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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 regulation of securities; 2
reordering and amending s. 517.021, F.S.; requiring 3
the Financial Services Commission to define the term 4
"accredited investor"; revising definitions; amending 5
s. 517.072, F.S.; authorizing the commission to adop t 6
certain rules relating to viatical settlement 7
investments; amending s. 517.081, F.S.; revising 8
requirements for the registration of securities; 9
revising application fees for certain securities 10
registrations; requiring the Office of Financial 11
Regulation to deem an application abandoned under 12
certain circumstances; conforming provisions to 13
changes made by the act; amending s. 517.082, F.S.; 14
making technical changes; requiring the office to deem 15
an application for registration by notification 16
abandoned under certain circumstances; amending s. 17
517.111, F.S.; revising grounds on which the office 18
may revoke, suspend, or deny the registration of 19
securities; specifying the office's powers in 20
investigations of issuers; revising the methods by 21
which the office may e nter an order suspending an 22
issuer's right to sell securities; amending s. 517.12, 23
F.S.; revising applicability of registration 24
requirements; revising requirements for applying for 25
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registration as a dealer, an associated person of a 26
dealer, or an investmen t adviser; conforming 27
provisions to changes made by the act; making 28
technical changes; providing definitions; providing 29
exemptions from registration requirements for private 30
fund advisers under certain conditions; providing 31
exceptions; providing requiremen ts for certain private 32
fund advisers; providing reporting requirements; 33
creating s. 517.1214, F.S.; defining terms; specifying 34
continuing education requirements for associated 35
persons of investment advisers and federal covered 36
advisers; providing that cert ain education credits 37
satisfy such requirements if certain conditions are 38
met; prohibiting associated persons from carrying 39
forward credits to subsequent reporting periods; 40
specifying a restriction on associated persons who 41
fail to meet such requirements; specifying 42
requirements for certain previously registered 43
associated persons; amending s. 517.1217, F.S.; 44
authorizing the commission to establish rules of 45
conduct and prohibited business practices for 46
intermediaries; amending s. 517.161, F.S.; revising 47
grounds on which the office may deny, revoke, 48
restrict, or suspend registrations of dealers, 49
investment advisers, intermediaries, and associated 50
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persons; providing causes for denial of applications 51
or revocation of registrations of certain entities and 52
persons under certain circumstances; repealing s. 53
517.181, F.S., relating to escrow agreements; amending 54
s. 517.201, F.S.; conforming a provision to changes 55
made by the act; amending s. 921.0022, F.S.; revising 56
applicability of a criminal penalty for certain 57
registration violations; amending s. 517.1215, F.S.; 58
making technical changes; amending ss. 517.061, 59
517.0611, 517.075, 517.131, 517.211, 517.315, 60
626.9911, and 744.351, F.S.; conforming cross -61
references and making technical changes; amending s. 62
517.1205, F.S.; revising legislative intent; providing 63
an effective date. 64
65
Be It Enacted by the Legislature of the State of Florida: 66
67
Section 1. Section 517.021, Florida Statutes, is reordered 68
and amended to read: 69
517.021 Definitions. —When used in this chapte r, unless the 70
context otherwise indicates, the following terms have the 71
following respective meanings: 72
(1) "Accredited investor" shall be defined by rule of the 73
commission in accordance with the Securities and Exchange 74
Commission Rule 501, 17 C.F.R. s. 2 30.501, as amended. 75
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(2) "Affiliate" means a person that directly, or 76
indirectly through one or more intermediaries, controls, is 77
controlled by, or is under common control with an applicant or 78
registrant. 79
(3)(2) "Associated person" means: 80
(a)1. With respect to a dealer, a natural person who is 81
employed, appointed, or authorized by a dealer and who 82
represents the dealer in effecting or attempting to effect 83
purchases or sales of securities. 84
2. The term does not include the following: 85
a. A dealer. 86
b. A partner, an officer, or a director of a dealer or a 87
person having a similar status or performing similar functions 88
as a dealer, unless such person is specified in subparagraph 1. 89
c. A dealer's employee whose function is only clerical or 90
ministerial. 91
d. A person whose transactions in this state are limited 92
to those transactions described in s. 15(i)(3) of the Securities 93
Exchange Act of 1934, as amended. 94
(b)1. With respect to an investment adviser, a natural 95
person, including, but not limited to, a partner, an officer, a 96
director, or a branch manager, or a person occupying a similar 97
status or performing similar functions, who: 98
a. Is employed by or associated with, or is subject to the 99
supervision and control of, an investment adviser registered or 100
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required to be registered under this chapter; and 101
b. Does any of the following: 102
(I) Makes any recommendation or otherwise gives investment 103
advice regarding securities. 104
(II) Manages accounts or portfolios of clients. 105
(III) Determines which recommend ations or advice regarding 106
securities should be given. 107
(IV) Receives compensation to solicit, offer, or negotiate 108
for the sale of investment advisory services. 109
(V) Supervises employees who perform a function under this 110
sub-subparagraph. 111
2. The term does not include the following: 112
a. An investment adviser. 113
b. An employee whose function is only clerical or 114
ministerial or investment adviser, any of the following: 115
1. Any partner, officer, director, or branch manager of a 116
dealer or investment adviser or any person occupying a similar 117
status or performing similar functions; 118
2. Any natural person directly or indirectly controlling 119
or controlled by such dealer or investment adviser, other than 120
an employee whose function is only clerical or ministerial; or 121
3. Any natural person, other than a dealer, employed, 122
appointed, or authorized by a dealer, investment adviser, or 123
issuer to sell securities in any manner or act as an investment 124
adviser as defined in this section . 125
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126
The partners of a partnership and the executive officers of a 127
corporation or other association registered as a dealer, and any 128
person whose transactions in this state are limited to those 129
transactions described in s. 15(h)(2) of the Securities Exchange 130
Act of 1934, are not "associated pers ons" within the meaning of 131
this definition. 132
(c)(b) With respect to a federal covered adviser, a 133
natural any person who is an investment adviser representative 134
and who has a place of business in this state, as such terms are 135
defined in Rule 203A -3 of the Securities and Exchange Commission 136
adopted under the Investment Advisers Act of 1940 , as amended. 137
(4)(3) "Boiler room" means an enterprise in which two or 138
more persons engage in telephone communications with members of 139
the public using two or more teleph ones at one location, or at 140
more than one location in a common scheme or enterprise. 141
(5)(4) "Branch office" means any location in this state of 142
a dealer or investment adviser at which one or more associated 143
persons regularly conduct the business of rende ring investment 144
advice or effecting any transactions in, or inducing or 145
attempting to induce the purchase or sale of, any security or 146
any location that is held out as such. The commission may adopt 147
by rule exceptions to this definition for dealers in order to 148
maintain consistency with the definition of a branch office used 149
by self-regulatory organizations authorized by the Securities 150
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and Exchange Commission, including, but not limited to, the 151
Financial Industry Regulatory Authority. The commission may 152
adopt by rule exceptions to this definition for investment 153
advisers. 154
(6)(7) "Commission" means the Financial Services 155
Commission. 156
(7)(5) "Control," including the terms "controlling," 157
"controlled by," and "under common control with," means the 158
possession, directly or indirectly, of the power to direct or 159
cause the direction of the management or policies of a person, 160
whether through the ownership of voting securities, by contract, 161
or otherwise. 162
(8)(6)(a) "Dealer" includes, unless otherwise specified, a 163
person, other than an associated person of a dealer, that 164
engages, for all or part of the person's time, directly or 165
indirectly, as agent or principal in the business of offering, 166
buying, selling, or otherwise dealing or trading in securities 167
issued by another person any of the following: 168
1. Any person, other than an associated person registered 169
under this chapter, who engages, either for all or part of her 170
or his time, directly or indirectly, as broker or principal in 171
the business of offering, buying, se lling, or otherwise dealing 172
or trading in securities issued by another person . 173
2. Any issuer who through persons directly compensated or 174
controlled by the issuer engages, either for all or part of her 175
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or his time, directly or indirectly, in the business of offering 176
or selling securities which are issued or are proposed to be 177
issued by the issuer. 178
(b) The term "dealer" does not include the following: 179
(a) A licensed practicing attorney who renders or performs 180
any such services in connection with the reg ular practice of the 181
attorney's profession. 182
(b) A bank authorized to do business in this state, except 183
nonbank subsidiaries of a bank. 184
(c) A trust company having trust powers that it is 185
authorized to exercise in this state, which renders or performs 186
services in a fiduciary capacity incidental to the exercise of 187
its trust powers. 188
(d) A wholesaler selling exclusively to dealers. 189
(e) A person buying and selling for the person's own 190
account exclusively through a registered dealer or stock 191
exchange. 192
(f) An issuer. 193
(g) A natural person representing an issuer in the 194
purchase, sale, or distribution of the issuer's own securities 195
if such person: 196
1. Is an officer, a director, a limited liability company 197
manager or managing member, or a bona fide employee of the 198
issuer; 199
2. Has not participated in the distribution or sale of 200
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securities for any issuer for which such person was, within the 201
preceding 12 months, an officer, a director, a limited liability 202
company manager or managing member, or a bona fide emp loyee; 203
3. Primarily performs, or is intended to perform at the 204
end of the distribution, substantial duties for, or on behalf 205
of, the issuer other than in connection with transactions in 206
securities; and 207
4. Does not receive a commission, compensation, or other 208
consideration for the completed sale of the issuer's securities 209
apart from the compensation received for regular duties to the 210
issuer. 211
1. Any licensed practicing attorney who renders or 212
performs any of such services in connection with the regular 213
practice of her or his profession; 214
2. Any bank authorized to do business in this state, 215
except nonbank subsidiaries of a bank; 216
3. Any trust company having trust powers which it is 217
authorized to exercise in this state, which renders or performs 218
services in a fiduciary capacity incidental to the exercise of 219
its trust powers; 220
4. Any wholesaler selling exclusively to dealers; 221
5. Any person buying and selling for her or his own 222
account exclusively through a registered dealer or stock 223
exchange; or 224
6. Pursuant to s. 517.061(11), any person associated with 225
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an issuer of securities if such person is a bona fide employee 226
of the issuer who has not participated in the distribution or 227
sale of any securities within the preceding 12 months and who 228
primarily performs, or is intended to perform at the end of the 229
distribution, substantial duties for, or on behalf of, the 230
issuer other than in connection with transactions in securities. 231
(9) "Federal covered adviser" means a person that who is 232
registered or required to be registered under s. 203 of the 233
Investment Advisers Act of 1940 , as amended. The term "federal 234
covered adviser" does not include any person that who is 235
excluded from the definition of investment adviser under 236
subparagraphs (14)(b)1. -8. 237
(10) "Federal covered security" means a any security that 238
is a covered security under s. 18(b) of the Securities Act of 239
1933, as amended, or rules and regulations adopted thereunder. 240
(11) "Guarantor" means a person that who agrees in 241
writing, or that who holds itself out to the public as agreeing, 242
to pay the indebtedness of another when due, including, without 243
limitation, payments of principal and interest on a bond, 244
debenture, note, or other evidence of indebtedness, without 245
resort by the holder to any other obligor, w hether or not such 246
writing expressly states that the person signing is signing as a 247
guarantor. The obligation of a guarantor hereunder shall be a 248
continuing, absolute, and unconditional guaranty of payment, 249
without regard to the validity, regularity, or en forceability of 250
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the underlying indebtedness. 251
(12) "Guaranty" means an agreement in a writing in which 252
one party either agrees, or holds itself out to the public as 253
agreeing, to pay the indebtedness of another when due, 254
including, without limitation, paym ents of principal and 255
interest on a bond, debenture, note, or other evidence of 256
indebtedness, without resort by the holder to any other obligor, 257
whether or not such writing expressly states that the person 258
signing is signing as a guarantor. An agreement th at is not 259
specifically denominated as a guaranty shall nevertheless 260
constitute a guaranty if the holder of the underlying 261
indebtedness or the holder's her or his representative or 262
trustee has the right to sue to enforce the guarantor's 263
obligations under th e guaranty. Words of guaranty or equivalent 264
words that which otherwise do not specify guaranty of payment 265
create a presumption that payment, rather than collection, is 266
guaranteed by the guarantor. Any guaranty in writing is 267
enforceable notwithstanding any statute of frauds. 268
(13) "Intermediary" means a natural person residing in 269
this the state or a corporation, trust, partnership, limited 270
liability company, association, or other legal entity registered 271
with the Secretary of State to do business in this the state, 272
which facilitates through its website the offer or sale of 273
securities of an issuer with a principal place of business in 274
this state under s. 517.0611. 275
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(14)(a) "Investment adviser" means a includes any person, 276
other than an associated person of an investment adviser or a 277
federal covered adviser, that who receives compensation, 278
directly or indirectly, and engages for all or part of the 279
person's her or his time, directly or indirectly, or through 280
publications or writings, in the business of advising others as 281
to the value of securities or as to the advisability of 282
investments in, purchasing of, or selling of securities , except 283
a dealer whose performance of these services is solely 284
incidental to the conduct of her or his business as a dealer and 285
who receives no special compensation for such services . 286
(b) The term "investment adviser" does not include the 287
following: 288
1. A dealer or an associated person of a dealer whose 289
performance of services in paragraph (a) is solely incidental to 290
the conduct of the dealer's or associated person's business as a 291
dealer and who does not receive special compensation for those 292
services. 293
2. A Any licensed practicing attorney or certified public 294
accountant whose performance of such services is solely 295
incidental to the practice of the attorney's or accountant's her 296
or his profession.; 297
2. Any licensed certified public accountant whose 298
performance of such services is solely incidental to the 299
practice of her or his profession; 300
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3. A Any bank authorized to do business in t his state.; 301
4. A Any bank holding company as defined in the Bank 302
Holding Company Act of 1956, as amended, authorized to do 303
business in this state .; 304
5. A Any trust company having trust powers , as defined in 305
s. 658.12, which it is authorized to exercise in this the state, 306
which trust company renders or performs investment advisory 307
services in a fiduciary capacity incidental to the exercise of 308
its trust powers.; 309
6. A Any person that who renders investment advice 310
exclusively to insurance or investment com panies.; 311
7. A Any person that who does not hold itself herself or 312
himself out to the general public as an investment adviser and 313
has no more than 15 clients within 12 consecutive months in this 314
state.; 315
8. A Any person whose transactions in this state are 316
limited to those transactions described in s. 222(d) of the 317
Investment Advisers Act of 1940 , as amended. Those clients 318
listed in subparagraph 6. may not be included when determining 319
the number of clients of an i nvestment adviser for purposes of 320
s. 222(d) of the Investment Advisers Act of 1940 , as amended.; 321
or 322
9. A federal covered adviser. 323
(15) "Issuer" means a any person that who proposes to 324
issue, has issued, or shall hereafter issue any security. A Any 325
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person that who acts as a promoter for and on behalf of a 326
corporation, trust, or unincorporated association or 327
partnership, limited liability company, association, or other 328
legal entity of any kind to be formed shall be deemed an issuer. 329
(16) "Offer to sell," "offer for sale," or "offer" means 330
an any attempt or offer to dispose of, or solicitation of an 331
offer to buy, a security or interest in a security, or an 332
investment or interest in an investment, for value. 333
(17)(8) "Office" means the Office of Finan cial Regulation 334
of the commission. 335
(18)(17) "Predecessor" means a person whose the major 336
portion of whose assets has have been acquired directly or 337
indirectly by an issuer. 338
(19)(18) "Principal" means an executive officer of a 339
corporation, partner of a partnership, sole proprietor of a sole 340
proprietorship, trustee of a trust, or any other person with 341
similar supervisory functions with respect to any organization, 342
whether incorporated or unincorporated. 343
(20)(19) "Promoter" includes the following: 344
(a) A Any person that who, acting alone or in conjunction 345
with one or more other persons, directly or indirectly takes the 346
initiative in founding and organizing the business or enterprise 347
of an issuer. 348
(b) A Any person that who, in connection with the foundi ng 349
or organizing of the business or enterprise of an issuer, 350
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directly or indirectly receives in consideration of services or 351
property, or both services and property, 10 percent or more of 352
any class of securities of the issuer or 10 percent or more of 353
the proceeds from the sale of any class of securities. However, 354
a person that who receives such securities or proceeds either 355
solely as underwriting commissions or solely in connection with 356
property shall not be deemed a promoter if such person does not 357
otherwise take part in founding and organizing the enterprise. 358
(21)(20) "Qualified institutional buyer" means a any 359
qualified institutional buyer, as defined in United States 360
Securities and Exchange Commission Rule 144A, 17 C.F.R. s. 361
230.144A(a), under the Secu rities Act of 1933, as amended, or 362
any foreign buyer that satisfies the minimum financial 363
requirements set forth in such rule. 364
(22)(21) "Sale" or "sell" means a any contract of sale or 365
disposition of an any investment, security, or interest in a 366
security, for value. With respect to a security or interest in a 367
security, the term defined in this subsection does not include 368
preliminary negotiations or agreements between an issuer or any 369
person on whose behalf a n offering is to be made and any 370
underwriter or among underwriters who are or are to be in 371
privity of contract with an issuer. Any security given or 372
delivered with, or as a bonus on account of, any purchase of 373
securities or any other thing shall be conclus ively presumed to 374
constitute a part of the subject of such purchase and to have 375
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been offered and sold for value. Every sale or offer of a 376
warrant or right to purchase or subscribe to another security of 377
the same or another issuer, as well as every sale or offer of a 378
security which gives the holder a present or future right or 379
privilege to convert into another security or another issuer, is 380
considered to include an offer of the other security. 381
(23)(22) "Security" includes any of the following: 382
(a) A note. 383
(b) A stock. 384
(c) A treasury stock. 385
(d) A bond. 386
(e) A debenture. 387
(f) An evidence of indebtedness. 388
(g) A certificate of deposit. 389
(h) A certificate of deposit for a security. 390
(i) A certificate of interest or participation. 391
(j) A whiskey warehouse receipt or other commodity 392
warehouse receipt. 393
(k) A certificate of interest in a profit -sharing 394
agreement or the right to participate therein. 395
(l) A certificate of interest in an oil, gas, petroleum, 396
mineral, or mining title or lease or the rig ht to participate 397
therein. 398
(m) A collateral trust certificate. 399
(n) A reorganization certificate. 400
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(o) A preorganization subscription. 401
(p) A Any transferable share. 402
(q) An investment contract. 403
(r) A beneficial interest in title to property, profi ts, 404
or earnings. 405
(s) An interest in or under a profit -sharing or 406
participation agreement or scheme. 407
(t) An Any option contract that which entitles the holder 408
to purchase or sell a given amount of the underlying security at 409
a fixed price within a specified period of time. 410
(u) Any other instrument commonly known as a security, 411
including an interim or temporary bond, debenture, note, or 412
certificate. 413
(v) A Any receipt for a security, or for subscription to a 414
security, or a any right to subscribe to or purchase any 415
security. 416
(w) A viatical settlement investment. 417
(24)(23) "Underwriter" means a person that who has 418
purchased from an issuer o r an affiliate of an issuer with a 419
view to, or offers or sells for an issuer or an affiliate of an 420
issuer in connection with, the distribution of any security, or 421
participates or has a direct or indirect participation in any 422
such undertaking, or participat es or has a participation in the 423
direct or indirect underwriting of any such undertaking; except 424
that a person is shall be presumed not to be an underwriter with 425
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respect to any security which it she or he has owned 426
beneficially for at least 1 year; and, fu rther, a dealer is 427
shall not be considered an underwriter with respect to any 428
securities which do not represent part of an unsold allotment to 429
or subscription by the dealer as a participant in the 430
distribution of such securities by the issuer or an affilia te of 431
the issuer; and, further, in the case of securities acquired on 432
the conversion of another security without payment of additional 433
consideration, the length of time such securities have been 434
beneficially owned by a person includes the period during whi ch 435
the convertible security was beneficially owned and the period 436
during which the security acquired on conversion has been 437
beneficially owned. 438
(25)(24) "Viatical settlement investment" means an 439
agreement for the purchase, sale, assignment, transfer, dev ise, 440
or bequest of all or any portion of a legal or equitable 441
interest in a viaticated policy as defined in chapter 626. 442
Section 2. Paragraph (d) of subsection (3) of section 443
517.072, Florida Statutes, is amended, and subsection (4) is 444
added to that section, to read: 445
517.072 Viatical settlement investments. — 446
(3) The registration provisions of ss. 517.07 and 517.12 447
do not apply to any of the following transactions in viatical 448
settlement investments; however, such transactions in viatical 449
settlement investments are subject to the provisions of ss. 450
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517.301, 517.311, and 517.312: 451
(d) The transfer or assignment of a viaticated policy to a 452
bank, trust company, savings institution, insurance company, 453
dealer, investment company as defined in the Investment Company 454
Act of 1940, as amended, pension or profit-sharing trust, or 455
qualified institutional buyer as defined in United States 456
Securities and Exchange Commission Rule 144A, 17 C.F.R. s. 457
230.144A(a), or to an accredited investor as defined by Rule 501 458
of Regulation D of the Securities Act Rules , provided such 459
transfer or assignment is not for the direct or indirect 460
promotion of any scheme or enterprise with the intent of 461
violating or evading any provision of this chapter. 462
(4) The commission may establish by rule requirements and 463
standards for disclosures to purchasers of viatical settlement 464
investments and recordkeeping requirements for sellers of 465
viatical settlement investments. 466
Section 3. Paragraphs (a), (g), and (n) of subsection (3) 467
and subsections (6) and (8) of section 517.081, Florida 468
Statutes, are amended to read: 469
517.081 Registration procedure. — 470
(3) The office may require the applicant to submit to the 471
office the following information concerning the issuer and such 472
other relevant informatio n as the office may in its judgment 473
deem necessary to enable it to ascertain whether such securities 474
shall be registered pursuant to the provisions of this section: 475
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(a) The names and addresses of : 476
1. All the directors, trustees, and officers, if the 477
issuer is be a corporation, association, or trust . 478
2. All the managers or managing members, if the issuer is 479
a limited liability company. 480
3. ; of All the partners, if the issuer is be a 481
partnership. 482
4. ; or of The issuer, if the issuer is a sole 483
proprietorship or natural person be an individual. 484
(g)1. A specimen copy of the securities certificate, if 485
applicable, security and a copy of any circular, prospectus, 486
advertisement, or other description of such securities. 487
2. The commission shall adop t a form for a simplified 488
offering circular to be used solely by corporations to register, 489
under this section, securities of the corporation that are sold 490
in offerings in which the aggregate offering price in any 491
consecutive 12-month period does not exceed the amount provided 492
in s. 3(b) of the Securities Act of 1933 , as amended. The 493
following issuers shall not be eligible to submit a simplified 494
offering circular adopted pursuant to this subparagraph: 495
a. An issuer seeking to register securities for resale by 496
persons other than the issuer. 497
b. An issuer that who is subject to any of the 498
disqualifications described in 17 C.F.R. s. 230.262, adopted 499
pursuant to the Securities Act of 1933, as amended, or that who 500
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has been or is engaged or is about to engage in an activity that 501
would be grounds for denial, revocation, or suspension under s. 502
517.111. For purposes of this subparagraph, an issuer includes 503
an issuer's director, officer, general partner, manager or 504
managing member, trustee, or equity owner shareholder who owns 505
at least 10 percent of the ownership interests shares of the 506
issuer, promoter, or selling agent of the securities to be 507
offered or any officer, director, or partner, or manager or 508
managing member of such selling agent. 509
c. An issuer that who is a development-stage company that 510
either has no specific business plan or purpose or has indicated 511
that its business plan is to merge with an unidentified company 512
or companies. 513
d. An issuer of offerings in which the specific business 514
or properties cannot be described. 515
e. Any issuer the office determines is ineligible because 516
if the form does would not provide full and fair disclosure of 517
material information for the type of offering to be registered 518
by the issuer. 519
f. Any issuer that corporation which has failed to provide 520
the office the reports required for a previous offering 521
registered pursuant to this subparagraph. 522
523
As a condition precedent to qualifying for use of the simplified 524
offering circular, an issuer a corporation shall agree to 525
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provide the office with an annual financial report containing a 526
balance sheet as of the end of the issuer's fiscal year and a 527
statement of income for such year, prepared in accordance with 528
United States generally accepted accounting principles and 529
accompanied by an in dependent accountant's report. If the issuer 530
has more than 100 security holders at the end of a fiscal year, 531
the financial statements must be audited. Annual financial 532
reports must be filed with the office within 90 days after the 533
close of the issuer's fis cal year for each of the first 5 years 534
following the effective date of the registration. 535
(n) If the issuer is a corporation, there shall be filed 536
with the application a copy of its articles of incorporation 537
with all amendments and of its existing bylaws, if not already 538
on file in the office. If the issuer is a limited liability 539
company, there shall be filed with the application a copy of the 540
articles of organization with all the amendments and a copy of 541
the company's operating agreement as may be amended, if not 542
already on file with the office. If the issuer is a trustee, 543
there shall be filed with the application a copy of all 544
instruments by which the trust is created or declared and in 545
which it is accepted and acknowledged. If the issuer is a 546
partnership, unincorporated association, joint -stock company, or 547
any other form of organization whatsoever, there shall be filed 548
with the application a copy of its articles of partnership or 549
association and all other papers pertaining to its organization, 550
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if not already on file in the office. 551
(6) An issuer filing an application under this section 552
shall, at the time of filing, pay the office a nonreturnable fee 553
of $1,000 per application for each offering that exceeds the 554
amount provided in s. 3(b) of the Securities Ac t of 1933, as 555
amended, or $200 per application for each offering that does not 556
exceed the amount provided in s. 3(b) of the Securities Act of 557
1933, as amended. 558
(8) The office shall deem an application to register 559
securities filed with the office abandone d if the issuer or any 560
person acting on behalf of the issuer has failed to complete 561
timely an application as specified by commission rule The 562
commission may by rule establish requirements and standards for: 563
(a) Disclosures to purchasers of viatical settl ement 564
investments. 565
(b) Recordkeeping requirements for sellers of viatical 566
settlement investments. 567
Section 4. Section 517.082, Florida Statutes, is amended 568
to read: 569
517.082 Notification Registration by notification; federal 570
registration statements .— 571
(1) Except as provided in subsection (3), Securities 572
offered or sold pursuant to a registration statement filed under 573
the Securities Act of 1933 , as amended, are shall be entitled to 574
registration by notification in the manner provided in 575
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subsection (2), provided that before prior to the offer or sale 576
the registration statement has become effective. 577
(2) An application for registration by notification shall 578
be filed with the office, shall contain the following 579
information, and shall be acc ompanied by all of the following: 580
(a) An application to sell executed by the issuer, any 581
person on whose behalf the offering is made, a dealer registered 582
under this chapter, or any duly authorized agent of any such 583
person, setting forth the name and addr ess of the applicant, the 584
name and address of the issuer, and the title of the securities 585
to be offered and sold .; 586
(b) Copies of such documents filed with the Securities and 587
Exchange Commission as the Financial Services Commission may by 588
rule require.; 589
(c) An irrevocable written consent to service as required 590
by s. 517.101.; and 591
(d) A nonreturnable fee of $1,000 per application. 592
593
A registration under this section becomes effective when the 594
federal registration statement becomes effective or as of the 595
date the application is filed with the office, whichever is 596
later, provided that, in addition to the items listed in 597
paragraphs (a)-(d), the office has received written notification 598
of effective registration under the Securities Act of 1933 , as 599
amended, or the Investment Company Act of 1940 , as amended, 600
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within 10 business days after from the date federal registration 601
is granted. Failure to provide all the information required by 602
this subsection to the office within 60 days after of the date 603
the registration statement becomes effective with the Securities 604
and Exchange Commission shall be a violation of this chapter. 605
(3) Except for units of limited partnership interests or 606
such other securities as the commission describes by rule as 607
exempt from this subsecti on due to high investment quality, the 608
provisions of this section may not be used to register 609
securities if the offering price at the time of effectiveness 610
with the Securities and Exchange Commission is $5 or less per 611
share, unless such securities are list ed or designated, or 612
approved for listing or designation upon notice of issuance, on 613
a stock exchange registered pursuant to the Securities Exchange 614
Act of 1934, as amended, or on the National Association of 615
Securities Dealers Automated Quotation (NASDAQ) System, or 616
unless such securities are of the same issuer and of senior or 617
substantially equal rank to securities so listed or designated. 618
(4) In lieu of filing with the office the application, 619
fees, and documents for registration required by subsection ( 2), 620
the commission may establish, by rule, procedures for depositing 621
fees and filing documents by electronic means, provided such 622
procedures provide the office with the information and data 623
required by this section. 624
(5) If the Securities and Exchange Com mission has not 625
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declared effective the applicant's federal registration 626
statement within 180 days after the applicant's filing with the 627
office of an application for registration by notification, the 628
office must deem the application abandoned. 629
Section 5. Section 517.111, Florida Statutes, is amended 630
to read: 631
517.111 Revocation or denial of registration of 632
securities.— 633
(1) The office may revoke or suspend the registration of 634
any security, or may deny any application to register 635
securities, if, upon examination or investigation into the 636
affairs of the issuer of such security , the office determines it 637
shall appear that: 638
(a) The issuer cannot pay its debts as they become due in 639
the usual course of business is insolvent; 640
(b) The issuer or any officer, director, manager or 641
managing member, or control person of the issuer has violated 642
any provision of this chapter or any rule made hereunder or any 643
order of the office of which such issuer has notice; 644
(c) The issuer or any officer, director, manager or 645
managing member, or control person of the issuer has been or is 646
engaged or is about to engage in fraudulent transactions; 647
(d) The issuer or any officer, director, manager or 648
managing member, or control person of the issuer has been found 649
guilty of a fraudulent act in connection with any sale of 650
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securities, has engaged, is engaged, or is about to engage, in 651
making a fictitious sale or purchase of any security, or in any 652
practice or sale of any security which is fraudulent or a 653
violation of any law; 654
(e) The issuer or any officer, director, manager or 655
managing member, or control person of the issuer has had a final 656
judgment entered against such issuer or person in a civil action 657
on the grounds of fraud, embezzlement, misrepresentation, or 658
deceit; 659
(f) The issuer or any officer, director, manager or 660
managing member, or control person of the issuer has engaged in 661
any action that would be grounds for revocation, denial, or 662
suspension under s. 517.161(1) demonstrated any evidence of 663
unworthiness; 664
(g) The issuer or any officer, director, manager or 665
managing member, or control person of the issuer is in any other 666
way dishonest or has made any fraudulent representations or 667
failed to disclose any material information in any prospectus or 668
in any circular or other lit erature that has been distributed 669
concerning the issuer or its securities; 670
(h) The security registered or sought to be registered is 671
the subject of an injunction entered by a court of competent 672
jurisdiction or is the subject of an administrative stop -order 673
or similar order prohibiting the offer or sale of the security; 674
or 675
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(i) For any security for which registration has been 676
applied pursuant to s. 517.081, the terms of the offer or sale 677
of such securities would not be fair, just, or equitable ; or 678
(j) The issuer or any person acting on behalf of the 679
issuer has failed to timely complete any application for 680
registration filed with the office pursuant to the provisions of 681
s. 517.081 or s. 517.082 or any rule adopted under such 682
sections. 683
(2) In making such examination or investigation, the 684
office shall have access to and may compe l the production of all 685
the books and papers of such issuer and may administer oaths to 686
and examine the officers of such issuer or any other person 687
connected therewith as to its business and affairs and may also 688
require a balance sheet exhibiting the asset s and liabilities of 689
any such issuer or its income statement, or both, to be 690
certified to by a public accountant either of this state or of 691
any other state where the issuer's business is located. Whenever 692
the office deems it necessary, it may also require such balance 693
sheet or income statement, or both, to be made more specific in 694
such particulars as the office may require. 695
(3)(2) If any issuer refuses shall refuse to permit an 696
examination or investigation to be made by the office, it shall 697
be proper ground for revocation of registration. 698
(4)(3) If the office deems it necessary, it may enter an 699
order suspending the right to sell securities pending any 700
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examination or investigation, provided that the order shall 701
state the office's grounds for taking such a ction. 702
(5)(4) Notice of the entry of such order shall be given 703
personally or by mail, personally, by telephone confirmed in 704
writing, or by telegraph to the issuer. Before such order is 705
made final, the issuer applying for registration shall, on 706
application, be entitled to a hearing. 707
(6)(5) The office may deny any request to terminate any 708
registration or to withdraw any application for registration if 709
the office believes that an act which would be grounds for 710
denial, suspension, or re vocation under this chapter has been 711
committed. 712
Section 6. Subsections (3) through (22) of section 517.12, 713
Florida Statutes, are renumbered as subsections (2) through 714
(21), respectively, subsection (1), present subsections (2) and 715
(3), paragraph (b) of present subsection (6), present 716
subsections (7) and (11), paragraph (b) of present subsection 717
(15), and present subsections (20) and (21) of that section are 718
amended, and a new subsection (22) is added to that section, to 719
read: 720
517.12 Registration of de alers, associated persons, 721
intermediaries, and investment advisers. — 722
(1) No dealer or, associated person, or issuer of 723
securities shall sell or offer for sale any securities in or 724
from offices in this state , or sell securities to persons in 725
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this state from offices outside this state, by mail or 726
otherwise, unless the person is has been registered with the 727
office as a dealer or as an associated person of a dealer 728
pursuant to the provisions of this section. The office shall not 729
register any person as an asso ciated person of a dealer unless 730
the dealer with which the applicant seeks registration is 731
lawfully registered with the office pursuant to this chapter. 732
(2) The registration requirements of this section do not 733
apply to the issuers of securities exempted by s. 517.051(1)-(8) 734
and (10). 735
(2)(3) Except as otherwise provided in s. 736
517.061(11)(a)4., (13), (16), (17), or (19), The registration 737
requirements of this section do not apply in a transaction 738
exempted by s. 517.061(1)-(10) and (12), s. 517.061(1)-(12), 739
(14), and (15). 740
(5)(6) A dealer, associated person, or investment adviser, 741
in order to obtain registration, must file with the office a 742
written application, on a form which the commission may by rule 743
prescribe. The commission may establish, by rule, pro cedures for 744
depositing fees and filing documents by electronic means 745
provided such procedures provide the office with the information 746
and data required by this section. Each dealer or investment 747
adviser must also file an irrevocable written consent to serv ice 748
of civil process similar to that provided for in s. 517.101. The 749
application shall contain such information as the commission or 750
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office may require concerning such matters as: 751
(b) The applicant's form and place of organization; and, 752
if the applicant is: 753
1. A corporation, a copy of its articles of incorporation 754
and amendments to the articles of incorporation ; 755
2. A limited liability company, a copy of its articles of 756
organization with amendments to its articles; or 757
3., if A partnership, a copy of the partnership agreement. 758
(6)(7) The application must also contain such information 759
as the commission or office may require about the applicant; any 760
member, principal, or director of the applicant or any person 761
having a similar status or performing simi lar functions; any 762
person directly or indirectly controlling the applicant; or any 763
employee of a dealer or of an investment adviser rendering 764
investment advisory services. Each applicant and any direct 765
owners, principals, or indirect owners that are requir ed to be 766
reported on Form BD or Form ADV pursuant to subsection (14) (15) 767
shall submit fingerprints for live -scan processing in accordance 768
with rules adopted by the commission. The fingerprints may be 769
submitted through a third -party vendor authorized by th e 770
Department of Law Enforcement to provide live -scan 771
fingerprinting. The costs of fingerprint processing shall be 772
borne by the person subject to the background check. The 773
Department of Law Enforcement shall conduct a state criminal 774
history background check , and a federal criminal history 775
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background check must be conducted through the Federal Bureau of 776
Investigation. The office shall review the results of the state 777
and federal criminal history background checks and determine 778
whether the applicant meets licen sure requirements. The 779
commission may waive, by rule, the requirement that applicants, 780
including any direct owners, principals, or indirect owners that 781
are required to be reported on Form BD or Form ADV pursuant to 782
subsection (14) (15), submit fingerprints or the requirement 783
that such fingerprints be processed by the Department of Law 784
Enforcement or the Federal Bureau of Investigation. The 785
commission or office may require information about any such 786
applicant or person concerning such matters as: 787
(a) The applicant's or person's His or her full name, and 788
any other names by which the applicant or person he or she may 789
have been known, and the applicant's or person's his or her age, 790
social security number, photograph, qualifications, and 791
educational and busines s history. 792
(b) Any injunction or administrative order by a state or 793
federal agency, national securities exchange, or national 794
securities association involving a security or any aspect of a 795
dealer's or investment adviser's regulated the securities 796
business and any injunction or administrative order by a state 797
or federal agency regulating banking, insurance, finance, or 798
small loan companies, real estate, mortgage brokers, or other 799
related or similar industries, which injunctions or 800
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administrative orders rel ate to such person. 801
(c) The applicant's or person's His or her conviction of, 802
or plea of nolo contendere to, a criminal offense or the 803
applicant's or person's his or her commission of any acts which 804
would be grounds for refusal of an application under s. 517.161. 805
(d) The names and addresses of other persons of whom the 806
office may inquire as to the applicant's or person's his or her 807
character, reputation, and financial responsibility. 808
(10)(a)(11)(a) If the office finds that the applicant is 809
of good repute and character and has complied with the 810
applicable registration provisions of this chapter and the rules 811
made pursuant hereto, it shall register the applicant unless the 812
applicant is otherwise disqualified for registration pursuant to 813
law. The registration of each dealer, investment adviser, and 814
associated person expires on December 31 of the year the 815
registration became effective unless the registrant has renewed 816
its his or her registration on or before that date. Registration 817
may be renewed by furn ishing such information as the commission 818
may require, together with payment of the fee required in 819
paragraph (9)(a) (10)(a) for dealers, investment advisers, or 820
associated persons and the payment of any amount lawfully due 821
and owing to the office pursuant to any order of the office or 822
pursuant to any agreement with the office. Any dealer, 823
investment adviser, or associated person who has not renewed a 824
registration by the time the current registration expires may 825
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request reinstatement of such registration by filing with the 826
office, on or before January 31 of the year following the year 827
of expiration, such information as may be required by the 828
commission, together with payment of the fee required in 829
paragraph (9)(a) (10)(a) for dealers, investment advisers, or 830
associated persons and a late fee equal to the amount of such 831
fee. Any reinstatement of registration granted by the office 832
during the month of January shall be deemed effective 833
retroactive to January 1 of that year. 834
(b) The office shall waive the $50 as sessment fee for an 835
associated person required by paragraph (9)(a) (10)(a) for a 836
registrant renewing his or her registration who: 837
1. Is an active duty member of the United States Armed 838
Forces or the spouse of such member; 839
2. Is or was a member of the U nited States Armed Forces 840
and served on active duty within the 2 years preceding the 841
expiration date of the registration pursuant to paragraph (a). 842
To qualify for the fee waiver, a registrant who is a former 843
member of the United States Armed Forces who ser ved on active 844
duty within the 2 years preceding the expiration date of the 845
registration must have received an honorable discharge upon 846
separation or discharge from the United States Armed Forces; or 847
3. Is the surviving spouse of a member of the United 848
States Armed Forces if the member was serving on active duty at 849
the time of death and died within the 2 years preceding the 850
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surviving spouse's registration expiration date pursuant to 851
paragraph (a). 852
853
A registrant seeking such fee waiver must submit proof, in a 854
form prescribed by commission rule, that the registrant meets 855
one of the qualifications in this paragraph. 856
(14)(15) 857
(b) In lieu of filing with the office the applications 858
specified in subsection (5) (6), the fees required by subsection 859
(9) (10), the renewals required by subsection (10) (11), and the 860
termination notices required by subsection (11) (12), the 861
commission may by rule establish procedures for the deposit of 862
such fees and documents with the Central Registration Depository 863
or the Investment Adviser Registration Depository of the 864
Financial Industry Regulatory Authority, as developed under 865
contract with the North American Securities Administrators 866
Association, Inc. 867
(19)(20) An intermediary may not engage in business in 868
this state unless the in termediary is registered as a dealer or 869
as an intermediary with the office pursuant to this section to 870
facilitate the offer or sale of securities in accordance with s. 871
517.0611. An intermediary, in order to obtain registration, must 872
file with the office a written application on a form prescribed 873
by commission rule and pay a registration fee of $200. The fees 874
under this subsection shall be deposited into the Regulatory 875
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Trust Fund of the office. The commission may establish by rule 876
procedures for depositing f ees and filing documents by 877
electronic means if such procedures provide the office with the 878
information and data required by this section. Each intermediary 879
must also file an irrevocable written consent to service of 880
civil process, as provided in s. 517.10 1. 881
(a) The application must contain such information as the 882
commission or office may require concerning: 883
1. The name of the applicant and address of its principal 884
office and each office in this state. 885
2. The applicant's form and place of organization ; and, if 886
the applicant is: 887
a. A corporation, a copy of its articles of incorporation 888
and amendments to the articles of incorporation ; 889
b. A limited liability company, a copy of its articles of 890
organization and amendments to the articles and a copy of t he 891
company's operating agreement as may be amended; or 892
c., if A partnership, a copy of the partnership agreement. 893
3. The website address where securities of the issuer will 894
be offered. 895
4. Contact information. 896
(b) The application must also contain s uch information as 897
the commission may require by rule about the applicant; any 898
member, principal, or director of the applicant or any person 899
having a similar status or performing similar functions; or any 900
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persons directly or indirectly controlling the appl icant. Each 901
applicant and any direct owners, principals, or indirect owners 902
that are required to be reported on a form adopted by commission 903
rule shall submit fingerprints for live -scan processing in 904
accordance with rules adopted by the commission. The 905
fingerprints may be submitted through a third -party vendor 906
authorized by the Department of Law Enforcement to provide live -907
scan fingerprinting. The costs of fingerprint processing shall 908
be borne by the person subject to the background check. The 909
Department of Law Enforcement shall conduct a state criminal 910
history background check, and a federal criminal history 911
background check must be conducted through the Federal Bureau of 912
Investigation. The office shall review the results of the state 913
and federal criminal h istory background checks and determine 914
whether the applicant meets registration requirements. The 915
commission may waive, by rule, the requirement that applicants, 916
including any direct owners, principals, or indirect owners, 917
which are required to be reported on a form adopted by 918
commission rule, submit fingerprints or the requirement that 919
such fingerprints be processed by the Department of Law 920
Enforcement or the Federal Bureau of Investigation. The 921
commission, by rule, or the office may require information ab out 922
any applicant or person, including: 923
1. The applicant's or person's His or her full name and 924
any other names by which the applicant or person he or she may 925
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have been known and the applicant's or person's his or her age, 926
social security number, photogr aph, qualifications, and 927
educational and business history. 928
2. Any injunction or administrative order by a state or 929
federal agency, national securities exchange, or national 930
securities association involving a security or any aspect of an 931
intermediary's regulated the securities business and any 932
injunction or administrative order by a state or federal agency 933
regulating banking, insurance, finance, or small loan companies, 934
real estate, mortgage brokers, or other related or similar 935
industries, which relate to such person. 936
3. The applicant's or person's His or her conviction of, 937
or plea of nolo contendere to, a criminal offense or the 938
applicant's or person's his or her commission of any acts that 939
would be grounds for refusal of an application under s. 517.161. 940
(c) The application must be amended within 30 days if any 941
information contained in the form becomes inaccurate for any 942
reason. 943
(d) An intermediary or persons affiliated with the 944
intermediary are not subject to any disqualification described 945
in s. 517.1611 or United States Securities and Exchange 946
Commission Rule 506(d), 17 C.F.R. 230.506(d), adopted pursuant 947
to the Securities Act of 1933 , as amended. Each director, 948
officer, manager or managing member, control person of the 949
issuer, any person occupying a similar status or performing a 950
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similar function, and each person holding more than 20 percent 951
of the ownership interests shares of the intermediary is subject 952
to this requirement. 953
(e) If the office finds that the applicant is of good 954
repute and character and has complied with the applicable 955
registration provisions of this chapter and the rules adopted 956
thereunder, it shall register the applicant. The registration of 957
each intermediary expires on December 31 of the year the 958
registration became effec tive unless the registrant renews his 959
or her registration on or before that date. Registration may be 960
renewed by furnishing such information as the commission may 961
require by rule, together with payment of a $200 fee and the 962
payment of any amount due to the office pursuant to any order of 963
the office or pursuant to any agreement with the office. An 964
intermediary who has not renewed a registration by the time that 965
the current registration expires may request reinstatement of 966
such registration by filing with the office, on or before 967
January 31 of the year following the year of expiration, such 968
information as required by the commission, together with payment 969
of the $200 fee and a late fee of $200. Any reinstatement of 970
registration granted by the office during the month of January 971
is deemed effective retroactive to January 1 of that year. 972
(20)(21) The registration requirements of this section do 973
not apply to any general lines insurance agent or life insurance 974
agent licensed under chapter 626, for the sale of a sec urity as 975
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defined in s. 517.021(23)(g) s. 517.021(22)(g), if the 976
individual is directly authorized by the issuer to offer or sell 977
the security on behalf of the issuer and the issuer is a 978
federally chartered savings bank subject to regulation by the 979
Federal Deposit Insurance Corporation. Actions under this 980
subsection shall constitute activity under the insurance agent's 981
license for purposes of ss. 626.611 and 626.621. 982
(22)(a) As used in this subsection, the term: 983
1. "Advisory affiliate" has the same meani ng as in the 984
Glossary of Terms to Form ADV, the uniform application for 985
investment adviser registration, 17 C.F.R. s. 279.1. 986
2. "Exempt reporting adviser" has the same meaning as in 987
the Glossary of Terms to Form ADV, the uniform application for 988
investment adviser registration, 17 C.F.R. s. 279.1. 989
3. "Private fund adviser" means an investment adviser who 990
provides advice to solely one or more qualifying private funds. 991
4. "Qualifying private fund" means: 992
a. A private fund that meets the definition of t he term 993
"qualifying private fund" in the Securities and Exchange 994
Commission Rule 203(m) -1, 17 C.F.R. s. 275.203(m) -1; 995
b. A private fund that meets the definition of the term 996
"venture capital fund" in the Securities and Exchange Commission 997
Rule 203(l)-1, 17 C.F.R. s. 275.203(l) -1; or 998
c. A "venture capital operating company " as defined in 29 999
C.F.R. s. 2510.3-101(d) adopted by the United States Department 1000
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of Labor under the Employee Retirement Income Security Act of 1001
1974. 1002
5. "3(c)(1) fund" means a qualif ying private fund that is 1003
eligible for the exclusion from the definition of the term 1004
"investment company" under s. 3(c)(1) of the Investment Company 1005
Act of 1940, 15 U.S.C. s. 80a -3(c)(1), as amended. 1006
(b) Subject to the additional requirements of paragraph 1007
(c), a private fund adviser is exempt from the registration 1008
requirements of this section if the private fund adviser 1009
satisfies the following conditions: 1010
1. Neither the private fund adviser nor any of its 1011
advisory affiliates are subject to an ev ent that would 1012
disqualify an issuer under Securities and Exchange Commission 1013
Rule 506(d)(1) of Regulation D, 17 C.F.R. s. 230.506(d)(1); and 1014
2. The private fund adviser files with the office each 1015
report and amendment thereto that an exempt reporting advi ser is 1016
required to file with the Securities and Exchange Commission 1017
pursuant to the Securities and Exchange Commission Rule 204 -4, 1018
17 C.F.R. s. 275.204 -4. 1019
(c) In order to qualify for the exemption from the 1020
registration requirements of this section, a pri vate fund 1021
adviser who advises at least one (3)(c)(1) fund that is not a 1022
venture capital fund shall, in addition to satisfying the 1023
conditions specified in subparagraphs (b)1. and 2., comply with 1024
the following requirements: 1025
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1. The private fund adviser shal l advise only those 1026
3(c)(1) funds, other than venture capital funds, whose 1027
outstanding securities, other than short -term paper, are 1028
beneficially owned entirely by accredited investors; and 1029
2. At the time of purchase, the private fund adviser shall 1030
disclose the following in writing to each beneficial owner of a 1031
3(c)(1) fund that is not a venture capital fund: 1032
a. All services, if any, to be provided to individual 1033
beneficial owners; 1034
b. All duties, if any, the investment adviser owes to the 1035
beneficial owners; and 1036
c. Any other material information affecting the rights or 1037
responsibilities of the beneficial owners. 1038
(d) If a private fund adviser is registered with the 1039
Securities and Exchange Commission, the adviser is not eligible 1040
for the exemption from t he registration requirements of this 1041
section and shall comply with the notice filing requirements 1042
applicable to federal covered advisers in s. 517.1201. 1043
(e) A person is exempt from the registration requirements 1044
of this section if the person is employed b y or associated with 1045
an investment adviser that is exempt from registration and does 1046
not otherwise act as an associated person of an investment 1047
adviser or federal covered adviser. 1048
(f) The report filings and the amendments thereto 1049
described in subparagrap h (b)2. shall be made electronically 1050
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through the Investment Adviser Registration Depository of the 1051
Financial Industry Regulatory Authority. A report is deemed 1052
filed with the office when the report has been filed and 1053
accepted by the depository on the office 's behalf. 1054
Section 7. Section 517.1214, Florida Statutes, is created 1055
to read: 1056
517.1214 Continuing education requirements for associated 1057
persons of investment advisers and federal covered advisers. — 1058
(1) As used in this section, the term: 1059
(a) "Approved continuing education content" means the 1060
materials, written, oral, or otherwise, which have been approved 1061
by NASAA or its designee and which make up the educational 1062
program provided to an associated person under this section. 1063
(b) "Credit" means a uni t designated by NASAA or its 1064
designee as at least 50 minutes of educational instruction. 1065
(c) "Home state" means the state in which an associated 1066
person of an investment adviser or a federal covered adviser has 1067
his or her principal office and place of bus iness. 1068
(d) "NASAA" means the North American Securities 1069
Administrators Association, Inc. 1070
(e) "Reporting period" means one 12 -month period beginning 1071
January 1 and ending December 31. An associated person's initial 1072
reporting period with this state commenc es the first day of the 1073
first full reporting period after the individual is registered 1074
or required to be registered with this state. 1075
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(2) By December 31, 2024, and each December 31 thereafter, 1076
each associated person of an investment adviser or a federal 1077
covered adviser shall complete the following continuing 1078
education content requirements offered by a person that NASAA or 1079
its designee has authorized to provide the continuing education 1080
content required by this section: 1081
(a) Six credits of approved continu ing education content 1082
that addresses an associated person's ethical and regulatory 1083
obligations, with at least 3 hours covering the topic of ethics; 1084
and 1085
(b) Six credits of approved continuing education content 1086
that addresses an associated person's skills and knowledge 1087
regarding financial products, investment features, and practices 1088
in the investment advisory industry. 1089
(3) An associated person of an investment adviser or 1090
federal covered adviser who is also registered as an associated 1091
person of a Financial Industry Regulatory Authority (FINRA) 1092
member dealer and who complies with FINRA's continuing education 1093
requirements is considered to be in compliance with this 1094
section's products and practice requirement for each applicable 1095
reporting period, provided that the FINRA continuing education 1096
content is approved continuing education content. 1097
(4) Credits of continuing education completed by an 1098
associated person who was awarded and currently holds a 1099
credential that qualifies for examination waiver by passing any 1100
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tests as prescribed in s. 15(b)(7) of the Securities Exchange 1101
Act of 1934, as amended, comply with paragraphs (2)(a) and (b), 1102
provided all of the following conditions are met: 1103
(a) The associated person completes the credits of 1104
continuing education as a c ondition of maintaining the 1105
credential for the relevant reporting period. 1106
(b) The credits of continuing education completed during 1107
the relevant reporting period by the associated person are 1108
mandatory to maintain the credential. 1109
(c) The continuing educa tion content provided by the 1110
credentialing organization during the relevant reporting period 1111
is approved continuing education content. 1112
(5) Each associated person is responsible for ensuring 1113
that the authorized provider reports the associated person's 1114
completion of the applicable continuing education requirements. 1115
(6) An associated person who completes credits of 1116
continuing education in excess of the credits required for the 1117
reporting period may not carry forward excess credits to a 1118
subsequent reporting period. 1119
(7) An associated person who fails to comply with this 1120
section by the end of a reporting period shall renew as "CE 1121
inactive" at the close of the calendar year in this state until 1122
the associated person completes and reports all required 1123
continuing education credits for all reporting periods as 1124
required by this section. An associated person who is "CE 1125
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inactive" at the close of the next calendar year is not eligible 1126
for associated person registration or renewal of associated 1127
person registration. 1128
(8) An associated person registered or required to be 1129
registered in this state who is registered as an associated 1130
person of an investment adviser or federal covered adviser in 1131
the individual's home state is considered to be in compliance 1132
with this section if : 1133
(a) The associated person's home state has a continuing 1134
education requirement of at least 12 hours annually; and 1135
(b) The associated person is in compliance with the home 1136
state's associated person of an investment adviser or federal 1137
covered adviser continuing education requirements. 1138
(9) An associated person who was previously registered 1139
under s. 517.12 and became unregistered must complete continuing 1140
education for all reporting periods that occurred between the 1141
time that the associated person became unregistered and when the 1142
person became registered again under s. 517.12, unless the 1143
associated person takes and passes the required examinations or 1144
the examination requirements are waived in connection with the 1145
subsequent application for registration. 1146
Section 8. Section 517.1217, Florida Statutes, is amended 1147
to read: 1148
517.1217 Rules of conduct and prohibited business 1149
practices for dealers and their associated persons and for 1150
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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
intermediaries.—The commission by rule may establish rules of 1151
conduct and prohibited business practices for dealers and their 1152
associated persons and for intermediaries . In adopting the 1153
rules, the commission shall consider general industry standards 1154
as expressed in the rules and regulations of the various federal 1155
and self-regulatory agencies and regulatory associations, 1156
including, but not limited to, the United States Securities and 1157
Exchange Commission, the Financial Industry Regulatory 1158
Authority, and the North American Securities Administrators 1159
Association, Inc. 1160
Section 9. Subsections (1), (4), and (5) of section 1161
517.161, Florida Statutes, are amended to read: 1162
517.161 Revocation, denial, or suspension of registration 1163
of dealer, investment adviser, intermediary, or associated 1164
person.— 1165
(1) Registration under s. 517.12 may be de nied or any 1166
registration granted may be revoked, restricted, or suspended by 1167
the office if the office determines that such applicant or 1168
registrant; any member, principal, or director of the applicant 1169
or registrant or any person having a similar status or 1170
performing similar functions; or any person directly or 1171
indirectly controlling the applicant or registrant: 1172
(a) Has violated any provision of this chapter or any rule 1173
or order made under this chapter; 1174
(b) Has made a material false statement in the appli cation 1175
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for registration; 1176
(c) Has been guilty of a fraudulent act in connection with 1177
rendering investment advice or in connection with any sale of 1178
securities, has been or is engaged or is about to engage in 1179
making fictitious or pretended sales or purchase s of any such 1180
securities or in any practice involving the rendering of 1181
investment advice or the sale of securities which is fraudulent 1182
or in violation of the law; 1183
(d) Has made a misrepresentation or false statement to, or 1184
concealed any essential or mater ial fact from, any person in the 1185
rendering of investment advice or the sale of a security to such 1186
person; 1187
(e) Has failed to account to persons interested for all 1188
money and property received; 1189
(f) Has not delivered, after a reasonable time, to persons 1190
entitled thereto securities held or agreed to be delivered by 1191
the dealer, broker, or investment adviser, as and when paid for, 1192
and due to be delivered; 1193
(g) Is rendering investment advice or selling or offering 1194
for sale securities through any associated per son not registered 1195
in compliance with the provisions of this chapter; 1196
(h) Has demonstrated unworthiness to transact the business 1197
of dealer, investment adviser, intermediary, or associated 1198
person; 1199
(i) Has exercised management or policy control over or 1200
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owned 10 percent or more of the securities of any dealer, 1201
intermediary, or investment adviser that has been declared 1202
bankrupt, or had a trustee appointed under the Securities 1203
Investor Protection Act; or is, in the case of a dealer, 1204
intermediary, or investme nt adviser, unable to pay its debts as 1205
they become due in the usual course of business insolvent; 1206
(i)(j) Has been convicted of, or has entered a plea of 1207
guilty or nolo contendere to, regardless of whether adjudication 1208
was withheld, a crime against the la ws of this state or any 1209
other state or of the United States or of any other country or 1210
government which relates to registration as a dealer, investment 1211
adviser, issuer of securities, intermediary, or associated 1212
person; which relates to the application for such registration; 1213
or which involves moral turpitude or fraudulent or dishonest 1214
dealing; 1215
(j)(k) Has had a final judgment entered against her or him 1216
in a civil action upon grounds of fraud, embezzlement, 1217
misrepresentation, or deceit; 1218
(l) Is of bad busin ess repute; 1219
(k)(m) Has been the subject of any decision, finding, 1220
injunction, suspension, prohibition, revocation, denial, 1221
judgment, or administrative order by any court of competent 1222
jurisdiction, administrative law judge, or by any state or 1223
federal agency, national securities, commodities, or option 1224
exchange, or national securities, commodities, or option 1225
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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
association, involving a violation of any federal or state 1226
securities or commodities law or any rule or regulation 1227
promulgated thereunder, or any rule or regulation of any 1228
national securities, commodities, or options exchange or 1229
national securities, commodities, or options association, or has 1230
been the subject of any injunction or adverse administrative 1231
order by a state or federal agency regulating bankin g, 1232
insurance, finance or small loan companies , real estate, 1233
mortgage brokers or lenders, money transmitters, or other 1234
related or similar industries. For purposes of this subsection, 1235
the office may not deny registration to any applicant who has 1236
been continuously registered with the office for 5 years after 1237
the date of entry of such decision, finding, injunction, 1238
suspension, prohibition, revocation, denial, judgment, or 1239
administrative order provided such decision, finding, 1240
injunction, suspension, prohibition, revocation, denial, 1241
judgment, or administrative order has been timely reported to 1242
the office pursuant to the commission's rules; or 1243
(l)(n) Made payment to the office for a registration with 1244
a check or electronic transmission of funds that is dishonored 1245
by the applicant's or registrant's financial institution ; 1246
(m) Failed to pay and fully satisfy any final judgment or 1247
arbitration award resulting from an investment -related, client- 1248
or customer-initiated arbitration or court proceeding, unless 1249
alternative payment arrangements are agreed to in writing 1250
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between the client or customer and the investment adviser, 1251
dealer, or associated person and the investment adviser, dealer, 1252
or associated person complies with the terms of the alternative 1253
payment arrangement; 1254
(n) Attempted to avoid payment of any final judgment or 1255
arbitration award resulting from an investment -related, client- 1256
or customer-initiated arbitration or court proceeding, unless 1257
alternative payment arrangements are agreed to in writing 1258
between the client or customer and the investment adviser, 1259
dealer, or associated person and the investment adviser, dealer, 1260
or associated person complies with the terms of the alternative 1261
payment arrangements; or 1262
(o) Failed to pay and fully satisfy any fine, civil 1263
penalty, order of restitution, order of disgorgement, or similar 1264
monetary payment obligation imposed upon the investment adviser, 1265
dealer, or associated person by the Securities and Exchange 1266
Commission, the securities regulator or other financial services 1267
regulator of any state or province, or any securities industry 1268
self-regulatory organization . 1269
(4) It shall be sufficient cause for denial of an 1270
application or revocation of registration, in the case of a 1271
partnership, corporation, limited liability company, or 1272
unincorporated association, if any member of the partnership , 1273
any manager or managing member of the limited liability company, 1274
or any officer, director, or ultimate equitable owner of the 1275
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corporation or association has committed any act or omission 1276
which would be cause for denying, revoking, restricting, or 1277
suspending the registration of an individual dealer, investment 1278
adviser, intermediary, or associated person. As used in this 1279
subsection, the term "ultimate equitable owner" means a natural 1280
person who directly or indirectly owns or controls an ownership 1281
interest in the corporation, partnership, association, or other 1282
legal entity however organized, regardless of whether such 1283
natural person owns or controls such ownership interest through 1284
one or more proxies, powers of attorney, nominees, corporations, 1285
associations, partnerships, trusts, joint stock companies, or 1286
other entities or devices, or any combination thereof. 1287
(5) The office may deny any request to terminate or 1288
withdraw any application or registration if the office believes 1289
that an act that which would be a ground for denial, suspension, 1290
restriction, or revocation under this chapter has been 1291
committed. 1292
Section 10. Section 517.181, Florida Statutes, is 1293
repealed. 1294
Section 11. Paragraph (a) of subsection (4) of section 1295
517.201, Florida Statutes, is amended to read: 1296
517.201 Investigations; examinations; subpoenas; hearings; 1297
witnesses.— 1298
(4)(a) In the event of substantial noncompliance with a 1299
subpoena or subpoena duces tecum issued or caused to be issued 1300
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by the office pursuant to this section, the office may petition 1301
the circuit court of the county in which the person subpoenaed 1302
resides or has its principal place of business for an order 1303
requiring the subpoenaed person to appear and testify and to 1304
produce such books, records, and documents as are specified in 1305
such subpoena duces tecum. The court may grant injunctive relief 1306
restraining the issuance, sale or offer for sale, purchase or 1307
offer to purchase, promotion, negotiation, advertisement, or 1308
distribution in or from offices in this state of securities or 1309
investments in or from this state by the noncompliant a person 1310
or its agent, employee, broker, partner, officer, director, 1311
manager, managing member, equity holder, or any person directly 1312
or indirectly controlling the noncompliant person stockholder 1313
thereof, and may grant such other relief, including, but not 1314
limited to, the restraint, by in junction or appointment of a 1315
receiver, of any transfer, pledge, assignment, or other 1316
disposition of such person's assets or any concealment, 1317
alteration, destruction, or other disposition of subpoenaed 1318
books, records, or documents, as the court deems approp riate, 1319
until such person has fully complied with such subpoena or 1320
subpoena duces tecum and the office has completed its 1321
investigation or examination. The office is entitled to the 1322
summary procedure provided in s. 51.011, and the court shall 1323
advance the cause on its calendar. Costs incurred by the office 1324
to obtain an order granting, in whole or in part, such petition 1325
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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
for enforcement of a subpoena or subpoena duces tecum shall be 1326
taxed against the subpoenaed person, and failure to comply with 1327
such order shall be a contempt of court. 1328
Section 12. Paragraph (d) of subsection (3) of section 1329
921.0022, Florida Statutes, is amended to read: 1330
921.0022 Criminal Punishment Code; offense severity 1331
ranking chart.— 1332
(3) OFFENSE SEVERITY RANKING CHART 1333
(d) LEVEL 4 1334
1335
Florida
Statute
Felony
Degree Description
1336
316.1935(3)(a) 2nd Driving at high speed or with
wanton disregard for safety
while fleeing or attempting to
elude law enforcement officer
who is in a patrol vehicle with
siren and lights activated.
1337
499.0051(1) 3rd Failure to maintain or deliver
transaction history,
transaction information, or
transaction statements.
1338
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499.0051(5) 2nd Knowing sale or delivery, or
possession with intent to sell,
contraband prescription drugs.
1339
517.07(1) 3rd Failure to register se curities.
1340
517.12(1) 3rd Failure of dealer or,
associated person of a dealer,
or issuer of securities to
register.
1341
784.07(2)(b) 3rd Battery of law enforcement
officer, firefighter, etc.
1342
784.074(1)(c) 3rd Battery of sexually violent
predators facility staff.
1343
784.075 3rd Battery on detention or
commitment facility staff.
1344
784.078 3rd Battery of facility employee by
throwing, tossing, or expelling
certain fluids or materials.
1345
784.08(2)(c) 3rd Battery on a person 65 years of
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age or older.
1346
784.081(3) 3rd Battery on specified official
or employee.
1347
784.082(3) 3rd Battery by detained person on
visitor or other detainee.
1348
784.083(3) 3rd Battery on code inspector.
1349
784.085 3rd Battery of child by throwing,
tossing, projecting, or
expelling certain fluids or
materials.
1350
787.03(1) 3rd Interference with custody;
wrongly takes minor from
appointed guardian.
1351
787.04(2) 3rd Take, entice, or remove child
beyond state limits with
criminal intent pending custody
proceedings.
1352
787.04(3) 3rd Carrying child beyond state
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lines with criminal intent to
avoid producing child at
custody hearing or delivering
to designated person.
1353
787.07 3rd Human smuggling.
1354
790.115(1) 3rd Exhibiting firearm or weapon
within 1,000 feet of a school.
1355
790.115(2)(b) 3rd Possessing electric weapon or
device, destructive device, or
other weapon on school
property.
1356
790.115(2)(c) 3rd Possessing firearm on school
property.
1357
794.051(1) 3rd Indecent, lewd, or lascivious
touching of certain minors.
1358
800.04(7)(c) 3rd Lewd or lascivious exhibition;
offender less than 18 years.
1359
806.135 2nd Destroying or demolishing a
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memorial or historic property.
1360
810.02(4)(a) 3rd Burglary, or attempted
burglary, of an unoccupied
structure; unarmed; no assault
or battery.
1361
810.02(4)(b) 3rd Burglary, or attempted
burglary, of an unoccupied
conveyance; unarmed; no assault
or battery.
1362
810.06 3rd Burglary; possession of tools.
1363
810.08(2)(c) 3rd Trespass on property, armed
with firearm or dangerous
weapon.
1364
812.014(2)(c)3. 3rd Grand theft, 3rd degree $10,000
or more but less than $20,000.
1365
812.014
(2)(c)4.-10.
3rd Grand theft, 3rd degree;
specified items.
1366
812.0195(2) 3rd Dealing in stolen property by
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use of the Internet; property
stolen $300 or more.
1367
817.505(4)(a) 3rd Patient brokering.
1368
817.563(1) 3rd Sell or deliver substance other
than controlled substance
agreed upon, excluding s.
893.03(5) drugs.
1369
817.568(2)(a) 3rd Fraudulent use of personal
identification information.
1370
817.625(2)(a) 3rd Fraudulent use of scann ing
device, skimming device, or
reencoder.
1371
817.625(2)(c) 3rd Possess, sell, or deliver
skimming device.
1372
828.125(1) 2nd Kill, maim, or cause great
bodily harm or permanent
breeding disability to any
registered horse or cattle.
1373
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836.14(2) 3rd Person who commits theft of a
sexually explicit image with
intent to promote it.
1374
836.14(3) 3rd Person who willfully possesses
a sexually explicit image with
certain knowledge, intent, and
purpose.
1375
837.02(1) 3rd Perjury in official
proceedings.
1376
837.021(1) 3rd Make contradictory statements
in official proceedings.
1377
838.022 3rd Official misconduct.
1378
839.13(2)(a) 3rd Falsifying records of an
individual in the care and
custody of a state agency.
1379
839.13(2)(c) 3rd Falsifying records of the
Department of Children and
Families.
1380
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843.021 3rd Possession of a concealed
handcuff key by a person in
custody.
1381
843.025 3rd Deprive law enforcement,
correctional, or correctional
probation officer of means of
protection or communication.
1382
843.15(1)(a) 3rd Failure to appear while on bail
for felony (bond estreature or
bond jumping).
1383
847.0135(5)(c) 3rd Lewd or lascivious exhibition
using computer; offender less
than 18 years.
1384
870.01(3) 2nd Aggravated rioting.
1385
870.01(5) 2nd Aggravated inciting a riot.
1386
874.05(1)(a) 3rd Encouraging or recruiting
another to join a criminal
gang.
1387
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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).
1388
914.14(2) 3rd Witnesses accepting bribes.
1389
914.22(1) 3rd Force, threaten, etc ., witness,
victim, or informant.
1390
914.23(2) 3rd Retaliation against a witness,
victim, or informant, no bodily
injury.
1391
916.1085
(2)(c)1.
3rd Introduction of specified
contraband into certain DCF
facilities.
1392
918.12 3rd Tampering with jurors.
1393
934.215 3rd Use of two-way communications
device to facilitate commission
of a crime.
1394
944.47(1)(a)6. 3rd Introduction of contraband
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(cellular telephone or other
portable communication device)
into correctional institution.
1395
951.22(1)(h),
(j) & (k)
3rd Intoxicating drug,
instrumentality or other device
to aid escape, or cellular
telephone or other portable
communication device introduced
into county detention facility.
1396
1397
1398
1399
Section 13. Section 517.1215, Florida Statutes, is amended 1400
to read: 1401
517.1215 Requirements, rules of conduct, and prohibited 1402
business practices for investment advisers advisors and their 1403
associated persons.— 1404
(1) The commission shall specify by rule requirements for 1405
investment advisers advisors deemed to have custody of clien t 1406
funds which concern the following: 1407
(a) Notification of custody of, maintenance of, and 1408
safeguards for client funds. 1409
(b) Communications with clients and independent 1410
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representatives. 1411
(c) Requirements for investment advisers who have custody 1412
of pooled investments. 1413
(d) Exceptions to the custody requirements. 1414
1415
In adopting the rules, the commission shall consider the rules 1416
and regulations of the federal regulatory authority and the 1417
North American Securities Administrators Association , Inc. 1418
(2) The commission shall by rule establish rules of 1419
conduct and prohibited business practices for investment 1420
advisers and their associated persons. In adopting the rules, 1421
the commission shall consider general industry standards as 1422
expressed in the rules and regulatio ns of the various federal 1423
and self-regulatory agencies and regulatory associations, 1424
including, but not limited to, the United States Securities and 1425
Exchange Commission, the Financial Industry Regulatory 1426
Authority, and the North American Securities Administ rators 1427
Association, Inc. 1428
Section 14. Subsections (18) and (22) of section 517.061, 1429
Florida Statutes, are amended to read: 1430
517.061 Exempt transactions. —Except as otherwise provided 1431
in s. 517.0611 for a transaction listed in subsection (21), the 1432
exemption for each transaction listed below is self -executing 1433
and does not require any filing with the office before claiming 1434
the exemption. Any person who claims entitlement to any of the 1435
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exemptions bears the burden of proving such entitlement in any 1436
proceeding brought under this chapter. The registration 1437
provisions of s. 517.07 do not apply to any of the following 1438
transactions; however, such transactions are subject to the 1439
provisions of ss. 517.301, 517.311, and 517.312: 1440
(18) The offer or sale of any security effected by or 1441
through a person in compliance with s. 517.12(16) s. 517.12(17). 1442
(22) The offer or sale of securities, solely in connection 1443
with the transfer of ownership of an eligible privately held 1444
company, through a merger and acquisition broker in a ccordance 1445
with s. 517.12(21) s. 517.12(22). 1446
Section 15. Paragraph (b) of subsection (4) and subsection 1447
(14) of section 517.0611, Florida Statutes, are amended to read: 1448
517.0611 Intrastate crowdfunding. — 1449
(4) An issuer must: 1450
(b) Conduct transaction s for the offering through a dealer 1451
registered with the office or an intermediary registered under 1452
s. 517.12(19) s. 517.12(20). 1453
(14) An intermediary not registered as a dealer under s. 1454
517.12(5) s. 517.12(6) may not: 1455
(a) Offer investment advice or reco mmendations. A refusal 1456
by an intermediary to post an offering that it deems not 1457
credible or that represents a potential for fraud may not be 1458
construed as an offer of investment advice or recommendation. 1459
(b) Solicit purchases, sales, or offers to buy secu rities 1460
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offered or displayed on its website. 1461
(c) Compensate employees, agents, or other persons for the 1462
solicitation of, or based on the sale of, securities offered or 1463
displayed on its website. 1464
(d) Hold, manage, possess, or otherwise handle investor 1465
funds or securities. 1466
(e) Compensate promoters, finders, or lead generators for 1467
providing the intermediary with the personal identifying 1468
information of any potential investor. 1469
(f) Engage in any other activities set forth by commission 1470
rule. 1471
Section 16. Subsection (1) of section 517.075, Florida 1472
Statutes, is amended to read: 1473
517.075 Cuba, prospectus disclosure of doing business 1474
with, required.— 1475
(1) Any issuer of securities that will be sold in this 1476
state pursuant to a prospectus must disclose in the prospectus 1477
if the issuer or any affiliate thereof , as defined in s. 1478
517.021(1), does business with the government of Cuba or with 1479
any person or affiliate located in Cuba. The prospectus 1480
disclosure required by this subsection does not apply with 1481
respect to prospectuses prepared before April 10, 1992. 1482
Section 17. Paragraph (a) of subsection (1) of section 1483
517.131, Florida Statutes, is amended to read: 1484
517.131 Securities Guaranty Fund. — 1485
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(1)(a) The Chief Financial Officer shall establish a 1486
Securities Guaranty Fund. An amount not exceeding 20 percent of 1487
all revenues received as assessment fees pursuant to s. 1488
517.12(9) and (10) s. 517.12(10) and (11) for dealers and 1489
investment advisers or s. 517.1201 for federal covered advisers 1490
and an amount not exceeding 10 percent of all revenues received 1491
as assessment fees pursuant to s. 517.12(9) and (10) s. 1492
517.12(10) and (11) for associated persons shall be part of the 1493
regular license fee and shall be transferred to or deposited in 1494
the Securities Guaranty Fund. 1495
Section 18. Subsection (1) of section 517.211, Florida 1496
Statutes, is amended to read: 1497
517.211 Remedies available in cases of unlawful sale. — 1498
(1) Every sale made in violation of either s. 517.07 or s. 1499
517.12(1), (3), (4), (8), (10), (12), (15), or (17) (4), (5), 1500
(9), (11), (13), (16), or (18) may be rescinded at the election 1501
of the purchaser, except a sale made in violation of the 1502
provisions of s. 517.1202(3) relating to a renewal of a branch 1503
office notification shall not be subject to this section, and a 1504
sale made in violation of the provisions of s. 517.12(12) s. 1505
517.12(13) relating to filing a change of address amendment 1506
shall not be subject to this section. Each person making the 1507
sale and every director, officer, partner, or agent of or for 1508
the seller, if the director, officer, partner, or agent has 1509
personally participated or aided in making the sale, is jointly 1510
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and severally liable to the purchaser in an action for 1511
rescission, if the purchaser still owns the security, or for 1512
damages, if the purchaser has sold the security. No purchaser 1513
otherwise entitled will have the benefit of this subsection who 1514
has refused or failed, within 30 days of receipt, to accept an 1515
offer made in writing by the seller, if the purchaser has not 1516
sold the security, to take back the security in question and to 1517
refund the full amount paid by the purchaser or, if the 1518
purchaser has sold the security, to pay the purchaser an amount 1519
equal to the difference between the amount paid for the security 1520
and the amount received by the purchas er on the sale of the 1521
security, together, in either case, with interest on the full 1522
amount paid for the security by the purchaser at the legal rate, 1523
pursuant to s. 55.03, for the period from the date of payment by 1524
the purchaser to the date of repayment, le ss the amount of any 1525
income received by the purchaser on the security. 1526
Section 19. Section 517.315, Florida Statutes, is amended 1527
to read: 1528
517.315 Fees.—All fees of any nature collected by the 1529
office pursuant to this chapter shall be disbursed as follows: 1530
(1) The office shall transfer the amount of fees required 1531
to be deposited into the Securities Guaranty Fund pursuant to s. 1532
517.131.; 1533
(2) After the transfer required in subsection (1), the 1534
office shall transfer the $50 assessment fee collected from each 1535
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associated person under s. 517.12(9) and (10) s. 517.12(10) and 1536
(11) and 30.44 percent of the $100 assessment fee paid by 1537
dealers and investment advisers advisors for each office in the 1538
state under s. 517.12(9) and (10) s. 517.12(10) and (11) to the 1539
Regulatory Trust Fund .; and 1540
(3) All remaining fees shall be deposited into the General 1541
Revenue Fund. 1542
Section 20. Subsection (5) of section 626.9911, Florida 1543
Statutes, is amended to read: 1544
626.9911 Definitions. —As used in this act, the term: 1545
(5) "Life expectancy provider" means a person who 1546
determines, or holds himself or herself out as determining, life 1547
expectancies or mortality ratings used to determine life 1548
expectancies: 1549
(a) On behalf of a viatical settlement provider, viatical 1550
settlement broker, life agent, or person engaged in the business 1551
of viatical settlements; 1552
(b) In connection with a viatical settlement investment as 1553
defined in s. 517.021 , pursuant to s. 517.021(24) ; or 1554
(c) On residents of this state in connection with a 1555
viatical settlement contract or viatical settlement investment. 1556
Section 21. Subsection (6) of section 744.351, Florida 1557
Statutes, is amended to read: 1558
744.351 Bond of guardian. — 1559
(6) When it is expedient in the judgment of any court 1560
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having jurisdiction of any guardianship property, because the 1561
size of the bond required of the guardian is burdensome, or for 1562
other cause, the court may order, in lieu of a bond or in 1563
addition to a lesser bond, that the guardian place all or part 1564
of the property of the ward in a des ignated financial 1565
institution under the same conditions and limitations as are 1566
contained in s. 69.031. A designated financial institution shall 1567
also include a dealer , as defined in s. 517.021 s. 517.021(6), 1568
if the dealer is a member of the Security Investm ent Protection 1569
Corporation and is doing business in the state. 1570
Section 22. Section 517.1205, Florida Statutes, is amended 1571
to read: 1572
517.1205 Registration of associated persons specific as to 1573
securities dealer, investment adviser, or federal covered 1574
adviser identified at time of registration approval. —Inasmuch as 1575
this chapter is intended to protect investors in securities 1576
offerings and other investment transactions regulated by that 1577
chapter, its provisions are to be construed to require full and 1578
fair disclosure of all, but only, those matters material to the 1579
investor's evaluation of the offering or other transaction. It 1580
should, furthermore, be construed to impose the standards 1581
provided by law on all those seeking to participate in the 1582
state's securities industry through registration as a securities 1583
dealer, investment adviser, or associated person. To this end, 1584
it is declared to be the intent of the Legislature that the 1585
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registration of associated persons required by law is specific 1586
to the securities dealer , investment adviser, or federal covered 1587
adviser identified at the time such registration is approved. 1588
Notwithstanding any interpretation of law to the contrary, the 1589
historical practice of the Department of Banking and Finance, 1590
reflected in its rules, that requires a new application for 1591
registration from a previously registered associated person when 1592
that person seeks to be associated with a new securities dealer 1593
or investment adviser is hereby ratified and approved as 1594
consistent with legislative intent. It is, finally, declared to 1595
be the intent of the Legislature that while approval of an 1596
application for registration of a securities dealer, investment 1597
adviser, or associated person requires a finding of compliance 1598
with the applicable registration provisions of this chapter and 1599
applicable rules the applicant's good repute and character , such 1600
finding is precluded by a determination that the applicant may 1601
be denied registration on grounds provided by law. 1602
Section 23. This act shall take effect October 1, 2023. 1603