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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
A bill to be entitled 1
An act relating to securities transactions; reordering 2
and amending s. 517.021, F.S.; adding and revising 3
definitions; requiring the Financial Services 4
Commission to define the term "accredited investor"; 5
amending s. 517.061, F.S.; revising conditions for 6
securities transactions exempt from registration 7
requirements; exempting the offer and sale of an 8
issuer's own securities from registration requirements 9
if certain conditions are met; requiring such issuers 10
to file certain information with the Office of 11
Financial Regulation within a certain timeframe; 12
authorizing the commission to adopt rules; making 13
technical and conforming changes; amending s. 14
517.0611, F.S.; revising federal standards for 15
intrastate crowdfunding securities offers and sales; 16
revising requirements for issuers and intermediaries 17
of such securities; revising the limit on 18
consideration received for sales of such securities; 19
conforming cross-references and provisions to changes 20
made by the act; creating s. 517.065, F.S.; 21
authorizing issuers or their authorized persons to 22
communicate with prospective investors to determine 23
their interest in a contemplated security offering; 24
specifying conditions and restrictions relating to 25
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such preoffering communications; providing that 26
certain preoffering commu nications are not subject to 27
certain requirements and restrictions if certain 28
conditions are met; providing construction; amending 29
s. 517.072, F.S.; authorizing the commission to adopt 30
certain rules relating to viatical settlement 31
investments; conforming a provision to changes made by 32
the act; amending s. 517.081, F.S.; revising 33
requirements for the registration of securities; 34
deleting a limit on, and the commission's rulemaking 35
authority to fix, maximum compensation in connection 36
with the sale or offering of securities; revising 37
application fees for certain securities registrations; 38
requiring the office to deem an application abandoned 39
under certain circumstances; conforming provisions to 40
changes made by the act; amending s. 517.082, F.S.; 41
deleting a restriction on securities registration by 42
notification for specified securities; requiring the 43
office to deem applications for registration by 44
notification abandoned under certain circumstances; 45
making technical changes; amending s. 517.111, F.S.; 46
revising grounds on which the office may revoke, 47
suspend, or deny the registration of securities; 48
specifying the office's powers in investigations of 49
issuers; revising the methods by which the office may 50
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enter an order suspending an issuer's right to sell 51
securities; amending s. 517.12, F.S.; revising 52
prohibited acts of dealers and associated persons of 53
dealers without required registration; revising 54
applicability of registration requirements; revising 55
requirements for applying for registration as a 56
dealer, an associated person of a dealer, or an 57
investment adviser; conforming provisions to changes 58
made by the act; making technical changes; creating s. 59
517.1214, F.S.; defining terms; specifying continuing 60
education requirements for associated persons of 61
investment advisers and federal covered advisers; 62
providing that certain education credits satisfy such 63
requirements if certain conditions are met; 64
prohibiting associated persons from carrying forward 65
credits to subsequent reporting periods; specifying a 66
restriction on associated persons who fail to meet 67
such requirements; specifying requirements for certain 68
previously registered associated persons; amending s. 69
517.1217, F.S.; revising the commission's rulemaking 70
authority as to rules of conduct and prohibited 71
business practices of Tier I dealers, associated 72
persons, and intermediaries; specifying disclosure 73
requirements for Tier II dealers as to prospective 74
investors; specifying prohibited acts of Tier II 75
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dealers and associated persons; amending s. 517.161, 76
F.S.; revising grounds on which the office may deny, 77
revoke, restrict, or suspend registrations of dealers, 78
investment advisers, intermediaries, or associated 79
persons; amending s. 517.1611, F.S.; conforming a 80
provision to changes made by the act; repealing s. 81
517.181, F.S., relating to escrow agreements; amending 82
s. 517.191, F.S.; authorizing the office to recover 83
its investigation and enforcement costs and attorney 84
fees in certain civil actions; requiring such moneys 85
to be deposited into the Anti -Fraud Trust Fund; 86
specifying the liability of certain control persons; 87
providing construction; amending s. 517.201, F.S.; 88
conforming a provision to changes made by the act; 89
amending s. 921.0022, F.S.; revising applicability of 90
a criminal penalty for certain registration 91
violations; amending ss. 517.051 and 517.1215, F.S.; 92
making technical changes; amending ss. 517.075, 93
517.131, 517.211, 517.315, 626.9911, and 744.351, 94
F.S.; conforming cross -references and making technical 95
changes; providing an effective date. 96
97
Be It Enacted by the Legislature of the State of Florida: 98
99
Section 1. Section 517.021, Florida Statutes, is reordered 100
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and amended to read: 101
517.021 Definitions. —When used in this chapter, unless the 102
context otherwise indicates, the following terms have the 103
following respective meanings: 104
(1) "Accredited investor" shall be defined by rule of the 105
commission. In adopting the rule, the commission shall consider 106
how the term is defined in the rules and regulations of the 107
various federal and self -regulatory securities agenci es and 108
securities regulatory associations. 109
(2) "Affiliate" means a person that directly, or 110
indirectly through one or more intermediaries, controls, is 111
controlled by, or is under common control with an applicant or 112
registrant. 113
(3) "Angel investor group " means a group of accredited 114
investors who hold regular meetings and have defined processes 115
and procedures for making investment decisions, individually or 116
among the membership of the group as a whole, and are neither 117
associated persons nor agents of any dealer or investment 118
adviser. 119
(4)(2) "Associated person" means: 120
(a)1. With respect to a dealer , a natural person who is or 121
investment adviser, any of the following : 122
a. Employed, appointed, or authorized by a Tier I dealer 123
and who represents the Tier I dealer in effecting or attempting 124
to effect purchases or sales of securities; or 125
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b. Employed, appointed, or authorized by a Tier II dealer 126
and who represents the Tier II dealer in introducing or 127
referring, solely for the purpose of a potential offer or sale 128
of securities of the issuer in an issuer transaction in this 129
state: 130
(I) One or more potential investors who such natural 131
person reasonably believes are accredited investors to an issuer 132
with a principal place of business in this state; or 133
(II) An issuer with a principal place of business in this 134
state to one or more potential investors who such natural person 135
reasonably believes are accredited investors. 136
2. The term does not include the following: 137
a. A dealer. 138
b. A partner, officer, or director of a Tier I dealer or a 139
person having a similar status or performing similar functions 140
as a Tier I dealer, unless such person is specified in 141
subparagraph 1. 142
c. A dealer's employee whose function is only clerical or 143
ministerial. 144
d. A person whose transactions in this state are limited 145
to those transactions described in s. 15(i)(3) of the Securities 146
Exchange Act of 1934, as amended. 147
(b)1. With respect to an investment adviser, a natural 148
person, including, but not limited to, a partner, officer , 149
director, or branch manager, or a person occupying a similar 150
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status or performing similar functions, who: 151
a. Is employed by or associated with, or is subject to the 152
supervision and control of, an investment adviser registered or 153
required to be register ed under this chapter; and 154
b. Does any of the following: 155
(I) Makes any recommendation or otherwise gives investment 156
advice regarding securities. 157
(II) Manages accounts or portfolios of clients. 158
(III) Determines which recommendation or advice regardi ng 159
securities should be given. 160
(IV) Receives compensation to solicit, offer, or negotiate 161
for the sale of investment advisory services. 162
(V) Supervises employees who perform a function under this 163
sub-subparagraph. 164
2. The term does not include the foll owing: 165
a. An investment adviser. 166
b. An employee whose function is only clerical or 167
ministerial 168
1. Any partner, officer, director, or branch manager of a 169
dealer or investment adviser or any person occupying a similar 170
status or performing similar funct ions; 171
2. Any natural person directly or indirectly controlling 172
or controlled by such dealer or investment adviser, other than 173
an employee whose function is only clerical or ministerial; or 174
3. Any natural person, other than a dealer, employed, 175
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appointed, or authorized by a dealer, investment adviser, or 176
issuer to sell securities in any manner or act as an investment 177
adviser as defined in this section . 178
179
The partners of a partnership and the executive officers of a 180
corporation or other association register ed as a dealer, and any 181
person whose transactions in this state are limited to those 182
transactions described in s. 15(h)(2) of the Securities Exchange 183
Act of 1934, are not "associated persons" within the meaning of 184
this definition. 185
(c)(b) With respect to a federal covered adviser, a 186
natural any person who is an investment adviser representative 187
and who has a place of business in this state, as such terms are 188
defined in Rule 203A -3 of the Securities and Exchange Commission 189
adopted under the Investment Advis ers Act of 1940, as amended. 190
(5)(3) "Boiler room" means an enterprise in which two or 191
more persons engage in telephone communications with members of 192
the public using two or more telephones at one location, or at 193
more than one location in a common scheme or enterprise. 194
(6)(4) "Branch office" means any location in this state of 195
a dealer or investment adviser at which one or more associated 196
persons regularly conduct the business of rendering investment 197
advice or effecting any transactions in, or inducing or 198
attempting to induce the purchase or sale of, any security or 199
any location that is held out as such. The commission may adopt 200
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by rule exceptions to this definition for dealers in order to 201
maintain consistency with the definition of a branch office used 202
by self-regulatory organizations authorized by the Securities 203
and Exchange Commission, including, but not limited to, the 204
Financial Industry Regulatory Authority. The commission may 205
adopt by rule exceptions to this definition for investment 206
advisers. 207
(7) "Business accelerator" means an organization offering 208
a variety of mentoring or coaching resources to businesses that 209
have completed, or are close to completing, a minimum viable 210
product or service in a time -intensive, capital-funding-focused 211
program having durations from several months to a year. A 212
business accelerator may also offer business incubator services. 213
(8) "Business incubator" means an organization offering a 214
variety of networking, mentoring, or coaching resources to pre -215
revenue seed or idea -stage businesses with shared workspaces to 216
facilitate such businesses' development into post -revenue, pre-217
profit, early stage businesses. A business incubator may also 218
offer business accelerator services. 219
(10)(5) "Control," including the terms "controlling," 220
"controlled by," or "under control with" and "under common 221
control with," means the possession, directly or indirectly, of 222
the power to direct or cause the direction of the management or 223
policies of a person, whether through the ownership of voting 224
securities, by contract, or otherwise. 225
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(11) "Control person" means a person that possesses the 226
power, directly or indirectly, to direct or to cause the 227
direction of the management or policies of an organization, 228
whether through ownership of securities, by c ontract, or 229
otherwise. A person is presumed to be a control person of an 230
organization if, with respect to a particular organization, the 231
person: 232
(a) Holds the title of president, chief executive officer, 233
chief financial officer, chief operations officer, chief legal 234
officer, or compliance officer; 235
(b) Holds any of the officer positions named in the 236
organization's governing documents; 237
(c) Is a member of the organization's board of directors; 238
(d) For an organization that is a corporation, is a 239
shareholder that, directly or indirectly, owns 25 percent or 240
more or has the power to vote 25 percent or more of a class of 241
voting securities; 242
(e) For an organization that is a partnership, is a 243
general partner or a limited or special partner that has 244
contributed 25 percent or more or that has the right to receive 245
upon dissolution 25 percent or more of the partnership's 246
capital; or 247
(f) For an organization that is a limited liability 248
company, is a manager or is a member that has contributed 25 249
percent or more or that has the right to receive upon 250
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dissolution 25 percent or more of the limited liability 251
company's capital. 252
(12)(6)(a) "Dealer" includes, unless otherwise specified, 253
a Tier I dealer or Tier II dealer any of the following: 254
1. Any person, othe r than an associated person registered 255
under this chapter, who engages, either for all or part of her 256
or his time, directly or indirectly, as broker or principal in 257
the business of offering, buying, selling, or otherwise dealing 258
or trading in securities is sued by another person . 259
2. Any issuer who through persons directly compensated or 260
controlled by the issuer engages, either for all or part of her 261
or his time, directly or indirectly, in the business of offering 262
or selling securities which are issued or a re proposed to be 263
issued by the issuer. 264
(b) The term "dealer" does not include the following: 265
(a) A licensed practicing attorney who renders or performs 266
any such services in connection with the regular practice of the 267
attorney's profession. 268
(b) A bank authorized to do business in this state, except 269
nonbank subsidiaries of a bank. 270
(c) A trust company having trust powers that it is 271
authorized to exercise in this state, which renders or performs 272
services in a fiduciary capacity incidental to the exerci se of 273
its trust powers. 274
(d) A wholesaler selling exclusively to dealers. 275
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(e) A person buying and selling for the person's own 276
account exclusively through a registered dealer or stock 277
exchange. 278
(f) A natural person representing an issuer in the 279
purchase, sale, or distribution of the issuer's own securities 280
if such person: 281
1. Is an officer, a director, a limited liability company 282
manager or managing member, or a bona fide employee of the 283
issuer; 284
2. Has not participated in the distribution or sale of 285
securities for any issuer for which such person was, within the 286
preceding 12 months, an officer, a director, a limited liability 287
company manager or managing member, or a bona fide employee; 288
3. Primarily performs, or is intended to perform at the 289
end of the distribution, substantial duties for, or on behalf 290
of, the issuer other than in connection with transactions in 291
securities; and 292
4. Does not receive a commission, compensation, or other 293
consideration for the completed sale of the issuer's securities 294
apart from the compensation received for regular duties to the 295
issuer. 296
1. Any licensed practicing attorney who renders or 297
performs any of such services in connection with the regular 298
practice of her or his profession; 299
2. Any bank authorized to do busine ss in this state, 300
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except nonbank subsidiaries of a bank; 301
3. Any trust company having trust powers which it is 302
authorized to exercise in this state, which renders or performs 303
services in a fiduciary capacity incidental to the exercise of 304
its trust powers; 305
4. Any wholesaler selling exclusively to dealers; 306
5. Any person buying and selling for her or his own 307
account exclusively through a registered dealer or stock 308
exchange; or 309
6. Pursuant to s. 517.061(11), any person associated with 310
an issuer of securities if such person is a bona fide employee 311
of the issuer who has not participated in the distribution or 312
sale of any securities within the preceding 12 months and who 313
primarily performs, or is intended to perform at the end of the 314
distribution, substantia l duties for, or on behalf of, the 315
issuer other than in connection with transactions in securities. 316
(9)(7) "Commission" means the Financial Services 317
Commission. 318
(22)(8) "Office" means the Office of Financial Regulation 319
of the commission. 320
(13)(9) "Federal covered adviser" means a person that who 321
is registered or required to be registered under s. 203 of the 322
Investment Advisers Act of 1940 , as amended. The term "federal 323
covered adviser" does not include any person that who is 324
excluded from the definition of investment adviser under 325
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subparagraphs (18)(b)1.-8. (14)(b)1.-8. 326
(14)(10) "Federal covered security" means a any security 327
that is a covered security under s. 18(b) of the Securities Act 328
of 1933, as amended, or rules and regulations adopted 329
thereunder. 330
(15)(11) "Guarantor" means a person that who agrees in 331
writing, or that who holds itself out to the public as agreeing, 332
to pay the indebtedness of another when due, including, without 333
limitation, payments of principal an d interest on a bond, 334
debenture, note, or other evidence of indebtedness, without 335
resort by the holder to any other obligor, whether or not such 336
writing expressly states that the person signing is signing as a 337
guarantor. The obligation of a guarantor hereu nder shall be a 338
continuing, absolute, and unconditional guaranty of payment, 339
without regard to the validity, regularity, or enforceability of 340
the underlying indebtedness. 341
(16)(12) "Guaranty" means an agreement in a writing in 342
which one party either agrees, or holds itself out to the public 343
as agreeing, to pay the indebtedness of another when due, 344
including, without limitation, payments of principal and 345
interest on a bond, debenture, note, or other evidence of 346
indebtedness, without resort by the holder to any other obligor, 347
whether or not such writing expressly states that the person 348
signing is signing as a guarantor. An agreement that is not 349
specifically denominated as a guaranty shall nevertheless 350
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constitute a guaranty if the holder of the underlying 351
indebtedness or the holder's her or his representative or 352
trustee has the right to sue to enforce the guarantor's 353
obligations under the guaranty. Words of guaranty or equivalent 354
words that which otherwise do not specify guaranty of payment 355
create a presumption that payment, rather than collection, is 356
guaranteed by the guarantor. Any guaranty in writing is 357
enforceable notwithstanding any statute of frauds. 358
(17)(13) "Intermediary" means a natural person residing in 359
this the state or a corporation, trust, partnership, limited 360
liability company, association, or other legal entity registered 361
with the Secretary of State to do business in this the state, 362
which facilitates through its website the offer or sale of 363
securities of an issuer with a principal place of business in 364
this state under s. 517.0611. 365
(18)(a)(14)(a) "Investment adviser" means a includes any 366
person, other than an associated person of an investment adviser 367
or a federal covered adviser, that who receives compensation, 368
directly or indirectly, and engages for all or part of the 369
person's her or his time, directly or indirectly, or through 370
publications or writings, in the business of advising others as 371
to the value of securities or as to the advisability of 372
investments in, purchasing of, or selling of securities , except 373
a dealer whose performance of these services is solely 374
incidental to the conduct of her or his business as a dealer and 375
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who receives no special compensation for such services . 376
(b) The term "investment adviser" does not include the 377
following: 378
1. A dealer or associated person of a dealer whose 379
performance of services in paragraph (a) is solely incidental to 380
the conduct of the dealer's or associated person's business as a 381
dealer and who does not receiv e special compensation for those 382
services. 383
2. A Any licensed practicing attorney or certified public 384
accountant whose performance of such services is solely 385
incidental to the practice of the attorney's or accountant's her 386
or his profession.; 387
2. Any licensed certified public accountant whose 388
performance of such services is solely incidental to the 389
practice of her or his profession; 390
3. A Any bank authorized to do business in this state .; 391
4. A Any bank holding company as defined in the Bank 392
Holding Company Act of 1956, as amended, authorized to do 393
business in this state .; 394
5. A Any trust company having trust powers , as defined in 395
s. 658.12, which it is authorized to exercise in this the state, 396
which trust company renders or performs investment advisory 397
services in a fiduciary capacity incidental to the exercise of 398
its trust powers.; 399
6. A Any person that who renders investment advice 400
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exclusively to insurance or investment companies .; 401
7. A Any person that who does not hold itself herself or 402
himself out to the general public as an investment adviser , has 403
a place of business located in this state, and has fewer no more 404
than six 15 clients during the preceding within 12 consecutive 405
months. in this state; 406
8. A Any person whose transactions in this sta te are 407
limited to those transactions described in s. 222(d) of the 408
Investment Advisers Act of 1940 , as amended. Those clients 409
listed in subparagraph 6. may not be included when determining 410
the number of clients of an investment adviser for purposes of 411
s. 222(d) of the Investment Advisers Act of 1940 , as amended.; 412
or 413
9. A federal covered adviser. 414
(19)(15) "Issuer" means a any person that who proposes to 415
issue, has issued, or shall hereafter issue any security. A Any 416
person that who acts as a promoter for and on behalf of a 417
corporation, trust, or unincorporated association or 418
partnership, limited liability company, association, or other 419
legal entity of any kind to be formed shall be deemed an issuer. 420
(20) "Natural person" means an individual. 421
(21)(16) "Offer to sell," "offer for sale," or "offer" 422
means an any attempt or offer to dispose of, or solicitation of 423
an offer to buy, a security or interest in a security, or an 424
investment or interest in an investment, for value. 425
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(23)(17) "Predecessor" means a person whose the major 426
portion of whose assets has have been acquired directly or 427
indirectly by an issuer. 428
(24)(18) "Principal" means an executive officer of a 429
corporation, partner of a partnership, sole proprietor of a sole 430
proprietorship, trustee of a trust, or any other person with 431
similar supervisory functions with respect to any organization, 432
whether incorporated or unincorporated. 433
(25)(19) "Promoter" includes the following: 434
(a) A Any person that who, acting alone or in con junction 435
with one or more other persons, directly or indirectly takes the 436
initiative in founding and organizing the business or enterprise 437
of an issuer. 438
(b) A Any person that who, in connection with the founding 439
or organizing of the business or enterpris e of an issuer, 440
directly or indirectly receives in consideration of services or 441
property, or both services and property, 10 percent or more of 442
any class of securities of the issuer or 10 percent or more of 443
the proceeds from the sale of any class of securit ies. However, 444
a person that who receives such securities or proceeds either 445
solely as underwriting commissions or solely in connection with 446
property shall not be deemed a promoter if such person does not 447
otherwise take part in founding and organizing the e nterprise. 448
(26)(20) "Qualified institutional buyer" means a any 449
qualified institutional buyer, as defined in United States 450
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Securities and Exchange Commission Rule 144A, 17 C.F.R. s. 451
230.144A(a), under the Securities Act of 1933, as amended, or 452
any foreign buyer that satisfies the minimum financial 453
requirements set forth in such rule. 454
(27)(21) "Sale" or "sell" means a any contract of sale or 455
disposition of an any investment, security, or interest in a 456
security, for value. With respect to a security or in terest in a 457
security, the term defined in this subsection does not include 458
preliminary negotiations or agreements between an issuer or any 459
person on whose behalf an offering is to be made and any 460
underwriter or among underwriters who are or are to be in 461
privity of contract with an issuer. Any security given or 462
delivered with, or as a bonus on account of, any purchase of 463
securities or any other thing shall be conclusively presumed to 464
constitute a part of the subject of such purchase and to have 465
been offered and sold for value. Every sale or offer of a 466
warrant or right to purchase or subscribe to another security of 467
the same or another issuer, as well as every sale or offer of a 468
security which gives the holder a present or future right or 469
privilege to convert into another security or another issuer, is 470
considered to include an offer of the other security. 471
(28)(22) "Security" includes any of the following: 472
(a) A note. 473
(b) A stock. 474
(c) A treasury stock. 475
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(d) A bond. 476
(e) A debenture. 477
(f) An evidence of indebtedness. 478
(g) A certificate of deposit. 479
(h) A certificate of deposit for a security. 480
(i) A certificate of interest or participation. 481
(j) A whiskey warehouse receipt or other commodity 482
warehouse receipt. 483
(k) A certificate of interest in a p rofit-sharing 484
agreement or the right to participate therein. 485
(l) A certificate of interest in an oil, gas, petroleum, 486
mineral, or mining title or lease or the right to participate 487
therein. 488
(m) A collateral trust certificate. 489
(n) A reorganization cert ificate. 490
(o) A preorganization subscription. 491
(p) A Any transferable share. 492
(q) An investment contract. 493
(r) A beneficial interest in title to property, profits, 494
or earnings. 495
(s) An interest in or under a profit -sharing or 496
participation agreement or scheme. 497
(t) An Any option contract that which entitles the holder 498
to purchase or sell a given amount of the underlying security at 499
a fixed price within a specified period of time. 500
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(u) Any other instrument commonly known as a security, 501
including an interim or temporary bond, debenture, note, or 502
certificate. 503
(v) A Any receipt for a security, or for subscription to a 504
security, or a any right to subscribe to or purchase any 505
security. 506
(w) A viatical settlement investment. 507
(29) "Target offering amoun t" means the minimum amount of 508
funds required to accomplish the stated purpose for the use of 509
proceeds as specified in the disclosure statement. 510
(30) "Tier I dealer" means a person, other than an 511
associated person of a dealer, that engages, for all or pa rt of 512
the person's time, directly or indirectly, as agent or principal 513
in the business of offering, buying, selling, or otherwise 514
dealing or trading in securities issued by another person. 515
(31) "Tier II dealer" means a person, other than an 516
associated person of a Tier II dealer, that, solely for the 517
purpose of a potential offer or sale of securities of the issuer 518
in an issuer transaction in this state, introduces or refers: 519
(a) One or more prospective investors who the person 520
reasonably believes are acc redited investors to an issuer with a 521
principal place of business in this state; or 522
(b) An issuer with a principal place of business in this 523
state to one or more prospective investors who the person 524
reasonably believes are accredited investors. 525
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(32)(23) "Underwriter" means a person that who has 526
purchased from an issuer or an affiliate of an issuer with a 527
view to, or offers or sells for an issuer or an affiliate of an 528
issuer in connection with, the distribution of any security, or 529
participates or has a d irect or indirect participation in any 530
such undertaking, or participates or has a participation in the 531
direct or indirect underwriting of any such undertaking; except 532
that a person is shall be presumed not to be an underwriter with 533
respect to any security which it she or he has owned 534
beneficially for at least 1 year; and, further, a dealer is 535
shall not be considered an underwriter with respect to any 536
securities which do not represent part of an unsold allotment to 537
or subscription by the dealer as a particip ant in the 538
distribution of such securities by the issuer or an affiliate of 539
the issuer; and, further, in the case of securities acquired on 540
the conversion of another security without payment of additional 541
consideration, the length of time such securities h ave been 542
beneficially owned by a person includes the period during which 543
the convertible security was beneficially owned and the period 544
during which the security acquired on conversion has been 545
beneficially owned. 546
(33)(24) "Viatical settlement investment " means an 547
agreement for the purchase, sale, assignment, transfer, devise, 548
or bequest of all or any portion of a legal or equitable 549
interest in a viaticated policy as defined in chapter 626. 550
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
Section 2. Section 517.061, Florida Statutes, is amended 551
to read: 552
517.061 Exempt transactions. —Except as otherwise provided 553
in s. 517.0611 for a transaction listed in subsection (21) or 554
subsection (23), the exemption for each transaction listed below 555
is self-executing and does not require any filing with the 556
office before claiming the exemption. Any person who claims 557
entitlement to any of the exemptions bears the burden of proving 558
such entitlement in any proceeding brought under this chapter. 559
The registration provisions of s. 517.07 do not apply to any of 560
the following transactions; however, such transactions are 561
subject to the provisions of ss. 517.301, 517.311, and 517.312: 562
(1) At any judicial, executor's, administrator's, 563
guardian's, or conservator's sale, or at any sale by a receiver 564
or trustee in insolvency o r bankruptcy, or any transaction 565
incident to a judicially approved reorganization in which a 566
security is issued in exchange for one or more outstanding 567
securities, claims, or property interests. 568
(2) By or for the account of a pledgeholder or mortgagee 569
selling or offering for sale or delivery in the ordinary course 570
of business and not for the purposes of avoiding the provisions 571
of this chapter, to liquidate a bona fide debt, a security 572
pledged in good faith as security for such debt. 573
(3) The isolated sale or offer for sale of securities when 574
made by or on behalf of a bona fide owner of such securities, 575
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
but vendor not the issuer or underwriter of the securities, who , 576
being the bona fide owner of such securities, disposes of such 577
securities for the owner' s her or his own property for her or 578
his own account, and such sale is not made directly or 579
indirectly for the benefit of the issuer or an underwriter of 580
such securities or for the direct or indirect promotion of any 581
scheme or enterprise with the intent of violating or evading any 582
provision of this chapter. For purposes of this subsection, 583
isolated offers or sales include, but are not limited to, an 584
isolated offer or sale made by or on behalf of a bona fide owner 585
of such vendor of securities, but not the issuer or underwriter 586
of such the securities if: 587
(a) The offer or sale of securities is in a transaction 588
satisfying all of the requirements of subparagraphs (11)(a)1., 589
2., and 3., and 4. and paragraph (11)(b); or 590
(b) The offer or sale of securities is in a transaction 591
exempt under s. 4(a)(1) s. 4(1) of the Securities Act of 1933, 592
as amended, or the rules promulgated by the Securities and 593
Exchange Commission thereunder . 594
595
For purposes of this subsection, any person, including, without 596
limitation, a promoter or affiliate of an issuer, shall not be 597
deemed an underwriter, an issuer, or a person acting for the 598
direct or indirect benefit of the issuer or an underwriter with 599
respect to any securities of the issuer which she or he has 600
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
owned beneficially for at leas t 1 year. 601
(4) The distribution by a corporation, limited liability 602
company, trust, or partnership, actively engaged in the business 603
authorized by its charter or other organizational articles or 604
agreement, of securities to its stockholders or other equity 605
security holders, partners, or beneficiaries as a stock dividend 606
or other distribution out of earnings or surplus. 607
(5) The issuance of securities to such equity security 608
holders or other creditors of a corporation, limited liability 609
company, trust, or partnership in the process of a 610
reorganization of such corporation or entity, made in good faith 611
and not for the purpose of avoiding the provisions of this 612
chapter, either in exchange for the securities of such equity 613
security holders or claims of such creditors or partly for cash 614
and partly in exchange for the securities or claims of such 615
equity security holders or creditors. 616
(6) Any transaction involving the distribution of the 617
securities of an issuer exclusively among its own security 618
holders, including any person who at the time of the transaction 619
is a holder of any convertible security, any nontransferable 620
warrant, or any transferable warrant which is exercisable within 621
not more than 90 days after of issuance, when no commission or 622
other remuneration is paid or given directly or indirectly in 623
connection with the sale or distribution of such additional 624
securities. 625
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(7) The offer or sale of securities to a bank, trust 626
company, savings institution, insurance company, dealer, 627
investment company as defined by the Investment Company Act of 628
1940, as amended, pension or profit-sharing trust, or qualified 629
institutional buyer as defined by rule of the commission in 630
accordance with Securities and Exchange Commission Rule 144A (17 631
C.F.R. s. 230.144(A)(a )), whether any of such entities is acting 632
in its individual or fiduciary capacity; provided that such 633
offer or sale of securities is not for the direct or indirect 634
promotion of any scheme or enterprise with the intent of 635
violating or evading any provision of this chapter. 636
(8) The sale of securities from one organization 637
corporation to another organization if corporation provided 638
that: 639
(a) The sale price of the securities is $50,000 or more; 640
and 641
(b) The buyer and seller corporations each have assets o f 642
$500,000 or more. 643
(9) The distribution of the securities of an issuer to the 644
security holders of another person in connection with a merger, 645
consolidation, exchange of securities, sale of assets, or other 646
reorganization to which the issuer, or its pare nt or subsidiary, 647
and the other person, or its parent or subsidiary, are parties 648
The offer or sale of securities from one corporation to another 649
corporation, or to security holders thereof, pursuant to a vote 650
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
or consent of such security holders as may be p rovided by the 651
articles of incorporation and the applicable corporate statutes 652
in connection with mergers, share exchanges, consolidations, or 653
sale of corporate assets . 654
(10) The issuance of notes or bonds in connection with the 655
acquisition of real proper ty or renewals thereof, if such notes 656
or bonds are issued to the sellers of, and are secured by all or 657
part of, the real property so acquired. 658
(11)(a) The offer or sale, by or on behalf of an issuer, 659
of its own securities, which offer or sale is part of an 660
offering made in accordance with all of the following 661
conditions: 662
1. There are no more than 35 purchasers, or the issuer 663
reasonably believes that there are no more than 35 purchasers, 664
of the securities of the issuer in this state during an offering 665
made in reliance upon this subsection or, if such offering 666
continues for a period in excess of 12 months, in any 667
consecutive 12-month period. 668
2. Neither the issuer nor any person acting on behalf of 669
the issuer offers or sells securities pursuant to this 670
subsection by means of any form of general solicitation or 671
general advertising in this state. 672
3. Before the sale, each purchaser or the purchaser's 673
representative, if any, is provided with, or given reasonable 674
access to, full and fair disclosure of all mat erial information. 675
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
4. No person defined as a "dealer" in this chapter is paid 676
a commission or compensation for the sale of the issuer's 677
securities unless such person is registered as a dealer under 678
this chapter. 679
5. When sales are made to five or more p ersons in this 680
state, any sale in this state made pursuant to this subsection 681
is voidable by the purchaser in such sale either within 3 days 682
after the first tender of consideration is made by such 683
purchaser to the issuer, an agent of the issuer, or an escr ow 684
agent or within 3 days after the availability of that privilege 685
is communicated to such purchaser, whichever occurs later. 686
(b) The following purchasers are excluded from the 687
calculation of the number of purchasers under subparagraph 688
(a)1.: 689
1. Any relative or spouse, or relative of such spouse, of 690
a purchaser who has the same principal residence as such 691
purchaser. 692
2. Any trust or estate in which a purchaser, any of the 693
persons related to such purchaser specified in subparagraph 1., 694
and any organization corporation specified in subparagraph 3. 695
collectively have more than 50 percent of the beneficial 696
interest (excluding contingent interest). 697
3. Any corporation or other organization of which a 698
purchaser, any of the persons related to such purchaser 699
specified in subparagraph 1., and any trust or estate specified 700
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
in subparagraph 2. collectively are beneficial owners of more 701
than 50 percent of the equity securities or equity interest. 702
4. Any purchaser who makes a bona fide investment of 703
$100,000 or more, provided such purchaser or the purchaser's 704
representative receives, or has access to, the information 705
required to be disclosed by subparagraph (a)3. 706
5. Any accredited investor , as defined by rule of the 707
commission in accordance with Securities and Exch ange Commission 708
Regulation 230.501 (17 C.F.R. s. 230.501) . 709
(c)1. For purposes of determining which offers and sales 710
of securities constitute part of the same offering under this 711
subsection and are therefore deemed to be integrated with one 712
another: 713
a. Offers or sales of securities occurring more than 30 714
calendar days 6 months before an offer or sale of securities 715
made pursuant to this subsection shall not be considered part of 716
the same offering, provided there are no offers or sales by or 717
for the issuer of the same or a similar class of securities 718
during such 30-calendar-day 6-month period. 719
b. Offers or sales of securities occurring at any time 720
after 30 calendar days 6 months from an offer or sale made 721
pursuant to this subsection shall not be considered part of the 722
same offering, provided there are no offers or sales by or for 723
the issuer of the same or a similar class of securities during 724
such 30-calendar-day 6-month period. 725
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
2.a. Offers or sales which do not satisfy the conditions 726
of any of the provisions of subparagraph 1. may or may not be 727
part of the same offering, depending on the particular facts and 728
circumstances in each case and those factors specified by 729
commission rule. 730
b. The commission may adopt a rule or rules indicating 731
what factors should be considered in determining whether offers 732
and sales not qualifying for the provisions of subparagraph 1. 733
are part of the same offering for purposes of this subsection. 734
(d) Offers or sales of securities made pursuant to, and in 735
compliance with, any other subsection of this section or any 736
subsection of s. 517.051 are shall not be considered part of an 737
offering pursuant to this subsection, regardless of when such 738
offers and sales are made. 739
(12) The sale of securities by a bank or trust company 740
organized or incorporated under the laws of the United States or 741
this state at a profit to such bank or trust company of not more 742
than 2 percent of the total sale price of such securiti es; 743
provided that there is no solicitation of this business by such 744
bank or trust company where such bank or trust company acts as 745
agent in the purchase or sale of such securities. 746
(13) An unsolicited purchase or sale of securities on 747
order of, and as the agent for, another by a dealer registered 748
pursuant to the provisions of s. 517.12; provided that this 749
exemption applies solely and exclusively to such registered 750
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
dealers and does not authorize or permit the purchase or sale of 751
securities on order of, and as agent for, another by any person 752
other than a dealer so registered; and provided, further, that 753
such purchase or sale is not directly or indirectly for the 754
benefit of the issuer or an underwriter of such securities or 755
for the direct or indirect promoti on of any scheme or enterprise 756
with the intent of violation or evading any provision of this 757
chapter. 758
(14) The offer or sale of equity interests of an 759
organization shares of a corporation which represent ownership, 760
or entitle the holders of the equity interests shares to 761
possession and occupancy, of specific apartment units in 762
property owned by such organization corporation and organized 763
and operated on a cooperative basis, solely for residential 764
purposes. 765
(15) The offer or sale of securities under a bo na fide 766
employer-sponsored stock option, stock purchase, pension, 767
profit-sharing, savings, or other benefit plan when offered only 768
to employees of the sponsoring organization or to employees of 769
its controlled subsidiaries. 770
(16) The sale by or through a r egistered dealer of any 771
securities option if at the time of the sale of the option all 772
of the following conditions are met : 773
(a)1. The performance of the terms of the option is 774
guaranteed by any dealer registered under the federal Securities 775
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
Exchange Act of 1934, as amended, which guaranty and dealer are 776
in compliance with such requirements or rules as may be approved 777
or adopted by the commission; or 778
2.(b) Such options transactions are cleared by the Options 779
Clearing Corporation or any other clearinghous e recognized by 780
the office.; and 781
(b)(c) The option is not sold by or for the benefit of the 782
issuer of the underlying security .; and 783
(c)(d) The underlying security may be purchased or sold on 784
a recognized securities exchange registered under s. 6 of the 785
Securities Exchange Act of 1934, as amended. or is quoted on the 786
National Association of Securities Dealers Automated Quotation 787
System; and 788
(d)(e) Such sale is not directly or indirectly for the 789
purpose of providing or furthering any scheme to violate or 790
evade any provisions of this chapter. 791
(17)(a) The offer or sale of securities, as agent or 792
principal, by a Tier I dealer registered pursuant to s. 517.12, 793
when such securities are offered or sold at a price reasonably 794
related to the current market price of such securities, provided 795
such securities are: 796
1. Securities of an issuer for which reports are required 797
to be filed by s. 13 or s. 15(d) of the Securities Exchange Act 798
of 1934, as amended; 799
2. Securities of a company registered under the Investment 800
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
Company Act of 1940, as amended; 801
3. Securities of an insurance company, as that term is 802
defined in s. 2(a)(17) of the Investment Company Act of 1940, as 803
amended; or 804
4. Securities, other than any security that is a federal 805
covered security pursuant to s. 18(b)(1) of the Securities Act 806
of 1933, as amended, and is not subject to any registration or 807
filing requirements under this chapter act, which appear in any 808
list of securities dealt in on any stock exchange registered 809
pursuant to the Securities Exchange Act of 1934, as amended, and 810
which securities have been listed or approved for listing upon 811
notice of issuance by a securities exchange registere d pursuant 812
to the Securities Exchange Act of 1934, as amended such 813
exchange, and also all securities senior to any securities so 814
listed or approved for listing upon notice of issuance, or 815
represented by subscription rights which have been so listed or 816
approved for listing upon notice of issuance, or evidences of 817
indebtedness guaranteed by an issuer with a class of securities 818
companies any stock of which is so listed or approved for 819
listing upon notice of issuance by such securities exchange , 820
such securities to be exempt only so long as such listings or 821
approvals remain in effect. The exemption provided for herein 822
does not apply when the securities are suspended from listing 823
approval for listing or trading. 824
(b) The exemption provided in this subsection does not 825
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
apply if the sale is made for the direct or indirect benefit of 826
an issuer or a control person controlling persons of such issuer 827
or if such securities constitute the whole or part of an unsold 828
allotment to, or subscription or participation by, a deale r as 829
an underwriter of such securities. 830
(c) This exemption is shall not be available for any 831
securities that which have been denied registration pursuant to 832
s. 517.111. Additionally, the office may deny this exemption 833
with reference to any particular sec urity, other than a federal 834
covered security, by order published in such manner as the 835
office finds proper. 836
(18) The offer or sale of any security effected by or 837
through a person in compliance with s. 517.12(16) s. 517.12(17). 838
(19) Other transactions d efined by rules as transactions 839
exempted from the registration provisions of s. 517.07, which 840
rules the commission may adopt from time to time, but only after 841
a finding by the office that the application of the provisions 842
of s. 517.07 to a particular trans action is not necessary in the 843
public interest and for the protection of investors because of 844
the small dollar amount of securities involved or the limited 845
character of the offering. In conjunction with its adoption of 846
such rules, the commission may also p rovide in such rules that 847
persons selling or offering for sale the exempted securities are 848
exempt from the registration requirements of s. 517.12. No rule 849
so adopted may have the effect of narrowing or limiting any 850
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exemption provided for by statute in the other subsections of 851
this section. 852
(20) Any nonissuer transaction by a registered associated 853
person of a registered Tier I dealer, and any resale transaction 854
by a sponsor of a unit investment trust registered under the 855
Investment Company Act of 1940, as amended, in a security of a 856
class that has been outstanding in the hands of the public for 857
at least 90 days; provided, at the time of the transaction , all 858
of the following conditions are met : 859
(a) The issuer of the security is actually engaged in 860
business and is not in the organization stage or in bankruptcy 861
or receivership and is not a blank check, blind pool, or shell 862
company whose primary plan of business is to engage in a merger 863
or combination of the business with, or an acquisition of, any 864
unidentified person.; 865
(b) The security is sold at a price reasonably related to 866
the current market price of the security .; 867
(c) The security does not constitute the whole or part of 868
an unsold allotment to, or a subscription or participation by, 869
the broker-dealer as an underwriter of the security .; 870
(d) The security is listed in a nationally recognized 871
securities manual designated by rule of the commission or order 872
of the office, or a document is filed with the Securities and 873
Exchange Commission which that is publicly available through the 874
Securities and Exchange Commission's electronic data gathering 875
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and retrieval system and which contains: 876
1. A description of the business and operations of the 877
issuer; 878
2. The names of the issuer's officers and directors, if 879
any, or, in the case of an issuer not domiciled in the United 880
States, the corporate equivalents of such persons in the 881
issuer's country of domicile; 882
3. An audited balance sheet of the issuer as of a date 883
within 18 months before such transaction or, in th e case of a 884
reorganization or merger in which parties to the reorganization 885
or merger had such audited balance sheet, a pro forma balance 886
sheet; and 887
4. An audited income statement for each of the issuer's 888
immediately preceding 2 fiscal years, or for the period of 889
existence of the issuer, if in existence for less than 2 years 890
or, in the case of a reorganization or merger in which the 891
parties to the reorganization or merger had such audited income 892
statement, a pro forma income statement .; and 893
(e) The issuer of the security has a class of equity 894
securities listed on a national securities exchange registered 895
under the Securities Exchange Act of 1934 , as amended or 896
designated for trading on the National Association of Securities 897
Dealers Automated Quotation Sy stem, unless: 898
1. The issuer of the security is a unit investment trust 899
registered under the Investment Company Act of 1940 , as amended; 900
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2. The issuer of the security has been engaged in 901
continuous business, including predecessors, for at least 3 902
years; or 903
3. The issuer of the security has total assets of at least 904
$2 million based on an audited balance sheet as of a date within 905
18 months before such transaction or, in the case of a 906
reorganization or merger in which parties to the reorganization 907
or merger had such audited balance sheet, a pro forma balance 908
sheet. 909
(21) The offer or sale of a security by an issuer 910
conducted in accordance with s. 517.0611. 911
(22) The offer or sale of securities, solely in connection 912
with the transfer of ownership of an el igible privately held 913
company, through a merger and acquisition broker in accordance 914
with s. 517.12(21) s. 517.12(22). 915
(23) The offer or sale, by or on behalf of an issuer, of 916
the issuer's own securities, which offer or sale is part of an 917
offering made in accordance with all of the following: 918
(a) Sales of securities are made only to persons who are, 919
or who the issuer reasonably believes are, accredited investors. 920
(b) An issuer that is in the development stage must have a 921
specific business plan or purp ose and such purpose or business 922
plan may not be to engage in a merger or acquisition with an 923
unidentified company or other entity or person. 924
(c) The issuer reasonably believes that all purchasers are 925
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purchasing for investment and not with the view to re sell in 926
connection with a distribution of the security. Any resale of a 927
security sold in reliance on this exemption within 12 months 928
after a sale is presumed to be with a view to distribution and 929
not for investment, except a resale pursuant to a registrati on 930
effective under this chapter or the Securities Act of 1933, as 931
amended, or pursuant to an exemption available under this 932
chapter, the Securities Act of 1933, as amended, or the rules 933
and regulations adopted thereunder. 934
(d) Neither the issuer nor any b eneficial owner of 10 935
percent or more of any class of the issuer's equity securities; 936
any affiliated issuer; any of the issuer's predecessors, 937
directors, officers, or general partners; any of the issuer's 938
promoters presently connected with the issuer in an y capacity; 939
any underwriter of the securities to be offered; or any partner, 940
director, or officer of such underwriter: 941
1. Has, within the last 5 years, filed a registration 942
statement that is the subject of a currently effective 943
registration stop-order entered by a state securities 944
administrator or the Securities and Exchange Commission; 945
2. Has, within the last 5 years, been convicted of a 946
criminal offense in connection with the offer, purchase, or sale 947
of a security or involving fraud or deceit; 948
3. Is currently subject to a state or federal 949
administrative enforcement order or judgment entered within the 950
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last 5 years finding fraud or deceit in connection with the 951
purchase or sale of a security; or 952
4. Is currently subject to an order, judgment, or de cree 953
of a court of competent jurisdiction entered within the last 5 954
years temporarily, preliminarily, or permanently restraining or 955
enjoining such party from engaging in, or continuing to engage 956
in, a conduct or practice involving fraud or deceit in 957
connection with the purchase or sale of a security. 958
(e) The issuer may make or cause the making of a general 959
announcement of the proposed offering, which, if made, must 960
include all of the following information: 961
1. The name, address, and telephone number of t he issuer 962
of the securities. 963
2. The name, a brief description, and the price, if known, 964
of any security to be issued. 965
3. A brief description of the business of the issuer in 25 966
words or fewer. 967
4. The type, number, and aggregate amount of securities 968
offered. 969
5. The name, address, and telephone number of the person 970
to contact for additional information. 971
6. A statement that: 972
a. Sales will be made only to accredited investors who are 973
Florida residents at the time of sale; 974
b. No money or other cons ideration is being solicited or 975
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will be accepted by way of this general announcement; and 976
c. The securities have not been registered with or 977
approved by any state securities agency or the Securities and 978
Exchange Commission and are being offered and sold pursuant to 979
an exemption from registration. 980
(f) The issuer, in connection with an offer, may provide 981
information in addition to the general announcement under 982
paragraph (e) if such information is delivered: 983
1. Electronically to persons who have been prequalified as 984
accredited investors; or 985
2. After the issuer reasonably believes that the 986
prospective investor is an accredited investor. 987
(g) Telephone solicitation is not authorized unless, 988
before placing the call, the issuer reasonably believes that the 989
prospective investor to be solicited is an accredited investor. 990
(h) Dissemination of the general announcement of the 991
proposed offering to persons who are not accredited investors 992
does not disqualify the issuer from claiming the exemption under 993
this subsection. 994
(i) Within 15 days after the first sale in this state, the 995
issuer shall file with the office a notice of transaction on a 996
form prescribed by commission rule, a consent to service of 997
process similar to that provided in s. 517.101, and a copy of 998
the general announcement. The commission may establish by rule 999
procedures for filing documents by electronic means. 1000
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Section 3. Subsections (3) and (4), paragraphs (d), (e), 1001
and (g) of subsection (5), subsections (7), (9), and (10), 1002
paragraphs (b), (c), (f), (g), and (i) of subsection (13), and 1003
subsection (14) of section 517.0611, Florida Statutes, are 1004
amended to read: 1005
517.0611 Intrastate crowdfunding. — 1006
(3) The offer or sale of securities under this section 1007
must be conducted in accordance with the r equirements of the 1008
federal exemption for intrastate offerings in : 1009
(a) Section 3(a)(11) s. 3(a)(11) of the Securities Act of 1010
1933, 15 U.S.C. s. 77c(a)(11), as amended, and United States 1011
Securities and Exchange Commission Rule 147, 17 C.F.R. s. 1012
230.147, adopted pursuant to the Securities Act of 1933 , as 1013
amended; or 1014
(b) Securities and Exchange Commission Rule 147A, 17 1015
C.F.R. s. 230.147A. 1016
(4) An issuer must: 1017
(a) Be a for-profit business entity and formed under the 1018
laws of the state, be registered with t he Secretary of State, 1019
maintain its principal place of business in this the state, and 1020
derive its revenues primarily from operations in the state . 1021
(b) Conduct transactions for the offering through a Tier I 1022
dealer registered with the office or an intermed iary registered 1023
under s. 517.12(19) s. 517.12(20). 1024
(c) Not be, either before or as a result of the offering, 1025
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an investment company as defined in s. 3 of the Investment 1026
Company Act of 1940, 15 U.S.C. s. 80a -3, as amended, or subject 1027
to the reporting requi rements of s. 13 or s. 15(d) of the 1028
Securities Exchange Act of 1934, 15 U.S.C. s. 78m or s. 78o(d) , 1029
as amended. 1030
(d) Not be an organization a company with an undefined 1031
business operation, a company that lacks a business plan, a 1032
company that lacks a stated investment goal for the funds being 1033
raised, or a company that plans to engage in a merger or 1034
acquisition with an unspecified business entity. 1035
(e) Not be subject to a disqualification established by 1036
the commission or office or a disqualification describe d in s. 1037
517.1611 or United States Securities and Exchange Commission 1038
Rule 506(d), 17 C.F.R. 230.506(d), adopted pursuant to the 1039
Securities Act of 1933 , as amended. Each director, officer, 1040
person occupying a similar status or performing a similar 1041
function, or person holding more than 20 percent of the shares 1042
of the issuer, is subject to this requirement. 1043
(f) Through an escrow agreement or a trust account 1044
arrangement entered into with a third party, cause all funds 1045
received from investors to be deposited in a federally insured 1046
account for benefit of the investors and maintain all such funds 1047
in the account until such time as either the target offering 1048
amount has been reached, the offering has been terminated, or 1049
the offering has expired. All funds must be use d in accordance 1050
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with the uses of proceeds represented to prospective investors 1051
Execute an escrow agreement with a federally insured financial 1052
institution authorized to do business in the state for the 1053
deposit of investor funds, and ensure that all offering proceeds 1054
are provided to the issuer only when the aggregate capital 1055
raised from all investors is equal to or greater than the target 1056
offering amount. 1057
(g) Allow investors to cancel a commitment to invest 1058
within 3 business days before the offering deadlin e, as stated 1059
in the disclosure statement, and issue refunds to all investors 1060
if the target offering amount is not reached by the offering 1061
deadline. 1062
(5) The issuer must file a notice of the offering with the 1063
office, in writing or in electronic form, in a format prescribed 1064
by commission rule, together with a nonrefundable filing fee of 1065
$200. The filing fee shall be deposited into the Regulatory 1066
Trust Fund of the office. The commission may adopt rules 1067
establishing procedures for the deposit of fees and the f iling 1068
of documents by electronic means if the procedures provide the 1069
office with the information and data required by this section. A 1070
notice is effective upon receipt, by the office, of the 1071
completed form, filing fee, and an irrevocable written consent 1072
to service of civil process, similar to that provided for in s. 1073
517.101. The notice may be terminated by filing with the office 1074
a notice of termination. The notice and offering expire 12 1075
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months after filing the notice with the office and are not 1076
eligible for renewal. The notice must: 1077
(d) Identify any predecessors, owners, officers, 1078
directors, and control persons or any person occupying a similar 1079
status or performing a similar function of the issuer, including 1080
that person's: 1081
1. Title; 1082
2. , his or her Status as a partner, trustee, or sole 1083
proprietor, or in a similar role;, and 1084
3. his or her Ownership percentage. 1085
(e) Identify the federally insured financial institution , 1086
authorized to do business in the state, in which investor funds 1087
will be deposited, in accordance with the escrow agreement or 1088
trust account arrangement . 1089
(g) Include documentation verifying that the issuer is 1090
organized under the laws of the state and authorized to do 1091
business in the state. 1092
(7) The issuer must provide to prospective investors and 1093
the dealer or intermediary, along with a copy to the office at 1094
the time that the notice is filed, and make available to 1095
prospective potential investors through the dealer or 1096
intermediary, a disclosure statement containing material 1097
information about the issuer and the offering, including all of 1098
the following: 1099
(a) The name, legal status, physical address, and website 1100
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address of the issuer. 1101
(b) The names of the directors, officers, and any person 1102
occupying a similar status or performing a si milar function, and 1103
the name of each person holding more than 20 percent of the 1104
shares or interests of the issuer. 1105
(c) A description of the business of the issuer and the 1106
anticipated business plan of the issuer. 1107
(d) A description of the stated purpose and intended use 1108
of the proceeds of the offering. 1109
(e) The target offering amount, the deadline to reach the 1110
target offering amount, and regular updates regarding the 1111
progress of the issuer in meeting the target offering amount. 1112
(f) The price to the pub lic of the securities or the 1113
method for determining the price. However, before the sale, each 1114
investor must receive in writing the final price and all 1115
required disclosures and have an opportunity to rescind the 1116
commitment to purchase the securities. 1117
(g) A description of the ownership and capital structure 1118
of the issuer, including: 1119
1. Terms of the securities being offered and each class of 1120
security of the issuer, including how those terms may be 1121
modified, and a summary of the differences between such 1122
securities, including how the rights of the securities being 1123
offered may be materially limited, diluted, or qualified by 1124
rights of any other class of security of the issuer. 1125
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2. A description of how the exercise of the rights held by 1126
the control persons principal shareholders of the issuer could 1127
negatively impact the purchasers of the securities being 1128
offered. 1129
3. The name and ownership level of each existing 1130
shareholder or member who owns more than 20 percent of any class 1131
of the securities of the issuer. 1132
4. How the securities being offered are being valued, and 1133
examples of methods of how such securities may be valued by the 1134
issuer in the future, including during subsequent corporate 1135
actions. 1136
5. The risks to purchasers of the securities relating to 1137
minority ownership in the issuer, the risks associated with 1138
corporate action, including additional issuances of securities 1139
shares, a sale of the issuer or of assets of the issuer, or 1140
transactions with related parties. 1141
(h) A description of the financial conditi on of the 1142
issuer. 1143
1. For offerings that, in combination with all other 1144
offerings of the issuer within the preceding 12 -month period, 1145
have target offering amounts of $100,000 or less, the 1146
description must include the most recent income tax return filed 1147
by the issuer, if any, and a financial statement that must be 1148
certified by the principal executive officer of the issuer as 1149
true and complete in all material respects. 1150
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2. For offerings that, in combination with all other 1151
offerings of the issuer within the preceding 12-month period, 1152
have target offering amounts of more than $100,000, but not more 1153
than $500,000, the description must include financial statements 1154
prepared in accordance with generally accepted accounting 1155
principles and reviewed by a certified pu blic accountant, as 1156
defined in s. 473.302, who is independent of the issuer, using 1157
professional standards and procedures for such review or 1158
standards and procedures established by the office, by rule, for 1159
such purpose. 1160
3. For offerings that, in combinati on with all other 1161
offerings of the issuer within the preceding 12 -month period, 1162
have target offering amounts of more than $500,000, the 1163
description must include audited financial statements prepared 1164
in accordance with generally accepted accounting principl es by a 1165
certified public accountant, as defined in s. 473.302, who is 1166
independent of the issuer, and other requirements as the 1167
commission may establish by rule. 1168
(i) The following statement in boldface, conspicuous type 1169
on the front page of the disclosure statement: 1170
1171
These securities are offered under, and will be sold 1172
in reliance upon, an exemption from the registration 1173
requirements of federal and Florida securities laws. 1174
Consequently, neither the Federal Government nor the 1175
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State of Florida has reviewed t he accuracy or 1176
completeness of any offering materials. In making an 1177
investment decision, investors must rely on their own 1178
examination of the issuer and the terms of the 1179
offering, including the merits and risks involved. 1180
These securities are subject to rest rictions on 1181
transferability and resale and may not be transferred 1182
or resold except as specifically authorized by 1183
applicable federal and state securities laws. 1184
Investing in these securities involves a speculative 1185
risk, and investors should be able to bear t he loss of 1186
their entire investment. 1187
1188
(9) The sum of all cash and other consideration received 1189
for sales of a security under this section may not exceed $5 $1 1190
million, less the aggregate amount received for all sales of 1191
securities by the issuer within the 12 months preceding the 1192
first offer or sale made in reliance upon this exemption. Offers 1193
or sales to a person owning 20 percent or more of the 1194
outstanding equity ownership shares of any class or classes of 1195
securities or to an officer, director, partner, limited 1196
liability company manager or managing member, or trustee, or a 1197
person occupying a similar status, do not count toward this 1198
limitation. 1199
(10) Unless the investor is an accredited investor as 1200
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defined by Rule 501 of Regulation D, adopted pursuant to t he 1201
Securities Act of 1933 , the aggregate amount sold by an issuer 1202
to an investor in transactions exempt from registration 1203
requirements under this subsection in a 12 -month period may not 1204
exceed: 1205
(a) The greater of $2,000 or 5 percent of the annual 1206
income or net worth of such investor, if the annual income or 1207
the net worth of the investor is less than $100,000. 1208
(b) Ten percent of the annual income or net worth of such 1209
investor, not to exceed a maximum aggregate amount sold of 1210
$100,000, if either the annua l income or net worth of the 1211
investor is equal to or exceeds $100,000. 1212
(13) An intermediary must: 1213
(b) Provide basic information on its website regarding the 1214
high risk of investment in and limitation on the resale of 1215
exempt securities and the potential for loss of an entire 1216
investment. The basic information must include: 1217
1. A description of the escrow agreement or trust account 1218
arrangement that the issuer has executed and the conditions for 1219
release of such funds to the issuer in accordance with the 1220
agreement and subsection (4). 1221
2. A description of whether financial information provided 1222
by the issuer has been audited by an independent certified 1223
public accountant, as defined in s. 473.302. 1224
(c) Obtain a zip code or residence address from each 1225
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prospective potential investor who seeks to view information 1226
regarding specific investment opportunities, in order to confirm 1227
that the prospective potential investor is a resident of the 1228
state. 1229
(f) Direct the release of investor funds in escrow in 1230
accordance with subsection (4). 1231
(g) Direct investors to transmit funds directly to the 1232
escrow agent or trust account trustee with evidence of the 1233
transmission of funds provided to the intermediary financial 1234
institution designated in the escrow agreement to hold the funds 1235
for the benefit of the investor . 1236
(i) Require each investor to certify in writing, including 1237
as part of such certification each investor's his or her 1238
signature and his or her initials next to each paragraph of the 1239
certification, as follows: 1240
1241
I understand and acknowledge that: 1242
1243
I am investing in a high -risk, speculative business 1244
venture. I may lose all of my investment, and I can 1245
afford the loss of my investment. 1246
1247
This offering has not been reviewed or approved by any 1248
state or federal securities commi ssion or other 1249
regulatory authority and no regulatory authority has 1250
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confirmed the accuracy or determined the adequacy of 1251
any disclosure made to me relating to this offering. 1252
1253
The securities I am acquiring in this offering are 1254
illiquid and are subject to po ssible dilution. There 1255
is no ready market for the sale of the securities. It 1256
may be difficult or impossible for me to sell or 1257
otherwise dispose of the securities, and I may be 1258
required to hold the securities indefinitely. 1259
1260
I may be subject to tax on my sha re of the taxable 1261
income and losses of the issuer, whether or not I have 1262
sold or otherwise disposed of my investment or 1263
received any dividends or other distributions from the 1264
issuer. 1265
1266
By entering into this transaction with the issuer, I 1267
am affirmatively representing myself as being a 1268
Florida resident at the time this contract is formed, 1269
and if this representation is subsequently shown to be 1270
false, the contract is void. 1271
1272
If I resell any of the securities I am acquiring in 1273
this offering to a person that is no t a Florida 1274
resident within 9 months after the closing of the 1275
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offering, my contract with the issuer for the purchase 1276
of these securities is void. 1277
1278
(14) An intermediary not registered as a dealer under s. 1279
517.12(5) s. 517.12(6) may not: 1280
(a) Offer investment advice or recommendations. A refusal 1281
by an intermediary to post an offering that it deems not 1282
credible or that represents a potential for fraud may not be 1283
construed as an offer of investment advice or recommendation. 1284
(b) Solicit purchases, sales, or offers to buy securities 1285
offered or displayed on its website. 1286
(c) Compensate employees, agents, or other persons for the 1287
solicitation of, or based on the sale of, securities offered or 1288
displayed on its website. 1289
(d) Hold, manage, possess, or otherwise handle investor 1290
funds or securities. 1291
(e) Compensate promoters, Tier II dealers finders, or lead 1292
generators for providing the intermediary with the personal 1293
identifying information of any prospective potential investor. 1294
(f) Engage in any other activities set forth by commission 1295
rule. 1296
Section 4. Section 517.065, Florida Statutes, is created 1297
to read: 1298
517.065 Preoffering communications. — 1299
(1) At any time before the formal commencement of an 1300
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offering of a security, an issuer or any person aut horized to 1301
act on behalf of an issuer may communicate orally or in writing 1302
with prospective investors to determine their interest in the 1303
contemplated security offering. Preoffering communications are 1304
deemed to be an offer for sale of a security for purpose s of the 1305
antifraud provisions of ss. 517.301, 517.311, and 517.312. A 1306
solicitation or acceptance of money or other consideration or 1307
any commitment, binding or otherwise, from any person is not 1308
permitted during the preoffering period until the offering has 1309
formally commenced. 1310
(a) For the preoffering safe harbor to be available to an 1311
issuer, the preoffering communications must state that: 1312
1. No money or other consideration is being solicited and, 1313
if sent in response, will not be accepted. 1314
2. No offer to buy the securities can be accepted and no 1315
part of the purchase price can be received until the offering 1316
has formally commenced, and any such offer may be withdrawn or 1317
revoked, without obligation or commitment of any kind, at any 1318
time before notice of its acceptance is given after the 1319
registration date. 1320
3. A person's indication of interest involves no 1321
obligation or commitment of any kind. 1322
(b) Any written communication under this section may 1323
include a means by which a person may indicate to the issuer 1324
that the person is interested in a potential offering. The 1325
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issuer may require the name, address, telephone number, or e -1326
mail address in any response form included under this paragraph. 1327
(2) A preoffering communication by the potential issuer of 1328
securities is not deemed to be in violation of s. 517.07 and is 1329
not deemed to constitute general solicitation or general 1330
advertising under s. 517.061(11) if made in connection with a 1331
seminar or meeting in which more than one issuer participates 1332
and if the seminar or m eeting is sponsored by a college, 1333
university, or other institution of higher education; a state or 1334
local government or instrumentality thereof; a nonprofit 1335
organization; or an angel investor group, business incubator, or 1336
business accelerator, provided that all of the following 1337
conditions are met: 1338
(a) No advertising for the seminar or meeting references a 1339
specific offering of securities by the issuer. 1340
(b) The sponsor of the seminar or meeting does not do any 1341
of the following: 1342
1. Make investment recomme ndations or provide investment 1343
advice to event attendees. 1344
2. Engage in any investment negotiations between the 1345
issuer and event attendees. 1346
3. Charge event attendees any fees other than reasonable 1347
administrative fees. 1348
4. Receive any compensation for m aking introductions 1349
between event attendees and issuers or for investment 1350
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negotiations between such parties. 1351
5. Receive any compensation with respect to the event 1352
which would require registration of the sponsor as a dealer, 1353
intermediary, or investment ad viser under s. 517.12. 1354
(c) The type of information regarding an offering of 1355
securities by the issuer which is communicated or distributed by 1356
or on behalf of the issuer in connection with the event is 1357
limited to a notification that the issuer is in the pr ocess of 1358
offering or planning to offer securities, the type and amount of 1359
securities being offered, the intended use of proceeds of the 1360
offering, and the unsubscribed amount in the offering. 1361
(d) If the event allows attendees to participate virtually 1362
rather than in person, online participation in the event is 1363
limited to: 1364
1. Natural persons who are members of or otherwise 1365
associated with the sponsor organization. 1366
2. Natural persons who the sponsor reasonably believes are 1367
accredited investors. 1368
3. Natural persons who have been invited to the event by 1369
the sponsor based on industry or investment -related experience 1370
and have been reasonably selected in good faith. 1371
(e) A sponsor of the seminar or meeting that complies with 1372
paragraphs (b), (c), and (d) is de emed to be exempt from the 1373
registration requirements of s. 517.12. 1374
Section 5. Paragraph (d) of subsection (3) of section 1375
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517.072, Florida Statutes, is amended, and subsection (4) is 1376
added to that section, to read: 1377
517.072 Viatical settlement investme nts.— 1378
(3) The registration provisions of ss. 517.07 and 517.12 1379
do not apply to any of the following transactions in viatical 1380
settlement investments; however, such transactions in viatical 1381
settlement investments are subject to the provisions of ss. 1382
517.301, 517.311, and 517.312: 1383
(d) The transfer or assignment of a viaticated policy to a 1384
bank, trust company, savings institution, insurance company, 1385
dealer, investment company as defined in the Investment Company 1386
Act of 1940, as amended, pension or profit-sharing trust, or 1387
qualified institutional buyer as defined in United States 1388
Securities and Exchange Commission Rule 144A, 17 C.F.R. s. 1389
230.144A(a), or to an accredited investor as defined by Rule 501 1390
of Regulation D of the Securities Act Rules , provided such 1391
transfer or assignment is not for the direct or indirect 1392
promotion of any scheme or enterprise with the intent of 1393
violating or evading any provision of this chapter. 1394
(4) The commission may establish by rule requirements and 1395
standards for disclosures to purchasers of viatical settlement 1396
investments and recordkeeping requirements for sellers of 1397
viatical settlement investments. 1398
Section 6. Paragraphs (a), (g), and (n) of subsection (3) 1399
and subsections (5), (6), and (8) of section 517.081, Florida 1400
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Statutes, are amended, and a new subsection (7) is added to that 1401
section, to read: 1402
517.081 Registration procedure. — 1403
(3) The office may require the applicant to submit to the 1404
office the following information concerning the issuer and such 1405
other relevant inform ation as the office may in its judgment 1406
deem necessary to enable it to ascertain whether such securities 1407
shall be registered pursuant to the provisions of this section: 1408
(a) The names and addresses of : 1409
1. All the directors, trustees, and officers, if th e 1410
issuer is be a corporation, association, or trust . 1411
2. All the managers or managing members, if the issuer is 1412
a limited liability company. 1413
3. ; of All the partners, if the issuer is be a 1414
partnership. 1415
4. ; or of The issuer, if the issuer is a sole 1416
proprietorship or natural person be an individual. 1417
(g)1. A specimen copy of the securities certificate, if 1418
applicable, security and a copy of any circular, prospectus, 1419
advertisement, or other description of such securities. 1420
2. The commission shall adopt a form for a simplified 1421
offering circular to be used solely by corporations to register, 1422
under this section, securities of the corporation that are sold 1423
in offerings in which the aggregate offering price in any 1424
consecutive 12-month period does not exceed the amount provided 1425
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in s. 3(b) of the Securities Act of 1933 , as amended. The 1426
following issuers shall not be eligible to submit a simplified 1427
offering circular adopted pursuant to this subparagraph: 1428
a. An issuer seeking to re gister securities for resale by 1429
persons other than the issuer. 1430
b. An issuer that who is subject to any of the 1431
disqualifications described in 17 C.F.R. s. 230.262, adopted 1432
pursuant to the Securities Act of 1933, as amended, or that who 1433
has been or is engaged or is about to engage in an activity that 1434
would be grounds for denial, revocation, or suspension under s. 1435
517.111. For purposes of this subparagraph, an issuer includes 1436
an issuer's director, officer, manager or managing member, or 1437
equity owner shareholder who owns at least 10 percent of the 1438
ownership interests shares of the issuer, promoter, or selling 1439
agent of the securities to be offered or any officer, director, 1440
or partner of such selling agent. 1441
c. An issuer that who is a development-stage company that 1442
either has no specific business plan or purpose or has indicated 1443
that its business plan is to merge with an unidentified company 1444
or companies. 1445
d. An issuer of offerings in which the specific business 1446
or properties cannot be described. 1447
e. Any issuer the office determines is ineligible because 1448
if the form does would not provide full and fair disclosure of 1449
material information for the type of offering to be registered 1450
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by the issuer. 1451
f. Any issuer that corporation which has failed to provide 1452
the office the reports required for a previous offering 1453
registered pursuant to this subparagraph. 1454
1455
As a condition precedent to qualifying for use of the simplified 1456
offering circular, an issuer a corporation shall agree to 1457
provide the office with an annual financia l report containing a 1458
balance sheet as of the end of the issuer's fiscal year and a 1459
statement of income for such year, prepared in accordance with 1460
United States generally accepted accounting principles and 1461
accompanied by an independent accountant's report. If the issuer 1462
has more than 100 security holders at the end of a fiscal year, 1463
the financial statements must be audited. Annual financial 1464
reports must be filed with the office within 90 days after the 1465
close of the issuer's fiscal year for each of the first 5 years 1466
following the effective date of the registration. 1467
(n) If the issuer is a corporation, there shall be filed 1468
with the application a copy of its articles of incorporation 1469
with all amendments and of its existing bylaws, if not already 1470
on file in the office. If the issuer is a limited liability 1471
company, there shall be filed with the application a copy of the 1472
articles of organization with all the amendments and a copy of 1473
the company's operating agreement, if not already on file with 1474
the office. If the issuer is a trustee, there shall be filed 1475
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with the application a copy of all instruments by which the 1476
trust is created or declared and in which it is accepted and 1477
acknowledged. If the issuer is a partnership, unincorporated 1478
association, joint-stock company, or any other form of 1479
organization whatsoever, there shall be filed with the 1480
application a copy of its articles of partnership or association 1481
and all other papers pertaining to its organization, if not 1482
already on file in the office. 1483
(5) The commission may by rule fix the maximum discounts, 1484
commissions, expenses, remuneration, and other compensation to 1485
be paid in cash or otherwise, not to exceed 20 percent, directly 1486
or indirectly, for or in connection with the sale or offering 1487
for sale of such securities in this state. 1488
(6) An issuer filing an application under this section 1489
shall, at the time of filing, pay the office a nonreturnable fee 1490
of $1,000 per application for each offering that exceeds the 1491
amount provided in s. 3(b) of the Securities Act of 1933, as 1492
amended, or $200 per application for each offering that does not 1493
exceed the amount provided in s. 3(b) of the Securities Act of 1494
1933, as amended. 1495
(7) The office shall deem an application to register 1496
securities filed with the office abandoned if the is suer or any 1497
person acting on behalf of the issuer has failed to timely 1498
complete an application as specified by commission rule. 1499
(8) The commission may by rule establish requirements and 1500
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standards for: 1501
(a) Disclosures to purchasers of viatical settlemen t 1502
investments. 1503
(b) Recordkeeping requirements for sellers of viatical 1504
settlement investments. 1505
Section 7. Section 517.082, Florida Statutes, is amended 1506
to read: 1507
517.082 Notification Registration by notification; federal 1508
registration statements .— 1509
(1) Except as provided in subsection (3), Securities 1510
offered or sold pursuant to a registration statement filed under 1511
the Securities Act of 1933 , as amended, are shall be entitled to 1512
registration by notification in the manner provided in 1513
subsection (2), provided that before prior to the offer or sale 1514
the registration statement has become effective. 1515
(2) An application for registration by notification shall 1516
be filed with the office, shall contain the following 1517
information, and shall be accompanied by all of the following: 1518
(a) An application to sell executed by the issuer, any 1519
person on whose behalf the offering is made, a dealer registered 1520
under this chapter, or any duly authorized agent of any such 1521
person, setting forth the name and address of the applican t, the 1522
name and address of the issuer, and the title of the securities 1523
to be offered and sold .; 1524
(b) Copies of such documents filed with the Securities and 1525
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Exchange Commission as the Financial Services Commission may by 1526
rule require.; 1527
(c) An irrevocable written consent to service as required 1528
by s. 517.101.; and 1529
(d) A nonreturnable fee of $1,000 per application. 1530
1531
A registration under this section becomes effective when the 1532
federal registration statement becomes effective or as of the 1533
date the application is filed with the office, whichever is 1534
later, provided that, in addition to the items listed in 1535
paragraphs (a)-(d), the office has received written notification 1536
of effective registration under the Securities Act of 1933 , as 1537
amended, or the Investment Company Act of 1940 , as amended, 1538
within 10 business days after from the date federal registration 1539
is granted. Failure to provide all the information required by 1540
this subsection to the office within 60 days after of the date 1541
the registration statemen t becomes effective with the Securities 1542
and Exchange Commission shall be a violation of this chapter. 1543
(3) Except for units of limited partnership interests or 1544
such other securities as the commission describes by rule as 1545
exempt from this subsection due to high investment quality, the 1546
provisions of this section may not be used to register 1547
securities if the offering price at the time of effectiveness 1548
with the Securities and Exchange Commission is $5 or less per 1549
share, unless such securities are listed or des ignated, or 1550
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approved for listing or designation upon notice of issuance, on 1551
a stock exchange registered pursuant to the Securities Exchange 1552
Act of 1934 or on the National Association of Securities Dealers 1553
Automated Quotation (NASDAQ) System, or unless such securities 1554
are of the same issuer and of senior or substantially equal rank 1555
to securities so listed or designated. 1556
(4) In lieu of filing with the office the application, 1557
fees, and documents for registration required by subsection (2), 1558
the commission may establish, by rule, procedures for depositing 1559
fees and filing documents by electronic means, provided such 1560
procedures provide the office with the information and data 1561
required by this section. 1562
(4) If the Securities and Exchange Commission has not 1563
declared effective the applicant's federal registration 1564
statement within 180 days after the applicant's filing with the 1565
office of an application for registration by notification, the 1566
office must deem the application abandoned. 1567
Section 8. Subsections (1) thro ugh (4) of section 517.111, 1568
Florida Statutes, are amended to read: 1569
517.111 Revocation or denial of registration of 1570
securities.— 1571
(1) The office may revoke or suspend the registration of 1572
any security, or may deny any application to register 1573
securities, if, upon examination or investigation into the 1574
affairs of the issuer of such security , it appears shall appear 1575
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that: 1576
(a) The issuer cannot pay its debts as they become due in 1577
the usual course of business is insolvent; 1578
(b) The issuer or any officer, dire ctor, manager or 1579
managing member, or control person of the issuer has violated 1580
any provision of this chapter or any rule made hereunder or any 1581
order of the office of which such issuer has notice; 1582
(c) The issuer or any officer, director, manager or 1583
managing member, or control person of the issuer has been or is 1584
engaged or is about to engage in fraudulent transactions; 1585
(d) The issuer or any officer, director, manager or 1586
managing member, or control person of the issuer has been found 1587
guilty of a fraudulent act in connection with any sale of 1588
securities, has engaged, is engaged, or is about to engage, in 1589
making a fictitious sale or purchase of any security, or in any 1590
practice or sale of any security which is fraudulent or a 1591
violation of any law; 1592
(e) The issuer or any officer, director, manager or 1593
managing member, or control person of the issuer has had a final 1594
judgment entered against such issuer or person in a civil action 1595
on the grounds of fraud, embezzlement, misrepresentation, or 1596
deceit; 1597
(f) The issuer or any officer, director, manager or 1598
managing member, or control person of the issuer has engaged in 1599
any action that would be grounds for revocation, denial, or 1600
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suspension under s. 517.161(1) demonstrated any evidence of 1601
unworthiness; 1602
(g) The issuer or any officer, director, manager or 1603
managing member, or control person of the issuer is in any other 1604
way dishonest or has made any fraudulent representations or 1605
failed to disclose any material information in any prospectus or 1606
in any circular or other literat ure that has been distributed 1607
concerning the issuer or its securities; 1608
(h) The security registered or sought to be registered is 1609
the subject of an injunction entered by a court of competent 1610
jurisdiction or is the subject of an administrative stop -order 1611
or similar order prohibiting the offer or sale of the security; 1612
or 1613
(i) For any security for which registration has been 1614
applied pursuant to s. 517.081, the terms of the offer or sale 1615
of such securities would not be fair, just, or equitable ; or 1616
(j) The issuer or any person acting on behalf of the 1617
issuer has failed to timely complete any application for 1618
registration filed with the office pursuant to the provisions of 1619
s. 517.081 or s. 517.082 or any rule adopted under such 1620
sections. 1621
1622
In making such examinat ion or investigation, the office shall 1623
have access to and may compel the production of all the books 1624
and papers of such issuer and may administer oaths to and 1625
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examine the officers of such issuer or any other person 1626
connected therewith as to its business an d affairs and may also 1627
require a balance sheet exhibiting the assets and liabilities of 1628
any such issuer or its income statement, or both, to be 1629
certified to by a public accountant either of this state or of 1630
any other state where the issuer's business is lo cated. Whenever 1631
the office deems it necessary, it may also require such balance 1632
sheet or income statement, or both, to be made more specific in 1633
such particulars as the office may require. 1634
(2) If any issuer refuses shall refuse to permit an 1635
examination or investigation to be made by the office, it shall 1636
be proper ground for revocation of registration. 1637
(3) If the office deems it necessary, it may enter an 1638
order suspending the right to sell securities pending any 1639
examination or investigation, provided that the order shall 1640
state the office's grounds for taking such action. 1641
(4) Notice of the entry of such order shall be given 1642
personally or by mail, personally, by telephone confirmed in 1643
writing, or by telegraph to the issuer. Before such order is 1644
made final, the issuer applying for registration shall, on 1645
application, be entitled to a hearing. 1646
Section 9. Subsections (1), (2), and (3), paragraph (b) of 1647
subsection (6), subsections (7) and (11), paragraph (b) of 1648
subsection (15), and subsections (20) and (21) of section 1649
517.12, Florida Statutes, are amended to read: 1650
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517.12 Registration of dealers, associated persons, 1651
intermediaries, and investment advisers. — 1652
(1)(a) A person may not No dealer, associated person, or 1653
issuer of securities shall sell or offer for sale any securities 1654
in or from offices in this state , or sell securities to persons 1655
in this state from offices outside this state, by mail or 1656
otherwise, unless the person is has been registered with the 1657
office as a Tier I dealer or as an associated perso n of a Tier I 1658
dealer pursuant to the provisions of this section. The office 1659
shall not register any person as an associated person of a 1660
dealer unless the dealer with which the applicant seeks 1661
registration is lawfully registered with the office pursuant to 1662
this chapter. 1663
(b) A person may not, for direct or indirect compensation, 1664
introduce or refer one or more accredited investors to an issuer 1665
or introduce or refer an issuer to one or more accredited 1666
investors for the purpose of a potential offer or sale of 1667
securities in an issuer transaction in this state unless the 1668
person is registered with the office as a Tier I dealer or Tier 1669
II dealer or as an associated person of a Tier I dealer or Tier 1670
II dealer pursuant to this section. 1671
(c) The office may not regist er any person as an 1672
associated person of a dealer unless the dealer with which the 1673
applicant seeks registration is lawfully registered with the 1674
office pursuant to this chapter. 1675
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(2) The registration requirements of this section do not 1676
apply to the issuers of securities exempted by s. 517.051(1) -(8) 1677
and (10). 1678
(3) Except as otherwise provided in s. 517.061(11)(a)4., 1679
(13), (16), (17), or (19), The registration requirements of this 1680
section do not apply in a transaction exempted by s. 517.061(1)-1681
(10) and (12) s. 517.061(1)-(12), (14), and (15) . 1682
(5)(6) A dealer, associated person, or investment adviser, 1683
in order to obtain registration, must file with the office a 1684
written application, on a form which the commission may by rule 1685
prescribe. The commission may establish, by rule, procedures for 1686
depositing fees and filing documents by electronic means 1687
provided such procedures provide the office with the information 1688
and data required by this section. Each dealer or investment 1689
adviser must also file an irrevocable written consent to service 1690
of civil process sim ilar to that provided for in s. 517.101. The 1691
application shall contain such information as the commission or 1692
office may require concerning such matters as: 1693
(b) The applicant's form and place of organization; and, 1694
if the applicant is: 1695
1. A corporation, a copy of its articles of incorporation 1696
and amendments to the articles of incorporation ; 1697
2. A limited liability company, a copy of its articles of 1698
organization with amendments to its articles; or 1699
3. , if A partnership, a copy of the partnership 1700
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agreement. 1701
(6)(7) The application must also contain such information 1702
as the commission or office may require about the applicant; any 1703
member, principal, or director of the applicant or any person 1704
having a similar status or performing similar functions; any 1705
control person of directly or indirectly controlling the 1706
applicant; or any employee of a dealer or of an investment 1707
adviser rendering investment advisory services. Each applicant 1708
and any direct owners, principals, or indirect owners that are 1709
required to be reported on Form BD or Form ADV pursuant to 1710
subsection (14) (15) shall submit fingerprints for live -scan 1711
processing in accordance with rules adopted by the commission. 1712
The fingerprints may be submitted through a third -party vendor 1713
authorized by the Department of Law Enforcement to provide live -1714
scan fingerprinting. The costs of fingerprint processing shall 1715
be borne by the person subject to the background check. The 1716
Department of Law Enforcement shall conduct a state criminal 1717
history background check, and a fede ral criminal history 1718
background check must be conducted through the Federal Bureau of 1719
Investigation. The office shall review the results of the state 1720
and federal criminal history background checks and determine 1721
whether the applicant meets licensure require ments. The 1722
commission may waive, by rule, the requirement that applicants, 1723
including any direct owners, principals, or indirect owners that 1724
are required to be reported on Form BD or Form ADV pursuant to 1725
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subsection (14) (15), submit fingerprints or the requ irement 1726
that such fingerprints be processed by the Department of Law 1727
Enforcement or the Federal Bureau of Investigation. The 1728
commission or office may require information about any such 1729
applicant or person concerning such matters as: 1730
(a) The applicant's or person's His or her full name, and 1731
any other names by which the applicant or person he or she may 1732
have been known, and the applicant's or person's his or her age, 1733
social security number, photograph, qualifications, and 1734
educational and business history. 1735
(b) Any injunction or administrative order by a state or 1736
federal agency, national securities exchange, or national 1737
securities association involving a security or any aspect of a 1738
dealer's or investment adviser's regulated the securities 1739
business and any injunction or administrative order by a state 1740
or federal agency regulating banking, insurance, finance, or 1741
small loan companies, real estate, mortgage brokers, or other 1742
related or similar industries, which injunctions or 1743
administrative orders relate to such person. 1744
(c) The applicant's or person's His or her conviction of, 1745
or plea of nolo contendere to, a criminal offense or his or her 1746
commission of any acts which would be grounds for refusal of an 1747
application under s. 517.161. 1748
(d) The names and addresses of other persons of whom the 1749
office may inquire as to his or her character, reputation, and 1750
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financial responsibility. 1751
(10)(a)(11)(a) If the office finds that the applicant is 1752
of good repute and character and has complied with the 1753
applicable registration provisions of this chapter and the rules 1754
made pursuant hereto, it shall register the applicant unless the 1755
applicant is otherwise disqualified for registration pursuant to 1756
law. The registration of each dealer, investment adviser, and 1757
associated person expir es on December 31 of the year the 1758
registration became effective unless the registrant has renewed 1759
its his or her registration on or before that date. Registration 1760
may be renewed by furnishing such information as the commission 1761
may require, together with pa yment of the fee required in 1762
paragraph (9)(a) (10)(a) for dealers, investment advisers, or 1763
associated persons and the payment of any amount lawfully due 1764
and owing to the office pursuant to any order of the office or 1765
pursuant to any agreement with the offic e. Any dealer, 1766
investment adviser, or associated person who has not renewed a 1767
registration by the time the current registration expires may 1768
request reinstatement of such registration by filing with the 1769
office, on or before January 31 of the year following the year 1770
of expiration, such information as may be required by the 1771
commission, together with payment of the fee required in 1772
paragraph (9)(a) (10)(a) for dealers, investment advisers, or 1773
associated persons and a late fee equal to the amount of such 1774
fee. Any reinstatement of registration granted by the office 1775
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during the month of January shall be deemed effective 1776
retroactive to January 1 of that year. 1777
(b) The office shall waive the $50 assessment fee for an 1778
associated person required by paragraph (9)(a) (10)(a) for a 1779
registrant renewing his or her registration who: 1780
1. Is an active duty member of the United States Armed 1781
Forces or the spouse of such member; 1782
2. Is or was a member of the United States Armed Forces 1783
and served on active duty within the 2 years preceding the 1784
expiration date of the registration pursuant to paragraph (a). 1785
To qualify for the fee waiver, a registrant who is a former 1786
member of the United States Armed Forces who served on active 1787
duty within the 2 years preceding the expiration date of the 1788
registration must have received an honorable discharge upon 1789
separation or discharge from the United States Armed Forces; or 1790
3. Is the surviving spouse of a member of the United 1791
States Armed Forces if the member was serving on active duty at 1792
the time of death and died within the 2 years preceding the 1793
surviving spouse's registration expiration date pursuant to 1794
paragraph (a). 1795
1796
A registrant seeking such fee waiver must submit proof, in a 1797
form prescribed by commission rule, that the registrant meets 1798
one of the qualifications in this paragraph. 1799
(14)(15) 1800
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(b) In lieu of filing with the office the applications 1801
specified in subsection (5) (6), the fees required by subsection 1802
(9) (10), the renewals required by subsection (10) (11), and the 1803
termination notices required by subsection (11) (12), the 1804
commission may by rule establish procedures for the deposit of 1805
such fees and documents with the Central Registration Depository 1806
or the Investment Adviser Registration Depository of the 1807
Financial Industry Regulatory Aut hority, as developed under 1808
contract with the North American Securities Administrators 1809
Association, Inc. 1810
(19)(20) An intermediary may not engage in business in 1811
this state unless the intermediary is registered as a Tier I 1812
dealer or as an intermediary with the office pursuant to this 1813
section to facilitate the offer or sale of securities in 1814
accordance with s. 517.0611. An intermediary, in order to obtain 1815
registration, must file with the office a written application on 1816
a form prescribed by commission rule and pay a registration fee 1817
of $200. The fees under this subsection shall be deposited into 1818
the Regulatory Trust Fund of the office. The commission may 1819
establish by rule procedures for depositing fees and filing 1820
documents by electronic means if such procedures provide the 1821
office with the information and data required by this section. 1822
Each intermediary must also file an irrevocable written consent 1823
to service of civil process, as provided in s. 517.101. 1824
(a) The application must contain such information as the 1825
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commission or office may require concerning: 1826
1. The name of the applicant and address of its principal 1827
office and each office in this state. 1828
2. The applicant's form and place of organization; and, if 1829
the applicant is: 1830
a. A corporation, a copy of its ar ticles of incorporation 1831
and amendments to the articles of incorporation ; 1832
b. A limited liability company, a copy of its articles of 1833
organization and amendments to the articles and a copy of the 1834
company's operating agreement; or 1835
c. , if A partnership, a copy of the partnership 1836
agreement. 1837
3. The website address where securities of the issuer will 1838
be offered. 1839
4. Contact information. 1840
(b) The application must also contain such information as 1841
the commission may require by rule about the applicant; any 1842
member, principal, or director of the applicant or any person 1843
having a similar status or performing similar functions; or any 1844
control person of persons directly or indirectly controlling the 1845
applicant. Each applicant and any direct owners, principals, or 1846
indirect owners that are required to be reported on a form 1847
adopted by commission rule shall submit fingerprints for live -1848
scan processing in accordance with rules adopted by the 1849
commission. The fingerprints may be submitted through a third -1850
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party vendor authori zed by the Department of Law Enforcement to 1851
provide live-scan fingerprinting. The costs of fingerprint 1852
processing shall be borne by the person subject to the 1853
background check. The Department of Law Enforcement shall 1854
conduct a state criminal history backgro und check, and a federal 1855
criminal history background check must be conducted through the 1856
Federal Bureau of Investigation. The office shall review the 1857
results of the state and federal criminal history background 1858
checks and determine whether the applicant me ets registration 1859
requirements. The commission may waive, by rule, the requirement 1860
that applicants, including any direct owners, principals, or 1861
indirect owners, which are required to be reported on a form 1862
adopted by commission rule, submit fingerprints or t he 1863
requirement that such fingerprints be processed by the 1864
Department of Law Enforcement or the Federal Bureau of 1865
Investigation. The commission, by rule, or the office may 1866
require information about any applicant or person, including: 1867
1. The applicant's or person's His or her full name and 1868
any other names by which the applicant or person he or she may 1869
have been known and the applicant's or person's his or her age, 1870
social security number, photograph, qualifications, and 1871
educational and business history. 1872
2. Any injunction or administrative order by a state or 1873
federal agency, national securities exchange, or national 1874
securities association involving a security or any aspect of an 1875
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intermediary's regulated the securities business and any 1876
injunction or administr ative order by a state or federal agency 1877
regulating banking, insurance, finance, or small loan companies, 1878
real estate, mortgage brokers, or other related or similar 1879
industries, which relate to such person. 1880
3. The applicant's or person's His or her conviction of, 1881
or plea of nolo contendere to, a criminal offense or the 1882
applicant's or person's his or her commission of any acts that 1883
would be grounds for refusal of an application under s. 517.161. 1884
(c) The application must be amended within 30 days if any 1885
information contained in the form becomes inaccurate for any 1886
reason. 1887
(d) An intermediary or persons affiliated with the 1888
intermediary are not subject to any disqualification described 1889
in s. 517.1611 or United States Securities and Exchange 1890
Commission Rule 506(d), 17 C.F.R. 230.506(d), adopted pursuant 1891
to the Securities Act of 1933 , as amended. Each director, 1892
officer, manager or managing member, control person of the 1893
issuer, any person occupying a similar status or performing a 1894
similar function, and each pers on holding more than 20 percent 1895
of the ownership interests shares of the intermediary is subject 1896
to this requirement. 1897
(e) If the office finds that the applicant is of good 1898
repute and character and has complied with the applicable 1899
registration provisions of this chapter and the rules adopted 1900
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thereunder, it shall register the applicant. The registration of 1901
each intermediary expires on December 31 of the year the 1902
registration became effective unless the registrant renews his 1903
or her registration on or before that date. Registration may be 1904
renewed by furnishing such information as the commission may 1905
require by rule, together with payment of a $200 fee and the 1906
payment of any amount due to the office pursuant to any order of 1907
the office or pursuant to any agreemen t with the office. An 1908
intermediary who has not renewed a registration by the time that 1909
the current registration expires may request reinstatement of 1910
such registration by filing with the office, on or before 1911
January 31 of the year following the year of expi ration, such 1912
information as required by the commission, together with payment 1913
of the $200 fee and a late fee of $200. Any reinstatement of 1914
registration granted by the office during the month of January 1915
is deemed effective retroactive to January 1 of that y ear. 1916
(20)(21) The registration requirements of this section do 1917
not apply to any general lines insurance agent or life insurance 1918
agent licensed under chapter 626, for the sale of a security as 1919
defined in s. 517.021(28)(g) s. 517.021(22)(g), if the 1920
individual is directly authorized by the issuer to offer or sell 1921
the security on behalf of the issuer and the issuer is a 1922
federally chartered savings bank subject to regulation by the 1923
Federal Deposit Insurance Corporation. Actions under this 1924
subsection shall cons titute activity under the insurance agent's 1925
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license for purposes of ss. 626.611 and 626.621. 1926
Section 10. Section 517.1214, Florida Statutes, is created 1927
to read: 1928
517.1214 Continuing education requirements for associated 1929
persons of investment advisers and federal covered advisers. — 1930
(1) As used in this section, the term: 1931
(a) "Approved continuing education content" means the 1932
materials, written, oral, or otherwise, which have been approved 1933
by NASAA or its designee and which make up the educational 1934
program provided to an associated person under this section. 1935
(b) "Credit" means a unit designated by NASAA or its 1936
designee as at least 50 minutes of educational instruction. 1937
(c) "Home state" means the state in which an associated 1938
person of an investment ad viser or a federal covered adviser has 1939
his or her principal office and place of business. 1940
(d) "NASAA" means the North American Securities 1941
Administrators Association, Inc. 1942
(e) "Reporting period" means one 12 -month period beginning 1943
January 1 and ending D ecember 31. An associated person's initial 1944
reporting period with this state commences the first day of the 1945
first full reporting period after the individual is registered 1946
or required to be registered with this state. 1947
(2) By December 31, 2024, and each Dec ember 31 thereafter, 1948
each associated person of an investment adviser or a federal 1949
covered adviser shall complete the following continuing 1950
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education content requirements offered by a person that NASAA or 1951
its designee has authorized to provide the continuing education 1952
content required by this section: 1953
(a) Six credits of approved continuing education content 1954
that addresses an associated person's ethical and regulatory 1955
obligations, with at least 3 hours covering the topic of ethics; 1956
and 1957
(b) Six credits of a pproved continuing education content 1958
that addresses an associated person's skills and knowledge 1959
regarding financial products, investment features, and practices 1960
in the investment advisory industry. 1961
(3) An associated person of an investment adviser or 1962
federal covered adviser who is also registered as an associated 1963
person of a Financial Industry Regulatory Authority (FINRA) 1964
member dealer and who complies with FINRA's continuing education 1965
requirements is considered to be in compliance with this 1966
section's products and practice requirement for each applicable 1967
reporting period, provided that the FINRA continuing education 1968
content is approved continuing education content. 1969
(4) Credits of continuing education completed by an 1970
associated person who was awarded and currently holds a 1971
credential that qualifies for examination waiver by passing any 1972
tests as prescribed in s. 15(b)(7) of the Securities Exchange 1973
Act of 1934, as amended, comply with paragraphs (2)(a) and (b), 1974
provided all of the following conditions are met : 1975
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(a) The associated person completes the credits of 1976
continuing education as a condition of maintaining the 1977
credential for the relevant reporting period. 1978
(b) The credits of continuing education completed during 1979
the relevant reporting period by the asso ciated person are 1980
mandatory to maintain the credential. 1981
(c) The continuing education content provided by the 1982
credentialing organization during the relevant reporting period 1983
is approved continuing education content. 1984
(5) Each associated person is respons ible for ensuring 1985
that the authorized provider reports the associated person's 1986
completion of the applicable continuing education requirements. 1987
(6) An associated person who completes credits of 1988
continuing education in excess of the credits required for th e 1989
reporting period may not carry forward excess credits to a 1990
subsequent reporting period. 1991
(7) An associated person who fails to comply with this 1992
section by the end of a reporting period shall renew as "CE 1993
inactive" at the close of the calendar year in th is state until 1994
the associated person completes and reports all required 1995
continuing education credits for all reporting periods as 1996
required by this section. An associated person who is CE 1997
inactive at the close of the next calendar year is not eligible 1998
for associated person registration or renewal of associated 1999
person registration. 2000
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(8) An associated person registered or required to be 2001
registered in this state who is registered as an associated 2002
person of an investment adviser or federal covered adviser in 2003
the individual's home state is considered to be in compliance 2004
with this section if: 2005
(a) The associated person's home state has a continuing 2006
education requirement of at least 12 hours annually; and 2007
(b) The associated person is in compliance with the home 2008
state's associated person of an investment adviser or federal 2009
covered adviser continuing education requirements. 2010
(9) An associated person who was previously registered 2011
under s. 517.12 and became unregistered must complete continuing 2012
education for all reporting periods that occurred between the 2013
time that the associated person became unregistered and when the 2014
person became registered again under s. 517.12, unless the 2015
associated person takes and passes the required examinations or 2016
the examination requirem ents are waived in connection with the 2017
subsequent application for registration. 2018
Section 11. Section 517.1217, Florida Statutes, is amended 2019
to read: 2020
517.1217 Rules of conduct and prohibited business 2021
practices for dealers and their associated persons and for 2022
intermediaries.— 2023
(1) The commission by rule may establish rules of conduct 2024
and prohibited business practices for Tier I dealers and their 2025
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associated persons and for intermediaries . In adopting the 2026
rules, the commission shall consider general indus try standards 2027
as expressed in the rules and regulations of the various federal 2028
and self-regulatory agencies and regulatory associations, 2029
including, but not limited to, the United States Securities and 2030
Exchange Commission, the Financial Industry Regulatory 2031
Authority, and the North American Securities Administrators 2032
Association, Inc. 2033
(2) Concurrently with each introduction, a Tier II dealer 2034
shall obtain the informed consent of each prospective investor 2035
introduced or referred by the Tier II dealer to an issu er in a 2036
written agreement signed by the Tier II dealer, the issuer, and 2037
the prospective investor and initialed by the prospective 2038
investor next to each paragraph, disclosing all of the 2039
following: 2040
(a) The type and amount of compensation that has been or 2041
will be paid to the Tier II dealer in connection with the 2042
introduction or referral and the conditions for payment of that 2043
compensation. 2044
(b) That neither the Tier II dealer nor its associated 2045
persons are providing advice to the issuer or the prospective 2046
investor as to the value of the securities being offered or sold 2047
or as to the advisability of investing in, purchasing, or 2048
selling the securities being offered or sold. 2049
(c) Whether the Tier II dealer or any of its associated 2050
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persons are also owners, direct ly or indirectly, of the 2051
securities being offered or sold. 2052
(d) Any actual or potential conflict of interest in 2053
connection with the Tier II dealer's or associated person's 2054
activities related to the issuer transaction. 2055
(e) That the parties to the agreeme nt have the right to 2056
pursue any available remedies at law or otherwise for any breach 2057
of the agreement. 2058
2059
To satisfy the requirements of this subsection, the agreement 2060
must also include a representation by the prospective investor 2061
that the prospective inves tor is an accredited investor and that 2062
the prospective investor knowingly consents to the payment of 2063
the compensation described in the agreement. 2064
(3) A Tier II dealer or associated person may not: 2065
(a) Introduce or refer an accredited investor to an iss uer 2066
or introduce or refer an issuer to an accredited investor unless 2067
the issuer's principal place of business is in this state. 2068
(b) Participate in negotiating any of the terms of the 2069
offer or sale of the securities being offered or sold. 2070
(c) Advise any party to the transaction regarding the 2071
value of the securities being offered or sold or the 2072
advisability of investing in, purchasing, or selling the 2073
securities being offered or sold. 2074
(d) Conduct any due diligence on the part of any party to 2075
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the transaction. 2076
(e) Sell or offer for sale, in connection with the issuer 2077
transaction, any securities of the issuer which are owned, 2078
directly or indirectly, by the Tier II dealer or associated 2079
person. 2080
(f) Receive, directly or indirectly, possession or custody 2081
of any funds in connection with the issuer transaction. 2082
(g) Knowingly receive compensation in connection with any 2083
offer or sale of securities unless the security is exempt under 2084
s. 517.051, is sold in a transaction exempt under s. 517.061, is 2085
a federal covered security, or is registered under this chapter. 2086
(h) Make any disclosure to a prospective investor other 2087
than the following: 2088
1. The name and address of, and the contact information 2089
for, the issuer or a dealer representing the issuer. 2090
2. The name, type, price, and aggregate amount of any 2091
securities being offered in the issuer transaction. 2092
3. The issuer's industry, location, and number of years in 2093
business. 2094
4. Written disclosure documents obtained from the issuer. 2095
(4) The commission may by rule establish rules of conduct 2096
and prohibited business practices for Tier II dealers and their 2097
associated persons. In adopting the rules, the commission shall 2098
consider general industry standards as expressed in the rules 2099
and regulations of the various federal and self-regulatory 2100
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agencies and regulatory associations, including, but not limited 2101
to, the Securities and Exchange Commission, the Financial 2102
Industry Regulatory Authority, and the North American Securities 2103
Administrators Association, Inc. 2104
Section 12. Subsections (1), (4), and (5) of section 2105
517.161, Florida Statutes, are amended to read: 2106
517.161 Revocation, denial, or suspension of registration 2107
of dealer, investment adviser, intermediary, or associated 2108
person.— 2109
(1) Registration under s. 517.12 ma y be denied or any 2110
registration granted may be revoked, restricted, or suspended by 2111
the office if the office determines that such applicant or 2112
registrant; any member, principal, or director of the applicant 2113
or registrant or any person having a similar stat us or 2114
performing similar functions; or any control person of directly 2115
or indirectly controlling the applicant or registrant: 2116
(a) Has violated any provision of this chapter or any rule 2117
or order made under this chapter; 2118
(b) Has made a material false statement in the application 2119
for registration; 2120
(c) Has been guilty of a fraudulent act in connection with 2121
rendering investment advice or in connection with any sale of 2122
securities, has been or is engaged or is about to engage in 2123
making fictitious or prete nded sales or purchases of any such 2124
securities or in any practice involving the rendering of 2125
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investment advice or the sale of securities which is fraudulent 2126
or in violation of the law; 2127
(d) Has made a misrepresentation or false statement to, or 2128
concealed any essential or material fact from, any person in the 2129
rendering of investment advice or the sale of a security to such 2130
person; 2131
(e) Has failed to account to persons interested for all 2132
money and property received; 2133
(f) Has not delivered, after a reasonab le time, to persons 2134
entitled thereto securities held or agreed to be delivered by 2135
the dealer, broker, or investment adviser, as and when paid for, 2136
and due to be delivered; 2137
(g) Is rendering investment advice or selling or offering 2138
for sale securities thro ugh any associated person not registered 2139
in compliance with the provisions of this chapter; 2140
(h) Has demonstrated unworthiness to transact the business 2141
of dealer, investment adviser, intermediary, or associated 2142
person; 2143
(i) Has exercised management or po licy control over or 2144
owned 10 percent or more of the securities of any dealer, 2145
intermediary, or investment adviser that has been declared 2146
bankrupt, or had a trustee appointed under the Securities 2147
Investor Protection Act; or is, in the case of a dealer, 2148
intermediary, or investment adviser, unable to pay its debts as 2149
they become due in the usual course of business insolvent; 2150
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(i)(j) Has been convicted of, or has entered a plea of 2151
guilty or nolo contendere to, regardless of whether adjudication 2152
was withheld, a crime against the laws of this state or any 2153
other state or of the United States or of any other country or 2154
government which relates to registration as a dealer, investment 2155
adviser, issuer of securities, intermediary, or associated 2156
person; which relates t o the application for such registration; 2157
or which involves moral turpitude or fraudulent or dishonest 2158
dealing; 2159
(j)(k) Has had a final judgment entered against her or him 2160
in a civil action upon grounds of fraud, embezzlement, 2161
misrepresentation, or deceit; 2162
(l) Is of bad business repute; 2163
(k)(m) Has been the subject of any decision, finding, 2164
injunction, suspension, prohibition, revocation, denial, 2165
judgment, or administrative order by any court of competent 2166
jurisdiction, administrative law judge, or by any state or 2167
federal agency, national securities, commodities, or option 2168
exchange, or national securities, commodities, or option 2169
association, involving a violation of any federal or state 2170
securities or commodities law or any rule or regulation 2171
promulgated thereunder, or any rule or regulation of any 2172
national securities, commodities, or options exchange or 2173
national securities, commodities, or options association, or has 2174
been the subject of any injunction or adverse administrative 2175
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order by a state or federal ag ency regulating banking, 2176
insurance, finance or small loan companies , real estate, 2177
mortgage brokers or lenders, money transmitters, or other 2178
related or similar industries. For purposes of this subsection, 2179
the office may not deny registration to any applican t who has 2180
been continuously registered with the office for 5 years after 2181
the date of entry of such decision, finding, injunction, 2182
suspension, prohibition, revocation, denial, judgment, or 2183
administrative order provided such decision, finding, 2184
injunction, suspension, prohibition, revocation, denial, 2185
judgment, or administrative order has been timely reported to 2186
the office pursuant to the commission's rules; or 2187
(l)(n) Made payment to the office for a registration with 2188
a check or electronic transmission of fun ds that is dishonored 2189
by the applicant's or registrant's financial institution ; 2190
(m) Failed to pay and fully satisfy any final judgment or 2191
arbitration award resulting from an investment -related, client- 2192
or customer-initiated arbitration or court proceedin g, unless 2193
alternative payment arrangements are agreed to in writing 2194
between the client or customer and the investment adviser, 2195
dealer, or associated person and the investment adviser, dealer, 2196
or associated person complies with the terms of the alternative 2197
payment arrangement; 2198
(n) Attempted to avoid payment of any final judgment or 2199
arbitration award resulting from an investment -related, client- 2200
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or customer-initiated arbitration or court proceeding, unless 2201
alternative payment arrangements are agreed to in w riting 2202
between the client or customer and the investment adviser, 2203
dealer, or associated person and the investment adviser, dealer, 2204
or associated person complies with the terms of the alternative 2205
payment arrangements; or 2206
(o) Failed to pay and fully satisf y any fine, civil 2207
penalty, order of restitution, order of disgorgement, or similar 2208
monetary payment obligation imposed upon the investment adviser, 2209
dealer, or associated person by the Securities and Exchange 2210
Commission, the securities regulator or other fi nancial services 2211
regulator of any state or province, or any securities industry 2212
self-regulatory organization . 2213
(4) It shall be sufficient cause for denial of an 2214
application or revocation of registration, in the case of a 2215
partnership, corporation, limited liability company, or 2216
unincorporated association, if any member of the partnership , 2217
any manager or managing member of the limited liability company, 2218
or any officer, director, or ultimate equitable owner of the 2219
corporation or association has committed any a ct or omission 2220
which would be cause for denying, revoking, restricting, or 2221
suspending the registration of an individual dealer, investment 2222
adviser, intermediary, or associated person. As used in this 2223
subsection, the term "ultimate equitable owner" means a natural 2224
person who directly or indirectly owns or controls an ownership 2225
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interest in the corporation, partnership, association, or other 2226
legal entity however organized, regardless of whether such 2227
natural person owns or controls such ownership interest throu gh 2228
one or more proxies, powers of attorney, nominees, corporations, 2229
associations, partnerships, trusts, joint stock companies, or 2230
other entities or devices, or any combination thereof. 2231
(5) The office may deny any request to terminate or 2232
withdraw any application or registration if the office believes 2233
that an act that which would be a ground for denial, suspension, 2234
restriction, or revocation under this chapter has been 2235
committed. 2236
Section 13. Subsection (2) of section 517.1611, Florida 2237
Statutes, is amended to read: 2238
517.1611 Guidelines. — 2239
(2) The commission shall adopt by rule disqualifying 2240
periods pursuant to which an applicant will be disqualified from 2241
eligibility for registration based upon criminal convictions, 2242
pleas of nolo contendere, or pleas of guilt, regardless of 2243
whether adjudication was withheld, by the applicant; any 2244
partner, member, officer, or director of the applicant or any 2245
person having a similar status or performing similar functions; 2246
or any control person of directly or indirectly cont rolling the 2247
applicant. 2248
(a) The disqualifying periods shall be 15 years for a 2249
felony and 5 years for a misdemeanor. 2250
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(b) The disqualifying periods shall be related to crimes 2251
involving registration as a dealer, investment adviser, issuer 2252
of securities, or associated person or the application for such 2253
registration or involving moral turpitude or fraudulent or 2254
dishonest dealing. 2255
(c) The rules may also address mitigating factors, an 2256
additional waiting period based upon dates of imprisonment or 2257
community supervision, an additional waiting period based upon 2258
commitment of multiple crimes, and other factors reasonably 2259
related to the consideration of an applicant's criminal history. 2260
(d) An applicant is not eligible for registration until 2261
the expiration of the d isqualifying period set by rule. Section 2262
112.011 does not apply to the registration provisions under this 2263
chapter. Nothing in this section changes or amends the grounds 2264
for denial under s. 517.161. 2265
Section 14. Section 517.181, Florida Statutes, is 2266
repealed. 2267
Section 15. Subsection (4) of section 517.191, Florida 2268
Statutes, is amended to read: 2269
517.191 Injunction to restrain violations; civil 2270
penalties; enforcement by Attorney General. — 2271
(4)(a) In addition to any other remedies provided by this 2272
chapter, the office may apply to the court hearing the matter 2273
for, and the court shall have jurisdiction to impose, a civil 2274
penalty against any person found to have violated any provision 2275
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of this chapter, any rule or order adopted by the commission or 2276
office, or any written agreement entered into with the office in 2277
an amount not to exceed $10,000 for a natural person or $25,000 2278
for any other person, or the gross amount of any pecuniary gain 2279
to such defendant for each such violation other than a violation 2280
of s. 517.301 plus $50,000 for a natural person or $250,000 for 2281
any other person, or the gross amount of any pecuniary gain to 2282
such defendant for each violation of s. 517.301. All civil 2283
penalties collected pursuant to this subsection shall be 2284
deposited into the Anti -Fraud Trust Fund. The office may recover 2285
any costs and attorney fees related to the office's 2286
investigation or enforcement of this section. Notwithstanding 2287
any other law, moneys recovered by the office for costs and 2288
attorney fees collected pursuant to this subsection must be 2289
deposited into the Anti -Fraud Trust Fund. 2290
(b) A control person of a controlled person found to have 2291
violated any provision of this chapter or any rule adopted under 2292
any provision of this chapter is jointly and severally liable 2293
with, and to the same extent as, such controlled person in any 2294
action brought by the office under this section unless the 2295
control person can establish by a preponderance of the evidence 2296
that he or she acted in good faith and did not directly or 2297
indirectly induce the act that constitutes the violation or 2298
cause of action. For purposes of any action brought by the 2299
office under this section, a person who knowingly or recklessly 2300
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provides substantial assistanc e to another person in violation 2301
of a provision of this chapter or of any rule adopted under any 2302
provision of this chapter is deemed to violate the provision or 2303
the rule to the same extent as the person to whom such 2304
assistance is provided. 2305
Section 16. Paragraph (a) of subsection (4) of section 2306
517.201, Florida Statutes, is amended to read: 2307
517.201 Investigations; examinations; subpoenas; hearings; 2308
witnesses.— 2309
(4)(a) In the event of substantial noncompliance with a 2310
subpoena or subpoena duces tecum is sued or caused to be issued 2311
by the office pursuant to this section, the office may petition 2312
the circuit court of the county in which the person subpoenaed 2313
resides or has its principal place of business for an order 2314
requiring the subpoenaed person to appear and testify and to 2315
produce such books, records, and documents as are specified in 2316
such subpoena duces tecum. The court may grant injunctive relief 2317
restraining the issuance, sale or offer for sale, purchase or 2318
offer to purchase, promotion, negotiation, adv ertisement, or 2319
distribution in or from offices in this state of securities or 2320
investments in or from this state by the noncompliant a person 2321
or its agent, employee, broker, partner, officer, director, 2322
manager, managing member, control person, or equity holder 2323
stockholder thereof, and may grant such other relief, including, 2324
but not limited to, the restraint, by injunction or appointment 2325
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of a receiver, of any transfer, pledge, assignment, or other 2326
disposition of such person's assets or any concealment, 2327
alteration, destruction, or other disposition of subpoenaed 2328
books, records, or documents, as the court deems appropriate, 2329
until such person has fully complied with such subpoena or 2330
subpoena duces tecum and the office has completed its 2331
investigation or examina tion. The office is entitled to the 2332
summary procedure provided in s. 51.011, and the court shall 2333
advance the cause on its calendar. Costs incurred by the office 2334
to obtain an order granting, in whole or in part, such petition 2335
for enforcement of a subpoena o r subpoena duces tecum shall be 2336
taxed against the subpoenaed person, and failure to comply with 2337
such order shall be a contempt of court. 2338
Section 17. Paragraph (d) of subsection (3) of section 2339
921.0022, Florida Statutes, is amended to read: 2340
921.0022 Criminal Punishment Code; offense severity 2341
ranking chart.— 2342
(3) OFFENSE SEVERITY RANKING CHART 2343
(d) LEVEL 4 2344
2345
Florida
Statute
Felony
Degree Description
2346
316.1935(3)(a) 2nd Driving at high speed or
with wanton disregard
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for safety while fleeing
or attempting to elude
law enforcement officer
who is in a patrol
vehicle with siren and
lights activated.
2347
499.0051(1) 3rd Failure to maintain or
deliver transaction
history, transaction
information, or transaction
statements.
2348
499.0051(5) 2nd Knowing sale or delivery,
or possession with intent
to sell, contraband
prescription drugs.
2349
517.07(1) 3rd Failure to register
securities.
2350
517.12(1) 3rd Failure of dealer or,
associated person of a
dealer, or issuer of
securities to register.
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2351
784.07(2)(b) 3rd Battery of law enforcement
officer, firefighter, etc.
2352
784.074(1)(c) 3rd Battery of sexually
violent predators
facility staff.
2353
784.075 3rd Battery on detention or
commitment facility staff.
2354
784.078 3rd Battery of facility employee
by throwing, tossing, or
expelling certain fluids or
materials.
2355
784.08(2)(c) 3rd Battery on a person
65 years of age or
older.
2356
784.081(3) 3rd Battery on specified
official or employee.
2357
784.082(3) 3rd Battery by detained
person on visitor or
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other detainee.
2358
784.083(3) 3rd Battery on code inspector.
2359
784.085 3rd Battery of child by throwing,
tossing, projecting, or
expelling certain fluids or
materials.
2360
787.03(1) 3rd Interference with custody;
wrongly takes minor from
appointed guardian.
2361
787.04(2) 3rd Take, entice, or remove child
beyond state limits with
criminal intent pending
custody proceedings.
2362
787.04(3) 3rd Carrying child beyond state
lines with criminal intent
to avoid producing child at
custody hearing or
delivering to designated
person.
2363
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787.07 3rd Human smuggling.
2364
790.115(1) 3rd Exhibiting firearm or
weapon within 1,000 feet
of a school.
2365
790.115(2)(b) 3rd Possessing electric
weapon or device,
destructive device, or
other weapon on school
property.
2366
790.115(2)(c) 3rd Possessing firearm on
school property.
2367
794.051(1) 3rd Indecent, lewd, or
lascivious touching of
certain minors.
2368
800.04(7)(c) 3rd Lewd or lascivious
exhibition; offender less
than 18 years.
2369
806.135 2nd Destroying or demolishing a
memorial or historic property.
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2370
810.02(4)(a) 3rd Burglary, or attempted
burglary, of an
unoccupied structure;
unarmed; no assault or
battery.
2371
810.02(4)(b) 3rd Burglary, or attempted
burglary, of an
unoccupied conveyance;
unarmed; no assault or
battery.
2372
810.06 3rd Burglary; possession of tools.
2373
810.08(2)(c) 3rd Trespass on property,
armed with firearm or
dangerous weapon.
2374
812.014(2)(c)3. 3rd Grand theft, 3rd
degree $10,000 or
more but less than
$20,000.
2375
812.014 3rd Grand theft, 3rd degree;
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(2)(c)4.-10. specified items.
2376
812.0195(2) 3rd Dealing in stolen
property by use of the
Internet; property
stolen $300 or more.
2377
817.505(4)(a) 3rd Patient brokering.
2378
817.563(1) 3rd Sell or deliver substance
other than controlled
substance agreed upon,
excluding s. 893.03(5)
drugs.
2379
817.568(2)(a) 3rd Fraudulent use of personal
identification information.
2380
817.625(2)(a) 3rd Fraudulent use of
scanning device,
skimming device, or
reencoder.
2381
817.625(2)(c) 3rd Possess, sell, or
deliver skimming
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device.
2382
828.125(1) 2nd Kill, maim, or cause great
bodily harm or permanent
breeding disability to any
registered horse or
cattle.
2383
836.14(2) 3rd Person who commits theft
of a sexually explicit
image with intent to
promote it.
2384
836.14(3) 3rd Person who willfully
possesses a sexually
explicit image with certain
knowledge, intent, and
purpose.
2385
837.02(1) 3rd Perjury in official
proceedings.
2386
837.021(1) 3rd Make contradictory statements
in official proceedings.
2387
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838.022 3rd Official misconduct.
2388
839.13(2)(a) 3rd Falsifying records of an
individual in the care
and custody of a state
agency.
2389
839.13(2)(c) 3rd Falsifying records of
the Department of
Children and Families.
2390
843.021 3rd Possession of a concealed
handcuff key by a person in
custody.
2391
843.025 3rd Deprive law enforcement,
correctional, or correctional
probation officer of means of
protection or communication.
2392
843.15(1)(a) 3rd Failure to appear while
on bail for felony (bond
estreature or bond
jumping).
2393
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847.0135(5)(c) 3rd Lewd or lascivious
exhibition using
computer; offender
less than 18 years.
2394
870.01(3) 2nd Aggravated rioting.
2395
870.01(5) 2nd Aggravated inciting a riot.
2396
874.05(1)(a) 3rd Encouraging or recruiting
another to join a
criminal gang.
2397
893.13(2)(a)1. 2nd Purchase of cocaine (or
other s. 893.03(1)(a),
(b), or (d), (2)(a),
(2)(b), or (2)(c)5.
drugs).
2398
914.14(2) 3rd Witnesses accepting
bribes.
2399
914.22(1) 3rd Force, threaten, etc.,
witness, victim, or
informant.
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2400
914.23(2) 3rd Retaliation against a
witness, victim, or
informant, no bodily injury.
2401
916.1085
(2)(c)1.
3rd Introduction of specified
contraband into certain DCF
facilities.
2402
918.12 3rd Tampering with jurors.
2403
934.215 3rd Use of two-way communications
device to facilitate commission of
a crime.
2404
944.47(1)(a)6. 3rd Introduction of contraband
(cellular telephone or
other portable
communication device) into
correctional institution.
2405
951.22(1)(h),
(j) & (k)
3rd Intoxicating drug,
instrumentality or other
device to aid escape, or
cellular telephone or other
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portable communication device
introduced into county
detention facility.
2406
Section 18. Subsection (9) of section 517.051, Florida 2407
Statutes, is amended to read: 2408
517.051 Exempt securities. —The exemptions provided herein 2409
from the registration requirements of s. 517.07 are self -2410
executing and do not require any filing with the office prior to 2411
claiming such exemption. Any person who claims entitlement to 2412
any of these exemptions bears the burden of proving such 2413
entitlement in any proceeding brought under this chapter. The 2414
registration provisions of s. 517.07 do not apply to any of the 2415
following securities: 2416
(9) A security issued by a corporation organized and 2417
operated exclusively for religious, educational, benevolent, 2418
fraternal, charitable, or reformatory purposes and not for 2419
pecuniary profit, no par t of the net earnings of which 2420
corporation inures to the benefit of any private stockholder or 2421
individual, or any security of a fund that is excluded from the 2422
definition of an investment company under s. 3(c)(10)(B) of the 2423
Investment Company Act of 1940 , as amended; provided that no 2424
person shall directly or indirectly offer or sell securities 2425
under this subsection except by an offering circular containing 2426
full and fair disclosure, as prescribed by the rules of the 2427
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commission, of all material information, in cluding, but not 2428
limited to, a description of the securities offered and terms of 2429
the offering, a description of the nature of the issuer's 2430
business, a statement of the purpose of the offering and the 2431
intended application by the issuer of the proceeds ther eof, and 2432
financial statements of the issuer prepared in conformance with 2433
United States generally accepted accounting principles. Section 2434
6(c) of the Philanthropy Protection Act of 1995, Pub. L. No. 2435
104-62, shall not preempt any provision of this chapter. 2436
Section 19. Section 517.1215, Florida Statutes, is amended 2437
to read: 2438
517.1215 Requirements, rules of conduct, and prohibited 2439
business practices for investment advisers advisors and their 2440
associated persons.— 2441
(1) The commission shall specify by rule r equirements for 2442
investment advisers advisors deemed to have custody of client 2443
funds which concern the following: 2444
(a) Notification of custody of, maintenance of, and 2445
safeguards for client funds. 2446
(b) Communications with clients and independent 2447
representatives. 2448
(c) Requirements for investment advisers who have custody 2449
of pooled investments. 2450
(d) Exceptions to the custody requirements. 2451
2452
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In adopting the rules, the commission shall consider the rules 2453
and regulations of the federal regulatory authority and the 2454
North American Securities Administrators Association , Inc. 2455
(2) The commission shall by rule establish rules of 2456
conduct and prohibited business practices for investment 2457
advisers and their associated persons. In adopting the rules, 2458
the commission shall consider general industry standards as 2459
expressed in the rules and regulations of the various federal 2460
and self-regulatory agencies and regulatory associations, 2461
including, but not limited to, the United States Securities and 2462
Exchange Commission, the Financi al Industry Regulatory 2463
Authority, and the North American Securities Administrators 2464
Association, Inc. 2465
Section 20. Subsection (1) of section 517.075, Florida 2466
Statutes, is amended to read: 2467
517.075 Cuba, prospectus disclosure of doing business 2468
with, required.— 2469
(1) Any issuer of securities that will be sold in this 2470
state pursuant to a prospectus must disclose in the prospectus 2471
if the issuer or any affiliate thereof , as defined in s. 2472
517.021(1), does business with the government of Cuba or with 2473
any person or affiliate located in Cuba. The prospectus 2474
disclosure required by this subsection does not apply with 2475
respect to prospectuses prepared before April 10, 1992. 2476
Section 21. Paragraph (a) of subsection (1) of section 2477
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517.131, Florida Statutes, is amende d to read: 2478
517.131 Securities Guaranty Fund. — 2479
(1)(a) The Chief Financial Officer shall establish a 2480
Securities Guaranty Fund. An amount not exceeding 20 percent of 2481
all revenues received as assessment fees pursuant to s. 2482
517.12(9) and (10) s. 517.12(10) and (11) for dealers and 2483
investment advisers or s. 517.1201 for federal covered advisers 2484
and an amount not exceeding 10 percent of all revenues received 2485
as assessment fees pursuant to s. 517.12(9) and (10) s. 2486
517.12(10) and (11) for associated persons shal l be part of the 2487
regular license fee and shall be transferred to or deposited in 2488
the Securities Guaranty Fund. 2489
Section 22. Subsection (1) of section 517.211, Florida 2490
Statutes, is amended to read: 2491
517.211 Remedies available in cases of unlawful sale. — 2492
(1) Every sale made in violation of either s. 517.07 or s. 2493
517.12(1), (3), (4), (8), (10), (12), (15), or (17) (4), (5), 2494
(9), (11), (13), (16), or (18) may be rescinded at the election 2495
of the purchaser, except a sale made in violation of the 2496
provisions of s. 517.1202(3) relating to a renewal of a branch 2497
office notification shall not be subject to this section, and a 2498
sale made in violation of the provisions of s. 517.12(12) s. 2499
517.12(13) relating to filing a change of address amendment 2500
shall not be subject to this section. Each person making the 2501
sale and every director, officer, partner, or agent of or for 2502
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the seller, if the director, officer, partner, or agent has 2503
personally participated or aided in making the sale, is jointly 2504
and severally liable to the purchaser in an action for 2505
rescission, if the purchaser still owns the security, or for 2506
damages, if the purchaser has sold the security. No purchaser 2507
otherwise entitled will have the benefit of this subsection who 2508
has refused or failed, within 30 days of r eceipt, to accept an 2509
offer made in writing by the seller, if the purchaser has not 2510
sold the security, to take back the security in question and to 2511
refund the full amount paid by the purchaser or, if the 2512
purchaser has sold the security, to pay the purchaser an amount 2513
equal to the difference between the amount paid for the security 2514
and the amount received by the purchaser on the sale of the 2515
security, together, in either case, with interest on the full 2516
amount paid for the security by the purchaser at the legal rate, 2517
pursuant to s. 55.03, for the period from the date of payment by 2518
the purchaser to the date of repayment, less the amount of any 2519
income received by the purchaser on the security. 2520
Section 23. Section 517.315, Florida Statutes, is amended 2521
to read: 2522
517.315 Fees.—All fees of any nature collected by the 2523
office pursuant to this chapter shall be disbursed as follows: 2524
(1) The office shall transfer the amount of fees required 2525
to be deposited into the Securities Guaranty Fund pursuant to s. 2526
517.131.; 2527
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(2) After the transfer required in subsection (1), the 2528
office shall transfer the $50 assessment fee collected from each 2529
associated person under s. 517.12(9) and (10) s. 517.12(10) and 2530
(11) and 30.44 percent of the $100 assessment fee paid by 2531
dealers and investment advisers advisors for each office in the 2532
state under s. 517.12(9) and (10) s. 517.12(10) and (11) to the 2533
Regulatory Trust Fund .; and 2534
(3) All remaining fees shall be deposited into the General 2535
Revenue Fund. 2536
Section 24. Subsection (5) of secti on 626.9911, Florida 2537
Statutes, is amended to read: 2538
626.9911 Definitions. —As used in this act, the term: 2539
(5) "Life expectancy provider" means a person who 2540
determines, or holds himself or herself out as determining, life 2541
expectancies or mortality ratings used to determine life 2542
expectancies: 2543
(a) On behalf of a viatical settlement provider, viatical 2544
settlement broker, life agent, or person engaged in the business 2545
of viatical settlements; 2546
(b) In connection with a viatical settlement investment as 2547
defined in s. 517.021, pursuant to s. 517.021(24) ; or 2548
(c) On residents of this state in connection with a 2549
viatical settlement contract or viatical settlement investment. 2550
Section 25. Subsection (6) of section 744.351, Florida 2551
Statutes, is amended to read: 2552
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744.351 Bond of guardian. — 2553
(6) When it is expedient in the judgment of any court 2554
having jurisdiction of any guardianship property, because the 2555
size of the bond required of the guardian is burdensome, or for 2556
other cause, the court may order, in lieu of a bond or in 2557
addition to a lesser bond, that the guardian place all or part 2558
of the property of the ward in a designated financial 2559
institution under the same conditions and limitations as are 2560
contained in s. 69.031. A designated financial institution shall 2561
also include a dealer , as defined in s. 517.021 s. 517.021(6), 2562
if the dealer is a member of the Security Investment Protection 2563
Corporation and is doing business in the state. 2564
Section 26. This act shall take effect October 1, 2023. 2565