332	332	finder; or 223
333	333	b. A person employed, appointed, or authorized by the 224
334	334	finder and who represents the finder in introducing or referring 225
335	335
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343	343	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
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345	345
346	346
347	347	one or more persons that such natural person reasonably believes 226
348	348	are accredited investors, t o an issuer with a principal place of 227
349	349	business in this state, or introducing or referring an issuer 228
350	350	with a principal place of business in this state, to one or more 229
351	351	persons that such natural person reasonably believes are 230
352	352	accredited investors, solely for t he purpose of a potential 231
353	353	offer or sale of securities of the issuer in an issuer 232
354	354	transaction in this state. 233
355	355	2. The term does not include the following: 234
356	356	a. A finder. 235
357	357	b. An employee whose function is only clerical or 236
358	358	ministerial. 237
359	359	(5)(3) "Boiler room" means an enterprise in which two or 238
360	360	more persons engage in telephone communications with members of 239
361	361	the public using two or more telephones at one location, or at 240
362	362	more than one location in a common scheme or enterprise. 241
363	363	(6)(4) "Branch office" means any location in this state of 242
364	364	a dealer or investment adviser at which one or more associated 243
365	365	persons regularly conduct the business of rendering investment 244
366	366	advice or effecting any transactions in, or inducing or 245
367	367	attempting to induce the purchase or sale of, an y security or 246
368	368	any location that is held out as such. The commission may adopt 247
369	369	by rule exceptions to this definition for dealers in order to 248
370	370	maintain consistency with the definition of a branch office used 249
371	371	by self-regulatory organizations authorized by the Securities 250
372	372
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380	380	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
381	381
382	382
383	383
384	384	and Exchange Commission, including, but not limited to, the 251
385	385	Financial Industry Regulatory Authority. The commission may 252
386	386	adopt by rule exceptions to this definition for investment 253
387	387	advisers. 254
388	388	(7) "Business accelerator" means an organization offer ing 255
389	389	a variety of mentoring or coaching resources to businesses that 256
390	390	have completed, or are close to completing, a minimum viable 257
391	391	product or service in a time -intensive, capital-funding-focused 258
392	392	program having durations from several months to a year. A 259
393	393	business accelerator may also offer business incubator services. 260
394	394	(8) "Business incubator" means an organization offering a 261
395	395	variety of networking, mentoring, or coaching resources to pre -262
396	396	revenue seed or idea -stage businesses with shared workspaces to 263
397	397	facilitate such businesses' development into post -revenue, pre-264
398	398	profit, early stage businesses. A business incubator may also 265
399	399	offer business accelerator services. 266
400	400	(9) "Commission" means the Financial Services Commission. 267
401	401	(10)(5) "Control," including the terms "controlling," 268
402	402	"controlled by," or "under control with" and "under common 269
403	403	control with," means the possession, directly or indirectly, of 270
404	404	the power to direct, or to cause the direction of , the 271
405	405	management or policies of a person, whether through the 272
406	406	ownership of voting securities, by contract, or otherwise. 273
407	407	(11) "Control person" means a person that possesses the 274
408	408	power, directly or indirectly, to direct, or to cause the 275
409	409
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417	417	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
418	418
419	419
420	420
421	421	direction of, the management or policies of an organization 276
422	422	whether through owner ship of securities, by contract, or 277
423	423	otherwise. A person is presumed to be a control person of an 278
424	424	organization if, with respect to a particular organization, the 279
425	425	person: 280
426	426	(a) Is a director, general partner, manager, or managing 281
427	427	member, or an officer who ex ercises executive responsibility or 282
428	428	has a similar status or function; 283
429	429	(b) Has the power to vote, or to sell or direct the sale 284
430	430	of, 20 percent or more of a class of voting securities; or 285
431	431	(c) In the case of a partnership or limited liability 286
432	432	company, may receive upon dissolution of the partnership or 287
433	433	company, or has contributed to the partnership or company, 20 288
434	434	percent or more of the capital. 289
435	435	(12)(6)(a) "Dealer" means includes any of the following: 290
436	436	1. a Any person, other than an associated person 291
437	437	registered under this chapter, that who engages, either for all 292
438	438	or part of the person's her or his time, directly or indirectly, 293
439	439	as broker or principal in the business of offering, buying, 294
440	440	selling, or otherwise dealing or trading in securities issued by 295
441	441	another person. 296
442	442	2. Any issuer who through persons directly compensated or 297
443	443	controlled by the issuer engages, either for all or part of her 298
444	444	or his time, directly or indirectly, in the business of offering 299
445	445	or selling securities which are issued or are proposed to be 300
446	446
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454	454	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
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456	456
457	457
458	458	issued by the issuer. 301
459	459	(b) The term "dealer" does not include the following: 302
460	460	1. A Any licensed practicing attorney who renders or 303
461	461	performs any of such services in connection with the regular 304
462	462	practice of the attorney's her or his profession.; 305
463	463	2. A Any bank authorized to do business in this state, 306
464	464	except nonbank subsidiaries of a bank .; 307
465	465	3. A Any trust company having trust powers which it is 308
466	466	authorized to exercise in this state, which renders or performs 309
467	467	services in a fiduciary capacity incidental to the exercise of 310
468	468	its trust powers.; 311
469	469	4. A Any wholesaler selling exclusively to dealers .; 312
470	470	5. A Any person buying and selling for the person's her or 313
471	471	his own account exclusively through a registered dealer or stock 314
472	472	exchange.; or 315
473	473	6. A natural Pursuant to s. 517.061(11), any person 316
474	474	representing associated with an issuer in the purchase, sale, or 317
475	475	distribution of the issuer's own securities if such person meets 318
476	476	all of the following requirements: 319
477	477	a. Is an officer, director, limited liability company 320
478	478	manager or managing member, or a bona fide employee of the 321
479	479	issuer. 322
480	480	b. who Has not participated in the d istribution or sale of 323
481	481	any securities for an issuer for whom such person was an 324
482	482	officer, director, limited liability company manager or managing 325
483	483
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491	491	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
492	492
493	493
494	494
495	495	member, or bona fide employee within the preceding 12 months . 326
496	496	and who 327
497	497	c. Primarily performs, or is intended t o perform at the 328
498	498	end of the distribution, substantial duties for, or on behalf 329
499	499	of, the issuer other than in connection with transactions in 330
500	500	securities. 331
501	501	d. Does not receive a commission, compensation, or other 332
502	502	consideration for the completed sale of the i ssuer's securities 333
503	503	apart from the compensation received for regular duties to the 334
504	504	issuer. 335
505	505	7. A finder registered under this chapter and engaging 336
506	506	solely in the activities of a finder. 337
507	507	8. An intermediary registered under this chapter and 338
508	508	engaging solely in the activities of an intermediary. 339
509	509	(7) "Commission" means the Financial Services Commission. 340
510	510	(8) "Office" means the Office of Financial Regulation of 341
511	511	the commission. 342
512	512	(13)(9) "Federal covered adviser" means a person that who 343
513	513	is registered or requir ed to be registered under s. 203 of the 344
514	514	Investment Advisers Act of 1940. The term "federal covered 345
515	515	adviser" does not include any person that who is excluded from 346
516	516	the definition of investment adviser under paragraph (19)(b) 347
517	517	subparagraphs (14)(b)1. -8. 348
518	518	(14)(10) "Federal covered security" means a any security 349
519	519	that is a covered security under s. 18(b) of the Securities Act 350
520	520
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528	528	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
529	529
530	530
531	531
532	532	of 1933 or rules and regulations adopted thereunder. 351
533	533	(15) "Finder" means a natural person, corporation, trust, 352
534	534	partnership, limited liability company, association, or other 353
535	535	legal entity that, for direct or indirect compensation, 354
536	536	introduces or refers one or more persons that the finder 355
537	537	reasonably believes are accredited investors, to an issuer with 356
538	538	a principal place of business in this state, or introduces or 357
539	539	refers an issuer with a principal place of business in this 358
540	540	state, to one or more persons that the finder reasonably 359
541	541	believes are accredited investors, solely for the purpose of a 360
542	542	potential offer or sale of securities of the issuer in an issuer 361
543	543	transaction in this state. 362
544	544	(16)(11) "Guarantor" means a person that who agrees in 363
545	545	writing, or that who holds itself out to the public as agreeing, 364
546	546	to pay the indebtedness of another when due, including, without 365
547	547	limitation, payments of principal and interest on a bond, 366
548	548	debenture, note, or other evidence of indebtedness, without 367
549	549	resort by the holder to any o ther obligor, whether or not such 368
550	550	writing expressly states that the person signing is signing as a 369
551	551	guarantor. The obligation of a guarantor hereunder shall be a 370
552	552	continuing, absolute, and unconditional guaranty of payment, 371
553	553	without regard to the validity, re gularity, or enforceability of 372
554	554	the underlying indebtedness. 373
555	555	(17)(12) "Guaranty" means a writing in which one party 374
556	556	either agrees, or holds itself out to the public as agreeing, to 375
557	557
558	558	HB 779 2022
559	559
560	560
561	561
562	562	CODING: Words stricken are deletions; words underlined are additions.
563	563	hb0779-00
564	564	Page 16 of 110
565	565	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
566	566
567	567
568	568
569	569	pay the indebtedness of another when due, including, without 376
570	570	limitation, payments of principal and interest on a bond, 377
571	571	debenture, note, or other evidence of indebtedness, without 378
572	572	resort by the holder to any other obligor, whether or not such 379
573	573	writing expressly states that the person signing is signing as a 380
574	574	guarantor. An agreement that is not specifically denominated as 381
575	575	a guaranty shall nevertheless constitute a guaranty if the 382
576	576	holder of the underlying indebtedness or the holder's her or his 383
577	577	representative or trustee has the right to sue to enforce the 384
578	578	guarantor's obligations under the guaranty. Words of guaranty or 385
579	579	equivalent words that which otherwise do not specify guaranty of 386
580	580	payment create a presumption that payment, rather than 387
581	581	collection, is guaranteed by the guarantor. Any guaranty in 388
582	582	writing is enforceable notwithstanding a ny statute of frauds. 389
583	583	(18)(13) "Intermediary" means a natural person residing in 390
584	584	this the state or a corporation, trust, partnership, limited 391
585	585	liability company, association, or other legal entity registered 392
586	586	with the Secretary of State to do business in this the state, 393
587	587	which facilitates, through its website, the offer or sale of 394
588	588	securities of an issuer with a principal place of business in 395
589	589	this state under s. 517.0611. 396
590	590	(19)(14)(a) "Investment adviser" includes a any person 397
591	591	that who receives compensation, directly or indirectly, and 398
592	592	engages for all or part of the person's her or his time, 399
593	593	directly or indirectly, or through publications or writings, in 400
594	594
595	595	HB 779 2022
596	596
597	597
598	598
599	599	CODING: Words stricken are deletions; words underlined are additions.
600	600	hb0779-00
601	601	Page 17 of 110
602	602	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
603	603
604	604
605	605
606	606	the business of advising others as to the value of securities or 401
607	607	as to the advisability of investments in, purchasing of, or 402
608	608	selling of securities , except a dealer whose performance of 403
609	609	these services is solely incidental to the conduct of her or his 404
610	610	business as a dealer and who receives no special compensation 405
611	611	for such services. 406
612	612	(b) The term "investment adviser" does not include the 407
613	613	following: 408
614	614	1. A dealer or associated person of a dealer whose 409
615	615	performance of services in paragraph (a) is solely incidental to 410
616	616	the conduct of the dealer's or associated person's business as a 411
617	617	dealer and who does not receive spec ial compensation for those 412
618	618	services. 413
619	619	2. A Any licensed practicing attorney or certified public 414
620	620	accountant whose performance of such services is solely 415
621	621	incidental to the practice of the attorney's or accountant's her 416
622	622	or his profession.; 417
623	623	2. Any licensed certified public accountant whose 418
624	624	performance of such services is solely incidental to the 419
625	625	practice of her or his profession; 420
626	626	3. A Any bank authorized to do business in this state .; 421
627	627	4. A Any bank holding company as defined in the Bank 422
628	628	Holding Company Act of 1956, as amended, authorized to do 423
629	629	business in this state .; 424
630	630	5. A Any trust company having trust powers which it is 425
631	631
632	632	HB 779 2022
633	633
634	634
635	635
636	636	CODING: Words stricken are deletions; words underlined are additions.
637	637	hb0779-00
638	638	Page 18 of 110
639	639	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
640	640
641	641
642	642
643	643	authorized to exercise in this the state, which trust company 426
644	644	renders or performs services in a fiduciary capacity incidental 427
645	645	to the exercise of its trust powers .; 428
646	646	6. A Any person that who renders investment advice 429
647	647	exclusively to insurance or investment companies .; 430
648	648	7. A Any person that who does not hold itself herself or 431
649	649	himself out to the general public as an investment adviser , has 432
650	650	a place of business located in this state, and has fewer no more 433
651	651	than six 15 clients during the preceding within 12 consecutive 434
652	652	months. in this state; 435
653	653	8. A Any person whose transactions in t his state are 436
654	654	limited to those transactions described in s. 222(d) of the 437
655	655	Investment Advisers Act of 1940. Those clients listed in 438
656	656	subparagraph 6. may not be included when determining the number 439
657	657	of clients of an investment adviser for purposes of s. 222(d) of 440
658	658	the Investment Advisers Act of 1940 .; or 441
659	659	9. A federal covered adviser. 442
660	660	(20)(15) "Issuer" means a any person that who proposes to 443
661	661	issue, has issued, or shall hereafter issue any security. A Any 444
662	662	person that who acts as a promoter for and on behalf of a 445
663	663	corporation, trust, or unincorporated association or partnership 446
664	664	of any kind to be formed shall be deemed an issuer. 447
665	665	(21) "Natural person" means an individual. 448
666	666	(22)(16) "Offer to sell," "offer for sale," or "offer" 449
667	667	means an any attempt or offer to dispose of, or solicitation of 450
668	668
669	669	HB 779 2022
670	670
671	671
672	672
673	673	CODING: Words stricken are deletions; words underlined are additions.
674	674	hb0779-00
675	675	Page 19 of 110
676	676	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
677	677
678	678
679	679
680	680	an offer to buy, a security or interest in a security, or an 451
681	681	investment or interest in an investment, for value. 452
682	682	(23) "Office" means the Office of Financial Regulation of 453
683	683	the commission. 454
684	684	(24)(17) "Predecessor" means a person the major portion of 455
685	685	whose assets have been acquired directly or indirectly by an 456
686	686	issuer. 457
687	687	(25)(18) "Principal" means an executive officer of a 458
688	688	corporation, partner of a partnership, sole proprietor of a sole 459
689	689	proprietorship, trust ee of a trust, or any other person with 460
690	690	similar supervisory functions with respect to any organization, 461
691	691	whether incorporated or unincorporated. 462
692	692	(26)(19) "Promoter" includes the following: 463
693	693	(a) A Any person that who, acting alone or in conjunction 464
694	694	with one or more other persons, directly or indirectly takes the 465
695	695	initiative in founding and organizing the business or enterprise 466
696	696	of an issuer. 467
697	697	(b) A Any person that who, in connection with the founding 468
698	698	or organizing of the business or enterprise of an issuer, 469
699	699	directly or indirectly receives in consideration of services or 470
700	700	property, or both services and property, 10 percent or more of 471
701	701	any class of securities of the issuer or 10 percent or more of 472
702	702	the proceeds from the sale of any class of securities. However, 473
703	703	a person that who receives such securities or proceeds either 474
704	704	solely as underwriting commissions or solely in connection with 475
705	705
706	706	HB 779 2022
707	707
708	708
709	709
710	710	CODING: Words stricken are deletions; words underlined are additions.
711	711	hb0779-00
712	712	Page 20 of 110
713	713	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
714	714
715	715
716	716
717	717	property shall not be deemed a promoter if such person does not 476
718	718	otherwise take part in founding and organizing the enterprise. 477
719	719	(27)(20) "Qualified institutional buyer" means a any 478
720	720	qualified institutional buyer, as defined in United States 479
721	721	Securities and Exchange Commission Rule 144A, 17 C.F.R. s. 480
722	722	230.144A(a), under the Securities Act of 1933, as amended, or 481
723	723	any foreign buyer that sa tisfies the minimum financial 482
724	724	requirements set forth in such rule. 483
725	725	(28)(21) "Sale" or "sell" means a any contract of sale or 484
726	726	disposition of an any investment, security, or interest in a 485
727	727	security, for value. With respect to a security or interest in a 486
728	728	security, the term defined in this subsection does not include 487
729	729	preliminary negotiations or agreements between an issuer or any 488
730	730	person on whose behalf an offering is to be made and any 489
731	731	underwriter or among underwriters who are or are to be in 490
732	732	privity of contract with an issuer. Any security given or 491
733	733	delivered with, or as a bonus on account of, any purchase of 492
734	734	securities or any other thing shall be conclusively presumed to 493
735	735	constitute a part of the subject of such purchase and to have 494
736	736	been offered and sold for va lue. Every sale or offer of a 495
737	737	warrant or right to purchase or subscribe to another security of 496
738	738	the same or another issuer, as well as every sale or offer of a 497
739	739	security which gives the holder a present or future right or 498
740	740	privilege to convert into another se curity or another issuer, is 499
741	741	considered to include an offer of the other security. 500
742	742
743	743	HB 779 2022
744	744
745	745
746	746
747	747	CODING: Words stricken are deletions; words underlined are additions.
748	748	hb0779-00
749	749	Page 21 of 110
750	750	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
751	751
752	752
753	753
754	754	(29)(22) "Security" includes any of the following: 501
755	755	(a) A note. 502
756	756	(b) A stock. 503
757	757	(c) A treasury stock. 504
758	758	(d) A bond. 505
759	759	(e) A debenture. 506
760	760	(f) An evidence of indebtedness. 507
761	761	(g) A certificate of deposit. 508
762	762	(h) A certificate of deposit for a security. 509
763	763	(i) A certificate of interest or participation. 510
764	764	(j) A whiskey warehouse receipt or other commodity 511
765	765	warehouse receipt. 512
766	766	(k) A certificate of interest in a profit -sharing 513
767	767	agreement or the right to participate therein. 514
768	768	(l) A certificate of interest in an oil, gas, petroleum, 515
769	769	mineral, or mining title or lease or the right to participate 516
770	770	therein. 517
771	771	(m) A collateral trust certificate. 518
772	772	(n) A reorganization certificate. 519
773	773	(o) A preorganization subscription. 520
774	774	(p) A Any transferable share. 521
775	775	(q) An investment contract. 522
776	776	(r) A beneficial interest in title to property, profits, 523
777	777	or earnings. 524
778	778	(s) An interest in or under a profit -sharing or 525
779	779
780	780	HB 779 2022
781	781
782	782
783	783
784	784	CODING: Words stricken are deletions; words underlined are additions.
785	785	hb0779-00
786	786	Page 22 of 110
787	787	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
788	788
789	789
790	790
791	791	participation agreement or scheme. 526
792	792	(t) An Any option contract that which entitles the holder 527
793	793	to purchase or sell a given amount of the underlying security at 528
794	794	a fixed price within a specified period of time. 529
795	795	(u) Any other instrument commonly known as a security, 530
796	796	including an interim or tempora ry bond, debenture, note, or 531
797	797	certificate. 532
798	798	(v) A Any receipt for a security, or for subscription to a 533
799	799	security, or a any right to subscribe to or purchase any 534
800	800	security. 535
801	801	(w) A viatical settlement investment. 536
802	802	(30)(23) "Underwriter" means a person that who has 537
803	803	purchased from an issuer or an affiliate of an issuer with a 538
804	804	view to, or offers or sells for an issuer or an affiliate of an 539
805	805	issuer in connection with, the distribution of any security, or 540
806	806	participates or has a direct or indirect participation in an y 541
807	807	such undertaking, or participates or has a participation in the 542
808	808	direct or indirect underwriting of any such undertaking; except 543
809	809	that a person shall be presumed not to be an underwriter with 544
810	810	respect to any security which it she or he has owned 545
811	811	beneficially for at least 1 year; and, further, a dealer is 546
812	812	shall not be considered an underwriter with respect to any 547
813	813	securities that which do not represent part of an unsold 548
814	814	allotment to or subscription by the dealer as a participant in 549
815	815	the distribution of such securities by the issuer or an 550
816	816
817	817	HB 779 2022
818	818
819	819
820	820
821	821	CODING: Words stricken are deletions; words underlined are additions.
822	822	hb0779-00
823	823	Page 23 of 110
824	824	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
825	825
826	826
827	827
828	828	affiliate of the issuer; and, further, in the case of securities 551
829	829	acquired on the conversion of anothe r security without payment 552
830	830	of additional consideration, the length of time such securities 553
831	831	have been beneficially owned by a person includes the period 554
832	832	during which the convertible security was beneficially owned and 555
833	833	the period during which the security ac quired on conversion has 556
834	834	been beneficially owned. 557
835	835	(31)(24) "Viatical settlement investment" means an 558
836	836	agreement for the purchase, sale, assignment, transfer, devise, 559
837	837	or bequest of all or any portion of a legal or equitable 560
838	838	interest in a viaticated policy as defined in chapter 626. 561
839	839	Section 2. Section 517.061, Florida Statutes, is amended 562
840	840	to read: 563
841	841	517.061 Exempt transactions. —Except as otherwise provided 564
842	842	in s. 517.0611 for a transaction listed in subsection (21) or 565
843	843	subsection (23), the exemption for ea ch transaction listed below 566
844	844	is self-executing and does not require any filing with the 567
845	845	office before claiming the exemption. Any person who claims 568
846	846	entitlement to any of the exemptions bears the burden of proving 569
847	847	such entitlement in any proceeding brought u nder this chapter. 570
848	848	The registration provisions of s. 517.07 do not apply to any of 571
849	849	the following transactions; however, such transactions are 572
850	850	subject to the provisions of ss. 517.301, 517.311, and 517.312: 573
851	851	(1) At any judicial, executor's, administrator's , 574
852	852	guardian's, or conservator's sale, or at any sale by a receiver 575
853	853
854	854	HB 779 2022
855	855
856	856
857	857
858	858	CODING: Words stricken are deletions; words underlined are additions.
859	859	hb0779-00
860	860	Page 24 of 110
861	861	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
862	862
863	863
864	864
865	865	or trustee in insolvency or bankruptcy, or any transaction 576
866	866	incident to a judicially approved reorganization in which a 577
867	867	security is issued in exchange for one or more outstanding 578
868	868	securities, claims, or property interests. 579
869	869	(2) By or for the account of a pledgeholder or mortgagee 580
870	870	selling or offering for sale or delivery in the ordinary course 581
871	871	of business and not for the purposes of avoiding the provisions 582
872	872	of this chapter, to liquidate a bona f ide debt, a security 583
873	873	pledged in good faith as security for such debt. 584
874	874	(3) The isolated sale or offer for sale of securities when 585
875	875	made by or on behalf of a vendor not the issuer or underwriter 586
876	876	of the securities, who, being the bona fide owner of such 587
877	877	securities, disposes of the owner's her or his own property for 588
878	878	the owner's her or his own account, and such sale is not made 589
879	879	directly or indirectly for the benefit of the issuer or an 590
880	880	underwriter of such securities or for the direct or indirect 591
881	881	promotion of any scheme or enterprise with the intent of 592
882	882	violating or evading any provision of this chapter. For purposes 593
883	883	of this subsection, isolated offers or sales include, but are 594
884	884	not limited to, an isolated offer or sale made by or on behalf 595
885	885	of a vendor of securiti es not the issuer or underwriter of the 596
886	886	securities if: 597
887	887	(a) The offer or sale of securities is in a transaction 598
888	888	satisfying all of the requirements of subparagraphs (11)(a)1., 599
889	889	2., and 3., and 4. and paragraph (11)(b); or 600
890	890
891	891	HB 779 2022
892	892
893	893
894	894
895	895	CODING: Words stricken are deletions; words underlined are additions.
896	896	hb0779-00
897	897	Page 25 of 110
898	898	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
899	899
900	900
901	901
902	902	(b) The offer or sale of securities is in a transaction 601
903	903	exempt under s. 4(a)(1) s. 4(1) of the Securities Act of 1933, 602
904	904	as amended. 603
905	905	604
906	906	For purposes of this subsection, any person, including, without 605
907	907	limitation, a promoter or affiliate of an issuer, shall not be 606
908	908	deemed an underwriter, an issuer, or a person acting for the 607
909	909	direct or indirect benefit of the issuer or an underwriter with 608
910	910	respect to any securities of the issuer which she or he has 609
911	911	owned beneficially for at least 1 year. 610
912	912	(4) The distribution by a corporation, trust, or 611
913	913	partnership, actively engaged in the business authorized by its 612
914	914	charter or other organizational articles or agreement, of 613
915	915	securities to its stockholders or other equity security holders, 614
916	916	partners, or beneficiaries as a stock dividen d or other 615
917	917	distribution out of earnings or surplus. 616
918	918	(5) The issuance of securities to such equity security 617
919	919	holders or other creditors of a corporation, trust, or 618
920	920	partnership in the process of a reorganization of such 619
921	921	corporation or entity, made in good f aith and not for the 620
922	922	purpose of avoiding the provisions of this chapter, either in 621
923	923	exchange for the securities of such equity security holders or 622
924	924	claims of such creditors or partly for cash and partly in 623
925	925	exchange for the securities or claims of such equity security 624
926	926	holders or creditors. 625
927	927
928	928	HB 779 2022
929	929
930	930
931	931
932	932	CODING: Words stricken are deletions; words underlined are additions.
933	933	hb0779-00
934	934	Page 26 of 110
935	935	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
936	936
937	937
938	938
939	939	(6) Any transaction involving the distribution of the 626
940	940	securities of an issuer exclusively among its own security 627
941	941	holders, including any person who at the time of the transaction 628
942	942	is a holder of any convertible security, any nontransferable 629
943	943	warrant, or any transferable warrant which is exercisable within 630
944	944	not more than 90 days after of issuance, when no commission or 631
945	945	other remuneration is paid or given directly or indirectly in 632
946	946	connection with the sale or distribution of such additional 633
947	947	securities. 634
948	948	(7) The offer or sale of securities to a bank, trust 635
949	949	company, savings institution, insurance company, dealer, 636
950	950	investment company as defined by the Investment Company Act of 637
951	951	1940, pension or profit -sharing trust, or qualified 638
952	952	institutional buyer as defined by rule of the commission in 639
953	953	accordance with Securities and Exchange Commission Rule 144A (17 640
954	954	C.F.R. s. 230.144(A)(a)), whether any of such entities is acting 641
955	955	in its individual or fiduciary capacity; provided that such 642
956	956	offer or sale of securities is not for the direct or indirect 643
957	957	promotion of any scheme or enterprise with the intent of 644
958	958	violating or evading any provision of this chapter. 645
959	959	(8) The sale of securities from one corporation to another 646
960	960	corporation if both of the following conditions are met provided 647
961	961	that: 648
962	962	(a) The sale price of the securities is $50,000 or more .; 649
963	963	and 650
964	964
965	965	HB 779 2022
966	966
967	967
968	968
969	969	CODING: Words stricken are deletions; words underlined are additions.
970	970	hb0779-00
971	971	Page 27 of 110
972	972	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
973	973
974	974
975	975
976	976	(b) The buyer and seller corporations each have assets of 651
977	977	$500,000 or more. 652
978	978	(9) The offer or sale of securities from one corporation 653
979	979	to another corporati on, or to security holders thereof, pursuant 654
980	980	to a vote or consent of such security holders as may be provided 655
981	981	by the articles of incorporation and the applicable corporate 656
982	982	statutes in connection with mergers, share exchanges, 657
983	983	consolidations, or sale of cor porate assets. 658
984	984	(10) The issuance of notes or bonds in connection with the 659
985	985	acquisition of real property or renewals thereof, if such notes 660
986	986	or bonds are issued to the sellers of, and are secured by all or 661
987	987	part of, the real property so acquired. 662
988	988	(11)(a) The offer or sale, by or on behalf of an issuer, 663
989	989	of its own securities, which offer or sale is part of an 664
990	990	offering made in accordance with all of the following 665
991	991	conditions: 666
992	992	1. There are no more than 35 purchasers, or the issuer 667
993	993	reasonably believes that the re are no more than 35 purchasers, 668
994	994	of the securities of the issuer in this state during an offering 669
995	995	made in reliance upon this subsection or, if such offering 670
996	996	continues for a period in excess of 12 months, in any 671
997	997	consecutive 12-month period. 672
998	998	2. Neither the issuer nor any person acting on behalf of 673
999	999	the issuer offers or sells securities pursuant to this 674
1000	1000	subsection by means of any form of general solicitation or 675
1001	1001
1002	1002	HB 779 2022
1003	1003
1004	1004
1005	1005
1006	1006	CODING: Words stricken are deletions; words underlined are additions.
1007	1007	hb0779-00
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1009	1009	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
1010	1010
1011	1011
1012	1012
1013	1013	general advertising in this state. 676
1014	1014	3. Before the sale, each purchaser or the purchaser's 677
1015	1015	representative, if any, is provided with, or given reasonable 678
1016	1016	access to, full and fair disclosure of all material information. 679
1017	1017	4. No person defined as a "dealer" in this chapter is paid 680
1018	1018	a commission or compensation for the sale of the issuer's 681
1019	1019	securities unless such person is registered as a dealer under 682
1020	1020	this chapter. 683
1021	1021	4.5. When sales are made to five or more persons in this 684
1022	1022	state, any sale in this state made pursuant to this subsection 685
1023	1023	is voidable by the purchaser in such sale either within 3 days 686
1024	1024	after the first tender of consideration is made by such 687
1025	1025	purchaser to the issuer, an agent of the issuer, or an escrow 688
1026	1026	agent or within 3 days after the availability of that privilege 689
1027	1027	is communicated to such purchaser, whichever occurs later. 690
1028	1028	(b) The following purcha sers are excluded from the 691
1029	1029	calculation of the number of purchasers under subparagraph 692
1030	1030	(a)1.: 693
1031	1031	1. Any relative or spouse, or relative of such spouse, of 694
1032	1032	a purchaser who has the same principal residence as such 695
1033	1033	purchaser. 696
1034	1034	2. Any trust or estate in which a purchaser, any of the 697
1035	1035	persons related to such purchaser specified in subparagraph 1., 698
1036	1036	and any organization corporation specified in subparagraph 3. 699
1037	1037	collectively have more than 50 percent of the beneficial 700
1038	1038
1039	1039	HB 779 2022
1040	1040
1041	1041
1042	1042
1043	1043	CODING: Words stricken are deletions; words underlined are additions.
1044	1044	hb0779-00
1045	1045	Page 29 of 110
1046	1046	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
1047	1047
1048	1048
1049	1049
1050	1050	interest (excluding contingent interest). 701
1051	1051	3. Any corporation or other organization of which a 702
1052	1052	purchaser, any of the persons related to such purchaser 703
1053	1053	specified in subparagraph 1., and any trust or estate specified 704
1054	1054	in subparagraph 2. collectively are beneficial owners of more 705
1055	1055	than 50 percent of the equit y securities or equity interest. 706
1056	1056	4. Any purchaser who makes a bona fide investment of 707
1057	1057	$100,000 or more, provided such purchaser or the purchaser's 708
1058	1058	representative receives, or has access to, the information 709
1059	1059	required to be disclosed by subparagraph (a)3. 710
1060	1060	5. Any accredited investor , as defined by rule of the 711
1061	1061	commission in accordance with Securities and Exchange Commission 712
1062	1062	Regulation 230.501 (17 C.F.R. s. 230.501) . 713
1063	1063	(c) The commission may by rule specify factors to be 714
1064	1064	considered in determining whether offe rs and sales of securities 715
1065	1065	constitute part of the same offering under this section in 716
1066	1066	accordance with Securities and Exchange Commission Regulation 717
1067	1067	230.152 (17 C.F.R. s. 230.152). Rules adopted under this 718
1068	1068	paragraph should harmonize Securities and Exchange Commission 719
1069	1069	Regulation 230.152 (17 C.F.R. s. 230.152) with this chapter. 720
1070	1070	(c) 1. For purposes of determining which offers and sales 721
1071	1071	of securities constitute part of the same offering under this 722
1072	1072	subsection and are therefore deemed to be integrated with one 723
1073	1073	another: 724
1074	1074	a. Offers or sales of securities occurring more than 6 725
1075	1075
1076	1076	HB 779 2022
1077	1077
1078	1078
1079	1079
1080	1080	CODING: Words stricken are deletions; words underlined are additions.
1081	1081	hb0779-00
1082	1082	Page 30 of 110
1083	1083	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
1084	1084
1085	1085
1086	1086
1087	1087	months before an offer or sale of securities made pursuant to 726
1088	1088	this subsection shall not be considered part of the same 727
1089	1089	offering, provided there are no offers or sales by or for the 728
1090	1090	issuer of the same or a similar class of securities during such 729
1091	1091	6-month period. 730
1092	1092	b. Offers or sales of securities occurring at any time 731
1093	1093	after 6 months from an offer or sale made pursuant to this 732
1094	1094	subsection shall not be considered part of the same offering, 733
1095	1095	provided there are no offers or sales by or for the issuer of 734
1096	1096	the same or a similar class of securities during such 6 -month 735
1097	1097	period. 736
1098	1098	2. Offers or sales which do not satisfy the conditions of 737
1099	1099	any of the provisions of subparagraph 1. may or may not be part 738
1100	1100	of the same offering, depending on the particular facts and 739
1101	1101	circumstances in each case. The commission may adopt a rule or 740
1102	1102	rules indicating what factors should be considered in 741
1103	1103	determining whether offers and sales not qualifying for the 742
1104	1104	provisions of subparagrap h 1. are part of the same offering for 743
1105	1105	purposes of this subsection. 744
1106	1106	(d) Offers or sales of securities made pursuant to, and in 745
1107	1107	compliance with, any other subsection of this section or any 746
1108	1108	subsection of s. 517.051 are shall not be considered part of an 747
1109	1109	offering pursuant to this subsection, regardless of when such 748
1110	1110	offers and sales are made. 749
1111	1111	(e) A communication is not deemed to constitute general 750
1112	1112
1113	1113	HB 779 2022
1114	1114
1115	1115
1116	1116
1117	1117	CODING: Words stricken are deletions; words underlined are additions.
1118	1118	hb0779-00
1119	1119	Page 31 of 110
1120	1120	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
1121	1121
1122	1122
1123	1123
1124	1124	solicitation or general advertising if made in connection with a 751
1125	1125	seminar or meeting in which more than one issuer participates 752
1126	1126	and if the seminar or meeting is sponsored by a college, 753
1127	1127	university, or other institution of higher education; a state or 754
1128	1128	local government or an instrumentality thereof; a nonprofit 755
1129	1129	organization; or an angel investo r group, business incubator, or 756
1130	1130	business accelerator, provided that all of the following 757
1131	1131	requirements are met: 758
1132	1132	1. No advertising for the seminar or meeting references a 759
1133	1133	specific offering of securities by the issuer. 760
1134	1134	2. The sponsor of the seminar or mee ting does not do any 761
1135	1135	of the following: 762
1136	1136	a. Make investment recommendations or provide investment 763
1137	1137	advice to event attendees. 764
1138	1138	b. Engage in any investment negotiations between the 765
1139	1139	issuer and investors attending the event. 766
1140	1140	c. Charge event attendees any fe es, other than reasonable 767
1141	1141	administrative fees. 768
1142	1142	d. Receive any compensation for making introductions 769
1143	1143	between event attendees and issuers or for investment 770
1144	1144	negotiations between such parties. 771
1145	1145	e. Receive any compensation with respect to the event 772
1146	1146	which would require registration of the sponsor as a dealer, 773
1147	1147	intermediary, finder, or investment adviser under s. 517.12. 774
1148	1148	3. The type of information regarding an offering of 775
1149	1149
1150	1150	HB 779 2022
1151	1151
1152	1152
1153	1153
1154	1154	CODING: Words stricken are deletions; words underlined are additions.
1155	1155	hb0779-00
1156	1156	Page 32 of 110
1157	1157	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
1158	1158
1159	1159
1160	1160
1161	1161	securities by the issuer that is communicated or distributed by 776
1162	1162	or on behalf of the issue r in connection with the event is 777
1163	1163	limited to a notification that the issuer is in the process of 778
1164	1164	offering or planning to offer securities, the type and amount of 779
1165	1165	securities being offered, the intended use of proceeds of the 780
1166	1166	offering, and the unsubscribed a mount in the offering. 781
1167	1167	4. If the event allows attendees to participate virtually 782
1168	1168	rather than in person, online participation in the event is 783
1169	1169	limited to: 784
1170	1170	a. Natural persons who are members of, or otherwise 785
1171	1171	associated with, the sponsor organization. 786
1172	1172	b. Natural persons who the sponsor reasonably believes are 787
1173	1173	accredited investors. 788
1174	1174	c. Natural persons who have been invited by the sponsor 789
1175	1175	based on industry or investment -related experience, reasonably 790
1176	1176	selected in good faith, and disclosed in the public 791
1177	1177	communications about the event. 792
1178	1178	(12) The sale of securities by a bank or trust company 793
1179	1179	organized or incorporated under the laws of the United States or 794
1180	1180	this state at a profit to such bank or trust company of not more 795
1181	1181	than 2 percent of the total sale price of such securities; 796
1182	1182	provided that there is no solicitation of this business by such 797
1183	1183	bank or trust company where such bank or trust company acts as 798
1184	1184	agent in the purchase or sale of such securities. 799
1185	1185	(13) An unsolicited purchase or sale of securities on 800
1186	1186
1187	1187	HB 779 2022
1188	1188
1189	1189
1190	1190
1191	1191	CODING: Words stricken are deletions; words underlined are additions.
1192	1192	hb0779-00
1193	1193	Page 33 of 110
1194	1194	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
1195	1195
1196	1196
1197	1197
1198	1198	order of, and as the agent for, another by a dealer registered 801
1199	1199	pursuant to the provisions of s. 517.12; provided that this 802
1200	1200	exemption applies solely and exclusively to such registered 803
1201	1201	dealers and does not authorize or permit the purchase or sale of 804
1202	1202	securities on order of, and as agent for, another by any person 805
1203	1203	other than a dealer so registered; and provided, further, that 806
1204	1204	such purchase or sale is not directly or indirectly for the 807
1205	1205	benefit of the issuer or an underwriter of such securities or 808
1206	1206	for the direct or in direct promotion of any scheme or enterprise 809
1207	1207	with the intent of violation or evading any provision of this 810
1208	1208	chapter. 811
1209	1209	(14) The offer or sale of shares of a corporation which 812
1210	1210	represent ownership, or entitle the holders of the shares to 813
1211	1211	possession and occupa ncy, of specific apartment units in 814
1212	1212	property owned by such corporation and organized and operated on 815
1213	1213	a cooperative basis, solely for residential purposes. 816
1214	1214	(15) The offer or sale of securities under a bona fide 817
1215	1215	employer-sponsored stock option, stock purch ase, pension, 818
1216	1216	profit-sharing, savings, or other benefit plan when offered only 819
1217	1217	to employees of the sponsoring organization or to employees of 820
1218	1218	its controlled subsidiaries. 821
1219	1219	(16) The sale by or through a registered dealer of any 822
1220	1220	securities option if at the time of the sale of the option: 823
1221	1221	(a)1. The performance of the terms of the option is 824
1222	1222	guaranteed by any dealer registered under the federal Securities 825
1223	1223
1224	1224	HB 779 2022
1225	1225
1226	1226
1227	1227
1228	1228	CODING: Words stricken are deletions; words underlined are additions.
1229	1229	hb0779-00
1230	1230	Page 34 of 110
1231	1231	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
1232	1232
1233	1233
1234	1234
1235	1235	Exchange Act of 1934, as amended, which guaranty and dealer are 826
1236	1236	in compliance with such requirements or r ules as may be approved 827
1237	1237	or adopted by the commission; or 828
1238	1238	2.(b) Such options transactions are cleared by the Options 829
1239	1239	Clearing Corporation or any other clearinghouse recognized by 830
1240	1240	the office; and 831
1241	1241	(b)(c) The option is not sold by or for the benefit of the 832
1242	1242	issuer of the underlying security; and 833
1243	1243	(c)(d) The underlying security may be purchased or sold on 834
1244	1244	a recognized securities exchange or is quoted on the National 835
1245	1245	Association of Securities Dealers Automated Quotation System; 836
1246	1246	and 837
1247	1247	(d)(e) Such sale is not directly or indirectly for the 838
1248	1248	purpose of providing or furthering any scheme to violate or 839
1249	1249	evade any provisions of this chapter. 840
1250	1250	(17)(a) The offer or sale of securities, as agent or 841
1251	1251	principal, by a dealer registered pursuant to s. 517.12, when 842
1252	1252	such securities are offered or sold at a price reasonably 843
1253	1253	related to the current market price of such securities, provided 844
1254	1254	such securities are: 845
1255	1255	1. Securities of an issuer for which reports are required 846
1256	1256	to be filed by s. 13 or s. 15(d) of the Securities Exchange Act 847
1257	1257	of 1934, as amended; 848
1258	1258	2. Securities of a company registered under the Investment 849
1259	1259	Company Act of 1940, as amended; 850
1260	1260
1261	1261	HB 779 2022
1262	1262
1263	1263
1264	1264
1265	1265	CODING: Words stricken are deletions; words underlined are additions.
1266	1266	hb0779-00
1267	1267	Page 35 of 110
1268	1268	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
1269	1269
1270	1270
1271	1271
1272	1272	3. Securities of an insurance company, as that term is 851
1273	1273	defined in s. 2(a)(17) of the Investment Company Act of 1940, as 852
1274	1274	amended; or 853
1275	1275	4. Securities, other than any security that is a federal 854
1276	1276	covered security pursuant to s. 18(b)(1) of the Securities Act 855
1277	1277	of 1933 and is not subject to any registration or filing 856
1278	1278	requirements under this act, which appear in any list of 857
1279	1279	securities dealt in on any stock exchange registered pursuant to 858
1280	1280	the Securities Exchange Act of 1934, as amended, and which 859
1281	1281	securities have been listed or approved for listing upon notice 860
1282	1282	of issuance by such exchange, and also all securities senior to 861
1283	1283	any securities so listed or ap proved for listing upon notice of 862
1284	1284	issuance, or represented by subscription rights which have been 863
1285	1285	so listed or approved for listing upon notice of issuance, or 864
1286	1286	evidences of indebtedness guaranteed by companies any stock of 865
1287	1287	which is so listed or approved fo r listing upon notice of 866
1288	1288	issuance, such securities to be exempt only so long as such 867
1289	1289	listings or approvals remain in effect. The exemption provided 868
1290	1290	for herein does not apply when the securities are suspended from 869
1291	1291	listing approval for listing or trading. 870
1292	1292	(b) The exemption provided in this subsection does not 871
1293	1293	apply if the sale is made for the direct or indirect benefit of 872
1294	1294	an issuer or control person controlling persons of such issuer 873
1295	1295	or if such securities constitute the whole or part of an unsold 874
1296	1296	allotment to, or subscription or participation by, a dealer as 875
1297	1297
1298	1298	HB 779 2022
1299	1299
1300	1300
1301	1301
1302	1302	CODING: Words stricken are deletions; words underlined are additions.
1303	1303	hb0779-00
1304	1304	Page 36 of 110
1305	1305	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
1306	1306
1307	1307
1308	1308
1309	1309	an underwriter of such securities. 876
1310	1310	(c) This exemption is shall not be available for any 877
1311	1311	securities that which have been denied registration pursuant to 878
1312	1312	s. 517.111. Additionally, the office may deny th is exemption 879
1313	1313	with reference to any particular security, other than a federal 880
1314	1314	covered security, by order published in such manner as the 881
1315	1315	office finds proper. 882
1316	1316	(18) The offer or sale of any security effected by or 883
1317	1317	through a person in compliance with s. 517.12(16) s. 517.12(17). 884
1318	1318	(19) Other transactions defined by rules as transactions 885
1319	1319	exempted from the registration provisions of s. 517.07, which 886
1320	1320	rules the commission may adopt from time to time, but only after 887
1321	1321	a finding by the office that the application of the provisions 888
1322	1322	of s. 517.07 to a particular transaction is not necessary in the 889
1323	1323	public interest and for the protection of investors because of 890
1324	1324	the small dollar amount of securities involved or the limited 891
1325	1325	character of the offering. In conjunction with its adoption of 892
1326	1326	such rules, the commission may also provide in such rules that 893
1327	1327	persons selling or offering for sale the exempted securities are 894
1328	1328	exempt from the registration requirements of s. 517.12. No rule 895
1329	1329	so adopted may have the effect of narrowing or limit ing any 896
1330	1330	exemption provided for by statute in the other subsections of 897
1331	1331	this section. 898
1332	1332	(20) Any nonissuer transaction by a registered associated 899
1333	1333	person of a registered dealer, and any resale transaction by a 900
1334	1334
1335	1335	HB 779 2022
1336	1336
1337	1337
1338	1338
1339	1339	CODING: Words stricken are deletions; words underlined are additions.
1340	1340	hb0779-00
1341	1341	Page 37 of 110
1342	1342	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
1343	1343
1344	1344
1345	1345
1346	1346	sponsor of a unit investment trust registered und er the 901
1347	1347	Investment Company Act of 1940, in a security of a class that 902
1348	1348	has been outstanding in the hands of the public for at least 90 903
1349	1349	days; provided, at the time of the transaction , that all of the 904
1350	1350	following requirements are met : 905
1351	1351	(a) The issuer of the sec urity is actually engaged in 906
1352	1352	business and is not in the organization stage or in bankruptcy 907
1353	1353	or receivership and is not a blank check, blind pool, or shell 908
1354	1354	company whose primary plan of business is to engage in a merger 909
1355	1355	or combination of the business with, or an acquisition of, any 910
1356	1356	unidentified person.; 911
1357	1357	(b) The security is sold at a price reasonably related to 912
1358	1358	the current market price of the security .; 913
1359	1359	(c) The security does not constitute the whole or part of 914
1360	1360	an unsold allotment to, or a subscription or participation by, 915
1361	1361	the broker-dealer as an underwriter of the security .; 916
1362	1362	(d) A nationally recognized securities manual designated 917
1363	1363	by rule of the commission or order of the office or a document 918
1364	1364	filed with the Securities and Exchange Commission that is 919
1365	1365	publicly available through the commission's electronic data 920
1366	1366	gathering and retrieval system contains all of the following : 921
1367	1367	1. A description of the business and operations of the 922
1368	1368	issuer.; 923
1369	1369	2. The names of the issuer's officers and directors, if 924
1370	1370	any, or, in the case of an issuer not domiciled in the United 925
1371	1371
1372	1372	HB 779 2022
1373	1373
1374	1374
1375	1375
1376	1376	CODING: Words stricken are deletions; words underlined are additions.
1377	1377	hb0779-00
1378	1378	Page 38 of 110
1379	1379	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
1380	1380
1381	1381
1382	1382
1383	1383	States, the corporate equivalents of such persons in the 926
1384	1384	issuer's country of domicile .; 927
1385	1385	3. An audited balance sheet of the issuer as of a date 928
1386	1386	within 18 months before such transaction or, in the case of a 929
1387	1387	reorganization or merger in which parties to the reorganization 930
1388	1388	or merger had such audited balance sheet, a pro forma balance 931
1389	1389	sheet.; and 932
1390	1390	4. An audited income statement for each of the issuer's 933
1391	1391	immediately preceding 2 fiscal years, or for the period of 934
1392	1392	existence of the issuer, if in existence for less than 2 years 935
1393	1393	or, in the case of a reorganization or merger in which the 936
1394	1394	parties to the reorganization or merger had such audited income 937
1395	1395	statement, a pro forma income statement .; and 938
1396	1396	(e) The issuer of the se curity has a class of equity 939
1397	1397	securities listed on a national securities exchange registered 940
1398	1398	under the Securities Exchange Act of 1934 or designated for 941
1399	1399	trading on the National Association of Securities Dealers 942
1400	1400	Automated Quotation System, unless: 943
1401	1401	1. The issuer of the security is a unit investment trust 944
1402	1402	registered under the Investment Company Act of 1940; 945
1403	1403	2. The issuer of the security has been engaged in 946
1404	1404	continuous business, including predecessors, for at least 3 947
1405	1405	years; or 948
1406	1406	3. The issuer of the security has total assets of at least 949
1407	1407	$2 million based on an audited balance sheet as of a date within 950
1408	1408
1409	1409	HB 779 2022
1410	1410
1411	1411
1412	1412
1413	1413	CODING: Words stricken are deletions; words underlined are additions.
1414	1414	hb0779-00
1415	1415	Page 39 of 110
1416	1416	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
1417	1417
1418	1418
1419	1419
1420	1420	18 months before such transaction or, in the case of a 951
1421	1421	reorganization or merger in which parties to the reorganization 952
1422	1422	or merger had such audited balance sheet, a pro forma balance 953
1423	1423	sheet. 954
1424	1424	(21) The offer or sale of a security by an issuer 955
1425	1425	conducted in accordance with s. 517.0611. 956
1426	1426	(22) The offer or sale of securities, solely in connection 957
1427	1427	with the transfer of ownership of an eligible privately held 958
1428	1428	company, through a merger and acquisition broker in accordance 959
1429	1429	with s. 517.12(21) s. 517.12(22). 960
1430	1430	(23) The offer or sale, by or on behalf of an issuer, of 961
1431	1431	the issuer's own securities, which offer or sale is part of an 962
1432	1432	offering made in accordance with all of the followi ng 963
1433	1433	conditions: 964
1434	1434	(a) Sales of securities are made only to persons who are 965
1435	1435	or who the issuer reasonably believes are accredited investors. 966
1436	1436	(b) An issuer that is in the development stage must have a 967
1437	1437	specific business plan or purpose, and such purpose or bu siness 968
1438	1438	plan may not be to engage in a merger or acquisition with an 969
1439	1439	unidentified company, or other entity or person. 970
1440	1440	(c) The issuer reasonably believes that all purchasers are 971
1441	1441	purchasing for investment and not with a view to resell in 972
1442	1442	connection with a distribution of a security. Any resale of a 973
1443	1443	security sold in reliance on this exemption within 12 months 974
1444	1444	after a sale shall be presumed to be with a view to distribution 975
1445	1445
1446	1446	HB 779 2022
1447	1447
1448	1448
1449	1449
1450	1450	CODING: Words stricken are deletions; words underlined are additions.
1451	1451	hb0779-00
1452	1452	Page 40 of 110
1453	1453	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
1454	1454
1455	1455
1456	1456
1457	1457	and not for investment, except a resale under a registration 976
1458	1458	effective under this chapt er or the Securities Act of 1933 or 977
1459	1459	under an exemption available under this chapter, the Securities 978
1460	1460	Act of 1933, or the rules and regulations adopted thereunder. 979
1461	1461	(d) Neither the issuer, nor any beneficial owner of 10 980
1462	1462	percent or more of any class of the s ecurity's equity 981
1463	1463	securities; any affiliated issuer; any of the issuer's 982
1464	1464	predecessors, directors, officers, or general partners; any of 983
1465	1465	the issuer's promoters presently connected with the issuer in 984
1466	1466	any capacity; or any underwriter of the securities to be of fered 985
1467	1467	or any partner, director, or officer of such underwriter: 986
1468	1468	1. Has, within the last 5 years, filed a registration 987
1469	1469	statement that is the subject of a currently effective 988
1470	1470	registration stop-order entered by a state securities 989
1471	1471	administrator or the Securi ties and Exchange Commission; 990
1472	1472	2. Has, within the last 5 years, been convicted of a 991
1473	1473	criminal offense in connection with the offer, purchase, or sale 992
1474	1474	of a security or involving fraud or deceit; 993
1475	1475	3. Is currently subject to a state or federal 994
1476	1476	administrative enforcement order or judgment entered within the 995
1477	1477	last 5 years finding fraud or deceit in connection with the 996
1478	1478	purchase or sale of a security; or 997
1479	1479	4. Is currently subject to an order, judgment, or decree 998
1480	1480	of a court of competent jurisdiction entered within the last 5 999
1481	1481	years temporarily, preliminarily, or permanently restraining or 1000
1482	1482
1483	1483	HB 779 2022
1484	1484
1485	1485
1486	1486
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1490	1490	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
1491	1491
1492	1492
1493	1493
1494	1494	enjoining such party from engaging in or continuing to engage in 1001
1495	1495	a conduct or practice involving fraud or deceit in connection 1002
1496	1496	with the purchase or sale of a security. 1003
1497	1497	(e) A general announcement of the proposed offering may be 1004
1498	1498	made by any means and must include all of the following 1005
1499	1499	information: 1006
1500	1500	1. The name, address, and telephone number of the issuer 1007
1501	1501	of the securities. 1008
1502	1502	2. The name, a brief description, and the price, if known, 1009
1503	1503	of any security to be issued. 1010
1504	1504	3. A brief description of the business of the issuer in 25 1011
1505	1505	words or fewer. 1012
1506	1506	4. The type, number, and aggregate amount of securities 1013
1507	1507	offered. 1014
1508	1508	5. The name, address, and telephone number of the person 1015
1509	1509	to contact for additional information. 1016
1510	1510	6. A statement that: 1017
1511	1511	a. Sales will be made only to accredited investors. 1018
1512	1512	b. No money or other consideration is being solicited or 1019
1513	1513	will be accepted by way of this general announcement. 1020
1514	1514	c. The securities have not been registered with or 1021
1515	1515	approved by any state securities agency or the Securities and 1022
1516	1516	Exchange Commission and are being offered and sold under an 1023
1517	1517	exemption from registration. 1024
1518	1518	(f) The issuer, in connection with an offer, may provide 1025
1519	1519
1520	1520	HB 779 2022
1521	1521
1522	1522
1523	1523
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1527	1527	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
1528	1528
1529	1529
1530	1530
1531	1531	information in addition to the genera l announcement under 1026
1532	1532	paragraph (e) if such information is delivered: 1027
1533	1533	1. Electronically to persons who have been prequalified as 1028
1534	1534	accredited investors; or 1029
1535	1535	2. After the issuer reasonably believes that the 1030
1536	1536	prospective investor is an accredited investor. 1031
1537	1537	(g) Telephone solicitation is not authorized unless, 1032
1538	1538	before placing the call, the issuer reasonably believes that the 1033
1539	1539	prospective investor to be solicited is an accredited investor. 1034
1540	1540	(h) Dissemination of the general announcement of the 1035
1541	1541	proposed offering to persons who are not accredited investors 1036
1542	1542	does not disqualify the issuer from claiming the exemption under 1037
1543	1543	this subsection. 1038
1544	1544	(i) The issuer shall file with the office, within 15 days 1039
1545	1545	after the first sale in this state, a notice of transaction on a 1040
1546	1546	form prescribed by commission rule, a consent to service of 1041
1547	1547	process similar to that provided in s. 517.101, and a copy of 1042
1548	1548	the general announcement. The commission may establish by rule 1043
1549	1549	procedures for filing documents by electronic means. 1044
1550	1550	Section 3. Section 5 17.0611, Florida Statutes, is amended 1045
1551	1551	to read: 1046
1552	1552	517.0611 Intrastate crowdfunding. — 1047
1553	1553	(1) This section may be cited as the "Florida Intrastate 1048
1554	1554	Crowdfunding Exemption." 1049
1555	1555	(2) As used in this section, the term "target offering 1050
1556	1556
1557	1557	HB 779 2022
1558	1558
1559	1559
1560	1560
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1564	1564	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
1565	1565
1566	1566
1567	1567
1568	1568	amount" means the minimum amoun t of funds required to accomplish 1051
1569	1569	the stated purpose for the use of proceeds as specified in the 1052
1570	1570	disclosure statement. 1053
1571	1571	(3)(2) Notwithstanding any other provision of this 1054
1572	1572	chapter, an offer or sale of a security by an issuer is an 1055
1573	1573	exempt transaction under s. 517.061 if the offer or sale is 1056
1574	1574	conducted in accordance with this section. The exemption 1057
1575	1575	provided in this section may not be used in conjunction with any 1058
1576	1576	other exemption under s. 517.051 or s. 517.061. 1059
1577	1577	(4)(3) The offer or sale of securities under this section 1060
1578	1578	must be conducted in accordance with the requirements of the 1061
1579	1579	federal exemption for intrastate offerings in : 1062
1580	1580	(a) Section 3(a)(11) s. 3(a)(11) of the Securities Act of 1063
1581	1581	1933, 15 U.S.C. s. 77c(a)(11), and United States Securities and 1064
1582	1582	Exchange Commission Rule 147, 17 C.F.R. s. 230.147, adopted 1065
1583	1583	pursuant to the Securities Act of 1933 ; or 1066
1584	1584	(b) United States Securities and Exchange Commission Rule 1067
1585	1585	147A, 17 C.F.R. s. 230.147A . 1068
1586	1586	(5)(4) An issuer must: 1069
1587	1587	(a) Be a for-profit business entity formed and under the 1070
1588	1588	laws of the state, be registered with the Secretary of State, 1071
1589	1589	maintain its principal place of business in the state , and 1072
1590	1590	derive its revenues primarily from operations in the state . 1073
1591	1591	(b) Conduct transactions for the offering through a dealer 1074
1592	1592	registered with the office or an intermediary registered under 1075
1593	1593
1594	1594	HB 779 2022
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1596	1596
1597	1597
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1599	1599	hb0779-00
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1601	1601	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
1602	1602
1603	1603
1604	1604
1605	1605	s. 517.12(19) s. 517.12(20). 1076
1606	1606	(c) Not be, either before or as a result of the offering, 1077
1607	1607	an investment company as defined in s. 3 of the Investment 1078
1608	1608	Company Act of 1940, 15 U.S.C. s. 80a -3, or subject to the 1079
1609	1609	reporting requirements of s. 13 or s. 15(d) of the Securities 1080
1610	1610	Exchange Act of 1934, 15 U.S.C. s. 78m or s. 78o(d). 1081
1611	1611	(d) Not be a company with an undefined business operation, 1082
1612	1612	a company that lacks a business plan, a company that lacks a 1083
1613	1613	stated investment goal for the funds being raised, or a company 1084
1614	1614	that plans to engage in a merger or acquisition with an 1085
1615	1615	unspecified business entity. 1086
1616	1616	(e) Not be subject to a disqualification established by 1087
1617	1617	the commission or office or a disqualification described in s. 1088
1618	1618	517.1611 or United States Securities and Exchange Commission 1089
1619	1619	Rule 506(d), 17 C.F.R. 230.506(d), adopted pursuant to the 1090
1620	1620	Securities Act of 1933. Each director, officer, person occupying 1091
1621	1621	a similar status or performing a similar function, or person 1092
1622	1622	holding more than 20 percent of the shares of the issuer, is 1093
1623	1623	subject to this requirement. 1094
1624	1624	(f) Through an escrow agreement or trust account 1095
1625	1625	arrangement entered into with an independent third party, cause 1096
1626	1626	all funds received from investors to be deposited in a federa lly 1097
1627	1627	insured account for benefit of the investors, and maintain all 1098
1628	1628	of such funds in the account until such time as either the 1099
1629	1629	target offering amount has been reached, the offering has been 1100
1630	1630
1631	1631	HB 779 2022
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1633	1633
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1638	1638	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
1639	1639
1640	1640
1641	1641
1642	1642	terminated, or the offering has expired. All funds shall be used 1101
1643	1643	in accordance with the uses of proceeds represented to 1102
1644	1644	prospective investors. 1103
1645	1645	(g) Provide written notice, before any sale made under 1104
1646	1646	this section, that any such sale is voidable as described in 1105
1647	1647	subsection (11). 1106
1648	1648	(h) Before the use of investor funds, deter mine whether 1107
1649	1649	the target offering amount has been reached. If the target 1108
1650	1650	offering amount was not reached by the offering deadline, cancel 1109
1651	1651	all commitments to invest and issue refunds within 30 days to 1110
1652	1652	all investors in this offering. 1111
1653	1653	(f) Execute an escrow a greement with a federally insured 1112
1654	1654	financial institution authorized to do business in the state for 1113
1655	1655	the deposit of investor funds, and ensure that all offering 1114
1656	1656	proceeds are provided to the issuer only when the aggregate 1115
1657	1657	capital raised from all investors is equal to or greater than 1116
1658	1658	the target offering amount. 1117
1659	1659	(g) Allow investors to cancel a commitment to invest 1118
1660	1660	within 3 business days before the offering deadline, as stated 1119
1661	1661	in the disclosure statement, and issue refunds to all investors 1120
1662	1662	if the target offerin g amount is not reached by the offering 1121
1663	1663	deadline. 1122
1664	1664	(6)(5) The issuer must file a notice of the offering with 1123
1665	1665	the office, in writing or in electronic form, in a format 1124
1666	1666	prescribed by commission rule, together with a nonrefundable 1125
1667	1667
1668	1668	HB 779 2022
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1675	1675	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
1676	1676
1677	1677
1678	1678
1679	1679	filing fee of $200. The fil ing fee shall be deposited into the 1126
1680	1680	Regulatory Trust Fund of the office. The commission may adopt 1127
1681	1681	rules establishing procedures for the deposit of fees and the 1128
1682	1682	filing of documents by electronic means if the procedures 1129
1683	1683	provide the office with the informatio n and data required by 1130
1684	1684	this section. A notice is effective upon receipt, by the office, 1131
1685	1685	of the completed form, filing fee, and an irrevocable written 1132
1686	1686	consent to service of civil process, similar to that provided 1133
1687	1687	for in s. 517.101. The notice may be termina ted by filing with 1134
1688	1688	the office a notice of termination. The notice and offering 1135
1689	1689	expire 12 months after filing the notice with the office and are 1136
1690	1690	not eligible for renewal. The notice must: 1137
1691	1691	(a) Be filed with the office at least 10 days before the 1138
1692	1692	issuer commences an offering of securities or the offering is 1139
1693	1693	displayed on a website of an intermediary in reliance upon the 1140
1694	1694	exemption provided by this section. 1141
1695	1695	(b) Indicate that the issuer is conducting an offering in 1142
1696	1696	reliance upon the exemption provided by this section. 1143
1697	1697	(c) Contain the name and contact information of the 1144
1698	1698	issuer. 1145
1699	1699	(d) Identify any predecessors, owners, officers, 1146
1700	1700	directors, and control persons or any person occupying a similar 1147
1701	1701	status or performing a similar function of the issuer, including 1148
1702	1702	that person's: 1149
1703	1703	1. Title., his or her 1150
1704	1704
1705	1705	HB 779 2022
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1712	1712	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
1713	1713
1714	1714
1715	1715
1716	1716	2. Status as a partner, trustee, or sole proprietor, or in 1151
1717	1717	a similar role., and his or her 1152
1718	1718	3. Ownership percentage. 1153
1719	1719	(e) Identify the federally insured financial institution, 1154
1720	1720	authorized to do business in the state, in which investor funds 1155
1721	1721	will be deposited, in accordance with the escrow agreement. 1156
1722	1722	(e)(f) Require an attestation under oath that the issuer, 1157
1723	1723	its predecessors, affiliated issuers, directors, officers, and 1158
1724	1724	control persons, or any other person occupying a similar status 1159
1725	1725	or performing a similar function, are not currently and have not 1160
1726	1726	been within the past 10 years the subject of regulatory or 1161
1727	1727	criminal actions involving fraud or deceit. 1162
1728	1728	(f)(g) Include documentation verifying that the issuer is 1163
1729	1729	organized under the laws of the state and authorized to do 1164
1730	1730	business in the state. 1165
1731	1731	(g)(h) Include the intermediary's website address where 1166
1732	1732	the issuer's securities will be offered. 1167
1733	1733	(h)(i) Include the target offering amount. 1168
1734	1734	(7)(6) The issuer must amend the notice f orm within 30 1169
1735	1735	days after any information contained in the notice becomes 1170
1736	1736	inaccurate for any reason. The commission may require, by rule, 1171
1737	1737	an issuer who has filed a notice under this section to file 1172
1738	1738	amendments with the office. 1173
1739	1739	(8)(7) The issuer must provid e to prospective investors 1174
1740	1740	and the dealer or intermediary, along with a copy to the office 1175
1741	1741
1742	1742	HB 779 2022
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1744	1744
1745	1745
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1749	1749	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
1750	1750
1751	1751
1752	1752
1753	1753	at the time that the notice is filed, and make available to 1176
1754	1754	prospective potential investors through the dealer or 1177
1755	1755	intermediary, a disclosure statement containing mat erial 1178
1756	1756	information about the issuer and the offering, including: 1179
1757	1757	(a) The name, legal status, physical address, and website 1180
1758	1758	address of the issuer. 1181
1759	1759	(b) The names of the directors, officers, and any person 1182
1760	1760	occupying a similar status or performing a similar function, and 1183
1761	1761	the name of each person holding more than 20 percent of the 1184
1762	1762	shares or interests of the issuer. 1185
1763	1763	(c) A description of the business of the issuer and the 1186
1764	1764	anticipated business plan of the issuer. 1187
1765	1765	(d) A description of the stated purpose and i ntended use 1188
1766	1766	of the proceeds of the offering. 1189
1767	1767	(e) The target offering amount, the deadline to reach the 1190
1768	1768	target offering amount, the frequency with which and regular 1191
1769	1769	updates regarding the progress of the issuer in meeting the 1192
1770	1770	target offering amount are to be provided to investors and 1193
1771	1771	prospective investors, and the manner in which such updates are 1194
1772	1772	to be provided. 1195
1773	1773	(f) The price to the public of the securities or the 1196
1774	1774	method for determining the price. However, before the sale, each 1197
1775	1775	investor must receive in wr iting the final price and all 1198
1776	1776	required disclosures and have an opportunity to rescind the 1199
1777	1777	commitment to purchase the securities . 1200
1778	1778
1779	1779	HB 779 2022
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1786	1786	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
1787	1787
1788	1788
1789	1789
1790	1790	(g) A description of the ownership and capital structure 1201
1791	1791	of the issuer, including: 1202
1792	1792	1. Terms of the securities being offered and each class of 1203
1793	1793	security of the issuer, including how those terms may be 1204
1794	1794	modified, and a summary of the differences between such 1205
1795	1795	securities, including how the rights of the securities being 1206
1796	1796	offered may be materially limited, diluted, or qualified by 1207
1797	1797	rights of any other class of security of the issuer. 1208
1798	1798	2. A description of how the exercise of the rights held by 1209
1799	1799	the control persons principal shareholders of the issuer could 1210
1800	1800	negatively impact the purchasers of the securities being 1211
1801	1801	offered. 1212
1802	1802	3. The name and ownership level of each existing 1213
1803	1803	shareholder or member who owns more than 20 percent of any class 1214
1804	1804	of the securities of the issuer. 1215
1805	1805	4. How the securities being offered are being valued, and 1216
1806	1806	examples of methods of how such securities may b e valued by the 1217
1807	1807	issuer in the future, including during subsequent corporate 1218
1808	1808	actions. 1219
1809	1809	5. The risks to purchasers of the securities relating to 1220
1810	1810	minority ownership in the issuer, the risks associated with 1221
1811	1811	corporate action, including additional issuances of securities 1222
1812	1812	shares, a sale of the issuer or of assets of the issuer, or 1223
1813	1813	transactions with related parties. 1224
1814	1814	(h) A description of the financial condition of the 1225
1815	1815
1816	1816	HB 779 2022
1817	1817
1818	1818
1819	1819
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1823	1823	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
1824	1824
1825	1825
1826	1826
1827	1827	issuer. 1226
1828	1828	1. For offerings that, in combination with all other 1227
1829	1829	offerings of the issuer within th e preceding 12-month period, 1228
1830	1830	have combined total target offering amounts of less than 1229
1831	1831	$50,000, the description must state the amount of revenue 1230
1832	1832	received to date. 1231
1833	1833	2.1. For offerings that, in combination with all other 1232
1834	1834	offerings of the issuer within the pr eceding 12-month period, 1233
1835	1835	have combined total target offering amounts between $50,000 and 1234
1836	1836	$500,000 of $100,000 or less, the description must include the 1235
1837	1837	most recent income tax return filed by the issuer, if any, and a 1236
1838	1838	financial statement that must be certif ied by the principal 1237
1839	1839	executive officer of the issuer as true and complete in all 1238
1840	1840	material respects. 1239
1841	1841	3.2. For offerings that, in combination with all other 1240
1842	1842	offerings of the issuer within the preceding 12 -month period, 1241
1843	1843	have combined total target offering amounts of more than 1242
1844	1844	$500,000 $100,000, but not more than $1 million $500,000, the 1243
1845	1845	description must include financial statements prepared in 1244
1846	1846	accordance with generally accepted accounting principles and 1245
1847	1847	reviewed by a certified public accountant, as defined i n s. 1246
1848	1848	473.302, who is independent of the issuer, using professional 1247
1849	1849	standards and procedures for such review or standards and 1248
1850	1850	procedures established by the office, by rule, for such purpose. 1249
1851	1851	4.3. For offerings that, in combination with all other 1250
1852	1852
1853	1853	HB 779 2022
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1855	1855
1856	1856
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1860	1860	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
1861	1861
1862	1862
1863	1863
1864	1864	offerings of the issuer within the preceding 12 -month period, 1251
1865	1865	have combined total target offering amounts of more than $1 1252
1866	1866	million $500,000, the description must include audited financial 1253
1867	1867	statements prepared in accordance with generally accepted 1254
1868	1868	accounting principle s by a certified public accountant, as 1255
1869	1869	defined in s. 473.302, who is independent of the issuer, and 1256
1870	1870	other requirements as the commission may establish by rule. 1257
1871	1871	1258
1872	1872	As used in this paragraph, the term "financial statement" 1259
1873	1873	includes, but is not limited to, bala nce sheets, income 1260
1874	1874	statements, and cash -flow statements dated no earlier than 90 1261
1875	1875	days before the offering. 1262
1876	1876	(i) The following statement in boldface, conspicuous type 1263
1877	1877	on the front page of the disclosure statement: 1264
1878	1878	1265
1879	1879	These securities are offered under, and w ill be sold in reliance 1266
1880	1880	upon, an exemption from the registration requirements of federal 1267
1881	1881	and Florida securities laws. Consequently, neither the Federal 1268
1882	1882	Government nor the State of Florida has reviewed the accuracy or 1269
1883	1883	completeness of any offering materials. In making an investment 1270
1884	1884	decision, investors must rely on their own examination of the 1271
1885	1885	issuer and the terms of the offering, including the merits and 1272
1886	1886	risks involved. These securities are subject to restrictions on 1273
1887	1887	transferability and resale and may not be transferred or resold 1274
1888	1888	except as specifically authorized by applicable federal and 1275
1889	1889
1890	1890	HB 779 2022
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1892	1892
1893	1893
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1897	1897	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
1898	1898
1899	1899
1900	1900
1901	1901	state securities laws. Investing in these securities involves a 1276
1902	1902	speculative risk, and investors should be able to bear the loss 1277
1903	1903	of their entire investment. 1278
1904	1904	1279
1905	1905	(9) Upon completion of the offering or expiration of the 1280
1906	1906	notice required by subsection (6), the issuer must provide the 1281
1907	1907	office with a report of sale and use of proceeds on a form 1282
1908	1908	prescribed by commission rule. The commission may establish, by 1283
1909	1909	rule, procedures for f iling documents by electronic means. The 1284
1910	1910	report of sale and use of proceeds must include, at a minimum, 1285
1911	1911	the name of any underwriter, if any, the date the offering 1286
1912	1912	commenced, the date the offering was completed, the total amount 1287
1913	1913	of securities sold, the tota l amount received from the public 1288
1914	1914	from the commencement of the offering to date, and the total 1289
1915	1915	number of investors that participated in the offering. 1290
1916	1916	(8) The issuer shall provide to the office a copy of the 1291
1917	1917	escrow agreement with a financial institution a uthorized to 1292
1918	1918	conduct business in this state. All investor funds must be 1293
1919	1919	deposited in the escrow account. The escrow agreement must 1294
1920	1920	require that all offering proceeds be released to the issuer 1295
1921	1921	only when the aggregate capital raised from all investors is 1296
1922	1922	equal to or greater than the minimum target offering amount 1297
1923	1923	specified in the disclosure statement as necessary to implement 1298
1924	1924	the business plan, and that all investors will receive a full 1299
1925	1925	return of their investment commitment if that target offering 1300
1926	1926
1927	1927	HB 779 2022
1928	1928
1929	1929
1930	1930
1931	1931	CODING: Words stricken are deletions; words underlined are additions.
1932	1932	hb0779-00
1933	1933	Page 53 of 110
1934	1934	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
1935	1935
1936	1936
1937	1937
1938	1938	amount is not raised by the date stated in the disclosure 1301
1939	1939	statement. 1302
1940	1940	(10)(9) The sum of all cash and other consideration 1303
1941	1941	received for sales of a security under this section may not 1304
1942	1942	exceed $5 $1 million, less the aggregate amount received for all 1305
1943	1943	sales of securities by the issuer within the 12 months preceding 1306
1944	1944	the first offer or sale made in reliance upon this exemption. 1307
1945	1945	Offers or sales to a person owning 20 percent or more of the 1308
1946	1946	outstanding equity ownership shares of any class or classes of 1309
1947	1947	securities or to an offi cer, director, partner, limited 1310
1948	1948	liability company manager or managing member, or trustee, or a 1311
1949	1949	person occupying a similar status, do not count toward this 1312
1950	1950	limitation. 1313
1951	1951	(11) Any sale made under this section is voidable by the 1314
1952	1952	purchaser within 3 business da ys after the first tender of 1315
1953	1953	consideration is made by such purchaser to the issuer, an agent 1316
1954	1954	of the issuer, or an escrow agent, or within 3 business days 1317
1955	1955	after the availability of this privilege is provided in writing 1318
1956	1956	to such purchaser, whichever occurs la ter. 1319
1957	1957	(12)(10) Unless the investor is an accredited investor as 1320
1958	1958	defined by Rule 501 of Regulation D, adopted pursuant to the 1321
1959	1959	Securities Act of 1933 , the aggregate amount sold by an issuer 1322
1960	1960	to an investor in transactions exempt from registration 1323
1961	1961	requirements under this subsection in a 12 -month period may not 1324
1962	1962	exceed: 1325
1963	1963
1964	1964	HB 779 2022
1965	1965
1966	1966
1967	1967
1968	1968	CODING: Words stricken are deletions; words underlined are additions.
1969	1969	hb0779-00
1970	1970	Page 54 of 110
1971	1971	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
1972	1972
1973	1973
1974	1974
1975	1975	(a) The greater of $2,000 or 5 percent of the annual 1326
1976	1976	income or net worth of such investor, if the annual income or 1327
1977	1977	the net worth of the investor is less than $100,000. 1328
1978	1978	(b) Ten percent of the annual income or net worth of such 1329
1979	1979	investor, not to exceed a maximum aggregate amount sold of 1330
1980	1980	$100,000, if either the annual income or net worth of the 1331
1981	1981	investor is equal to or exceeds $100,000. 1332
1982	1982	(13)(11) The issuer shall file with the office and provide 1333
1983	1983	to investors free of charge an annual report of the results of 1334
1984	1984	operations and financial statements of the issuer within 45 days 1335
1985	1985	after the end of its fiscal year, until no securities under this 1336
1986	1986	offering are outstanding. The annual reports must meet the 1337
1987	1987	following requirements: 1338
1988	1988	(a) Include an analysis by management of the issuer of the 1339
1989	1989	business operations and the financial condition of the issuer, 1340
1990	1990	and disclose the compensation received by each director, 1341
1991	1991	executive officer, and person having an ownership intere st of 20 1342
1992	1992	percent or more of the issuer, including cash compensation 1343
1993	1993	earned since the previous report and on an annual basis, and any 1344
1994	1994	bonuses, stock options, other rights to receive securities of 1345
1995	1995	the issuer, or any affiliate of the issuer, or other 1346
1996	1996	compensation received. 1347
1997	1997	(b) Disclose any material change to information contained 1348
1998	1998	in the disclosure statements which was not disclosed in a 1349
1999	1999	previous report. 1350
2000	2000
2001	2001	HB 779 2022
2002	2002
2003	2003
2004	2004
2005	2005	CODING: Words stricken are deletions; words underlined are additions.
2006	2006	hb0779-00
2007	2007	Page 55 of 110
2008	2008	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
2009	2009
2010	2010
2011	2011
2012	2012	(14)(12)(a) A notice-filing under this section shall be 1351
2013	2013	summarily suspended by the office if the payment for the filing 1352
2014	2014	is dishonored by the financial institution upon which the funds 1353
2015	2015	are drawn. For purposes of s. 120.60(6), failure to pay the 1354
2016	2016	required notice filing fee constitutes an immediate and serious 1355
2017	2017	danger to the public health, safety, and welfare. Th e office 1356
2018	2018	shall enter a final order revoking a notice -filing in which the 1357
2019	2019	payment for the filing is dishonored by the financial 1358
2020	2020	institution upon which the funds are drawn. 1359
2021	2021	(b) A notice-filing under this section shall be summarily 1360
2022	2022	suspended by the office i f the issuer made a material false 1361
2023	2023	statement in the issuer's notice -filing. The summary suspension 1362
2024	2024	shall remain in effect until a final order is entered by the 1363
2025	2025	office. For purposes of s. 120.60(6), a material false statement 1364
2026	2026	made in the issuer's notice -filing constitutes an immediate and 1365
2027	2027	serious danger to the public health, safety, and welfare. If an 1366
2028	2028	issuer made a material false statement in the issuer's notice -1367
2029	2029	filing, the office shall enter a final order revoking the 1368
2030	2030	notice-filing, issue a fine as prescrib ed by s. 517.221(3), and 1369
2031	2031	issue permanent bars under s. 517.221(4) to the issuer and all 1370
2032	2032	owners, officers, directors, and control persons, or any person 1371
2033	2033	occupying a similar status or performing a similar function of 1372
2034	2034	the issuer, including title; status as a partner, trustee, sole 1373
2035	2035	proprietor, or similar role; and ownership percentage. 1374
2036	2036	(15) In conducting an offering under this section, a 1375
2037	2037
2038	2038	HB 779 2022
2039	2039
2040	2040
2041	2041
2042	2042	CODING: Words stricken are deletions; words underlined are additions.
2043	2043	hb0779-00
2044	2044	Page 56 of 110
2045	2045	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
2046	2046
2047	2047
2048	2048
2049	2049	registered intermediary or dealer may use means of general 1376
2050	2050	solicitation or advertising if all communications limit the 1377
2051	2051	target audience of prospective investors to residents of this 1378
2052	2052	state. 1379
2053	2053	(16)(13) An intermediary must: 1380
2054	2054	(a) Take measures, as established by commission rule, to 1381
2055	2055	reduce the risk of fraud with respect to transactions, including 1382
2056	2056	verifying that the issuer is in compliance with the requirements 1383
2057	2057	of this section and, if necessary, denying an issuer access to 1384
2058	2058	its platform if the intermediary believes it is unable to 1385
2059	2059	adequately assess the risk of fraud of the issuer or its 1386
2060	2060	potential offering. 1387
2061	2061	(b) Provide basic infor mation on its website regarding the 1388
2062	2062	high risk of investment in and limitation on the resale of 1389
2063	2063	exempt securities and the potential for loss of an entire 1390
2064	2064	investment. The basic information must include: 1391
2065	2065	1. A description of the trust arrangement or escrow 1392
2066	2066	agreement that the issuer has executed and the conditions for 1393
2067	2067	release of such funds to the issuer in accordance with the 1394
2068	2068	agreement and subsection (5) (4). 1395
2069	2069	2. A description of whether financial information provided 1396
2070	2070	by the issuer has been audited by an inde pendent certified 1397
2071	2071	public accountant, as defined in s. 473.302. 1398
2072	2072	(c) Obtain a zip code or residence address from each 1399
2073	2073	prospective potential investor who seeks to view information 1400
2074	2074
2075	2075	HB 779 2022
2076	2076
2077	2077
2078	2078
2079	2079	CODING: Words stricken are deletions; words underlined are additions.
2080	2080	hb0779-00
2081	2081	Page 57 of 110
2082	2082	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
2083	2083
2084	2084
2085	2085
2086	2086	regarding specific investment opportunities, in order to confirm 1401
2087	2087	that the prospective potential investor is a resident of the 1402
2088	2088	state. 1403
2089	2089	(d) Obtain and verify a valid Florida driver license 1404
2090	2090	number or Florida identification card number from each investor 1405
2091	2091	before purchase of a security to confirm that the investor is a 1406
2092	2092	resident of the state. The commission may adopt rules 1407
2093	2093	authorizing additional forms of identification and prescribing 1408
2094	2094	the process for verifying any identification presented by the 1409
2095	2095	investor. 1410
2096	2096	(e) Obtain an affidavit from each investor stating that 1411
2097	2097	the investment being made by the investor is consistent with the 1412
2098	2098	income requirements of subsection (12) (10). 1413
2099	2099	(f) Direct the release of investor funds in escrow in 1414
2100	2100	accordance with subsection (4). 1415
2101	2101	(g) Direct investors to transmit funds directly to the 1416
2102	2102	financial institution desig nated in the escrow agreement to hold 1417
2103	2103	the funds for the benefit of the investor. 1418
2104	2104	(f)(h) Provide at least a quarterly monthly update to each 1419
2105	2105	investor and prospective investor for each offering, after the 1420
2106	2106	first full month after the date of the offering . The update must 1421
2107	2107	be accessible on the intermediary's website and must include 1422
2108	2108	display the date and amount of each sale of securities, and each 1423
2109	2109	cancellation of commitment to invest, in the previous quarter 1424
2110	2110	calendar month. 1425
2111	2111
2112	2112	HB 779 2022
2113	2113
2114	2114
2115	2115
2116	2116	CODING: Words stricken are deletions; words underlined are additions.
2117	2117	hb0779-00
2118	2118	Page 58 of 110
2119	2119	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
2120	2120
2121	2121
2122	2122
2123	2123	(g)(i) Require each investor to cert ify in writing, 1426
2124	2124	including as part of such certification each investor's his or 1427
2125	2125	her signature and his or her initials next to each paragraph of 1428
2126	2126	the certification, as follows: 1429
2127	2127	1430
2128	2128	I understand and acknowledge that: 1431
2129	2129	1432
2130	2130	I am investing in a high -risk, speculative bu siness venture. I 1433
2131	2131	may lose all of my investment, and I can afford the loss of my 1434
2132	2132	investment. 1435
2133	2133	1436
2134	2134	This offering has not been reviewed or approved by any state or 1437
2135	2135	federal securities commission or other regulatory authority and 1438
2136	2136	no regulatory authority has confir med the accuracy or determined 1439
2137	2137	the adequacy of any disclosure made to me relating to this 1440
2138	2138	offering. 1441
2139	2139	1442
2140	2140	The securities I am acquiring in this offering are illiquid and 1443
2141	2141	are subject to possible dilution. There is no ready market for 1444
2142	2142	the sale of the securities. It may be difficult or impossible 1445
2143	2143	for me to sell or otherwise dispose of the securities, and I may 1446
2144	2144	be required to hold the securities indefinitely. 1447
2145	2145	1448
2146	2146	I may be subject to tax on my share of the taxable income and 1449
2147	2147	losses of the issuer, whether or not I have s old or otherwise 1450
2148	2148
2149	2149	HB 779 2022
2150	2150
2151	2151
2152	2152
2153	2153	CODING: Words stricken are deletions; words underlined are additions.
2154	2154	hb0779-00
2155	2155	Page 59 of 110
2156	2156	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
2157	2157
2158	2158
2159	2159
2160	2160	disposed of my investment or received any dividends or other 1451
2161	2161	distributions from the issuer. 1452
2162	2162	1453
2163	2163	By entering into this transaction with the issuer, I am 1454
2164	2164	affirmatively representing myself as being a Florida resident at 1455
2165	2165	the time this contract is formed, and if this representation is 1456
2166	2166	subsequently shown to be false, the contract is void . 1457
2167	2167	1458
2168	2168	If I must not resell any of the securities I am acquiring in 1459
2169	2169	this offering to a person that is not a Florida resident within 1460
2170	2170	6 9 months after the date closing of the offering, my contract 1461
2171	2171	with the issuer for the purchase of the these securities is 1462
2172	2172	void. 1463
2173	2173	1464
2174	2174	(h)(j) Require each investor to answer questions 1465
2175	2175	demonstrating an understanding of the level of risk generally 1466
2176	2176	applicable to investments in startups, emerging bu sinesses, and 1467
2177	2177	small issuers, and an understanding of the risk of illiquidity. 1468
2178	2178	(i)(k) Take reasonable steps to protect personal 1469
2179	2179	information collected from investors, as required by s. 501.171. 1470
2180	2180	(l) Prohibit its directors and officers from having any 1471
2181	2181	financial interest in the issuer using its services. 1472
2182	2182	(j)(m) Implement written policies and procedures that are 1473
2183	2183	reasonably designed to achieve compliance with federal and state 1474
2184	2184	securities laws; comply with the anti -money laundering 1475
2185	2185
2186	2186	HB 779 2022
2187	2187
2188	2188
2189	2189
2190	2190	CODING: Words stricken are deletions; words underlined are additions.
2191	2191	hb0779-00
2192	2192	Page 60 of 110
2193	2193	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
2194	2194
2195	2195
2196	2196
2197	2197	requirements of 31 C.F.R. chapter X applicable to registered 1476
2198	2198	brokers; and comply with the privacy requirements of 17 C.F.R. 1477
2199	2199	part 248 relating to brokers. 1478
2200	2200	(17)(14) An intermediary not registered as a dealer under 1479
2201	2201	s. 517.12(5) s. 517.12(6) may not: 1480
2202	2202	(a) Offer investment advice or recommendations. A refusal 1481
2203	2203	by an intermediary to post an offering that it deems not 1482
2204	2204	credible or that represents a potential for fraud may not be 1483
2205	2205	construed as an offer of investment advice or recommendation. 1484
2206	2206	(b) Solicit purchases, sales, or offers to buy securities 1485
2207	2207	offered or displayed on its website. 1486
2208	2208	(c) Compensate employees, agents, or other persons for the 1487
2209	2209	solicitation of, or based on the sale of, securities offered or 1488
2210	2210	displayed on its website. 1489
2211	2211	(d) Hold, manage, possess, or otherwise handle investor 1490
2212	2212	funds or securities. 1491
2213	2213	(e) Compensate promoters, finders, or lead generators for 1492
2214	2214	providing the intermediary with the personal identifying 1493
2215	2215	information of any prospective potential investor. 1494
2216	2216	(f) Engage in any other activities set forth by commission 1495
2217	2217	rule. 1496
2218	2218	(18) At any time before the offering of a security in 1497
2219	2219	accordance with this section, an issuer or a person authorized 1498
2220	2220	to act on behalf of an issuer may communicate orally or in 1499
2221	2221	writing with prospective investors to determine whether there is 1500
2222	2222
2223	2223	HB 779 2022
2224	2224
2225	2225
2226	2226
2227	2227	CODING: Words stricken are deletions; words underlined are additions.
2228	2228	hb0779-00
2229	2229	Page 61 of 110
2230	2230	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
2231	2231
2232	2232
2233	2233
2234	2234	any interest in a contemplated securities offering. Such 1501
2235	2235	communications are deemed to be an offer of a security for sale 1502
2236	2236	for purposes of ss. 517.301, 517.311, and 517.312. No 1503
2237	2237	solicitation or acceptance of money or other consideration, nor 1504
2238	2238	of any commitment, binding or otherwise, from any person is 1505
2239	2239	permitted until the offering is notice -filed in accordance with 1506
2240	2240	this section. 1507
2241	2241	(a) The communications must state that: 1508
2242	2242	1. No money or other consideration is being solicited and, 1509
2243	2243	if sent in response, will not be accepted. 1510
2244	2244	2. No offer to buy the securities can be accepted and no 1511
2245	2245	part of the purchase price can be received until the offering is 1512
2246	2246	notice-filed in accordance with this section, and any such offer 1513
2247	2247	may be withdrawn or revoked, without obligation or commitment of 1514
2248	2248	any kind, at any time before notice of its acceptance given 1515
2249	2249	after the notice-filed date. 1516
2250	2250	3. A person's indication of interest involves no 1517
2251	2251	obligation or commitment of any kind. 1518
2252	2252	(b) Any written communication under this section may 1519
2253	2253	include a means by which a person may indicate to the issuer 1520
2254	2254	that the person is interested in a potential offering. The 1521
2255	2255	issuer may require the name, address, telephone number, or e -1522
2256	2256	mail address in any response form included under to this 1523
2257	2257	paragraph. 1524
2258	2258	(15) All funds received from in vestors must be directed to 1525
2259	2259
2260	2260	HB 779 2022
2261	2261
2262	2262
2263	2263
2264	2264	CODING: Words stricken are deletions; words underlined are additions.
2265	2265	hb0779-00
2266	2266	Page 62 of 110
2267	2267	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
2268	2268
2269	2269
2270	2270
2271	2271	the financial institution designated in the escrow agreement to 1526
2272	2272	hold the funds and must be used in accordance with 1527
2273	2273	representations made to investors by the intermediary. If an 1528
2274	2274	investor cancels a commitment to invest, the interme diary must 1529
2275	2275	direct the financial institution designated to hold the funds to 1530
2276	2276	promptly refund the funds of the investor. 1531
2277	2277	Section 4. Paragraph (d) of subsection (3) of section 1532
2278	2278	517.072, Florida Statutes, is amended, and subsection (4) is 1533
2279	2279	added to that section, to read: 1534
2280	2280	517.072 Viatical settlement investments. — 1535
2281	2281	(3) The registration provisions of ss. 517.07 and 517.12 1536
2282	2282	do not apply to any of the following transactions in viatical 1537
2283	2283	settlement investments; however, such transactions in viatical 1538
2284	2284	settlement investments are subject to the provisions of ss. 1539
2285	2285	517.301, 517.311, and 517.312: 1540
2286	2286	(d) The transfer or assignment of a viaticated policy to a 1541
2287	2287	bank, trust company, savings institution, insurance company, 1542
2288	2288	dealer, investment company as defined in the Investment C ompany 1543
2289	2289	Act of 1940, pension or profit -sharing trust, or qualified 1544
2290	2290	institutional buyer as defined in United States Securities and 1545
2291	2291	Exchange Commission Rule 144A, 17 C.F.R. s. 230.144A(a), or to 1546
2292	2292	an accredited investor as defined by Rule 501 of Regulation D of 1547
2293	2293	the Securities Act Rules , provided such transfer or assignment 1548
2294	2294	is not for the direct or indirect promotion of any scheme or 1549
2295	2295	enterprise with the intent of violating or evading any provision 1550
2296	2296
2297	2297	HB 779 2022
2298	2298
2299	2299
2300	2300
2301	2301	CODING: Words stricken are deletions; words underlined are additions.
2302	2302	hb0779-00
2303	2303	Page 63 of 110
2304	2304	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
2305	2305
2306	2306
2307	2307
2308	2308	of this chapter. 1551
2309	2309	(4) The commission may by rule establish requir ements and 1552
2310	2310	standards for: 1553
2311	2311	(a) Disclosures to purchasers of viatical settlement 1554
2312	2312	investments. 1555
2313	2313	(b) Recordkeeping requirements for sellers of viatical 1556
2314	2314	settlement investments. 1557
2315	2315	Section 5. Section 517.081, Florida Statutes, is amended 1558
2316	2316	to read: 1559
2317	2317	517.081 Registration procedure. — 1560
2318	2318	(1) All securities required by this chapter to be 1561
2319	2319	registered before being sold in this state and not entitled to 1562
2320	2320	registration by notification shall be registered in the manner 1563
2321	2321	provided by this section. 1564
2322	2322	(2) The office shall recei ve and act upon applications to 1565
2323	2323	have securities registered, and the commission may prescribe 1566
2324	2324	forms on which it may require such applications to be submitted. 1567
2325	2325	Applications shall be duly signed by the applicant, sworn to by 1568
2326	2326	any person having knowledge of the facts, and filed with the 1569
2327	2327	office. The commission may establish, by rule, procedures for 1570
2328	2328	depositing fees and filing documents by electronic means 1571
2329	2329	provided such procedures provide the office with the information 1572
2330	2330	and data required by this section. An applica tion may be made 1573
2331	2331	either by the issuer of the securities for which registration is 1574
2332	2332	applied or by any registered dealer desiring to sell the same 1575
2333	2333
2334	2334	HB 779 2022
2335	2335
2336	2336
2337	2337
2338	2338	CODING: Words stricken are deletions; words underlined are additions.
2339	2339	hb0779-00
2340	2340	Page 64 of 110
2341	2341	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
2342	2342
2343	2343
2344	2344
2345	2345	within the state. 1576
2346	2346	(3) The office may require the applicant to submit to the 1577
2347	2347	office the following information c oncerning the issuer and such 1578
2348	2348	other relevant information as the office may in its judgment 1579
2349	2349	deem necessary to enable it to ascertain whether such securities 1580
2350	2350	shall be registered pursuant to the provisions of this section: 1581
2351	2351	(a) The names and addresses of : 1582
2352	2352	1. The directors, trustees, and officers , if the issuer is 1583
2353	2353	be a corporation, association, or trust .; of 1584
2354	2354	2. All the managers or managing members if the issuer is a 1585
2355	2355	limited liability company. 1586
2356	2356	3. All the partners, if the issuer is be a partnership.; 1587
2357	2357	or of 1588
2358	2358	4. The issuer, if the issuer is a sole proprietorship or 1589
2359	2359	natural person be an individual. 1590
2360	2360	(b) The location of the issuer's principal business office 1591
2361	2361	and of its principal office in this state, if any. 1592
2362	2362	(c) The general character of the business actuall y to be 1593
2363	2363	transacted by the issuer and the purposes of the proposed issue. 1594
2364	2364	(d) A statement of the capitalization of the issuer. 1595
2365	2365	(e) A balance sheet showing the amount and general 1596
2366	2366	character of its assets and liabilities on a day not more than 1597
2367	2367	90 days prior to the date of filing such balance sheet or such 1598
2368	2368	longer period of time, not exceeding 6 months, as the office may 1599
2369	2369	permit at the written request of the issuer on a showing of good 1600
2370	2370
2371	2371	HB 779 2022
2372	2372
2373	2373
2374	2374
2375	2375	CODING: Words stricken are deletions; words underlined are additions.
2376	2376	hb0779-00
2377	2377	Page 65 of 110
2378	2378	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
2379	2379
2380	2380
2381	2381
2382	2382	cause therefor. 1601
2383	2383	(f) A detailed statement of the plan upon which the issue r 1602
2384	2384	proposes to transact business. 1603
2385	2385	(g)1. A specimen copy of the securities certificate, if 1604
2386	2386	applicable, security and a copy of any circular, prospectus, 1605
2387	2387	advertisement, or other description of such securities. 1606
2388	2388	2. The commission shall adopt a form for a sim plified 1607
2389	2389	offering circular to be used solely by corporations to register, 1608
2390	2390	under this section, securities of the corporation that are sold 1609
2391	2391	in offerings in which the aggregate offering price in any 1610
2392	2392	consecutive 12-month period does not exceed the amount provid ed 1611
2393	2393	in s. 3(b) of the Securities Act of 1933. The following issuers 1612
2394	2394	shall not be eligible to submit a simplified offering circular 1613
2395	2395	adopted pursuant to this subparagraph: 1614
2396	2396	a. An issuer seeking to register securities for resale by 1615
2397	2397	persons other than the issu er. 1616
2398	2398	b. An issuer that who is subject to any of the 1617
2399	2399	disqualifications described in 17 C.F.R. s. 230.262, adopted 1618
2400	2400	pursuant to the Securities Act of 1933, or that who has been or 1619
2401	2401	is engaged or is about to engage in an activity that would be 1620
2402	2402	grounds for denial, revocation, or suspension under s. 517.111. 1621
2403	2403	For purposes of this subparagraph, an issuer includes an 1622
2404	2404	issuer's director, officer, manager or managing member, equity 1623
2405	2405	owner shareholder who owns at least 10 percent of the ownership 1624
2406	2406	interests shares of the issuer, promoter, or selling agent of 1625
2407	2407
2408	2408	HB 779 2022
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2410	2410
2411	2411
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2415	2415	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
2416	2416
2417	2417
2418	2418
2419	2419	the securities to be offered or any officer, director, or 1626
2420	2420	partner of such selling agent. 1627
2421	2421	c. An issuer that who is a development-stage company that 1628
2422	2422	either has no specific business plan or purpose or has indicated 1629
2423	2423	that its business plan is to merge with an unidentified company 1630
2424	2424	or companies. 1631
2425	2425	d. An issuer of offerings in which the specific business 1632
2426	2426	or properties cannot be described. 1633
2427	2427	e. Any issuer the office determines is ineligible because 1634
2428	2428	if the form does would not provide full and fair disclosure of 1635
2429	2429	material information for the type of offering to be registered 1636
2430	2430	by the issuer. 1637
2431	2431	f. Any issuer that corporation which has failed to provide 1638
2432	2432	the office the reports required for a previous offering 1639
2433	2433	registered pursuant to thi s subparagraph. 1640
2434	2434	1641
2435	2435	As a condition precedent to qualifying for use of the simplified 1642
2436	2436	offering circular, an issuer a corporation shall agree to 1643
2437	2437	provide the office with an annual financial report containing a 1644
2438	2438	balance sheet as of the end of the issuer's fiscal y ear and a 1645
2439	2439	statement of income for such year, prepared in accordance with 1646
2440	2440	United States generally accepted accounting principles and 1647
2441	2441	accompanied by an independent accountant's report. If the issuer 1648
2442	2442	has more than 100 security holders at the end of a fiscal y ear, 1649
2443	2443	the financial statements must be audited. Annual financial 1650
2444	2444
2445	2445	HB 779 2022
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2452	2452	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
2453	2453
2454	2454
2455	2455
2456	2456	reports must be filed with the office within 90 days after the 1651
2457	2457	close of the issuer's fiscal year for each of the first 5 years 1652
2458	2458	following the effective date of the registration. 1653
2459	2459	(h) A statement of the amount of the issuer's income, 1654
2460	2460	expenses, and fixed charges during the last fiscal year or, if 1655
2461	2461	in actual business less than 1 year, then for such time as the 1656
2462	2462	issuer has been in actual business. 1657
2463	2463	(i) A statement of the issuer's cash sources and 1658
2464	2464	application during the last fiscal year or, if in actual 1659
2465	2465	business less than 1 year, then for such time as the issuer has 1660
2466	2466	been in actual business. 1661
2467	2467	(j) A statement showing the maximum price at which such 1662
2468	2468	security is proposed to be sold, together with the max imum 1663
2469	2469	amount of commission, including expenses, or other form of 1664
2470	2470	remuneration to be paid in cash or otherwise, directly or 1665
2471	2471	indirectly, for or in connection with the sale or offering for 1666
2472	2472	sale of such securities. 1667
2473	2473	(k) A copy of the opinion or opinions of cou nsel 1668
2474	2474	concerning the legality of the issue or other matters which the 1669
2475	2475	office may determine to be relevant to the issue. 1670
2476	2476	(l) A detailed statement showing the items of cash, 1671
2477	2477	property, services, patents, good will, and any other 1672
2478	2478	consideration in payment for which such securities have been or 1673
2479	2479	are to be issued. 1674
2480	2480	(m) The amount of securities to be set aside and disposed 1675
2481	2481
2482	2482	HB 779 2022
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2484	2484
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2489	2489	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
2490	2490
2491	2491
2492	2492
2493	2493	of and a statement of all securities issued from time to time 1676
2494	2494	for promotional purposes. 1677
2495	2495	(n) If the issuer is a corporation, there shall be fi led 1678
2496	2496	with the application a copy of its articles of incorporation 1679
2497	2497	with all amendments and of its existing bylaws, if not already 1680
2498	2498	on file in the office. If the issuer is a limited liability 1681
2499	2499	company, there shall be filed with the application a copy of the 1682
2500	2500	articles of organization with all the amendments, and a copy of 1683
2501	2501	the company's operating agreement , if not already on file with 1684
2502	2502	the office. If the issuer is a trustee, there shall be filed 1685
2503	2503	with the application a copy of all instruments by which the 1686
2504	2504	trust is created or declared and in which it is accepted and 1687
2505	2505	acknowledged. If the issuer is a partnership, unincorporated 1688
2506	2506	association, joint-stock company, or any other form of 1689
2507	2507	organization whatsoever, there shall be filed with the 1690
2508	2508	application a copy of its articles of partnership or association 1691
2509	2509	and all other papers pertaining to its organization, if not 1692
2510	2510	already on file in the office. 1693
2511	2511	(4) All of the statements, exhibits, and documents of 1694
2512	2512	every kind required under this section, except properly 1695
2513	2513	certified public docume nts, shall be verified by the oath of the 1696
2514	2514	applicant or of the issuer in such manner and form as may be 1697
2515	2515	required by the commission. 1698
2516	2516	(5) The commission may by rule fix the maximum discounts, 1699
2517	2517	commissions, expenses, remuneration, and other compensation to 1700
2518	2518
2519	2519	HB 779 2022
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2526	2526	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
2527	2527
2528	2528
2529	2529
2530	2530	be paid in cash or otherwise, not to exceed 20 percent, directly 1701
2531	2531	or indirectly, for or in connection with the sale or offering 1702
2532	2532	for sale of such securities in this state. 1703
2533	2533	(5)(6) An issuer filing an application under this section 1704
2534	2534	shall, at the time of filing , pay the office a nonreturnable fee 1705
2535	2535	of $1,000 per application for each offering that exceeds the 1706
2536	2536	amount provided in s. 3(b) of the Securities Act of 1933 or $200 1707
2537	2537	per application for each offering that does not exceed the 1708
2538	2538	amount provided in s. 3(b) of the Securities Act of 1933 . 1709
2539	2539	(6) The office must deny any application to register 1710
2540	2540	securities if the office determines that: 1711
2541	2541	(a) The issuer or an officer, director, manager or 1712
2542	2542	managing member, or control person of the issuer, or a person 1713
2543	2543	having a similar status or performing similar functions, has 1714
2544	2544	made any fraudulent representations or failed to disclose any 1715
2545	2545	material information in any prospectus or in any circular or 1716
2546	2546	other literature that has been distributed concerning the issuer 1717
2547	2547	or its securities; 1718
2548	2548	(b) The issuer or an officer, director, manager or 1719
2549	2549	managing member, or control person of the issuer, or a person 1720
2550	2550	having a similar status or performing similar functions, has 1721
2551	2551	violated or is violating any provision of s. 517.161(1); or 1722
2552	2552	(c) The security sought to be registered is the subject of 1723
2553	2553	an injunction entered by a court of competent jurisdiction or is 1724
2554	2554	the subject of an administrative stop -order or similar order 1725
2555	2555
2556	2556	HB 779 2022
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2558	2558
2559	2559
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2563	2563	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
2564	2564
2565	2565
2566	2566
2567	2567	prohibiting the sale of the security. 1726
2568	2568	(7) The office may deny a request to withdraw an 1727
2569	2569	application for registration if the office believes that an act 1728
2570	2570	that would be grounds for denial under this chapter has been 1729
2571	2571	committed. 1730
2572	2572	(8) If, upon examination of an application, the office 1731
2573	2573	finds that the application is complete, the fee required under 1732
2574	2574	subsection (5) has been paid, and the sale of the security would 1733
2575	2575	not work or tend to work a fraud upon the purchaser, the office 1734
2576	2576	shall record the registration of such security in the register 1735
2577	2577	of securities, and thereupon such security so registered may be 1736
2578	2578	sold by any registered dealer. 1737
2579	2579	(9) The commission must by rule establish requirements and 1738
2580	2580	standards for the filing, content, and circulation of a 1739
2581	2581	preliminary, final, or amended prospectus and other sales 1740
2582	2582	literature and may by rule establish disclosure criteri a 1741
2583	2583	relating to the issuance of equity securities, debt securities, 1742
2584	2584	insurance company securities, real estate investment trusts, and 1743
2585	2585	other traditional and nontraditional investments, including, but 1744
2586	2586	not limited to, oil and gas investments. The criteria may 1745
2587	2587	include such elements as the promoter's equity investment ratio, 1746
2588	2588	the financial condition of the issuer, the voting rights of 1747
2589	2589	shareholders, the grant of options or warrants to underwriters 1748
2590	2590	and others, loans and other affiliated transaction, the use or 1749
2591	2591	refund of proceeds of the offering, and such other relevant 1750
2592	2592
2593	2593	HB 779 2022
2594	2594
2595	2595
2596	2596
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2600	2600	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
2601	2601
2602	2602
2603	2603
2604	2604	criteria as the commission in its judgment may deem necessary. 1751
2605	2605	(10) The office must deem any application to register 1752
2606	2606	securities filed with the office abandoned if the issuer or a 1753
2607	2607	person acting on behal f of the issuer has failed to timely 1754
2608	2608	complete an application as specified by commission rule. 1755
2609	2609	(11) At any time before the offering of a security in 1756
2610	2610	accordance with this section, an issuer or a person authorized 1757
2611	2611	to act on behalf of an issuer may communica te orally or in 1758
2612	2612	writing with prospective investors to determine whether there is 1759
2613	2613	any interest in a contemplated security offering. Such 1760
2614	2614	communications are deemed to be an offer of a security for sale 1761
2615	2615	for purposes of ss. 517.301, 517.311, and 517.312. No 1762
2616	2616	solicitation or acceptance of money or other consideration, nor 1763
2617	2617	of any commitment, binding or otherwise, from any person is 1764
2618	2618	permitted until the offering is registered. 1765
2619	2619	(a) The communications must state that: 1766
2620	2620	1. No money or other consideration is being solicited and, 1767
2621	2621	if sent in response, will not be accepted. 1768
2622	2622	2. No offer to buy the securities can be accepted and no 1769
2623	2623	part of the purchase price can be received until the offering is 1770
2624	2624	registered, and any such offer may be withdrawn or revoked, 1771
2625	2625	without obligation or commitment of any kind, at any time before 1772
2626	2626	notice of its acceptance given after the registration date. 1773
2627	2627	3. A person's indication of interest involves no 1774
2628	2628	obligation or commitment of any kind. 1775
2629	2629
2630	2630	HB 779 2022
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2637	2637	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
2638	2638
2639	2639
2640	2640
2641	2641	(b) Any written communication under this section may 1776
2642	2642	include a means by which a person may indicate to the issuer 1777
2643	2643	that the person is interested in a potential offering. The 1778
2644	2644	issuer may require the name, address, telephone number, or e -1779
2645	2645	mail address in any response form included under this paragraph. 1780
2646	2646	(12) A communication before registration under this 1781
2647	2647	section is not deemed to be in violation of s. 517.07 if made in 1782
2648	2648	connection with a seminar or meeting in which more than one 1783
2649	2649	issuer participates and if the seminar or meeting is sponsored 1784
2650	2650	by a college, university, or other institution of higher 1785
2651	2651	education; a state or local government or an instrumentality 1786
2652	2652	thereof; a nonprofit organization; an angel investor group, 1787
2653	2653	business incubator, or business accelerator, provided that all 1788
2654	2654	of the following requirements are met: 1789
2655	2655	(a) No advertising for the seminar or meeting references a 1790
2656	2656	specific offering of securities by the issuer. 1791
2657	2657	(b) The sponsor of the seminar or meeting does not do any 1792
2658	2658	of the following: 1793
2659	2659	1. Make investment recommendations or provide investment 1794
2660	2660	advice to event attendees. 1795
2661	2661	2. Engage in investment negotiations between the issuer 1796
2662	2662	and investors attending the event. 1797
2663	2663	3. Charge event attendees of the event any fees, other 1798
2664	2664	than reasonable administrative fees. 1799
2665	2665	4. Receive any compensation for making introductions 1800
2666	2666
2667	2667	HB 779 2022
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2669	2669
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2674	2674	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
2675	2675
2676	2676
2677	2677
2678	2678	between event attendees and issuers or for investment 1801
2679	2679	negotiations between such parties. 1802
2680	2680	5. Receive any compensation with respect to the event that 1803
2681	2681	would require registration of the sponsor as a dealer, 1804
2682	2682	intermediary, finder, or investment adviser under s. 517.12. 1805
2683	2683	(c) The type of information regarding an offering of 1806
2684	2684	securities by the issuer that is communicated or distributed by 1807
2685	2685	or on behalf of the issuer in connection with the event is 1808
2686	2686	limited to a notification that the issuer is in the process of 1809
2687	2687	offering or planning to offer securities, the type and amount of 1810
2688	2688	securities being offered, the intended use of proceeds of the 1811
2689	2689	offering, and the unsubscribed amount in the offering. 1812
2690	2690	(d) If the event allows attendees to participate virtually 1813
2691	2691	rather than in person, online participation in the event is 1814
2692	2692	limited to: 1815
2693	2693	1. Natural persons who are members of, or otherwise 1816
2694	2694	associated with the sponsor organization. 1817
2695	2695	2. Natural persons who the sponsor reasonably believes are 1818
2696	2696	accredited investors. 1819
2697	2697	3. Natural persons w ho have been invited to the event by 1820
2698	2698	the sponsor based on industry or investment -related experience, 1821
2699	2699	reasonably selected in good faith, and disclosed in the public 1822
2700	2700	communications about the event. 1823
2701	2701	(7) If upon examination of any application the office 1824
2702	2702	shall find that the sale of the security referred to therein 1825
2703	2703
2704	2704	HB 779 2022
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2706	2706
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2711	2711	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
2712	2712
2713	2713
2714	2714
2715	2715	would not be fraudulent and would not work or tend to work a 1826
2716	2716	fraud upon the purchaser, that the terms of the sale of such 1827
2717	2717	securities would be fair, just, and equitable, and that the 1828
2718	2718	enterprise or business of the issuer is not based upon unsound 1829
2719	2719	business principles, it shall record the registration of such 1830
2720	2720	security in the register of securities; and thereupon such 1831
2721	2721	security so registered may be sold by any registered dealer, 1832
2722	2722	subject, however, to the fur ther order of the office. In order 1833
2723	2723	to determine if an offering is fair, just, and equitable, the 1834
2724	2724	commission may by rule establish requirements and standards for 1835
2725	2725	the filing, content, and circulation of any preliminary, final, 1836
2726	2726	or amended prospectus and other sales literature and may by rule 1837
2727	2727	establish merit qualification criteria relating to the issuance 1838
2728	2728	of equity securities, debt securities, insurance company 1839
2729	2729	securities, real estate investment trusts, and other traditional 1840
2730	2730	and nontraditional investments, incl uding, but not limited to, 1841
2731	2731	oil and gas investments. The criteria may include such elements 1842
2732	2732	as the promoter's equity investment ratio, the financial 1843
2733	2733	condition of the issuer, the voting rights of shareholders, the 1844
2734	2734	grant of options or warrants to underwriters and others, loans 1845
2735	2735	and other affiliated transaction, the use or refund of proceeds 1846
2736	2736	of the offering, and such other relevant criteria as the office 1847
2737	2737	in its judgment may deem necessary to such determination. 1848
2738	2738	(8) The commission may by rule establish requirem ents and 1849
2739	2739	standards for: 1850
2740	2740
2741	2741	HB 779 2022
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2748	2748	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
2749	2749
2750	2750
2751	2751
2752	2752	(a) Disclosures to purchasers of viatical settlement 1851
2753	2753	investments. 1852
2754	2754	(b) Recordkeeping requirements for sellers of viatical 1853
2755	2755	settlement investments. 1854
2756	2756	Section 6. Section 517.082, Florida Statutes, is amended 1855
2757	2757	to read: 1856
2758	2758	517.082 Registration by notification; federal registration 1857
2759	2759	statements Notification registration .— 1858
2760	2760	(1) Except as provided in subsection (3), securities 1859
2761	2761	offered or sold pursuant to a registration statement filed under 1860
2762	2762	the Securities Act of 1933 shall be entitled t o registration by 1861
2763	2763	notification in the manner provided in subsection (2), provided 1862
2764	2764	that before prior to the offer or sale the registration 1863
2765	2765	statement has become effective. 1864
2766	2766	(2) An application for registration by notification shall 1865
2767	2767	be filed with the office, shall contain the following 1866
2768	2768	information, and shall be accompanied by all of the following: 1867
2769	2769	(a) An application to sell executed by the issuer, any 1868
2770	2770	person on whose behalf the offering is made, a dealer registered 1869
2771	2771	under this chapter, or any duly authorized agent of any such 1870
2772	2772	person, setting forth the name and address of the applicant, the 1871
2773	2773	name and address of the issuer, and the title of the securities 1872
2774	2774	to be offered and sold .; 1873
2775	2775	(b) Copies of such documents filed with the Securities and 1874
2776	2776	Exchange Commission as the Financial Services Commission may by 1875
2777	2777
2778	2778	HB 779 2022
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2780	2780
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2785	2785	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
2786	2786
2787	2787
2788	2788
2789	2789	rule require.; 1876
2790	2790	(c) An irrevocable written consent to service as required 1877
2791	2791	by s. 517.101.; and 1878
2792	2792	(d) A nonreturnable fee of $1,000 per application. 1879
2793	2793	1880
2794	2794	A registration under this section becomes effective when the 1881
2795	2795	federal registration statement becomes effective or as of the 1882
2796	2796	date the application is filed with the office, whichever is 1883
2797	2797	later, provided that, in addition to the items listed in 1884
2798	2798	paragraphs (a)-(d), the office has received written notification 1885
2799	2799	of effective registration under the Securities Act of 1933 or 1886
2800	2800	the Investment Company Act of 1940 within 10 business days after 1887
2801	2801	from the date federal registration is granted. Failure to 1888
2802	2802	provide all the information required by this subsection to the 1889
2803	2803	office within 60 days after of the date the registration 1890
2804	2804	statement becomes effective with the Securities and Exchange 1891
2805	2805	Commission shall be a violation of this chapter. 1892
2806	2806	(3) Except for units of limited partnership interests or 1893
2807	2807	such other securities as the Financial Services Commission 1894
2808	2808	describes by rule as exempt from this subsection due to high 1895
2809	2809	investment quality, the provisions of this section may not be 1896
2810	2810	used to register securities if the offering price at the time of 1897
2811	2811	effectiveness with the Securities and Exchange Commission is $5 1898
2812	2812	or less per share, unless such securities are listed or 1899
2813	2813	designated, or approved for listing or designation upon notice 1900
2814	2814
2815	2815	HB 779 2022
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2817	2817
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2822	2822	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
2823	2823
2824	2824
2825	2825
2826	2826	of issuance, on a stock exchange registered pursuant to the 1901
2827	2827	Securities Exchange Act of 1934 or on the National Association 1902
2828	2828	of Securities Dealers Automated Quotation (NASDAQ) System , or 1903
2829	2829	unless such securities are of the same issuer and of senior or 1904
2830	2830	substantially equal rank to securities so listed or designated. 1905
2831	2831	(4) In lieu of filing with the office the application, 1906
2832	2832	fees, and documents for registration required by subsection (2), 1907
2833	2833	the commission may establish, by rule, procedures for depositing 1908
2834	2834	fees and filing documents by electronic means, provided such 1909
2835	2835	procedures provide the office with the information and data 1910
2836	2836	required by this section. 1911
2837	2837	(5) An application for registration by notification with 1912
2838	2838	the office shall be deemed abandoned if the applicant's federal 1913
2839	2839	registration statement is not declared effective by the 1914
2840	2840	Securities and Exchange Commission within 180 days after the 1915
2841	2841	filing of the application for registration by notification with 1916
2842	2842	the office. 1917
2843	2843	Section 7. Section 517.111, Florida Statutes, is amended 1918
2844	2844	to read: 1919
2845	2845	517.111 Revocation or denial of registration of 1920
2846	2846	securities.— 1921
2847	2847	(1) The office may revoke or suspend the registration of 1922
2848	2848	any security, or may deny any application to register 1923
2849	2849	securities, if, upon examination or investigation into the 1924
2850	2850	affairs of the issuer of such security , it appears shall appear 1925
2851	2851
2852	2852	HB 779 2022
2853	2853
2854	2854
2855	2855
2856	2856	CODING: Words stricken are deletions; words underlined are additions.
2857	2857	hb0779-00
2858	2858	Page 78 of 110
2859	2859	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
2860	2860
2861	2861
2862	2862
2863	2863	that: 1926
2864	2864	(a) The issuer cannot pay its debts as they become due in 1927
2865	2865	the usual course of business is insolvent; 1928
2866	2866	(b) The issuer or any officer, director, or control person 1929
2867	2867	of the issuer has violated any provision of this chapter or any 1930
2868	2868	rule made hereunder or any order of the office of which such 1931
2869	2869	issuer has notice; 1932
2870	2870	(c) The issuer or any offi cer, director, or control person 1933
2871	2871	of the issuer has been or is engaged or is about to engage in 1934
2872	2872	fraudulent transactions; 1935
2873	2873	(d) The issuer or any officer, director, or control person 1936
2874	2874	of the issuer has been found guilty of a fraudulent act in 1937
2875	2875	connection with any sale of securities, has engaged, is engaged, 1938
2876	2876	or is about to engage, in making a fictitious sale or purchase 1939
2877	2877	of any security, or in any practice or sale of any security 1940
2878	2878	which is fraudulent or a violation of any law; 1941
2879	2879	(e) The issuer or any officer, dire ctor, or control person 1942
2880	2880	of the issuer has had a final judgment entered against such 1943
2881	2881	issuer or person in a civil action on the grounds of fraud, 1944
2882	2882	embezzlement, misrepresentation, or deceit; 1945
2883	2883	(f) The issuer or any officer, director, or control person 1946
2884	2884	of the issuer has demonstrated any evidence of unworthiness; 1947
2885	2885	(f)(g) The issuer or any officer, director, or control 1948
2886	2886	person of the issuer is in any other way dishonest or has made 1949
2887	2887	any fraudulent representations or failed to disclose any 1950
2888	2888
2889	2889	HB 779 2022
2890	2890
2891	2891
2892	2892
2893	2893	CODING: Words stricken are deletions; words underlined are additions.
2894	2894	hb0779-00
2895	2895	Page 79 of 110
2896	2896	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
2897	2897
2898	2898
2899	2899
2900	2900	material information in a ny prospectus or in any circular or 1951
2901	2901	other literature that has been distributed concerning the issuer 1952
2902	2902	or its securities; or 1953
2903	2903	(g)(h) The security registered or sought to be registered 1954
2904	2904	is the subject of an injunction entered by a court of competent 1955
2905	2905	jurisdiction or is the subject of an administrative stop -order 1956
2906	2906	or similar order prohibiting the offer or sale of the security .; 1957
2907	2907	(i) For any security for which registration has been 1958
2908	2908	applied pursuant to s. 517.081, the terms of the offer or sale 1959
2909	2909	of such securities would not be fair, just, or equitable; or 1960
2910	2910	(j) The issuer or any person acting on behalf of the 1961
2911	2911	issuer has failed to timely complete any application for 1962
2912	2912	registration filed with the office pursuant to the provisions of 1963
2913	2913	s. 517.081 or s. 517.082 or any rule adopted under such 1964
2914	2914	sections. 1965
2915	2915	1966
2916	2916	In making such examination or investigation, the office shall 1967
2917	2917	have access to and may compel the production of all the books 1968
2918	2918	and papers of such issuer and may administer oaths to and 1969
2919	2919	examine the officers of such issuer or any o ther person 1970
2920	2920	connected therewith as to its business and affairs and may also 1971
2921	2921	require a balance sheet exhibiting the assets and liabilities of 1972
2922	2922	any such issuer or its income statement, or both, to be 1973
2923	2923	certified to by a public accountant either of this state or of 1974
2924	2924	any other state where the issuer's business is located. Whenever 1975
2925	2925
2926	2926	HB 779 2022
2927	2927
2928	2928
2929	2929
2930	2930	CODING: Words stricken are deletions; words underlined are additions.
2931	2931	hb0779-00
2932	2932	Page 80 of 110
2933	2933	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
2934	2934
2935	2935
2936	2936
2937	2937	the office deems it necessary, it may also require such balance 1976
2938	2938	sheet or income statement, or both, to be made more specific in 1977
2939	2939	such particulars as the office may require. 1978
2940	2940	(2) If any issuer shall refuse to permit an examination or 1979
2941	2941	investigation to be made by the office, it shall be proper 1980
2942	2942	ground for revocation of registration. 1981
2943	2943	(3) If the office deems it necessary, it may enter an 1982
2944	2944	order suspending the right to sell securit ies pending any 1983
2945	2945	examination or investigation, provided that the order shall 1984
2946	2946	state the office's grounds for taking such action. 1985
2947	2947	(4) Notice of the entry of such order shall be given 1986
2948	2948	personally or by mail, personally, by telephone confirmed in 1987
2949	2949	writing, or by telegraph to the issuer . Before such order is 1988
2950	2950	made final, the issuer applying for registration shall, on 1989
2951	2951	application, be entitled to a hearing. 1990
2952	2952	(5) The office may deny any request to terminate any 1991
2953	2953	registration or to withdraw any application for registr ation if 1992
2954	2954	the office believes that an act which would be grounds for 1993
2955	2955	denial, suspension, or revocation under this chapter has been 1994
2956	2956	committed. 1995
2957	2957	Section 8. Subsections (3) through (22) of section 517.12, 1996
2958	2958	Florida Statutes, are renumbered as subsections (2) through 1997
2959	2959	(21), respectively, subsection (1), present subsections (2), 1998
2960	2960	(3), (7), and (11), paragraph (b) of present subsection (15), 1999
2961	2961	and present subsections (20) and (21) are amended, and a new 2000
2962	2962
2963	2963	HB 779 2022
2964	2964
2965	2965
2966	2966
2967	2967	CODING: Words stricken are deletions; words underlined are additions.
2968	2968	hb0779-00
2969	2969	Page 81 of 110
2970	2970	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
2971	2971
2972	2972
2973	2973
2974	2974	subsection (22) is added to that section, to read: 2001
2975	2975	517.12 Registration of dealers, associated persons, 2002
2976	2976	intermediaries, and investment advisers, and finders.— 2003
2977	2977	(1) No dealer or, associated person, or issuer of 2004
2978	2978	securities shall sell or offer for sale any securities in or 2005
2979	2979	from offices in this state, or sell securities to persons in 2006
2980	2980	this state from offices outside this state, by mail or 2007
2981	2981	otherwise, unless the person has been registered with the office 2008
2982	2982	pursuant to the provisions of this section. The office shall not 2009
2983	2983	register any person as an associated person of a dealer u nless 2010
2984	2984	the dealer with which the applicant seeks registration is 2011
2985	2985	lawfully registered with the office pursuant to this chapter. 2012
2986	2986	(2) The registration requirements of this section do not 2013
2987	2987	apply to the issuers of securities exempted by s. 517.051(1) -(8) 2014
2988	2988	and (10). 2015
2989	2989	(2)(3) Except as otherwise provided in s. 2016
2990	2990	517.061(11)(a)4., (13), (16), (17), or (19), The registration 2017
2991	2991	requirements of this section do not apply in a transaction 2018
2992	2992	exempted by s. 517.061(1)-(10), (12) s. 517.061(1)-(12), (14), 2019
2993	2993	and (15). 2020
2994	2994	(6)(7) The application must also contain such information 2021
2995	2995	as the commission or office may require about the applicant; any 2022
2996	2996	member, principal, or director of the applicant or any person 2023
2997	2997	having a similar status or performing similar functions; any 2024
2998	2998	control person of directly or indirectly controlling the 2025
2999	2999
3000	3000	HB 779 2022
3001	3001
3002	3002
3003	3003
3004	3004	CODING: Words stricken are deletions; words underlined are additions.
3005	3005	hb0779-00
3006	3006	Page 82 of 110
3007	3007	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
3008	3008
3009	3009
3010	3010
3011	3011	applicant; or any employee of a dealer or of an investment 2026
3012	3012	adviser rendering investment advisory services. Each applicant 2027
3013	3013	and any direct owners, principals, or indirect owners that are 2028
3014	3014	required to be reported on Form BD o r Form ADV pursuant to 2029
3015	3015	subsection (14) (15) shall submit fingerprints for live -scan 2030
3016	3016	processing in accordance with rules adopted by the commission. 2031
3017	3017	The fingerprints may be submitted through a third -party vendor 2032
3018	3018	authorized by the Department of Law Enforcemen t to provide live-2033
3019	3019	scan fingerprinting. The costs of fingerprint processing shall 2034
3020	3020	be borne by the person subject to the background check. The 2035
3021	3021	Department of Law Enforcement shall conduct a state criminal 2036
3022	3022	history background check, and a federal criminal histo ry 2037
3023	3023	background check must be conducted through the Federal Bureau of 2038
3024	3024	Investigation. The office shall review the results of the state 2039
3025	3025	and federal criminal history background checks and determine 2040
3026	3026	whether the applicant meets licensure requirements. The 2041
3027	3027	commission may waive, by rule, the requirement that applicants, 2042
3028	3028	including any direct owners, principals, or indirect owners that 2043
3029	3029	are required to be reported on Form BD or Form ADV pursuant to 2044
3030	3030	subsection (14) (15), submit fingerprints or the requirement 2045
3031	3031	that such fingerprints be processed by the Department of Law 2046
3032	3032	Enforcement or the Federal Bureau of Investigation. The 2047
3033	3033	commission or office may require information about any such 2048
3034	3034	applicant or person concerning such matters as: 2049
3035	3035	(a) His or her full name, and any other names by which he 2050
3036	3036
3037	3037	HB 779 2022
3038	3038
3039	3039
3040	3040
3041	3041	CODING: Words stricken are deletions; words underlined are additions.
3042	3042	hb0779-00
3043	3043	Page 83 of 110
3044	3044	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
3045	3045
3046	3046
3047	3047
3048	3048	or she may have been known, and his or her age, social security 2051
3049	3049	number, photograph, qualifications, and educational and business 2052
3050	3050	history. 2053
3051	3051	(b) Any injunction or administrative order by a state or 2054
3052	3052	federal agency, national securities exch ange, or national 2055
3053	3053	securities association involving a security or any aspect of the 2056
3054	3054	securities business and any injunction or administrative order 2057
3055	3055	by a state or federal agency regulating banking, insurance, 2058
3056	3056	finance, or small loan companies, real estate, mor tgage brokers, 2059
3057	3057	or other related or similar industries, which injunctions or 2060
3058	3058	administrative orders relate to such person. 2061
3059	3059	(c) His or her conviction of, or plea of nolo contendere 2062
3060	3060	to, a criminal offense or his or her commission of any acts 2063
3061	3061	which would be grounds for refusal of an application under s. 2064
3062	3062	517.161. 2065
3063	3063	(d) The names and addresses of other persons of whom the 2066
3064	3064	office may inquire as to his or her character, reputation, and 2067
3065	3065	financial responsibility. 2068
3066	3066	(10)(11)(a) If the office finds that the applicant is of 2069
3067	3067	good repute and character and has complied with the applicable 2070
3068	3068	registration provisions of this chapter and the rules made 2071
3069	3069	pursuant hereto, it shall register the applicant. The 2072
3070	3070	registration of each dealer, investment adviser, and associated 2073
3071	3071	person expires on December 31 of the year the registration 2074
3072	3072	became effective unless the registrant has renewed its his or 2075
3073	3073
3074	3074	HB 779 2022
3075	3075
3076	3076
3077	3077
3078	3078	CODING: Words stricken are deletions; words underlined are additions.
3079	3079	hb0779-00
3080	3080	Page 84 of 110
3081	3081	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
3082	3082
3083	3083
3084	3084
3085	3085	her registration on or before that date. Registration may be 2076
3086	3086	renewed by furnishing such information as the commission may 2077
3087	3087	require, together with payment of the fee required in paragraph 2078
3088	3088	(9)(a) (10)(a) for dealers, investment advisers, or associated 2079
3089	3089	persons and the payment of any amount lawfully due and owing to 2080
3090	3090	the office pursuant to any order of the office or pursuant to 2081
3091	3091	any agreement with the off ice. Any dealer, investment adviser, 2082
3092	3092	or associated person who has not renewed a registration by the 2083
3093	3093	time the current registration expires may request reinstatement 2084
3094	3094	of such registration by filing with the office, on or before 2085
3095	3095	January 31 of the year followin g the year of expiration, such 2086
3096	3096	information as may be required by the commission, together with 2087
3097	3097	payment of the fee required in paragraph (9)(a) (10)(a) for 2088
3098	3098	dealers, investment advisers, or associated persons and a late 2089
3099	3099	fee equal to the amount of such fee. A ny reinstatement of 2090
3100	3100	registration granted by the office during the month of January 2091
3101	3101	shall be deemed effective retroactive to January 1 of that year. 2092
3102	3102	(b) The office shall waive the $50 assessment fee for an 2093
3103	3103	associated person required by paragraph (9)(a) (10)(a) for a 2094
3104	3104	registrant renewing his or her registration who: 2095
3105	3105	1. Is an active duty member of the United States Armed 2096
3106	3106	Forces or the spouse of such member; 2097
3107	3107	2. Is or was a member of the United States Armed Forces 2098
3108	3108	and served on active duty within the 2 year s preceding the 2099
3109	3109	expiration date of the registration pursuant to paragraph (a). 2100
3110	3110
3111	3111	HB 779 2022
3112	3112
3113	3113
3114	3114
3115	3115	CODING: Words stricken are deletions; words underlined are additions.
3116	3116	hb0779-00
3117	3117	Page 85 of 110
3118	3118	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
3119	3119
3120	3120
3121	3121
3122	3122	To qualify for the fee waiver, a registrant who is a former 2101
3123	3123	member of the United States Armed Forces who served on active 2102
3124	3124	duty within the 2 years preceding the expiration date o f the 2103
3125	3125	registration must have received an honorable discharge upon 2104
3126	3126	separation or discharge from the United States Armed Forces; or 2105
3127	3127	3. Is the surviving spouse of a member of the United 2106
3128	3128	States Armed Forces if the member was serving on active duty at 2107
3129	3129	the time of death and died within the 2 years preceding the 2108
3130	3130	surviving spouse's registration expiration date pursuant to 2109
3131	3131	paragraph (a). 2110
3132	3132	2111
3133	3133	A registrant seeking such fee waiver must submit proof, in a 2112
3134	3134	form prescribed by commission rule, that the registrant meets 2113
3135	3135	one of the qualifications in this paragraph. 2114
3136	3136	(14)(15) 2115
3137	3137	(b) In lieu of filing with the office the applications 2116
3138	3138	specified in subsection (5) (6), the fees required by subsection 2117
3139	3139	(9) (10), the renewals required by subsection (10) (11), and the 2118
3140	3140	termination notices required by subsection (11) (12), the 2119
3141	3141	commission may by rule establish procedures for the deposit of 2120
3142	3142	such fees and documents with the Central Registration Depository 2121
3143	3143	or the Investment Adviser Registration Depository of the 2122
3144	3144	Financial Industry Regulatory A uthority, as developed under 2123
3145	3145	contract with the North American Securities Administrators 2124
3146	3146	Association, Inc. 2125
3147	3147
3148	3148	HB 779 2022
3149	3149
3150	3150
3151	3151
3152	3152	CODING: Words stricken are deletions; words underlined are additions.
3153	3153	hb0779-00
3154	3154	Page 86 of 110
3155	3155	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
3156	3156
3157	3157
3158	3158
3159	3159	(19)(20) An intermediary may not engage in business in 2126
3160	3160	this state unless the intermediary is registered as a dealer or 2127
3161	3161	as an intermediary with the o ffice pursuant to this section to 2128
3162	3162	facilitate the offer or sale of securities in accordance with s. 2129
3163	3163	517.0611. An intermediary, in order to obtain registration, must 2130
3164	3164	file with the office a written application on a form prescribed 2131
3165	3165	by commission rule and pay a registration fee of $200. The fees 2132
3166	3166	under this subsection shall be deposited into the Regulatory 2133
3167	3167	Trust Fund of the office. The commission may establish by rule 2134
3168	3168	procedures for depositing fees and filing documents by 2135
3169	3169	electronic means if such procedures provi de the office with the 2136
3170	3170	information and data required by this section. Each intermediary 2137
3171	3171	must also file an irrevocable written consent to service of 2138
3172	3172	civil process, as provided in s. 517.101. 2139
3173	3173	(a) The application must contain such information as the 2140
3174	3174	commission or office may require concerning: 2141
3175	3175	1. The name of the applicant and address of its principal 2142
3176	3176	office and each office in this state. 2143
3177	3177	2.a. The applicant's form and place of organization; and , 2144
3178	3178	b. If the applicant is: 2145
3179	3179	(I) A corporation, a copy of its articles of incorporation 2146
3180	3180	and amendments to the articles of incorporation ; or, 2147
3181	3181	(II) A limited liability company, a copy of its articles 2148
3182	3182	of organization and amendments to the articles, and a copy of 2149
3183	3183	the company's operating agreement; or 2150
3184	3184
3185	3185	HB 779 2022
3186	3186
3187	3187
3188	3188
3189	3189	CODING: Words stricken are deletions; words underlined are additions.
3190	3190	hb0779-00
3191	3191	Page 87 of 110
3192	3192	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
3193	3193
3194	3194
3195	3195
3196	3196	(III) if A partnership, a copy of the partnership 2151
3197	3197	agreement. 2152
3198	3198	3. The website address where securities of the issuer will 2153
3199	3199	be offered. 2154
3200	3200	4. Contact information. 2155
3201	3201	(b) The application must also contain such information as 2156
3202	3202	the commission may require by rule about the applicant; any 2157
3203	3203	member, principal, or director of the applicant or any person 2158
3204	3204	having a similar status or performing similar functions; or any 2159
3205	3205	control person of persons directly or indirectly controlling the 2160
3206	3206	applicant. Each applicant and any direct owners, principals, or 2161
3207	3207	indirect owners that are required to be reported on a form 2162
3208	3208	adopted by commission rule shall submit fingerprints for live -2163
3209	3209	scan processing in accordance with rules adopted by the 2164
3210	3210	commission. The fingerprints may be submitted through a third -2165
3211	3211	party vendor authorized by the Department of Law Enforcement to 2166
3212	3212	provide live-scan fingerprinting. The costs of fingerprint 2167
3213	3213	processing shall be borne by the person subject to the 2168
3214	3214	background check. The Department of Law Enforcement shall 2169
3215	3215	conduct a state crimin al history background check, and a federal 2170
3216	3216	criminal history background check must be conducted through the 2171
3217	3217	Federal Bureau of Investigation. The office shall review the 2172
3218	3218	results of the state and federal criminal history background 2173
3219	3219	checks and determine whethe r the applicant meets registration 2174
3220	3220	requirements. The commission may waive, by rule, the requirement 2175
3221	3221
3222	3222	HB 779 2022
3223	3223
3224	3224
3225	3225
3226	3226	CODING: Words stricken are deletions; words underlined are additions.
3227	3227	hb0779-00
3228	3228	Page 88 of 110
3229	3229	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
3230	3230
3231	3231
3232	3232
3233	3233	that applicants, including any direct owners, principals, or 2176
3234	3234	indirect owners, which are required to be reported on a form 2177
3235	3235	adopted by commission rule, submit fingerprints or the 2178
3236	3236	requirement that such fingerprints be processed by the 2179
3237	3237	Department of Law Enforcement or the Federal Bureau of 2180
3238	3238	Investigation. The commission, by rule, or the office may 2181
3239	3239	require information about any applicant or person, including: 2182
3240	3240	1. The applicant's or person's His or her full name and 2183
3241	3241	any other names by which the applicant or person he or she may 2184
3242	3242	have been known and the applicant's or person's his or her age, 2185
3243	3243	social security number, photograph, qualifications, and 2186
3244	3244	educational and busi ness history. 2187
3245	3245	2. Any injunction or administrative order by a state or 2188
3246	3246	federal agency, national securities exchange, or national 2189
3247	3247	securities association involving a security or any aspect of the 2190
3248	3248	securities business and any injunction or administrative orde r 2191
3249	3249	by a state or federal agency regulating banking, insurance, 2192
3250	3250	finance, or small loan companies, real estate, mortgage brokers, 2193
3251	3251	or other related or similar industries, which relate to such 2194
3252	3252	person. 2195
3253	3253	3. The applicant's or person's His or her conviction of, 2196
3254	3254	or plea of nolo contendere to, a criminal offense or the 2197
3255	3255	applicant's or person's his or her commission of any acts that 2198
3256	3256	would be grounds for refusal of an application under s. 517.161. 2199
3257	3257	(c) The application must be amended within 30 days if any 2200
3258	3258
3259	3259	HB 779 2022
3260	3260
3261	3261
3262	3262
3263	3263	CODING: Words stricken are deletions; words underlined are additions.
3264	3264	hb0779-00
3265	3265	Page 89 of 110
3266	3266	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
3267	3267
3268	3268
3269	3269
3270	3270	information contained in the form becomes inaccurate for any 2201
3271	3271	reason. 2202
3272	3272	(d) An intermediary or persons affiliated with the 2203
3273	3273	intermediary are not subject to any disqualification described 2204
3274	3274	in s. 517.1611 or United States Securities and Exchange 2205
3275	3275	Commission Rule 506(d), 17 C.F.R. 230.506(d), adopted pursuant 2206
3276	3276	to the Securities Act of 1933. Each director, officer, manager 2207
3277	3277	or managing member, control person of the issuer, any person 2208
3278	3278	occupying a similar status or performing a similar function, and 2209
3279	3279	each person holding more than 20 percent of the ownership 2210
3280	3280	interests shares of the intermediary is subject to this 2211
3281	3281	requirement. 2212
3282	3282	(e) If the office finds that the applicant is of good 2213
3283	3283	repute and character and has complied with the applicable 2214
3284	3284	registration provisions of this chapter and the rules adopted 2215
3285	3285	thereunder, it shall register the applicant. The registration of 2216
3286	3286	each intermediary expires on December 31 of the year the 2217
3287	3287	registration became effective unless the registrant renews its 2218
3288	3288	his or her registration on or before t hat date. Registration may 2219
3289	3289	be renewed by furnishing such information as the commission may 2220
3290	3290	require by rule, together with payment of a $200 fee and the 2221
3291	3291	payment of any amount due to the office pursuant to any order of 2222
3292	3292	the office or pursuant to any agreement with the office. An 2223
3293	3293	intermediary who has not renewed a registration by the time that 2224
3294	3294	the current registration expires may request reinstatement of 2225
3295	3295
3296	3296	HB 779 2022
3297	3297
3298	3298
3299	3299
3300	3300	CODING: Words stricken are deletions; words underlined are additions.
3301	3301	hb0779-00
3302	3302	Page 90 of 110
3303	3303	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
3304	3304
3305	3305
3306	3306
3307	3307	such registration by filing with the office, on or before 2226
3308	3308	January 31 of the year following the year of expir ation, such 2227
3309	3309	information as required by the commission, together with payment 2228
3310	3310	of the $200 fee and a late fee of $200. Any reinstatement of 2229
3311	3311	registration granted by the office during the month of January 2230
3312	3312	is deemed effective retroactive to January 1 of that ye ar. 2231
3313	3313	(20)(21) The registration requirements of this section do 2232
3314	3314	not apply to any general lines insurance agent or life insurance 2233
3315	3315	agent licensed under chapter 626, for the sale of a security as 2234
3316	3316	defined in s. 517.021(29)(g) s. 517.021(22)(g), if the 2235
3317	3317	individual is directly authorized by the issuer to offer or sell 2236
3318	3318	the security on behalf of the issuer and the issuer is a 2237
3319	3319	federally chartered savings bank subject to regulation by the 2238
3320	3320	Federal Deposit Insurance Corporation. Actions under this 2239
3321	3321	subsection shall const itute activity under the insurance agent's 2240
3322	3322	license for purposes of ss. 626.611 and 626.621. 2241
3323	3323	(22)(a) A finder or an associated person of a finder may 2242
3324	3324	not engage in business in this state unless the finder or the 2243
3325	3325	finder and associated person of the finder have been registered 2244
3326	3326	with the office pursuant to this section. 2245
3327	3327	(b) In order to register, a finder or associated person 2246
3328	3328	must file with the office a written application on a form that 2247
3329	3329	the commission may prescribe by rule. The commission may 2248
3330	3330	establish, by rule, procedures for filing documents by 2249
3331	3331	electronic means if such procedures provide the office with the 2250
3332	3332
3333	3333	HB 779 2022
3334	3334
3335	3335
3336	3336
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3340	3340	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
3341	3341
3342	3342
3343	3343
3344	3344	information and data required by this section. Each finder must 2251
3345	3345	also file an irrevocable written consent to service of civil 2252
3346	3346	process similar to that pro vided in s. 517.101. The application 2253
3347	3347	must contain information as the commission or office may require 2254
3348	3348	concerning matters such as: 2255
3349	3349	1. The name of the applicant, the address of its principal 2256
3350	3350	office and each office in this state, and its contact 2257
3351	3351	information. 2258
3352	3352	2.a. The applicant's form and place of organization. 2259
3353	3353	b. If the applicant is: 2260
3354	3354	(I) A corporation, a copy of its articles of incorporation 2261
3355	3355	and amendments of its articles; 2262
3356	3356	(II) A limited liability company, a copy of its articles 2263
3357	3357	of organization with amendments of its articles, and a copy of 2264
3358	3358	the company's operating agreement; or 2265
3359	3359	(III) A partnership, a copy of the partnership agreement. 2266
3360	3360	3. The names and addresses of all associated persons of 2267
3361	3361	the applicant to be employed in this state and the offices to 2268
3362	3362	which the persons will be assigned. 2269
3363	3363	(c) The application must also contain such information as 2270
3364	3364	the commission or office may require about the applicant; any 2271
3365	3365	member, principal, or director of the applicant or any person 2272
3366	3366	having a similar status or perfo rming similar functions; or any 2273
3367	3367	control person of the applicant. Each applicant, and any control 2274
3368	3368	person if the applicant is an entity, shall submit fingerprints 2275
3369	3369
3370	3370	HB 779 2022
3371	3371
3372	3372
3373	3373
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3376	3376	Page 92 of 110
3377	3377	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
3378	3378
3379	3379
3380	3380
3381	3381	for live-scan processing in accordance with s. 517.12(6). The 2276
3382	3382	commission, by rule, or the offic e may require information about 2277
3383	3383	any such applicant or person, including, but not limited to: 2278
3384	3384	1. The applicant's or person's date of birth, social 2279
3385	3385	security number, and education and business history. 2280
3386	3386	2. Any injunction or administrative order by a state or 2281
3387	3387	federal agency, national securities exchange, or national 2282
3388	3388	securities association involving a security or any aspect of the 2283
3389	3389	securities business and any injunction or administrative order 2284
3390	3390	by a state or federal agency regulating banking, insurance, 2285
3391	3391	finance, real estate, mortgage brokers, or other related or 2286
3392	3392	similar industries, which relate to such applicant or person. 2287
3393	3393	3. The applicant's or person's conviction of, or plea of 2288
3394	3394	nolo contendere to, a criminal offense or the applicant's or 2289
3395	3395	person's commission o f any act that would be grounds for refusal 2290
3396	3396	of an application under s. 517.161. 2291
3397	3397	(d) The application must be amended within 30 days if any 2292
3398	3398	information contained in the form becomes inaccurate for any 2293
3399	3399	reason. 2294
3400	3400	(e) The applicant must not be subject to any 2295
3401	3401	disqualification described in s. 517.1611 or United States 2296
3402	3402	Securities and Exchange Commission Rule 506(d), 17 C.F.R. 2297
3403	3403	230.506(d), adopted under the Securities Act of 1933. 2298
3404	3404	(f) If the office finds that an applicant has complied 2299
3405	3405	with the applicable registra tion provisions of this chapter and 2300
3406	3406
3407	3407	HB 779 2022
3408	3408
3409	3409
3410	3410
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3413	3413	Page 93 of 110
3414	3414	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
3415	3415
3416	3416
3417	3417
3418	3418	the rules adopted thereunder, the office shall register the 2301
3419	3419	applicant. The registration of each finder and associated person 2302
3420	3420	expires on December 31 of the year in which the registration 2303
3421	3421	became effective unless the finder or associated person renews 2304
3422	3422	the registration on or before that date. Registration may be 2305
3423	3423	renewed by furnishing such information as the commission may 2306
3424	3424	require by rule. A finder or associated person who has not 2307
3425	3425	renewed a registration by the time the current registration 2308
3426	3426	expires may request reinstatement of such registration by filing 2309
3427	3427	with the office, on or before January 31 of the year following 2310
3428	3428	the year of expiration, such information as required by the 2311
3429	3429	commission. A reinstatement of registration granted by the 2312
3430	3430	office during the month of January is deemed effective 2313
3431	3431	retroactive to January 1 of that year. 2314
3432	3432	(g) A finder must: 2315
3433	3433	1. Concurrently with each introduction, obtain the 2316
3434	3434	informed, written consent of each person introduced or referred 2317
3435	3435	by the finder to an issuer, in a written agreement signed by the 2318
3436	3436	finder, the issuer, and the person introduced or referred, and 2319
3437	3437	initialed by the person introduced or referred next to each 2320
3438	3438	paragraph, disclosing the following: 2321
3439	3439	a. The type and amount of compensation that has been or 2322
3440	3440	will be paid to the finder in connection with the introduction 2323
3441	3441	or referral and the conditions for payment of that compensation. 2324
3442	3442	b. That neither the finder nor its associated persons are 2325
3443	3443
3444	3444	HB 779 2022
3445	3445
3446	3446
3447	3447
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3450	3450	Page 94 of 110
3451	3451	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
3452	3452
3453	3453
3454	3454
3455	3455	providing advice to the issuer or a person introduced or 2326
3456	3456	referred by the finder to an issuer as to the value of the 2327
3457	3457	securities being offered or sold or as to the advisability of 2328
3458	3458	investing in, purchasing, or selling the securities being 2329
3459	3459	offered or sold. 2330
3460	3460	c. Whether the finder or any of its associated persons are 2331
3461	3461	also owners, directly or indirectly, of the securities being 2332
3462	3462	offered or sold. 2333
3463	3463	d. Any actual and potential conflict of interest in 2334
3464	3464	connection with the finder's or associated person's activities 2335
3465	3465	related to the issuer transaction. 2336
3466	3466	e. That the parties to the agreement have the right to 2337
3467	3467	pursue any available remedies at law or otherwise for any breach 2338
3468	3468	of the agreement. 2339
3469	3469	2340
3470	3470	To satisfy the requirements of this subparagraph, the agreement 2341
3471	3471	must also include a representation by the person introduced or 2342
3472	3472	referred by the finder to the issuer that the person is an 2343
3473	3473	accredited investor and that the person knowingly consents to 2344
3474	3474	the payment of the compensation described in the agreement. 2345
3475	3475	2. Maintain and preserve for 5 years after the date of the 2346
3476	3476	last renewal of registration under paragraph (f) a copy of the 2347
3477	3477	written agreement required under this paragraph and all other 2348
3478	3478	records relating to any offer or sale of securities in 2349
3479	3479	connection with which the finder receives compensation as the 2350
3480	3480
3481	3481	HB 779 2022
3482	3482
3483	3483
3484	3484
3485	3485	CODING: Words stricken are deletions; words underlined are additions.
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3487	3487	Page 95 of 110
3488	3488	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
3489	3489
3490	3490
3491	3491
3492	3492	commission may require by rule, including, but not limited to, 2351
3493	3493	communications with prospective investors, compensation records, 2352
3494	3494	and written disclosures provided to prospective investors. Upon 2353
3495	3495	written request by the office, the finder shall furnish to the 2354
3496	3496	office any records required to be maintained and preserved under 2355
3497	3497	this paragraph. 2356
3498	3498	(h) A finder or associated person may not: 2357
3499	3499	1. Participate in negotiating any of the terms of the 2358
3500	3500	offer or sale of the securities being offered or sold. 2359
3501	3501	2. Advise any party to the transaction regarding the value 2360
3502	3502	of the securities being offered or sold or the advisability of 2361
3503	3503	investing in, purchasing, or selling the securities being 2362
3504	3504	offered or sold. 2363
3505	3505	3. Conduct any due diligence on the part of any party to 2364
3506	3506	the transaction. 2365
3507	3507	4. Sell or offer for sale, in connection w ith the issuer 2366
3508	3508	transaction, any securities of the issuer that are owned, 2367
3509	3509	directly or indirectly, by the finder or associated person. 2368
3510	3510	5. Receive, directly or indirectly, possession or custody 2369
3511	3511	of any funds in connection with the issuer transaction. 2370
3512	3512	6. Knowingly receive compensation in connection with any 2371
3513	3513	offer or sale of securities unless the security is exempt under 2372
3514	3514	s. 517.051, is sold in a transaction exempt under s. 517.061, is 2373
3515	3515	a federal covered security, or is registered under this chapter. 2374
3516	3516	7. Make any disclosure to a prospective investor other 2375
3517	3517
3518	3518	HB 779 2022
3519	3519
3520	3520
3521	3521
3522	3522	CODING: Words stricken are deletions; words underlined are additions.
3523	3523	hb0779-00
3524	3524	Page 96 of 110
3525	3525	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
3526	3526
3527	3527
3528	3528
3529	3529	than the following: 2376
3530	3530	a. The name and address of, and the contact information 2377
3531	3531	for, the issuer or a dealer representing the issuer. 2378
3532	3532	b. The name, type, price, and aggregate amount of any 2379
3533	3533	securities being offered in the issuer transaction. 2380
3534	3534	c. The issuer's industry, location, and number of years in 2381
3535	3535	business. 2382
3536	3536	d. Written disclosure documents obtained from the issuer. 2383
3537	3537	8. Engage in any other activities prohibited by commission 2384
3538	3538	rule. 2385
3539	3539	Section 9. Subsecti ons (1) and (2) of section 517.121, 2386
3540	3540	Florida Statutes, are amended to read: 2387
3541	3541	517.121 Books and records requirements; examinations .— 2388
3542	3542	(1) A dealer, investment adviser, branch office, 2389
3543	3543	associated person, or intermediary, or finder shall maintain 2390
3544	3544	such books and records as the commission may prescribe by rule. 2391
3545	3545	(2) The office shall, at intermittent periods, examine the 2392
3546	3546	affairs and books and records of each registered dealer, 2393
3547	3547	investment adviser, associated person, intermediary, finder, or 2394
3548	3548	branch office notice -filed with the office, or require such 2395
3549	3549	records and reports to be submitted to it as required by rule of 2396
3550	3550	the commission, to determine compliance with this act. 2397
3551	3551	Section 10. Section 517.1217, Florida Statutes, is amended 2398
3552	3552	to read: 2399
3553	3553	517.1217 Rules of conduc t and prohibited business 2400
3554	3554
3555	3555	HB 779 2022
3556	3556
3557	3557
3558	3558
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3561	3561	Page 97 of 110
3562	3562	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
3563	3563
3564	3564
3565	3565
3566	3566	practices for intermediaries and for dealers, finders, and their 2401
3567	3567	associated persons.—The commission by rule may establish rules 2402
3568	3568	of conduct and prohibited business practices for intermediaries 2403
3569	3569	and for dealers, finders, and their associated persons. In 2404
3570	3570	adopting the rules, the commission shall consider general 2405
3571	3571	industry standards as expressed in the rules and regulations of 2406
3572	3572	the various federal and self -regulatory agencies and regulatory 2407
3573	3573	associations, including, but not limited to, the United States 2408
3574	3574	Securities and Exchange Commission, the Financial Industry 2409
3575	3575	Regulatory Authority, and the North American Securities 2410
3576	3576	Administrators Association. 2411
3577	3577	Section 11. Section 517.161, Florida Statutes, is amended 2412
3578	3578	to read: 2413
3579	3579	517.161 Revocation, denial, or suspension of registration 2414
3580	3580	of dealer, investment adviser, intermediary, finder, or 2415
3581	3581	associated person.— 2416
3582	3582	(1) Registration under s. 517.12 may be denied or any 2417
3583	3583	registration granted may be revoked, restricted, or suspended by 2418
3584	3584	the office if the office determines that such applicant or 2419
3585	3585	registrant; any member, principal, or director of the applicant 2420
3586	3586	or registrant or any person having a similar status or 2421
3587	3587	performing similar functions; or any control person of directly 2422
3588	3588	or indirectly controlling the applicant or registrant: 2423
3589	3589	(a) Has violated any provision of this chapter or any rule 2424
3590	3590	or order made under this chapter; 2425
3591	3591
3592	3592	HB 779 2022
3593	3593
3594	3594
3595	3595
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3599	3599	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
3600	3600
3601	3601
3602	3602
3603	3603	(b) Has made a material false statement in the application 2426
3604	3604	for registration; 2427
3605	3605	(c) Has been guilty of a fraudulent act in connection with 2428
3606	3606	rendering investment advice or in connection with any sale of 2429
3607	3607	securities, has been or is engaged or is about to engage in 2430
3608	3608	making fictitious or pretended sales or purchases of any such 2431
3609	3609	securities or in any practice involving the renderin g of 2432
3610	3610	investment advice or the sale of securities which is fraudulent 2433
3611	3611	or in violation of the law; 2434
3612	3612	(d) Has made a misrepresentation or false statement to, or 2435
3613	3613	concealed any essential or material fact from, any person in the 2436
3614	3614	rendering of investment advice or the sale of a security to such 2437
3615	3615	person; 2438
3616	3616	(e) Has failed to account to persons interested for all 2439
3617	3617	money and property received; 2440
3618	3618	(f) Has not delivered, after a reasonable time, to persons 2441
3619	3619	entitled thereto securities held or agreed to be delivered by 2442
3620	3620	the dealer, broker, or investment adviser, as and when paid for, 2443
3621	3621	and due to be delivered; 2444
3622	3622	(g) Is rendering investment advice or selling or offering 2445
3623	3623	for sale securities through any associated person not registered 2446
3624	3624	in compliance with the provisions of this chapter; 2447
3625	3625	(h) Has demonstrated unworthiness to transact the business 2448
3626	3626	of dealer, investment adviser, intermediary, finder, or 2449
3627	3627	associated person; 2450
3628	3628
3629	3629	HB 779 2022
3630	3630
3631	3631
3632	3632
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3636	3636	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
3637	3637
3638	3638
3639	3639
3640	3640	(i) Has exercised management or policy control over or 2451
3641	3641	owned 10 percent or more of the securities of any dealer, 2452
3642	3642	intermediary, or investment adviser that has been declared 2453
3643	3643	bankrupt, or had a trustee appointed under the Securities 2454
3644	3644	Investor Protection Act; or is, in the case of a dealer, 2455
3645	3645	intermediary, or investment adviser, insolvent; 2456
3646	3646	(j) Has been convicted of, or has entered a plea of guilty 2457
3647	3647	or nolo contendere to, regardless of whether adjudication was 2458
3648	3648	withheld, a crime against the laws of this state or any other 2459
3649	3649	state or of the United States or of any other country or 2460
3650	3650	government which relates to registration as a dea ler, investment 2461
3651	3651	adviser, issuer of securities, intermediary, finder, or 2462
3652	3652	associated person; which relates to the application for such 2463
3653	3653	registration; or which involves moral turpitude or fraudulent or 2464
3654	3654	dishonest dealing; 2465
3655	3655	(k) Has had a final judgment entered against her or him in 2466
3656	3656	a civil action upon grounds of fraud, embezzlement, 2467
3657	3657	misrepresentation, or deceit; 2468
3658	3658	(l) Is of bad business repute; 2469
3659	3659	(l)(m) Has been the subject of any decision, finding, 2470
3660	3660	injunction, suspension, prohibition, revocation, denial, 2471
3661	3661	judgment, or administrative order by any court of competent 2472
3662	3662	jurisdiction, administrative law judge, or by any state or 2473
3663	3663	federal agency, national securities, commodities, or option 2474
3664	3664	exchange, or national securities, commodities, or option 2475
3665	3665
3666	3666	HB 779 2022
3667	3667
3668	3668
3669	3669
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3672	3672	Page 100 of 110
3673	3673	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
3674	3674
3675	3675
3676	3676
3677	3677	association, involving a v iolation of any federal or state 2476
3678	3678	securities or commodities law or any rule or regulation 2477
3679	3679	promulgated thereunder, or any rule or regulation of any 2478
3680	3680	national securities, commodities, or options exchange or 2479
3681	3681	national securities, commodities, or options associat ion, or has 2480
3682	3682	been the subject of any injunction or adverse administrative 2481
3683	3683	order by a state or federal agency regulating banking, 2482
3684	3684	insurance, finance or small loan companies , real estate, 2483
3685	3685	mortgage brokers or lenders, money transmitters, or other 2484
3686	3686	related or similar industries. For purposes of this subsection, 2485
3687	3687	the office may not deny registration to any applicant who has 2486
3688	3688	been continuously registered with the office for 5 years after 2487
3689	3689	the date of entry of such decision, finding, injunction, 2488
3690	3690	suspension, prohibition , revocation, denial, judgment, or 2489
3691	3691	administrative order provided such decision, finding, 2490
3692	3692	injunction, suspension, prohibition, revocation, denial, 2491
3693	3693	judgment, or administrative order has been timely reported to 2492
3694	3694	the office pursuant to the commission's rules; o r 2493
3695	3695	(m)(n) Made payment to the office for a registration with 2494
3696	3696	a check or electronic transmission of funds that is dishonored 2495
3697	3697	by the applicant's or registrant's financial institution. 2496
3698	3698	(2) The payment or anticipated payment of any amount from 2497
3699	3699	the Securities Guaranty Fund in settlement of a claim or in 2498
3700	3700	satisfaction of a judgment against an applicant or registrant 2499
3701	3701	constitutes prima facie grounds for the denial of the 2500
3702	3702
3703	3703	HB 779 2022
3704	3704
3705	3705
3706	3706
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3710	3710	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
3711	3711
3712	3712
3713	3713
3714	3714	applicant's application for registration or the revocation of 2501
3715	3715	the registrant's registration. 2502
3716	3716	(3) In the event the office determines to deny an 2503
3717	3717	application or revoke a registration, it shall enter a final 2504
3718	3718	order with its findings on the register of dealers and 2505
3719	3719	associated persons; and denial, suspension, or revocation of the 2506
3720	3720	registration of a deale r, intermediary, or investment adviser 2507
3721	3721	shall also deny, suspend, or revoke the registration of all her 2508
3722	3722	or his associated persons. 2509
3723	3723	(4) It shall be sufficient cause for denial of an 2510
3724	3724	application or revocation of registration, in the case of a 2511
3725	3725	partnership, corporation, limited liability company, or 2512
3726	3726	unincorporated association, if any member of the partnership , 2513
3727	3727	any manager or managing member of the limited liability company, 2514
3728	3728	or any officer, director, or ultimate equitable owner of the 2515
3729	3729	corporation or association has committed any act or omission 2516
3730	3730	which would be cause for denying, revoking, restricting, or 2517
3731	3731	suspending the registration of an individual dealer, investment 2518
3732	3732	adviser, intermediary, finder, or associated person. As used in 2519
3733	3733	this subsection, the term "ultima te equitable owner" means a 2520
3734	3734	natural person who directly or indirectly owns or controls an 2521
3735	3735	ownership interest in the corporation, partnership, association, 2522
3736	3736	or other legal entity however organized, regardless of whether 2523
3737	3737	such natural person owns or controls s uch ownership interest 2524
3738	3738	through one or more proxies, powers of attorney, nominees, 2525
3739	3739
3740	3740	HB 779 2022
3741	3741
3742	3742
3743	3743
3744	3744	CODING: Words stricken are deletions; words underlined are additions.
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3746	3746	Page 102 of 110
3747	3747	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
3748	3748
3749	3749
3750	3750
3751	3751	corporations, associations, partnerships, trusts, joint stock 2526
3752	3752	companies, or other entities or devices, or any combination 2527
3753	3753	thereof. 2528
3754	3754	(5) The office may deny any request to te rminate or 2529
3755	3755	withdraw any application or registration if the office believes 2530
3756	3756	that an act that which would be a ground for denial, suspension, 2531
3757	3757	restriction, or revocation under this chapter has been 2532
3758	3758	committed. 2533
3759	3759	(6) Registration under s. 517.12 may be denied o r any 2534
3760	3760	registration granted may be suspended or restricted if an 2535
3761	3761	applicant or registrant is charged, in a pending enforcement 2536
3762	3762	action or pending criminal prosecution, with any conduct that 2537
3763	3763	would authorize denial or revocation under subsection (1). 2538
3764	3764	Registration under s. 517.12 may be suspended or restricted if a 2539
3765	3765	registrant is arrested for any conduct that would authorize 2540
3766	3766	revocation under subsection (1). 2541
3767	3767	(a) Any denial of registration ordered under this 2542
3768	3768	subsection shall be without prejudice to the applicant's ability 2543
3769	3769	to reapply for registration. 2544
3770	3770	(b) Any order of suspension or restriction under this 2545
3771	3771	subsection shall: 2546
3772	3772	1. Take effect only after a hearing, unless no hearing is 2547
3773	3773	requested by the registrant or unless the suspension or 2548
3774	3774	restriction is made in accor dance with s. 120.60(6). 2549
3775	3775	2. Contain a finding that evidence of a prima facie case 2550
3776	3776
3777	3777	HB 779 2022
3778	3778
3779	3779
3780	3780
3781	3781	CODING: Words stricken are deletions; words underlined are additions.
3782	3782	hb0779-00
3783	3783	Page 103 of 110
3784	3784	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
3785	3785
3786	3786
3787	3787
3788	3788	supports the charge made in the enforcement action or criminal 2551
3789	3789	prosecution. 2552
3790	3790	3. Operate for no longer than 10 days beyond receipt of 2553
3791	3791	notice by the office of termination wi th respect to the 2554
3792	3792	registrant of the enforcement action or criminal prosecution. 2555
3793	3793	(c) For purposes of this subsection: 2556
3794	3794	1. The term "enforcement action" means any judicial 2557
3795	3795	proceeding or any administrative proceeding where such judicial 2558
3796	3796	or administrative proceeding is brought by an agency of the 2559
3797	3797	United States or of any state to enforce or restrain violation 2560
3798	3798	of any state or federal law, or any disciplinary proceeding 2561
3799	3799	maintained by the Financial Industry Regulatory Authority, the 2562
3800	3800	National Futures Association, or any other similar self -2563
3801	3801	regulatory organization. 2564
3802	3802	2. An enforcement action is pending at any time after 2565
3803	3803	notice to the applicant or registrant of such action and is 2566
3804	3804	terminated at any time after entry of final judgment or decree 2567
3805	3805	in the case of judicial p roceedings, final agency action in the 2568
3806	3806	case of administrative proceedings, and final disposition by a 2569
3807	3807	self-regulatory organization in the case of disciplinary 2570
3808	3808	proceedings. 2571
3809	3809	3. A criminal prosecution is pending at any time after 2572
3810	3810	criminal charges are filed and is terminated at any time after 2573
3811	3811	conviction, acquittal, or dismissal. 2574
3812	3812	Section 12. Subsection (2) of section 517.1611, Florida 2575
3813	3813
3814	3814	HB 779 2022
3815	3815
3816	3816
3817	3817
3818	3818	CODING: Words stricken are deletions; words underlined are additions.
3819	3819	hb0779-00
3820	3820	Page 104 of 110
3821	3821	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
3822	3822
3823	3823
3824	3824
3825	3825	Statutes, is amended to read: 2576
3826	3826	517.1611 Guidelines. — 2577
3827	3827	(2) The commission shall adopt by rule disqualifying 2578
3828	3828	periods pursuant to which an applicant will be disqualified from 2579
3829	3829	eligibility for registration based upon criminal convictions, 2580
3830	3830	pleas of nolo contendere, or pleas of guilt, regardless of 2581
3831	3831	whether adjudication was withheld, by the applicant; any 2582
3832	3832	partner, member, officer, o r director of the applicant or any 2583
3833	3833	person having a similar status or performing similar functions; 2584
3834	3834	or any control person of directly or indirectly controlling the 2585
3835	3835	applicant. 2586
3836	3836	(a) The disqualifying periods shall be 15 years for a 2587
3837	3837	felony and 5 years for a m isdemeanor. 2588
3838	3838	(b) The disqualifying periods shall be related to crimes 2589
3839	3839	involving registration as a dealer, investment adviser, issuer 2590
3840	3840	of securities, or associated person or the application for such 2591
3841	3841	registration or involving moral turpitude or fraudulent or 2592
3842	3842	dishonest dealing. 2593
3843	3843	(c) The rules may also address mitigating factors, an 2594
3844	3844	additional waiting period based upon dates of imprisonment or 2595
3845	3845	community supervision, an additional waiting period based upon 2596
3846	3846	commitment of multiple crimes, and other factors reason ably 2597
3847	3847	related to the consideration of an applicant's criminal history. 2598
3848	3848	(d) An applicant is not eligible for registration until 2599
3849	3849	the expiration of the disqualifying period set by rule. Section 2600
3850	3850
3851	3851	HB 779 2022
3852	3852
3853	3853
3854	3854
3855	3855	CODING: Words stricken are deletions; words underlined are additions.
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3857	3857	Page 105 of 110
3858	3858	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
3859	3859
3860	3860
3861	3861
3862	3862	112.011 does not apply to the registration provisions under this 2601
3863	3863	chapter. Nothing in this section changes or amends the grounds 2602
3864	3864	for denial under s. 517.161. 2603
3865	3865	Section 13. Section 517.181, Florida Statutes, is 2604
3866	3866	repealed. 2605
3867	3867	Section 14. Subsection (4) of section 517.191, Florida 2606
3868	3868	Statutes, is amended to read: 2607
3869	3869	517.191 Injunction to restrain violations; civil 2608
3870	3870	penalties; enforcement by Attorney General. — 2609
3871	3871	(4)(a) In addition to any other remedies provided by this 2610
3872	3872	chapter, the office may apply to the court hearing the matter 2611
3873	3873	for, and the court shall have jurisdiction to im pose, a civil 2612
3874	3874	penalty against any person found to have violated any provision 2613
3875	3875	of this chapter, any rule or order adopted by the commission or 2614
3876	3876	office, or any written agreement entered into with the office in 2615
3877	3877	an amount not to exceed $10,000 for a natural per son or $25,000 2616
3878	3878	for any other person, or the gross amount of any pecuniary gain 2617
3879	3879	to such defendant for each such violation other than a violation 2618
3880	3880	of s. 517.301 plus $50,000 for a natural person or $250,000 for 2619
3881	3881	any other person, or the gross amount of any pec uniary gain to 2620
3882	3882	such defendant for each violation of s. 517.301. All civil 2621
3883	3883	penalties collected pursuant to this subsection shall be 2622
3884	3884	deposited into the Anti -Fraud Trust Fund. The office may recover 2623
3885	3885	any costs and attorney fees related to the office's 2624
3886	3886	investigation or enforcement of this section. Notwithstanding 2625
3887	3887
3888	3888	HB 779 2022
3889	3889
3890	3890
3891	3891
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3895	3895	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
3896	3896
3897	3897
3898	3898
3899	3899	any other provision of law, moneys recovered by the office for 2626
3900	3900	costs and attorney fees collected pursuant to this subsection 2627
3901	3901	shall be deposited into the Anti -Fraud Trust Fund. 2628
3902	3902	(b) A control person fou nd to have violated any provision 2629
3903	3903	of this chapter or any rule adopted under any provision of this 2630
3904	3904	chapter is liable jointly and severally with and to the same 2631
3905	3905	extent as such controlled person in any action brought by the 2632
3906	3906	office under this section, unless t he control person can 2633
3907	3907	establish by a preponderance of the evidence that he or she 2634
3908	3908	acted in good faith and did not directly or indirectly induce 2635
3909	3909	the act that constitutes the violation or cause of action. For 2636
3910	3910	purposes of any action brought by the office under this section, 2637
3911	3911	a person who knowingly or recklessly prov ides substantial 2638
3912	3912	assistance to another person in violation of a provision of this 2639
3913	3913	chapter, or of any rule adopted under any provision of this 2640
3914	3914	chapter, is deemed to violate the provision or the rule to the 2641
3915	3915	same extent as the person to whom such assistance i s provided. 2642
3916	3916	Section 15. Subsection (1) of section 517.075, Florida 2643
3917	3917	Statutes, is amended to read: 2644
3918	3918	517.075 Cuba, prospectus disclosure of doing business 2645
3919	3919	with, required.— 2646
3920	3920	(1) Any issuer of securities that will be sold in this 2647
3921	3921	state pursuant to a prosp ectus must disclose in the prospectus 2648
3922	3922	if the issuer or any affiliate thereof , as defined in s. 2649
3923	3923	517.021(1), does business with the government of Cuba or with 2650
3924	3924
3925	3925	HB 779 2022
3926	3926
3927	3927
3928	3928
3929	3929	CODING: Words stricken are deletions; words underlined are additions.
3930	3930	hb0779-00
3931	3931	Page 107 of 110
3932	3932	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
3933	3933
3934	3934
3935	3935
3936	3936	any person or affiliate located in Cuba. The prospectus 2651
3937	3937	disclosure required by this subsection does not apply with 2652
3938	3938	respect to prospectuses prepared before April 10, 1992. 2653
3939	3939	Section 16. Paragraph (b) of subsection (5) of section 2654
3940	3940	626.9911, Florida Statutes, is amended to read: 2655
3941	3941	626.9911 Definitions. —As used in this act, the term: 2656
3942	3942	(5) "Life expectancy provider" means a person who 2657
3943	3943	determines, or holds himself or herself out as determining, life 2658
3944	3944	expectancies or mortality ratings used to determine life 2659
3945	3945	expectancies: 2660
3946	3946	(b) In connection with a viatical settlement investment , 2661
3947	3947	pursuant to s. 517.021(24) ; or 2662
3948	3948	Section 17. Subsection (6) of section 744.351, Florida 2663
3949	3949	Statutes, is amended to read: 2664
3950	3950	744.351 Bond of guardian. — 2665
3951	3951	(6) When it is expedient in the judgment of any court 2666
3952	3952	having jurisdiction of any guardianship property, because the 2667
3953	3953	size of the bond req uired of the guardian is burdensome, or for 2668
3954	3954	other cause, the court may order, in lieu of a bond or in 2669
3955	3955	addition to a lesser bond, that the guardian place all or part 2670
3956	3956	of the property of the ward in a designated financial 2671
3957	3957	institution under the same conditions and limitations as are 2672
3958	3958	contained in s. 69.031. A designated financial institution shall 2673
3959	3959	also include a dealer , as defined in s. 517.021(6), if the 2674
3960	3960	dealer is a member of the Security Investment Protection 2675
3961	3961
3962	3962	HB 779 2022
3963	3963
3964	3964
3965	3965
3966	3966	CODING: Words stricken are deletions; words underlined are additions.
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3968	3968	Page 108 of 110
3969	3969	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
3970	3970
3971	3971
3972	3972
3973	3973	Corporation and is doing business in the state. 2676
3974	3974	Section 18. Paragraph (a) of subsection (1) of section 2677
3975	3975	517.131, Florida Statutes, is amended to read: 2678
3976	3976	517.131 Securities Guaranty Fund. — 2679
3977	3977	(1)(a) The Chief Financial Officer shall establish a 2680
3978	3978	Securities Guaranty Fund. An amount not exceeding 20 percent of 2681
3979	3979	all revenues received as assessment fees pursuant to s. 2682
3980	3980	517.12(9) and (10) s. 517.12(10) and (11) for dealers and 2683
3981	3981	investment advisers or s. 517.1201 for federal covered advisers 2684
3982	3982	and an amount not exceeding 10 percent of all revenues received 2685
3983	3983	as assessment fees pursuant to s. 517.12(9) and (10) s. 2686
3984	3984	517.12(10) and (11) for associated persons shall be part of the 2687
3985	3985	regular license fee and shall be transferred to or deposited in 2688
3986	3986	the Securities Guaranty Fund. 2689
3987	3987	Section 19. Subsection (1) of section 517.211, Fl orida 2690
3988	3988	Statutes, is amended to read: 2691
3989	3989	517.211 Remedies available in cases of unlawful sale. — 2692
3990	3990	(1) Every sale made in violation of either s. 517.07 or s. 2693
3991	3991	517.12(1), (3), (4), (8), (10), (12), (15), or (17) (4), (5), 2694
3992	3992	(9), (11), (13), (16), or (18) may be rescinded at the election 2695
3993	3993	of the purchaser, except a sale made in violation of the 2696
3994	3994	provisions of s. 517.1202(3) relating to a renewal of a branch 2697
3995	3995	office notification shall not be subject to this section, and a 2698
3996	3996	sale made in violation of the provisions of s. 517.12(12) s. 2699
3997	3997	517.12(13) relating to filing a change of address amendment 2700
3998	3998
3999	3999	HB 779 2022
4000	4000
4001	4001
4002	4002
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4006	4006	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
4007	4007
4008	4008
4009	4009
4010	4010	shall not be subject to this section. Each person making the 2701
4011	4011	sale and every director, officer, partner, or agent of or for 2702
4012	4012	the seller, if the director, officer, partner, or agent has 2703
4013	4013	personally participated or aided in making the sale, is jointly 2704
4014	4014	and severally liable to the purchaser in an action for 2705
4015	4015	rescission, if the purchaser still owns the security, or for 2706
4016	4016	damages, if the purchaser has sold the security. No purchaser 2707
4017	4017	otherwise entitled will have the benefit of this subsection who 2708
4018	4018	has refused or failed, within 30 days of receipt, to accept an 2709
4019	4019	offer made in writing by the seller, if the purchaser has not 2710
4020	4020	sold the security, to take back the security in question and to 2711
4021	4021	refund the full amount paid by the purchaser or, if the 2712
4022	4022	purchaser has sold the security, to pay the purchaser an amount 2713
4023	4023	equal to the difference between the amount paid for the security 2714
4024	4024	and the amount received by the purchaser on the sale of the 2715
4025	4025	security, together, in eithe r case, with interest on the full 2716
4026	4026	amount paid for the security by the purchaser at the legal rate, 2717
4027	4027	pursuant to s. 55.03, for the period from the date of payment by 2718
4028	4028	the purchaser to the date of repayment, less the amount of any 2719
4029	4029	income received by the purcha ser on the security. 2720
4030	4030	Section 20. Subsection (2) of section 517.315, Florida 2721
4031	4031	Statutes, is amended to read: 2722
4032	4032	517.315 Fees.—All fees of any nature collected by the 2723
4033	4033	office pursuant to this chapter shall be disbursed as follows: 2724
4034	4034	(2) After the transfer required in subsection (1), the 2725
4035	4035
4036	4036	HB 779 2022
4037	4037
4038	4038
4039	4039
4040	4040	CODING: Words stricken are deletions; words underlined are additions.
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4043	4043	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
4044	4044
4045	4045
4046	4046
4047	4047	office shall transfer the $50 assessment fee collected from each 2726
4048	4048	associated person under s. 517.12(9) and (10) s. 517.12(10) and 2727
4049	4049	(11) and 30.44 percent of the $100 assessment fee paid by 2728
4050	4050	dealers and investment advisors for each office in the state 2729
4051	4051	under s. 517.12(9) and (10) s. 517.12(10) and (11) to the 2730
4052	4052	Regulatory Trust Fund; and 2731
4053	4053	Section 21. This act shall take effect July 1, 2022. 2732