This docum ent does not reflect the intent or official position of the bill sponsor or House of Representatives.
STORAGE NAME: h0253.IBS
DATE: 3/23/2023
HOUSE OF REPRESENTATIVES STAFF ANALYSIS
BILL #: CS/HB 253 Regulation of Securities
SPONSOR(S): Insurance & Banking Subcommittee, Barnaby
TIED BILLS: IDEN./SIM. BILLS:
REFERENCE ACTION ANALYST STAFF DIRECTOR or
BUDGET/POLICY CHIEF
1) Insurance & Banking Subcommittee 18 Y, 0 N, As CS Sellas Lloyd
2) State Administration & Technology
Appropriations Subcommittee
3) Commerce Committee
SUMMARY ANALYSIS
In Florida, the Securities and Investor Protection Act, ch. 517, F.S. (Act), regulates securities issued, offered,
and sold in the state of Florida. The Florida Office of Financial Regulation’s (OFR) Division of Securities
regulates and registers the offer and sale of securities in, to, or from Florida by firms, branch offices, and
individuals affiliated with these firms. The Act currently prohibits dealers, associated persons, and issuers from
offering or selling securities in this state unless registered with the OFR or specifically exempted. Additionally,
all securities in Florida must be registered with the OFR unless they meet one of the exemptions in ss. 517.051
or 517.061, F.S., or are federally covered (i.e., under the exclusive jurisdiction of the United States Securities
Exchange Commission (SEC)).
The bill eliminates the requirement for an issuer to register with OFR when selling securities. The bill also
eliminates the escrow agreement section of ch. 517, F.S. Additionally, the bill reduces the issuer filing fee for
security offerings below a certain monetary value, as determined by the SEC.
The bill creates a continuing education requirement, based on the North American Securities Administration
Association (NASAA) model rule, for associated persons of investment advisers and federal covered advisers.
Under this new section an associated person for an investment adviser is required to take twelve (12) credits of
continuing education annually. Six (6) of these credits must be on ethics and regulatory obligations while the
remaining six (6) credits must focus on knowledge and skills relating to financial products. Currently, 12 states
have adopted continuing education rules based on the NASAA model rule.
Various sections throughout ch. 517, F.S. have been updated to provide technical updates, clarity, and the
modernization of the language used within the Chapter. Definitions have been introduced and amended, in
part, to account for these changes. Limited liability companies have been expressly included throughout the
statute and have been provided parallel descriptions to corporations when relevant.
The bill has no impact on local governments, an insignificant negative impact on state government, and an
indeterminate fiscal impact on the private sector.
The bill provides an effective date of October 1, 2023. STORAGE NAME: h0253.IBS PAGE: 2
DATE: 3/23/2023
FULL ANALYSIS
I. SUBSTANTIVE ANALYSIS
A. EFFECT OF PROPOSED CHANGES:
Background
Federal Securities Regulation
The federal Securities Exchange Act of 1934 (1934 Act) requires registration of securities market
participants like broker-dealers and exchanges.
1
Generally, any person acting as “broker” or “dealer” as
defined in the 1934 Act must be registered with the United States Securities and Exchange
Commission (SEC) and join a self-regulatory organization (SRO), like the Financial Industry Regulatory
Authority (FINRA) or a national securities exchange. The 1934 Act broadly defines “broker” as “any
person engaged in the business of effecting transactions in securities for the account of others,” which
the SEC has interpreted to include involvement in any of the key aspects of a securities transaction,
including solicitation, negotiation, and execution.
2
A “dealer” is “any person engaged in the business of
buying and selling securities for such person’s own account through a broker or otherwise.
3
Certain entities in the securities industry are often referred to as “broker-dealers” because such entities
are considered “brokers” when executing trades on behalf of customers, but are “dealers” when
executing trades for their own account. In addition to being registered with the SEC, broker-dealers
must comply with state registration requirements.
State Securities Regulation
In addition to federal securities laws, “Blue Sky Laws” are state laws that protect the investing public
from fraudulent sales practices and activities.
4
In Florida, the Securities and Investor Protection Act, ch.
517, F.S. (Act), regulates securities issued, offered, and sold in the state of Florida. The Florida Office
of Financial Regulation’s (OFR) Division of Securities (Division) regulates and registers the offer and
sale of securities in, to, or from Florida by firms, branch offices, and individuals affiliated with these
firms in accordance with the Act and Rule Chapter 69W, Florida Administrative Code.
5
As of December 31, 2022, the Division had total registrants in the following areas:
Dealers: 2,421
Investment advisers: 8,096
Branch offices: 11,435
Associated Persons: 361,200
6
The Act prohibits dealers, associated persons, and issuers from offering or selling securities in this
state unless registered with OFR or specifically exempted.
7
Additionally, all securities in Florida must
be registered with OFR unless they meet one of the exemptions in ss. 517.051 or 517.061, F.S., or are
federally covered (i.e., under the exclusive jurisdiction of the SEC).
8
Failure to meet the precise
1
15 U.S.C. §§ 78c(a)(4) and 78o; U.S. Securities and Exchange Commission, Guide to Broker-Dealer Registration,
http://www.sec.gov/divisions/marketreg/bdguide.htm#II (last visited Mar. 19, 2023).
2
Id.
3
15 U.S.C. § 78c(a)(5).
4
U.S. SECURITIES & EXCHANGE COMMISSION, Blue Sky Laws, http://www.sec.gov/answers/bluesky.htm (last visited Mar. 19,
2023).
5
Pursuant to s. 20.121(3), F.S., the Financial Services Commission (the Governor and Cabinet) serves as the OFR’s
agency head for purposes of rulemaking and appoints the OFR’s Commissioner, who serves as the agency head for
purposes of final agency action for all areas within the OFR’s regulatory authority.
6
Office of Financial Regulation, Agency Analysis of 2023 House Bill 253, p. 2 (Mar. 1, 2023).
7
s. 517.12, F.S.
8
S. 517.07, F.S. If a security is registered with the SEC, s. 517.082, F.S., requires the broker or issuer to notify OFR that
the security is registered with the SEC. STORAGE NAME: h0253.IBS PAGE: 3
DATE: 3/23/2023
requirements of these exemptions can subject the issuer to civil, criminal, and administrative liability for
the sale of unregistered securities, which is a third-degree felony in Florida.
9
Civil remedies under the
Act include rescission and damages.
10
In addition, issuers must comply with disclosure requirements in
state and federal laws that provide potential investors with full and fair disclosures regarding the
securities.
The Act requires the following individuals or businesses to be registered with OFR under s. 517.12,
F.S., before selling or offering to sell any securities in or from offices in this state, or selling securities to
persons in this state from offices outside this state:
11
Dealers, which include:
12
o Any person, other than an associated person registered under ch. 517, F.S., who
engages as a broker or principal in the business of offering, buying, selling, or otherwise
dealing or trading in securities issued by another person.
o Any issuer who through persons directly compensated or controlled by the issuer
engages in the business of offering or selling securities which are issued (or proposed to
be issued) by the issuer.
Investment advisers, which include any person who receives compensation and engages in the
business of advising others as to the value of securities or as to the advisability of investments
in, purchasing of, or selling of securities, except a dealer whose performance of these services
is solely incidental to the conduct their business as a dealer and who receives no special
compensation for such services.
13
Investment advisors do not include a “federal covered
adviser.”
14
Associated persons, which include:
15
o With respect to a dealer or investment adviser, any of the following:
Any partner, officer, director, or branch manager of a dealer or investment
adviser or any person occupying a similar status or performing similar functions;
Any individual directly or indirectly controlling or controlled by such dealer or
investment adviser, other than an employee whose function is only clerical or
ministerial; or
Any individual, other than a dealer, employed, appointed, or authorized by a
dealer, investment adviser, or issuer to sell securities in any manner or act as an
investment adviser as defined in s. 517.021, F.S.
o With respect to a federal covered adviser, any person who is an investment adviser
representative and who has a place of business in this state.
Self-Regulatory Organizations
Formed as a result of a 2007 merger between the National Association of Securities Dealers and
certain operational arms of the New York Stock Exchange,
16
FINRA is the largest private self-regulatory
organization for all securities firms doing business in the United States.
17
In addition to operating the
largest securities arbitration forum in the United States, FINRA operates the Central Registration
Depository and the Investment Adviser Registration Depository, both which are central databases for
registration, reporting, and disclosure information for the securities industry.
18
9
S. 517.302(1), F.S.
10
S. 517.211(3-5), F.S.
11
S. 517.12(1), F.S.
12
S. 517.021(6)(a), F.S. The term “dealer”, as defined under Florida law, encompasses the definitions of “broker” and
“dealer” under federal law.
13
S. 517.021(14)(a), F.S.
14
S. 517.021(9), (14)(b)9., F.S. A federal covered adviser must be registered under federal law and must provide a
notice-filing to OFR. Ss. 517.021 and 517.1201, F.S.
15
S. 517.021(2), F.S.
16
FINRA, NASD and NYSE Member Regulation Combine to Form the Financial Industry Regulatory Authority,
https://www.finra.org/media-center/news-releases/2007/nasd-and-nyse-member-regulation-combine-form-financial-
industry (last visited Mar. 19, 2023).
17
FINRA, https://www.finra.org/#/ (last visited Mar. 19, 2023).
18
NASAA, CRD & IARD, https://www.nasaa.org/industry-resources/crd-iard/ (last visited Mar. 19, 2023). STORAGE NAME: h0253.IBS PAGE: 4
DATE: 3/23/2023
NASAA’s Model Rule on Investment Adviser Representative Continuing Education
The North American Securities Administrators Association (NASAA) is a voluntary, international,
association whose membership consists of 67 state, provincial, and territorial securities
administrators.
19
Formed in 1919, NASAA is the “oldest international organization devoted to investor
protection.”
20
NASAA advocates on behalf of state securities agencies in the United States that are
responsible for capital formation and investor protection.
21
NASAA also coordinates training and
education seminars for securities agency staff
22
and creates model rules for implementation amongst
its members.
23
On November 30, 2020, NASAA adopted a model rule for the implementation of continuing education
(CE) programs for investment adviser representatives (IARs).
24
Among other things, the model rule:
Requires IARs of both state-registered and federal covered investment advisers seeking
registration or renewal of IAR registration to complete 12 CE credits each year;
Provides IARs must complete six credits of regulatory and ethics content and six credits of
compliance and practice content;
Allows IARs to select courses that appeal to their interests and suit their business models, so
long as such courses meet the credit requirements and are approved content for the CE
program;
Permits IARs to satisfy either some or all of the model rule’s CE requirements through
completion of the IAR’s home state’s CE requirements and completion of CE courses required
to be completed by IARs who maintain certain professional designations and those required to
be completed for registration as an agent of a dealer, provided certain criteria are met; and
Provides course providers and course content must be approved by NASAA;
Requires an IAR who does not complete the CE requirement by the annual deadline to renew
as “CE inactive;”
Under the model rule, IARs are responsible for ensuring that completed CE credits are reported to
FINRA, NASAA’s vendor for program tracking. NASAA has implemented a course reporting fee of $3
per credit hour. Individual course costs will vary depending on the course and provider selected.
Currently, 12 NASAA member jurisdictions have adopted CE requirements similar to those proposed in
the rule, namely, Arkansas, Colorado, Kentucky, Maryland, Michigan, Mississippi, Oklahoma, Oregon,
South Carolina, Vermont, Washington, D.C., and Wisconsin.
25
Effect of the Bill
Definitions
The bill creates the following definitions:
“Accredited investor” has the same definition as that in SEC Rule 501, 17 C.F.R. s. 230.501,
which includes:
o Any bank, savings and loan associations, other institutions defined in section 3(a) of the
federal Securities Act of 1933 (1933 Act), brokers or dealers, investment advisers,
insurance companies, or investment companies;
19
NASAA, Welcome to NASAA, https://www.nasaa.org/about-us/ (last visited Mar. 19, 2023).
20
Id.
21
Id.
22
Id.
23
See NASAA, NASAA Model Rule on Investment Adviser Representative Continuing Education (Model Rule 2002-
411(h) or 1956-204(B)(6)-CE), https://www.nasaa.org/wp-content/uploads/2020/10/NASAA-IAR-CE-Model-Rule.pdf (last
visited, Mar. 19, 2023).
24
Id.
25
NASAA, https://www.nasaa.org/industry-resources/investment-advisers/investment-adviser-representative-continuing-
education/iar-ce-map/ (last visited, Mar. 19, 2023). STORAGE NAME: h0253.IBS PAGE: 5
DATE: 3/23/2023
o Any private business development company as defined in section 202(a)(22) of the
Investment Advisers Act of 1940;
o Any organization described in section 501(c)(3) of the Internal Revenue Code that is not
formed for the specific purpose of acquiring securities offered with total assets in excess
of $5,000,000;
o Any director, executive officer, or general partner of the issuer of the securities being
offered or sold, or any director, executive officer, or general partner of a general partner
of that issuer; or
o Any natural person whose individual net worth, or joint net worth with that person’s
spouse or spousal equivalent, exceeds $1,000,000 (subject to specific calculation
restrictions).
The bill amends the following definitions:
“Associated person” is now defined by a party’s relation to a dealer or to an investment adviser.
o With respect to a dealer, an associated person is a natural person who is employed,
appointed, or authorized by a dealer and who represents the dealer in effecting the
purchase or sale of a security.
The term does not include a dealer or a partner, officer, or director of a dealer
unless such person is specified in the group above. The term also does not
include a dealer’s employee whose function is only clerical or ministerial.
o With respect to an investment adviser, an associated person is an individual, including,
but not limited to, a partner, officer, director, or branch manager who is employed by or
associated with, or is subject to the supervision or control of an investment adviser
registered under this chapter, and such person:
Makes recommendations or otherwise gives investment advice regarding
securities;
Manages client accounts or portfolios;
Determines which recommendations or advice regarding securities should be
given;
Receives compensation to solicit, offer, or negotiate for the sale of investment
advisory services; or
Supervises employees who perform a function outlined above.
o With respect to an investment adviser, associated person does not include an
investment adviser or an employee whose function is only clerical or ministerial.
“Dealer” is defined as any person, other than an associated person of a dealer, that engages,
for all or part of the person’s time, directly or indirectly, as agent or principal in the business of
offering, buying, selling, or otherwise dealing or trading in securities issued by another person.
The term does not include the following:
o A licensed practicing attorney who renders or performs any services in connection with
the regular practice of the attorney’s profession.
o A bank authorized to do business in the state, except a nonbank subsidiary of a bank.
o A trust company having trust powers that it is authorized to exercise in this state, which
renders or performs services in a fiduciary capacity incidental to the exercise of its trust
powers.
o A wholesaler selling exclusively to dealers.
o A person buying and selling for the person’s own account exclusively through a
registered dealer or stock exchange.
o An issuer.
o A natural person representing an issuer in the purchase, sale, or distribution of the
issuer’s own securities if such person meets certain criteria.
“Guaranty” is amended to clarify that a “writing” means “an agreement in writing.”
“Intermediary” is amended to clarify that an intermediary facilitates an offer or sale of a security
of an issuer with a principal place of business in Florida through the intermediary’s website.
“Investment adviser” is amended to have a parallel structure to the new definition of “dealer.”
STORAGE NAME: h0253.IBS PAGE: 6
DATE: 3/23/2023
The bill also amends various definitions to include the use of gender-neutral terms, to provide inclusion
of any amendments to referenced federal securities law, and to specifically include references to limited
liability companies.
Viatical Settlements
The bill amends s. 517.072, F.S. to include provisions relating to viatical settlements for organizational
purposes that use to reside in s. 517.081, F.S. The provisions were not substantially changed.
Registration Procedure
The bill amends s. 517.081, F.S. to allow for all issuers meeting certain criteria, instead of just
corporations, to use simplified offering circular to register securities. The bill reduces the issuer filling
fee of $1,000 to $200 for offerings that are below the amount provided in s. 3(b) of the 1933 Act. The
bill also provides that the office shall deem an application to register a security abandoned if the issuer
has failed to complete a timely application, as specified by commission rule.
Registration by Notification; Federal Registration Statements
The bill provides that the office will consider an application for registration by notification abandoned if
the SEC has not declared effective the applicant’s federal registration statement within 180 days after
the applicant’s filing.
Revocation or Denial of Registration of Securities
The bill amends this section to include “investigations” in addition to “examinations” in various
provisions as these provisions are applicable to both examinations and investigations conducted by the
office.
The bill replaces the “demonstrated any evidence of unworthiness” standard for revocation or denial of
a securities registration with the “engaged in any action that would be grounds for revocation, denial, or
suspension under s. 517.161(1), F.S.” standard.
The bill removes the standard of “is in any other way dishonest.” The bill also removes the standard of
revoking or denying a registration based on an issuer failing to timely complete any application for
registration filed with the office. This provision is, instead, incorporated within ss. 517.081 and 517.082,
F.S.
The bill requires that the office must provide notice of the entry of an order suspending the rights to sell
securities to the issuer personally or by mail. This amendment eliminates the ability of the office to
provide such notice by telephone confirmed in writing or by telegraph.
Registration of Dealers, Associated Persons, Intermediaries, and Investment Advisers
The bill eliminates the requirement that issuers register with the office to sell securities. The bill also
clarifies which exempt transactions the registration requirement applies to as well as the meaning of
“securities business.”
The bill eliminates the requirement that the office finds the applicant to be of “good repute and
character.” Instead, the office is tasked with finding that the applicant complied with the “applicable
registration provisions.” The bill provides the office shall register the application “unless the applicant is
otherwise disqualified for registration pursuant to law.”
Continuing Education Requirements for Associated Persons of Investment Advisers and Federal
Covered Advisers
STORAGE NAME: h0253.IBS PAGE: 7
DATE: 3/23/2023
The bill creates s. 517.1214, F.S. which provides a continuing education requirement for the associated
persons of an investment adviser or a federally covered adviser. Starting in the year ending December
31, 2024, the associated person of an investment adviser or a federal covered investment adviser shall
complete continuing educational content offered by a person that NASAA or NASAA’s designee has
authorized to provide the continuing education content required. The continuing education requirement
follows an annual reporting period that starts on January 1 and ends on December 31. An associated
person’s initial reporting period commences the first day of the first full reporting period after the
individual is required to be registered with the state.
The continuing education requirement consists of a total of 12 hours of continuing education content
split into two broad categories:
Six credits of approved continuing education content that addresses ethical and regulatory
obligations, with at least 3 hours of the content covering the topic of ethics; and
Six credits of approved continuing educational content that addresses an associated person’s
skills and knowledge regarding financial products, investment features, and practices in the
investment advisory industry.
An associated person who is also a registered associated person of a FINRA member dealer and is in
compliance with FINRA’s continuing education requirements will be considered to be in compliance
with the continuing education requirements of this section provided that the FINRA continuing
education content is approved by NASAA.
Credits of continuing education completed by an associated person who currently holds a credential
that qualifies for an examination waiver by passing any test prescribed in s. 15(b)(7) of the Securities
Exchange Act of 1934 will be found to comply with the continuing education requirement upon meeting
certain conditions. This condition entails that the associated person completes the credits of continuing
education as a condition for maintaining the credential during the relevant reporting period; the credits
of continuing education completed were mandatory to maintain the credential; and the continuing
education content provided by the credentialing organization during the relevant reporting period is
approved by NASAA.
The bill provides that an associated person is responsible for ensuring that the provider of continuing
education content reports the associated person’s completion of the requirements. Additionally,
completed continuing education content that exceeds the requirements of this section cannot be carried
over into a following year.
An associated person that fails to comply with this section by the end of a reporting period must register
as “CE Inactive” and must complete the continuing education content requirements for the year they
failed to comply with the requirements and the current reporting year in order to register as an
associated person again. If the associated person renews as “CE Inactive” at the close of the calendar
year and fails to complete and report all required CE credits for all reporting periods required by the
close of the next calendar year, the associated person becomes unregistered.
An associated person required to be registered in Florida who is registered as an associated person in
the individual’s home state is considered to be in compliance with this section if the associated person’s
home state requires at least 12 hours of CE credit annually and such person is in compliance with the
home state’s CE requirements.
An associated person who was previously registered under s. 517.12, F.S. and became unregistered
must complete the continuing education requirements for all reporting periods that occurred between
the time that the associated person become unregistered and when the person became registered
again under s. 517.12, F.S. unless the associated person takes and passes the required examinations
or the examination requirements are waived in connection with the subsequent application for
registration.
Rules of Conduct and Prohibited Business Practices for Dealers, Dealers’ Associated Persons and
Intermediaries STORAGE NAME: h0253.IBS PAGE: 8
DATE: 3/23/2023
The bill amends this section to include intermediaries.
Revocation, Denial, or Suspension of Registration of Dealer, Investment Adviser, Intermediary, or
Associated Person
The bill amends this section to add failure to pay, or attempting to avoid paying, certain final judgments,
arbitration awards, fines, civil penalties, orders of restitution and disgorgement, or similar monetary
payment obligations as grounds for denying, suspending, or revoking a registration.
Escrow Agreement
The bill repeals s. 517.181, F.S. which allowed the office to require an escrow agreement for securities
that had been issued for certain intangible assets. The escrow agreement would require that the
security be delivered in escrow to the office or other depository satisfactory to the office. The security
would be released from escrow upon showing that the issuer is currently operating a sound business.
Criminal Punishment Code; Offense Severity Ranking Chart
The bill removes issuers from the listed parties that would face felony charges for violating s. 517.12(1),
F.S. as issuers are no longer required to register with the office.
Miscellaneous
The bill eliminates the bad business repute and the unworthiness standard from various sections of the
chapter. The bill also eliminates the use of the term “small loan companies” in various sections of the
chapter.
The bill amends various sections to:
Replace the term “insolvent” with “cannot pay its debts as they become due in the usual course
of business;”
Replace the term “advisors” with “advisers” and gendered language with gender-neutral
language;
Provide clarity by specifically including limited liabilities companies in the regulations throughout
ch. 517, F.S.; and
Update cross-references.
B. SECTION DIRECTORY:
Section 1: Amends s. 517.021, F.S., relating to definitions.
Section 2: Amends s. 517.072, F.S., relating to viatical settlement investment.
Section 3: Amends s. 517.081, F.S., relating to registration procedure.
Section 4: Amends s. 517.082, F.S., relating to registration by notification; federal registration
statements.
Section 5: Amends s. 517.111, F.S., relating to revocation or denial of registration of securities.
Section 6: Amends s. 517.12, F.S., relating to registration of dealers, associated persons,
intermediaries, and investment advisers.
Section 7: Creates s. 517.1214, F.S., relating to continuing education requirements for associated
persons of investment advisers and federal covered advisers.
STORAGE NAME: h0253.IBS PAGE: 9
DATE: 3/23/2023
Section 8: Amends s. 517.1217, F.S., relating to rules of conduct and prohibited business practices
for dealers and their associated persons and for intermediaries.
Section 9: Amends s. 517.161, F.S., relating to revocation, denial, or suspension of registration of
dealer, investment adviser, intermediary, or associated person.
Section 10: Repeals s. 517.181, F.S., relating to escrow agreement.
Section 11: Amends s. 517.201, F.S., relating to investigations; examinations; subpoenas; hearings;
witnesses.
Section 12: Amends s. 921.0022, F.S., relating to Criminal Punishment Code; offense severity
ranking chart.
Section 13: Amends s. 517.1215, F.S., relating to requirements, rules of conduct, and prohibited
business practices for investment advisers and their associated persons.
Section 14: Amends s. 517.061, F.S., relating to exempt transactions.
Section 15: Amends s. 517.0611, F.S., relating to intrastate crowdfunding.
Section 16: Amends s. 517.075, F.S., relating to Cuba, prospectus disclosure of doing business with,
required.
.
Section 17: Amends s. 517.131, F.S., relating to Securities Guaranty Fund.
Section 18: Amends s. 517.211, F.S., relating to remedies available in cases of unlawful sale.
Section 19: Amends s. 517.315, F.S., relating to fees.
Section 20: Amends s. 626.9911, F.S., relating to definitions.
Section 21: Amends s. 744.351, F.S., relating to bond of guardian.
Section 22: Amends s. 517.1205, F.S., relating to registration of associated persons specific as to
securities dealer, investment adviser, or federal covered adviser identified at time of
registration approval.
Section 23: Provides an effective date of October 1, 2023.
II. FISCAL ANALYSIS & ECONOMIC IMPACT STATEMENT
A. FISCAL IMPACT ON STATE GOVERNMENT:
1. Revenues:
The bill would have a negative, although insignificant, fiscal effect on state government as the bill
reduces the issuer fee for certain transactions.
2. Expenditures:
None.
STORAGE NAME: h0253.IBS PAGE: 10
DATE: 3/23/2023
B. FISCAL IMPACT ON LOCAL GOVERNMENTS:
1. Revenues:
None.
2. Expenditures:
None.
C. DIRECT ECONOMIC IMPACT ON PRIVATE SECTOR:
The bill has an indeterminate fiscal impact on the private sector. Specifically, the bill requires
associated persons of investment advisers and federal covered advisers to complete continuing
education requirements on an annual basis. Costs incurred by associated persons who are required to
comply with the requirement will vary. NASAA has implemented a course reporting fee of $3 per credit
hour. Therefore, an associated person will be required to pay a minimum of $36 per year in addition to
any training costs to meet the CE requirements. Training costs are indeterminable and will vary
depending on the selected continuing education course and provider, whether the associated person is
in compliance with FINRA CE requirements, and whether the associated person holds and maintains
certain professional designations.
26
D. FISCAL COMMENTS:
None.
III. COMMENTS
A. CONSTITUTIONAL ISSUES:
1. Applicability of Municipality/County Mandates Provision:
Not Applicable. This bill does not appear to affect county or municipal governments.
2. Other:
None.
B. RULE-MAKING AUTHORITY:
None.
C. DRAFTING ISSUES OR OTHER COMMENTS:
None.
IV. AMENDMENTS/COMMITTEE SUBSTITUTE CHANGES
On March 21, 2023, the Insurance & Banking Subcommittee considered a proposed committee substitute
for the bill, adopted one amendment, and reported the bill favorably as a committee substitute. The
proposed committee substitute made the following changes to the bill:
Changed bill title from “Securities Transactions” to “Regulation of Securities.”
Removed new terms introduced in the original bill including “Angel investor group”, “Business
accelerator”, “Business incubator”, “Target offering amount”, “Tier I dealer”, and “Tier II dealer.”
Eliminated proposed changes to exempt transactions and intrastate crowdfunding.
26
Florida Office of Financial Regulation, Agency Analysis of 2023 House Bill 253, p. 7 (Mar. 1, 2023). STORAGE NAME: h0253.IBS PAGE: 11
DATE: 3/23/2023
Deleted proposed preoffering communication safe harbors.
Reverted proposed use of “Tier I” and “Tier II dealer” to the current “dealer” language.
Eliminated proposed rules of conduct for a Tier II dealer.
Replaced various uses of the term “natural person” with “individual.”
Modified the home state reciprocity requirement of the associated person continuing education
provision to reflect the standards of the state of Florida.
Removed proposed changes to the definition of “control” to the statutory definition.
The bill analysis is drafted to the committee substitute as passed by the Insurance & Banking
Subcommittee.