| 51 | | - | federal criminal history record checks and make 26 |
|---|
| 52 | | - | specified determinat ions; authorizing the Financial 27 |
|---|
| 53 | | - | Services Commission to waive by rule certain 28 |
|---|
| 54 | | - | requirements and to consider certain rules and 29 |
|---|
| 55 | | - | regulations in waiving the requirements; revising the 30 |
|---|
| 56 | | - | written assurances requirements that merger and 31 |
|---|
| 57 | | - | acquisition brokers must recei ve from certain control 32 |
|---|
| 58 | | - | persons under specified circumstances; revising the 33 |
|---|
| 59 | | - | circumstances under which merger and acquisition 34 |
|---|
| 60 | | - | brokers are not exempt from specified securities 35 |
|---|
| 61 | | - | registration; amending s. 517.131, F.S.; defining the 36 |
|---|
| 62 | | - | term "restitution order"; re vising the circumstances 37 |
|---|
| 63 | | - | under which a person is eligible for payment from the 38 |
|---|
| 64 | | - | Securities Guaranty Fund; revising the requirements 39 |
|---|
| 65 | | - | for applications for payment from the fund; amending 40 |
|---|
| 66 | | - | s. 517.301, F.S.; specifying a prohibition against 41 |
|---|
| 67 | | - | certain misrepresenta tions in issuing and selling 42 |
|---|
| 68 | | - | securities; amending s. 517.34, F.S.; increasing the 43 |
|---|
| 69 | | - | maximum number of days that dealers and investment 44 |
|---|
| 70 | | - | advisers may extend the delay on certain disbursements 45 |
|---|
| 71 | | - | and transactions of funds and securities for the 46 |
|---|
| 72 | | - | protection of specified adults; amending ss. 517.211 47 |
|---|
| 73 | | - | and 517.315, F.S.; conforming cross -references; 48 |
|---|
| 74 | | - | providing an effective date. 49 |
|---|
| 75 | | - | 50 |
|---|
| 51 | + | receive from certain control persons under specified 26 |
|---|
| 52 | + | circumstances; revising the circumstances under which 27 |
|---|
| 53 | + | merger and acquisition brokers are not exempt from 28 |
|---|
| 54 | + | specified securities registration; amending s. 29 |
|---|
| 55 | + | 517.131, F.S.; providing a definition; revising the 30 |
|---|
| 56 | + | circumstances under which a person is eligible for 31 |
|---|
| 57 | + | payment from the Securities Guaranty Fund; revising 32 |
|---|
| 58 | + | the requirements for applications for payment from the 33 |
|---|
| 59 | + | fund; amending s. 517.301, F.S.; specifying a 34 |
|---|
| 60 | + | prohibition against certain misrepresentations in 35 |
|---|
| 61 | + | issuing and selling securities; amending ss. 517.211 36 |
|---|
| 62 | + | and 517.315, F.S.; conforming cross-references; 37 |
|---|
| 63 | + | providing an effective date. 38 |
|---|
| 64 | + | 39 |
|---|
| 65 | + | Be It Enacted by the Legislature of the State of Florida: 40 |
|---|
| 66 | + | 41 |
|---|
| 67 | + | Section 1. Subsections (6) through (9), (10), (11), (12), 42 |
|---|
| 68 | + | (13) through (17), (18), (19), (20) through (25), (26), and (27) 43 |
|---|
| 69 | + | of section 517.021, Florida Statutes, are renumbered as 44 |
|---|
| 70 | + | subsections (7) through (10), (12), (14), (15), (17) through 45 |
|---|
| 71 | + | (21), (25), (26), (28) through (33), (36), and (37), 46 |
|---|
| 72 | + | respectively, present subsections (11) and (15) are amended, and 47 |
|---|
| 73 | + | new subsections (6), (11), (13), (16), (22), (23), (24), (27), 48 |
|---|
| 74 | + | (34), and (35) are added to that section, to read: 49 |
|---|
| 75 | + | 517.021 Definitions. —When used in this chapter, unless the 50 |
|---|
| 88 | | - | Be It Enacted by the Legislature of the State of Florida: 51 |
|---|
| 89 | | - | 52 |
|---|
| 90 | | - | Section 1. Present subsections (6) through (9), (10), 53 |
|---|
| 91 | | - | (11), (12), (13) throug h (17), (18), (19), (20) through (25), 54 |
|---|
| 92 | | - | (26), and (27) of section 517.021, Florida Statutes, are 55 |
|---|
| 93 | | - | redesignated as subsections (7) through (10), (12), (14), (15), 56 |
|---|
| 94 | | - | (17) through (21), (25), (26), (28) through (33), (35), and 57 |
|---|
| 95 | | - | (36), respectively, new subsections (6), (11), (13), (16), (22), 58 |
|---|
| 96 | | - | (23), (24), and (27) and subsection (34) are added to that 59 |
|---|
| 97 | | - | section, and present subsections (11) and (15) of that section 60 |
|---|
| 98 | | - | are amended, to read: 61 |
|---|
| 99 | | - | 517.021 Definitions. —When used in this chapter, unless the 62 |
|---|
| 100 | | - | context otherwise indi cates, the following terms have the 63 |
|---|
| 101 | | - | following respective meanings: 64 |
|---|
| 102 | | - | (6) "Branch manager" means a natural person who 65 |
|---|
| 103 | | - | administers or supervises the affairs or operations of a branch 66 |
|---|
| 104 | | - | office. 67 |
|---|
| 105 | | - | (11) "Corporation" has the same meaning as the terms 68 |
|---|
| 106 | | - | "corporation," "domestic corporation," or "foreign corporation" 69 |
|---|
| 107 | | - | in s. 607.01401. 70 |
|---|
| 108 | | - | (13) "Director" means a person appointed or elected to sit 71 |
|---|
| 109 | | - | on a board that manages the affairs of a corporation or other 72 |
|---|
| 110 | | - | organization by electing or exercising control over its 73 |
|---|
| 111 | | - | officers. 74 |
|---|
| 112 | | - | (14)(11) "Federal covered adviser" means a person that is 75 |
|---|
| 88 | + | context otherwise indicates, the following terms have the 51 |
|---|
| 89 | + | following respective meanings: 52 |
|---|
| 90 | + | (6) "Branch manager" means a natural person who 53 |
|---|
| 91 | + | administers or supervises the affairs or operations of a branch 54 |
|---|
| 92 | + | office. 55 |
|---|
| 93 | + | (11) "Corporation" means a corporation, domestic 56 |
|---|
| 94 | + | corporation, foreign corporation, nonprofit corporation, or 57 |
|---|
| 95 | + | foreign nonprofit corporation, as those t erms are defined in s. 58 |
|---|
| 96 | + | 607.01401. 59 |
|---|
| 97 | + | (13) "Director" means a person appointed or elected to sit 60 |
|---|
| 98 | + | on a board that manages the affairs of a corporation or other 61 |
|---|
| 99 | + | organization by electing or exercising control over its 62 |
|---|
| 100 | + | officers. 63 |
|---|
| 101 | + | (14)(11) "Federal covered advis er" means a person that is 64 |
|---|
| 102 | + | registered or required to be registered under s. 203 of the 65 |
|---|
| 103 | + | Investment Advisers Act of 1940, as amended. The term does not 66 |
|---|
| 104 | + | include any person that is excluded from the definition of 67 |
|---|
| 105 | + | investment adviser under subparagraphs (20)(b)1.-7. (16)(b)1.-7. 68 |
|---|
| 106 | + | and 9. 69 |
|---|
| 107 | + | (16) "General partner" means a co -owner or manager of a 70 |
|---|
| 108 | + | partnership who has unlimited liability for the partnership's 71 |
|---|
| 109 | + | debts. The term includes a general partner as defined in s. 72 |
|---|
| 110 | + | 620.1102. 73 |
|---|
| 111 | + | (19)(15) "Intermediary" means a natural person that 74 |
|---|
| 112 | + | residing in this state or a corporation, trust, partnership, 75 |
|---|
| 125 | | - | registered or required to be registered under s. 203 of the 76 |
|---|
| 126 | | - | Investment Advisers Act of 1940, as amended. The term does not 77 |
|---|
| 127 | | - | include any person that is excluded from the definition of 78 |
|---|
| 128 | | - | investment adviser under subparagraphs (20)(b)1.-7. (16)(b)1.-7. 79 |
|---|
| 129 | | - | and 9. 80 |
|---|
| 130 | | - | (16) "General partner" has the same meaning as in s. 81 |
|---|
| 131 | | - | 620.1102. The term includes a co -owner or manager of a 82 |
|---|
| 132 | | - | partnership who has unlimited liability for the partnership's 83 |
|---|
| 133 | | - | debts. 84 |
|---|
| 134 | | - | (19)(15) "Intermediary" means a natural person that 85 |
|---|
| 135 | | - | residing in this state or a corporation, trust, partnership, 86 |
|---|
| 136 | | - | limited liability company, association, or other legal entity 87 |
|---|
| 137 | | - | registered with the Secretary of State to do business in this 88 |
|---|
| 138 | | - | state, which facilitates through i ts website the offer or sale 89 |
|---|
| 139 | | - | of securities of an issuer with a principal place of business in 90 |
|---|
| 140 | | - | this state. 91 |
|---|
| 141 | | - | (22) "Limited liability company" has the same meaning as 92 |
|---|
| 142 | | - | in s. 605.0102. The term includes a foreign limited liability 93 |
|---|
| 143 | | - | company as defined in s. 605. 0102. 94 |
|---|
| 144 | | - | (23) "Limited liability company manager" or "limited 95 |
|---|
| 145 | | - | liability managing member" means a person who is responsible 96 |
|---|
| 146 | | - | alone, or in concert with others, for performing the management 97 |
|---|
| 147 | | - | functions of a limited liability company. 98 |
|---|
| 148 | | - | (24) "Limited partner" has the same meaning as in s. 99 |
|---|
| 149 | | - | 620.1102. The term includes a co -owner of a partnership who has 100 |
|---|
| 125 | + | limited liability company, association, or other legal entity 76 |
|---|
| 126 | + | registered with the Secretary of State to do business in this 77 |
|---|
| 127 | + | state, which facilitates through its website the offer or sale 78 |
|---|
| 128 | + | of securities of an issuer with a principal place of business in 79 |
|---|
| 129 | + | this state. 80 |
|---|
| 130 | + | (22) "Limited liability company" means a limited liability 81 |
|---|
| 131 | + | company or foreign limited liability company, as those terms are 82 |
|---|
| 132 | + | defined in s. 605.0102. 83 |
|---|
| 133 | + | (23) "Limited liabilit y company manager" or "limited 84 |
|---|
| 134 | + | liability managing member" means a person that is responsible 85 |
|---|
| 135 | + | alone or in concert with others for performing the management 86 |
|---|
| 136 | + | functions of a limited liability company. 87 |
|---|
| 137 | + | (24) "Limited partner" means a co -owner of a partnership 88 |
|---|
| 138 | + | who has limited liability for the partnership's debts. The term 89 |
|---|
| 139 | + | includes a limited partner as defined in s. 620.1102. 90 |
|---|
| 140 | + | (27) "Partnership" means two or more persons carrying on 91 |
|---|
| 141 | + | as co-owners of a business. The term includes a limited 92 |
|---|
| 142 | + | partnership, limited li ability limited partnership, foreign 93 |
|---|
| 143 | + | limited partnership, or foreign limited liability limited 94 |
|---|
| 144 | + | partnership, as those terms are defined in s. 620.1102. 95 |
|---|
| 145 | + | (34) "Shareholder" means a person that owns at least one 96 |
|---|
| 146 | + | share of a corporation and whose ownership is reflected in the 97 |
|---|
| 147 | + | records of the corporation. 98 |
|---|
| 148 | + | (35) "Trust" has the same meaning as in s. 731.201. 99 |
|---|
| 149 | + | Section 2. Subsections (7) and (9), paragraph (f) of 100 |
|---|
| 162 | | - | limited liability for the partnership's debts. 101 |
|---|
| 163 | | - | (27) "Partnership" means two or more persons who are the 102 |
|---|
| 164 | | - | co-owners of a business, including those operating as a for eign 103 |
|---|
| 165 | | - | limited liability limited partnership, a foreign limited 104 |
|---|
| 166 | | - | partnership, a limited liability limited partnership, or a 105 |
|---|
| 167 | | - | limited partnership as those terms are defined in s. 620.1102. 106 |
|---|
| 168 | | - | (34) "Trust" has the same meaning as in s. 731.201. 107 |
|---|
| 169 | | - | Section 2. Subsections (7) and (9), paragraph (f) of 108 |
|---|
| 170 | | - | subsection (11), and subsections (18), (19), and (20) of section 109 |
|---|
| 171 | | - | 517.061, Florida Statutes, are amended to read: 110 |
|---|
| 172 | | - | 517.061 Exempt transactions. —Except as otherwise provided 111 |
|---|
| 173 | | - | in subsection (11), the exemptions provid ed herein from the 112 |
|---|
| 174 | | - | registration requirements of s. 517.07 are self -executing and do 113 |
|---|
| 175 | | - | not require any filing with the office before being claimed. Any 114 |
|---|
| 176 | | - | person who claims entitlement to an exemption under this section 115 |
|---|
| 177 | | - | bears the burden of proving such entitleme nt in any proceeding 116 |
|---|
| 178 | | - | brought under this chapter. The registration provisions of s. 117 |
|---|
| 179 | | - | 517.07 do not apply to any of the following transactions; 118 |
|---|
| 180 | | - | however, such transactions are subject to s. 517.301: 119 |
|---|
| 181 | | - | (7) The offer or sale of securities, solely in connection 120 |
|---|
| 182 | | - | with the transfer of ownership of an eligible privately held 121 |
|---|
| 183 | | - | company, through a merger and acquisition broker in accordance 122 |
|---|
| 184 | | - | with s. 517.12(22) s. 517.12(21). 123 |
|---|
| 185 | | - | (9) The offer or sale of securities to : 124 |
|---|
| 186 | | - | (a) A bank, trust company, savings institution, insuran ce 125 |
|---|
| 162 | + | subsection (11), and subsections (18), (19), and (20) of section 101 |
|---|
| 163 | + | 517.061, Florida Statutes, are amen ded to read: 102 |
|---|
| 164 | + | 517.061 Exempt transactions. —Except as otherwise provided 103 |
|---|
| 165 | + | in subsection (11), the exemptions provided herein from the 104 |
|---|
| 166 | + | registration requirements of s. 517.07 are self -executing and do 105 |
|---|
| 167 | + | not require any filing with the office before being claime d. Any 106 |
|---|
| 168 | + | person who claims entitlement to an exemption under this section 107 |
|---|
| 169 | + | bears the burden of proving such entitlement in any proceeding 108 |
|---|
| 170 | + | brought under this chapter. The registration provisions of s. 109 |
|---|
| 171 | + | 517.07 do not apply to any of the following transactions; 110 |
|---|
| 172 | + | however, such transactions are subject to s. 517.301: 111 |
|---|
| 173 | + | (7) The offer or sale of securities, solely in connection 112 |
|---|
| 174 | + | with the transfer of ownership of an eligible privately held 113 |
|---|
| 175 | + | company, through a merger and acquisition broker in accordance 114 |
|---|
| 176 | + | with s. 517.12(22) s. 517.12(21). 115 |
|---|
| 177 | + | (9) The offer or sale of securities to : 116 |
|---|
| 178 | + | (a) A bank, trust company, savings institution, insurance 117 |
|---|
| 179 | + | company, dealer, investment company as defined in the Investment 118 |
|---|
| 180 | + | Company Act of 1940, 15 U.S.C. s. 80a -3, as amended, pension or 119 |
|---|
| 181 | + | profit-sharing trust, or qualified institutional buyer, whether 120 |
|---|
| 182 | + | any of such entities is acting in its individual or fiduciary 121 |
|---|
| 183 | + | capacity. 122 |
|---|
| 184 | + | (b) A savings and loan association, building and loan 123 |
|---|
| 185 | + | association, cooperative bank, homestead association, or credit 124 |
|---|
| 186 | + | union, which is supervised and examined by a state or federal 125 |
|---|
| 199 | | - | company, dealer, investment company as defined in the Investment 126 |
|---|
| 200 | | - | Company Act of 1940, 15 U.S.C. s. 80a -3, as amended, pension or 127 |
|---|
| 201 | | - | profit-sharing trust, or qualified institutional buyer, whether 128 |
|---|
| 202 | | - | any of such entities is acting in its individual or fiduciar y 129 |
|---|
| 203 | | - | capacity. 130 |
|---|
| 204 | | - | (b) A savings and loan association, building and loan 131 |
|---|
| 205 | | - | association, cooperative bank, or credit union, which is 132 |
|---|
| 206 | | - | supervised and examined by a state or federal authority having 133 |
|---|
| 207 | | - | supervision over any such institution. 134 |
|---|
| 208 | | - | (c) A federal covered advis er, investment adviser 135 |
|---|
| 209 | | - | registered pursuant to the laws of a state, exempt reporting 136 |
|---|
| 210 | | - | adviser or private fund adviser as those terms are defined in s. 137 |
|---|
| 211 | | - | 517.12(23)(a)2. and 3., respectively, investment adviser relying 138 |
|---|
| 212 | | - | on the exemption from registering with the Securities and 139 |
|---|
| 213 | | - | Exchange Commission under s. 203(l) or (m) of the Investment 140 |
|---|
| 214 | | - | Advisers Act of 1940, as amended, business development company 141 |
|---|
| 215 | | - | as defined in s. 2(a)(48) of the Investment Company Act of 1940, 142 |
|---|
| 216 | | - | as amended, or business development company as defi ned in s. 143 |
|---|
| 217 | | - | 202(a)(22) of the Investment Advisers Act of 1940, as amended. 144 |
|---|
| 218 | | - | (d) A small business investment company licensed by the 145 |
|---|
| 219 | | - | Small Business Administration under s. 301(c) of the Small 146 |
|---|
| 220 | | - | Business Investment Act of 1958, as amended, or rural business 147 |
|---|
| 221 | | - | investment company as defined in s. 384A of the Consolidated 148 |
|---|
| 222 | | - | Farm and Rural Development Act. 149 |
|---|
| 223 | | - | (e) A plan established and maintained by a state, a 150 |
|---|
| 199 | + | authority having supervision over any such institution. 126 |
|---|
| 200 | + | (c) A federal covered adviser, investment adviser 127 |
|---|
| 201 | + | registered pursuant to the laws of a state, exempt reporting 128 |
|---|
| 202 | + | adviser or private fund adviser as those terms are defined in s. 129 |
|---|
| 203 | + | 517.12(23)(a)2. and 3., respectively, investment adviser relying 130 |
|---|
| 204 | + | on the exemption from registering with the Securities and 131 |
|---|
| 205 | + | Exchange Commission under s. 203(l) or (m) of the Investment 132 |
|---|
| 206 | + | Advisers Act of 1940, as amended, busines s development company 133 |
|---|
| 207 | + | as defined in s. 2(a)(48) of the Investment Company Act of 1940, 134 |
|---|
| 208 | + | as amended, or business development company as defined in s. 135 |
|---|
| 209 | + | 202(a)(22) of the Investment Advisers Act of 1940, as amended. 136 |
|---|
| 210 | + | (d) A small business investment company lic ensed by the 137 |
|---|
| 211 | + | Small Business Administration under s. 301(c) of the Small 138 |
|---|
| 212 | + | Business Investment Act of 1958, as amended, or rural business 139 |
|---|
| 213 | + | investment company as defined in s. 384A of the Consolidated 140 |
|---|
| 214 | + | Farm and Rural Development Act. 141 |
|---|
| 215 | + | (e) A plan established and maintained by a state, a 142 |
|---|
| 216 | + | political subdivision thereof, or any agency or instrumentality 143 |
|---|
| 217 | + | of a state or a political subdivision, for the benefit of its 144 |
|---|
| 218 | + | employees, if such plan has total assets in excess of $5 145 |
|---|
| 219 | + | million, an employee benefit plan within the me aning of the 146 |
|---|
| 220 | + | Employee Retirement Income Security Act of 1974 if the 147 |
|---|
| 221 | + | investment decision is made by a plan fiduciary, as described in 148 |
|---|
| 222 | + | s. 3(21) of such act, which is a bank, savings and loan 149 |
|---|
| 223 | + | association, insurance company, or federal covered adviser, or 150 |
|---|
| 236 | | - | political subdivision thereof, or any agency or instrumentality 151 |
|---|
| 237 | | - | of a state or a political subdivision, for the b enefit of its 152 |
|---|
| 238 | | - | employees, if such plan has total assets in excess of $5 153 |
|---|
| 239 | | - | million, an employee benefit plan within the meaning of the 154 |
|---|
| 240 | | - | Employee Retirement Income Security Act of 1974 if the 155 |
|---|
| 241 | | - | investment decision is made by a plan fiduciary, as described in 156 |
|---|
| 242 | | - | s. 3(21) of such act, which is a bank, savings and loan 157 |
|---|
| 243 | | - | association, insurance company, or federal covered adviser, or 158 |
|---|
| 244 | | - | if the employee benefit plan has total assets in excess of $5 159 |
|---|
| 245 | | - | million or, if a self -directed plan, with investment decisions 160 |
|---|
| 246 | | - | made solely by persons that are accredited investors. 161 |
|---|
| 247 | | - | (f) An organization described in s. 501(c)(3) of the 162 |
|---|
| 248 | | - | Internal Revenue Code, corporation, Massachusetts trust or 163 |
|---|
| 249 | | - | similar business trust, partnership, or limited liability 164 |
|---|
| 250 | | - | company, not formed for the specific purpose of acquiring the 165 |
|---|
| 251 | | - | securities offered, with total assets in excess of $5 million. 166 |
|---|
| 252 | | - | (g) A trust, with total assets in excess of $5 million, 167 |
|---|
| 253 | | - | not formed for the specific purpose of acquiring the securities 168 |
|---|
| 254 | | - | offered, whose purchase is directed by a sophisticated p erson as 169 |
|---|
| 255 | | - | described in Securities and Exchange Commission Rule 170 |
|---|
| 256 | | - | 506(b)(2)(ii), 17 C.F.R. s. 230.506(b)(2)(ii), as amended. 171 |
|---|
| 257 | | - | (h) An entity of a type not listed in paragraphs (a) -(g) 172 |
|---|
| 258 | | - | or paragraph (j) which owns investments as defined in Securities 173 |
|---|
| 259 | | - | and Exchange Commission Rule 2a51 -1(b), 17 C.F.R. s. 270.2a51 -174 |
|---|
| 260 | | - | 1(b), as amended, in excess of $5 million and is not formed for 175 |
|---|
| 236 | + | if the employee benefit plan has total assets in excess of $5 151 |
|---|
| 237 | + | million or, if a self -directed plan, with investment decisions 152 |
|---|
| 238 | + | made solely by persons that are accredited investors. 153 |
|---|
| 239 | + | (f) An organization described in s. 501(c)(3) of the 154 |
|---|
| 240 | + | Internal Revenue Code, cor poration, Massachusetts trust or 155 |
|---|
| 241 | + | similar business trust, partnership, or limited liability 156 |
|---|
| 242 | + | company, not formed for the specific purpose of acquiring the 157 |
|---|
| 243 | + | securities offered, with total assets in excess of $5 million. 158 |
|---|
| 244 | + | (g) A trust, with total assets in exce ss of $5 million, 159 |
|---|
| 245 | + | not formed for the specific purpose of acquiring the securities 160 |
|---|
| 246 | + | offered, whose purchase is directed by a sophisticated person as 161 |
|---|
| 247 | + | described in Securities and Exchange Commission Rule 162 |
|---|
| 248 | + | 506(b)(2)(ii), 17 C.F.R. s. 230.506(b)(2)(ii), as amende d. 163 |
|---|
| 249 | + | (h) An entity of a type not listed in paragraphs (a) -(g) 164 |
|---|
| 250 | + | or paragraph (j) which owns investments as defined in Securities 165 |
|---|
| 251 | + | and Exchange Commission Rule 2a51 -1(b), 17 C.F.R s. 270.2a51 -166 |
|---|
| 252 | + | 1(b), as amended, in excess of $5 million and is not formed for 167 |
|---|
| 253 | + | the specific purpose of acquiring the securities offered. 168 |
|---|
| 254 | + | (i) A family office as defined in Securities and Exchange 169 |
|---|
| 255 | + | Commission Rule 202(a)(11)(G) -1 under the Investment Advisers 170 |
|---|
| 256 | + | Act of 1940, 17 C.F.R. s. 275.202(a)(11)(G) -1, as amended, 171 |
|---|
| 257 | + | provided that: 172 |
|---|
| 258 | + | 1. The family office has assets under management in excess 173 |
|---|
| 259 | + | of $5 million; 174 |
|---|
| 260 | + | 2. The family office is not formed for the specific 175 |
|---|
| 273 | | - | the specific purpose of acquiring the securities offered. 176 |
|---|
| 274 | | - | (i) A family office as defined in Securities and Exchange 177 |
|---|
| 275 | | - | Commission Rule 202(a)( 11)(G)-1 under the Investment Advisers 178 |
|---|
| 276 | | - | Act of 1940, 17 C.F.R. s. 275.202(a)(11)(G) -1, as amended, 179 |
|---|
| 277 | | - | provided that: 180 |
|---|
| 278 | | - | 1. The family office has assets under management in excess 181 |
|---|
| 279 | | - | of $5 million; 182 |
|---|
| 280 | | - | 2. The family office is not formed for the specific 183 |
|---|
| 281 | | - | purpose of acquiring the securities offered; and 184 |
|---|
| 282 | | - | 3. The prospective investment of the family office is 185 |
|---|
| 283 | | - | directed by a person who has knowledge and experience in 186 |
|---|
| 284 | | - | financial and business matters that the family office is capable 187 |
|---|
| 285 | | - | of evaluating the merits and risks of the prospective 188 |
|---|
| 286 | | - | investment. 189 |
|---|
| 287 | | - | (j) An entity in which all of the equity owners are 190 |
|---|
| 288 | | - | described in paragraphs (a) -(i). 191 |
|---|
| 289 | | - | (11) Offers or sales of securities by an issuer in a 192 |
|---|
| 290 | | - | transaction that meets all of the following conditions: 193 |
|---|
| 291 | | - | (f) The issuer files with the of fice a notice of 194 |
|---|
| 292 | | - | transaction on a form prescribed by commission rule, an 195 |
|---|
| 293 | | - | irrevocable written, a consent to service of civil process in 196 |
|---|
| 294 | | - | accordance with s. 517.101 , and a copy of the general 197 |
|---|
| 295 | | - | announcement within 15 days after the first sale is made in this 198 |
|---|
| 296 | | - | state. The commission may adopt by rule procedures for filing 199 |
|---|
| 297 | | - | documents by electronic means. 200 |
|---|
| 273 | + | purpose of acquiring the securities offered; and 176 |
|---|
| 274 | + | 3. The prospective investment of the family office is 177 |
|---|
| 275 | + | directed by a person who has knowledge and experience in 178 |
|---|
| 276 | + | financial and business matters that the family office is capable 179 |
|---|
| 277 | + | of evaluating the merits and risks of the prospective 180 |
|---|
| 278 | + | investment. 181 |
|---|
| 279 | + | (j) An entity in which all of the equity owners are 182 |
|---|
| 280 | + | described in paragraphs (a) -(i). 183 |
|---|
| 281 | + | (11) Offers or sales of securities by an issuer in a 184 |
|---|
| 282 | + | transaction that meets all of the following conditions: 185 |
|---|
| 283 | + | (f) The issuer files with the office a notice of 186 |
|---|
| 284 | + | transaction on a form prescribed by commission rule, an 187 |
|---|
| 285 | + | irrevocable written, a consent to service of civil process 188 |
|---|
| 286 | + | similar to that provided in s. 517.101 , and a copy of the 189 |
|---|
| 287 | + | general announcement within 15 days after the first sale is made 190 |
|---|
| 288 | + | in this state. The commission may adopt by rule procedures for 191 |
|---|
| 289 | + | filing documents by electronic me ans. 192 |
|---|
| 290 | + | (18) Any nonissuer transaction by a registered dealer, and 193 |
|---|
| 291 | + | any resale transaction by a sponsor of a unit investment trust 194 |
|---|
| 292 | + | registered under the Investment Company Act of 1940, as amended, 195 |
|---|
| 293 | + | in a security of a class that has been outstanding in the hand s 196 |
|---|
| 294 | + | of the public for at least 90 days; provided that, at the time 197 |
|---|
| 295 | + | of the transaction, the following conditions in paragraphs (a), 198 |
|---|
| 296 | + | (b), and (c) and either paragraph (d) or paragraph (e) are met: 199 |
|---|
| 297 | + | (a) The issuer of the security is actually engaged in 200 |
|---|
| 310 | | - | (18) Any nonissuer transaction by a registered dealer, and 201 |
|---|
| 311 | | - | any resale transaction by a sponsor of a unit investment trust 202 |
|---|
| 312 | | - | registered under the Investment Company Act of 1940, as amended, 203 |
|---|
| 313 | | - | in a security of a class that has been outstanding in the hands 204 |
|---|
| 314 | | - | of the public for at least 90 days; provided that, at the time 205 |
|---|
| 315 | | - | of the transaction, the following conditions in paragraphs (a), 206 |
|---|
| 316 | | - | (b), and (c) and either paragraph (d) o r paragraph (e) are met: 207 |
|---|
| 317 | | - | (a) The issuer of the security is actually engaged in 208 |
|---|
| 318 | | - | business and is not in the organizational stage or in bankruptcy 209 |
|---|
| 319 | | - | or receivership and is not a blank check, blind pool, or shell 210 |
|---|
| 320 | | - | company whose primary plan of business is to en gage in a merger 211 |
|---|
| 321 | | - | or combination of the business with, or an acquisition of, an 212 |
|---|
| 322 | | - | unidentified person. 213 |
|---|
| 323 | | - | (b) The security is sold at a price reasonably related to 214 |
|---|
| 324 | | - | the current market price of the security. 215 |
|---|
| 325 | | - | (c) The security does not constitute the whole or pa rt of 216 |
|---|
| 326 | | - | an unsold allotment to, or a subscription or participation by, 217 |
|---|
| 327 | | - | the dealer as an underwriter of the security. 218 |
|---|
| 328 | | - | (d) The security is listed in a nationally recognized 219 |
|---|
| 329 | | - | securities manual designated by rule of the commission or a 220 |
|---|
| 330 | | - | document filed with and p ublicly viewable through the Securities 221 |
|---|
| 331 | | - | and Exchange Commission electronic data gathering and retrieval 222 |
|---|
| 332 | | - | system and contains: 223 |
|---|
| 333 | | - | 1. A description of the business and operations of the 224 |
|---|
| 334 | | - | issuer.; 225 |
|---|
| 310 | + | business and is not in the organizational stage or in bankruptcy 201 |
|---|
| 311 | + | or receivership and is not a blank check, blind pool, or shell 202 |
|---|
| 312 | + | company whose primary plan of business is to engage in a merger 203 |
|---|
| 313 | + | or combination of the business with, or an acquisition of, an 204 |
|---|
| 314 | + | unidentified person. 205 |
|---|
| 315 | + | (b) The security is sold at a price reasonably related to 206 |
|---|
| 316 | + | the current market price of the security. 207 |
|---|
| 317 | + | (c) The security does not constitute the whole or part of 208 |
|---|
| 318 | + | an unsold allotment to, or a subscription or participation by, 209 |
|---|
| 319 | + | the dealer as an underwriter of the security. 210 |
|---|
| 320 | + | (d) The security is listed in a nationally recognized 211 |
|---|
| 321 | + | securities manual designated by rule of the commission or a 212 |
|---|
| 322 | + | document filed with and publicly viewable through the Securities 213 |
|---|
| 323 | + | and Exchange Commission electronic data gatherin g and retrieval 214 |
|---|
| 324 | + | system and contains: 215 |
|---|
| 325 | + | 1. A description of the business and operations of the 216 |
|---|
| 326 | + | issuer.; 217 |
|---|
| 327 | + | 2. The names of the issuer's officers and directors, if 218 |
|---|
| 328 | + | any, or, in the case of an issuer not domiciled in the United 219 |
|---|
| 329 | + | States, the corporate equivalents of such persons in the 220 |
|---|
| 330 | + | issuer's country of domicile .; 221 |
|---|
| 331 | + | 3. An audited balance sheet of the issuer as of a date 222 |
|---|
| 332 | + | within 18 months before such transaction or, in the case of a 223 |
|---|
| 333 | + | reorganization or merger in which parties to the reorganization 224 |
|---|
| 334 | + | or merger had such audited balance sheet, a pro forma balance 225 |
|---|
| 347 | | - | 2. The names of the issuer's officers and directors, if 226 |
|---|
| 348 | | - | any, or, in the case of an issuer not domiciled in the United 227 |
|---|
| 349 | | - | States, the corporate equivalents of such persons in the 228 |
|---|
| 350 | | - | issuer's country of domicile .; 229 |
|---|
| 351 | | - | 3. An audited balance sheet of the issuer as of a date 230 |
|---|
| 352 | | - | within 18 months before such transaction or, in the case of a 231 |
|---|
| 353 | | - | reorganization or merger in which parties to the reorganization 232 |
|---|
| 354 | | - | or merger had such audited balance sheet, a pro forma balance 233 |
|---|
| 355 | | - | sheet.; and 234 |
|---|
| 356 | | - | 4. An audited income statement for each of the issuer's 235 |
|---|
| 357 | | - | immediately preceding 2 fiscal years, or for the perio d of 236 |
|---|
| 358 | | - | existence of the issuer, if in existence for less than 2 years 237 |
|---|
| 359 | | - | or, in the case of a reorganization or merger in which the 238 |
|---|
| 360 | | - | parties to the reorganization or merger had such audited income 239 |
|---|
| 361 | | - | statement, a pro forma income statement. 240 |
|---|
| 362 | | - | (e)1. The issuer of the security has a class of equity 241 |
|---|
| 363 | | - | securities listed on a national securities exchange registered 242 |
|---|
| 364 | | - | under the Securities Exchange Act of 1934, as amended; 243 |
|---|
| 365 | | - | 2. The class of security is quoted, offered, purchased, or 244 |
|---|
| 366 | | - | sold through an alternative trading system registered under 245 |
|---|
| 367 | | - | Securities and Exchange Commission Regulation ATS, 17 C.F.R. s. 246 |
|---|
| 368 | | - | 242.301, as amended, and the issuer of the security has made 247 |
|---|
| 369 | | - | current information publicly available in accordance with 248 |
|---|
| 370 | | - | Securities and Exchange Commission Rule 15c2 -11, 17 C.F.R. s. 249 |
|---|
| 371 | | - | 240.15c2-11, as amended; 250 |
|---|
| 347 | + | sheet.; and 226 |
|---|
| 348 | + | 4. An audited income statement for each of the issuer's 227 |
|---|
| 349 | + | immediately preceding 2 fiscal years, or for the period of 228 |
|---|
| 350 | + | existence of the issuer, if in existence for less than 2 years 229 |
|---|
| 351 | + | or, in the case of a reorganization or merger in which the 230 |
|---|
| 352 | + | parties to the reorganization or merger had such audited income 231 |
|---|
| 353 | + | statement, a pro forma income statement. 232 |
|---|
| 354 | + | (e)1. The issuer of the security has a class of equity 233 |
|---|
| 355 | + | securities listed on a national securities exchange reg istered 234 |
|---|
| 356 | + | under the Securities Exchange Act of 1934, as amended; 235 |
|---|
| 357 | + | 2. The class of security is quoted, offered, purchased, or 236 |
|---|
| 358 | + | sold through an alternative trading system registered under 237 |
|---|
| 359 | + | Securities and Exchange Commission Regulation ATS, 17 C.F.R. s. 238 |
|---|
| 360 | + | 242.301, as amended, and the issuer of the security has made 239 |
|---|
| 361 | + | current information publicly available in accordance with 240 |
|---|
| 362 | + | Securities and Exchange Commission Rule 15c2 -11, 17 C.F.R. s. 241 |
|---|
| 363 | + | 240.15c2-11, as amended; 242 |
|---|
| 364 | + | 3. The issuer of the security is a unit investment trust 243 |
|---|
| 365 | + | registered under the Investment Company Act of 1940, as amended; 244 |
|---|
| 366 | + | 4. The issuer of the security has been engaged in 245 |
|---|
| 367 | + | continuous business, including predecessors, for at least 3 246 |
|---|
| 368 | + | years; or 247 |
|---|
| 369 | + | 5. The issuer of the security has total assets of at least 248 |
|---|
| 370 | + | $2 million based on an audited balance sheet as of a date within 249 |
|---|
| 371 | + | 18 months before such transaction or, in the case of a 250 |
|---|
| 384 | | - | 3. The issuer of the security is a unit investment trust 251 |
|---|
| 385 | | - | registered under the Investment Company Act of 1940, as amended; 252 |
|---|
| 386 | | - | 4. The issuer of the security has been engaged in 253 |
|---|
| 387 | | - | continuous business, including predecessors, for at least 3 254 |
|---|
| 388 | | - | years; or 255 |
|---|
| 389 | | - | 5. The issuer of the security has total assets of at least 256 |
|---|
| 390 | | - | $2 million based on an audited balance sheet as of a date within 257 |
|---|
| 391 | | - | 18 months before such transaction or, in the case of a 258 |
|---|
| 392 | | - | reorganization or merger in which parties to the reor ganization 259 |
|---|
| 393 | | - | or merger had such audited balance sheet, a pro forma balance 260 |
|---|
| 394 | | - | sheet. 261 |
|---|
| 395 | | - | (19) The offer or sale of any security effected by or 262 |
|---|
| 396 | | - | through a person in compliance with s. 517.12(17) s. 517.12(16). 263 |
|---|
| 397 | | - | (20)(a) A nonissuer transaction in an outstanding sec urity 264 |
|---|
| 398 | | - | by or through a dealer registered or exempt from registration 265 |
|---|
| 399 | | - | under this chapter, if , at the time of the transaction, all of 266 |
|---|
| 400 | | - | the following conditions are met true: 267 |
|---|
| 401 | | - | 1.(a) The issuer is a reporting issuer in a foreign 268 |
|---|
| 402 | | - | jurisdiction designated by this subsection or by commission 269 |
|---|
| 403 | | - | rule, and the issuer has been subject to continuous reporting 270 |
|---|
| 404 | | - | requirements in such foreign jurisdiction for not less than 180 271 |
|---|
| 405 | | - | days before the transaction. 272 |
|---|
| 406 | | - | 2.(b) The security is listed on a foreign securities 273 |
|---|
| 407 | | - | exchange or foreign securities market the securities exchange 274 |
|---|
| 408 | | - | designated by this subsection or by commission rule, is a 275 |
|---|
| 384 | + | reorganization or merger in which parties to the reorganization 251 |
|---|
| 385 | + | or merger had such audited balance sheet, a pro forma balance 252 |
|---|
| 386 | + | sheet. 253 |
|---|
| 387 | + | (19) The offer or sale of any security effected by or 254 |
|---|
| 388 | + | through a person in compliance with s. 517.12(17) s. 517.12(16). 255 |
|---|
| 389 | + | (20)(a) A nonissuer transaction in an outstanding security 256 |
|---|
| 390 | + | by or through a dealer registered or exempt from registration 257 |
|---|
| 391 | + | under this chapter, if , at the time of the transaction, all of 258 |
|---|
| 392 | + | the following conditions are met true: 259 |
|---|
| 393 | + | 1.(a) The issuer is a reporting issuer in a foreign 260 |
|---|
| 394 | + | jurisdiction designated by this subsection or by commission 261 |
|---|
| 395 | + | rule, and the issuer has been subject to continuous reporting 262 |
|---|
| 396 | + | requirements in such foreign jurisdiction for not less than 180 263 |
|---|
| 397 | + | days before the transaction. 264 |
|---|
| 398 | + | 2.(b) The security is listed on a foreign securities 265 |
|---|
| 399 | + | exchange or foreign securities market the securities exchange 266 |
|---|
| 400 | + | designated by this subsection or by commission rule, is a 267 |
|---|
| 401 | + | security of the same issuer which is of senior or substantially 268 |
|---|
| 402 | + | equal rank to the listed security, or is a warrant or right to 269 |
|---|
| 403 | + | purchase or subscribe to any such security. 270 |
|---|
| 404 | + | (b) The commission shall consider all of the following in 271 |
|---|
| 405 | + | designating a foreign securities exchange or foreign securities 272 |
|---|
| 406 | + | market for purposes of this subsection: 273 |
|---|
| 407 | + | 1. Organization under foreign law. 274 |
|---|
| 408 | + | 2. Association with a generally recognized community of 275 |
|---|
| 421 | | - | security of the same issuer which is of senior or substantially 276 |
|---|
| 422 | | - | equal rank to the listed security, or is a warrant or right to 277 |
|---|
| 423 | | - | purchase or subscribe to an y such security. 278 |
|---|
| 424 | | - | (b) The commission shall consider all of the following in 279 |
|---|
| 425 | | - | designating a foreign securities exchange or foreign securities 280 |
|---|
| 426 | | - | market for purposes of this subsection: 281 |
|---|
| 427 | | - | 1. Organization under foreign law. 282 |
|---|
| 428 | | - | 2. Association with a community of d ealers, financial 283 |
|---|
| 429 | | - | institutions, or other professional intermediaries with an 284 |
|---|
| 430 | | - | established operating history. 285 |
|---|
| 431 | | - | 3. Oversight by a governmental or self -regulatory body. 286 |
|---|
| 432 | | - | 4. Oversight standards set by general law. 287 |
|---|
| 433 | | - | 5. Reporting of securities transactions on a regular basis 288 |
|---|
| 434 | | - | to a governmental or self -regulatory body. 289 |
|---|
| 435 | | - | 6. A system for exchange of price quotations through 290 |
|---|
| 436 | | - | common communications media. 291 |
|---|
| 437 | | - | 7. An organized clearance and settlement system. 292 |
|---|
| 438 | | - | 8. Listing in Securities and Exchange Commission 293 |
|---|
| 439 | | - | Regulation S Rule 902, 17 C.F.R. s. 230.902, as amended. 294 |
|---|
| 440 | | - | 295 |
|---|
| 441 | | - | For purposes of this subsection, Canada, together with its 296 |
|---|
| 442 | | - | provinces and territories, is designated as a foreign 297 |
|---|
| 443 | | - | jurisdiction, and Toronto Stock Exchange, Inc., is designated as 298 |
|---|
| 444 | | - | a securities exchange. If, after an administrative hearing in 299 |
|---|
| 445 | | - | compliance with ss. 120.569 and 120.57, the office finds that 300 |
|---|
| 421 | + | dealers, financial institutions, or other professional 276 |
|---|
| 422 | + | intermediaries with an established operating history. 277 |
|---|
| 423 | + | 3. Oversight by a governmental or self -regulatory body. 278 |
|---|
| 424 | + | 4. Oversight standards set by general law. 279 |
|---|
| 425 | + | 5. Reporting of securities transactions on a regular basis 280 |
|---|
| 426 | + | to a governmental or self -regulatory body. 281 |
|---|
| 427 | + | 6. A system for exchange of price quotations through 282 |
|---|
| 428 | + | common communications media. 283 |
|---|
| 429 | + | 7. An organized clearance and settlement system. 284 |
|---|
| 430 | + | 8. Listing in Securities and Exchange Commission 285 |
|---|
| 431 | + | Regulation S Rule 902, 17 C.F.R. s. 230.902, as amended. 286 |
|---|
| 432 | + | 287 |
|---|
| 433 | + | For purposes of this s ubsection, Canada, together with its 288 |
|---|
| 434 | + | provinces and territories, is designated as a foreign 289 |
|---|
| 435 | + | jurisdiction, and Toronto Stock Exchange, Inc., is designated as 290 |
|---|
| 436 | + | a securities exchange. If, after an administrative hearing in 291 |
|---|
| 437 | + | compliance with ss. 120.569 and 120.57 , the office finds that 292 |
|---|
| 438 | + | revocation is necessary or appropriate in furtherance of the 293 |
|---|
| 439 | + | public interest and for the protection of investors, it may 294 |
|---|
| 440 | + | revoke the designation of a foreign securities exchange or 295 |
|---|
| 441 | + | foreign securities market under this subsection . 296 |
|---|
| 442 | + | Section 3. Subsection (10) of section 517.0612, Florida 297 |
|---|
| 443 | + | Statutes, is amended to read: 298 |
|---|
| 444 | + | 517.0612 Florida Invest Local Exemption. — 299 |
|---|
| 445 | + | (10) The issuer must file with the office a notice of 300 |
|---|
| 458 | | - | revocation is necessary or appropriate in furtherance of the 301 |
|---|
| 459 | | - | public interest and for the protection of investors, it may 302 |
|---|
| 460 | | - | revoke the designation of a foreign securities exchange or 303 |
|---|
| 461 | | - | foreign securities market under this subsection . 304 |
|---|
| 462 | | - | Section 3. Subsection (10) of section 517.0612, Florida 305 |
|---|
| 463 | | - | Statutes, is amended to read: 306 |
|---|
| 464 | | - | 517.0612 Florida Invest Local Exemption. — 307 |
|---|
| 465 | | - | (10) The issuer must file with the office a notice of 308 |
|---|
| 466 | | - | transaction on a form prescribed by commission rule, an 309 |
|---|
| 467 | | - | irrevocable written consent to service of civil process in 310 |
|---|
| 468 | | - | accordance with s. 517.101, and a copy of the disclosure 311 |
|---|
| 469 | | - | statement described in subsection (8) at least the offering with 312 |
|---|
| 470 | | - | the office, in writing or in electronic form, in a format 313 |
|---|
| 471 | | - | prescribed by commission rule, no less than 5 business days 314 |
|---|
| 472 | | - | before the offering commences , along with the disclosure 315 |
|---|
| 473 | | - | statement described in subsection (8) . If there are any material 316 |
|---|
| 474 | | - | changes to the information previous ly submitted, the issuer 317 |
|---|
| 475 | | - | must, within 3 business days after such material change, file an 318 |
|---|
| 476 | | - | amended notice. 319 |
|---|
| 477 | | - | Section 4. Paragraph (b) of subsection (2) of section 320 |
|---|
| 478 | | - | 517.0614, Florida Statutes, is amended to read: 321 |
|---|
| 479 | | - | 517.0614 Integration of offerings. — 322 |
|---|
| 480 | | - | (2) The integration analysis required by subsection (1) is 323 |
|---|
| 481 | | - | not required if any of the following nonexclusive safe harbors 324 |
|---|
| 482 | | - | apply: 325 |
|---|
| 458 | + | transaction on a form prescribed by commission rule, an 301 |
|---|
| 459 | + | irrevocable written consent to service of civil process similar 302 |
|---|
| 460 | + | to that provided in s. 517.101, and a copy of the disclosure 303 |
|---|
| 461 | + | statement described in subsection (8) at least the offering with 304 |
|---|
| 462 | + | the office, in writing or in electronic form, in a format 305 |
|---|
| 463 | + | prescribed by commiss ion rule, no less than 5 business days 306 |
|---|
| 464 | + | before the offering commences , along with the disclosure 307 |
|---|
| 465 | + | statement described in subsection (8) . If there are any material 308 |
|---|
| 466 | + | changes to the information previously submitted, the issuer 309 |
|---|
| 467 | + | must, within 3 business days after such material change, file an 310 |
|---|
| 468 | + | amended notice. 311 |
|---|
| 469 | + | Section 4. Paragraph (b) of subsection (2) of section 312 |
|---|
| 470 | + | 517.0614, Florida Statutes, is amended to read: 313 |
|---|
| 471 | + | 517.0614 Integration of offerings. — 314 |
|---|
| 472 | + | (2) The integration analysis required by subsection (1) is 315 |
|---|
| 473 | + | not required if any of the following nonexclusive safe harbors 316 |
|---|
| 474 | + | apply: 317 |
|---|
| 475 | + | (b) Offers and sales made in compliance with any of the 318 |
|---|
| 476 | + | following provisions are not subject to integration with other 319 |
|---|
| 477 | + | offerings: 320 |
|---|
| 478 | + | 1. Section 517.051 or s. 517.061, except s. 517.061(10) or 321 |
|---|
| 479 | + | (11) s. 517.061(9), (10), or (11) . 322 |
|---|
| 480 | + | 2. Section 517.0611 or s. 517.0612. 323 |
|---|
| 481 | + | Section 5. Section 517.0616, Florida Statutes, is amended 324 |
|---|
| 482 | + | to read: 325 |
|---|
| 495 | | - | (b) Offers and sales made in compliance with any of the 326 |
|---|
| 496 | | - | following provisions are not subject to integration with other 327 |
|---|
| 497 | | - | offerings: 328 |
|---|
| 498 | | - | 1. Section 517.051 or s. 517.061, except s. 517.061(10) or 329 |
|---|
| 499 | | - | (11) s. 517.061(9), (10), or (11) . 330 |
|---|
| 500 | | - | 2. Section 517.0611 or s. 517.0612. 331 |
|---|
| 501 | | - | Section 5. Section 517.0616, Florida Statutes, is amended 332 |
|---|
| 502 | | - | to read: 333 |
|---|
| 503 | | - | 517.0616 Disqualification. — 334 |
|---|
| 504 | | - | (1) A registration exemption under s. 517.061(11) s. 335 |
|---|
| 505 | | - | 517.061(9), (10), and (11) , s. 517.0611, or s. 517.0612 is not 336 |
|---|
| 506 | | - | available to an issuer if, at the time the issuer makes an offer 337 |
|---|
| 507 | | - | for the sale of a security, the issuer; a predecessor of the 338 |
|---|
| 508 | | - | issuer; an affiliated issuer; a director, executive officer, or 339 |
|---|
| 509 | | - | other officer of the issuer participating in the offering; a 340 |
|---|
| 510 | | - | general partner or managing member of the issuer; a beneficial 341 |
|---|
| 511 | | - | owner of 20 percent or more of the issuer's outstanding voting 342 |
|---|
| 512 | | - | equity securities, ca lculated on the basis of voting power; or a 343 |
|---|
| 513 | | - | promoter connected with the issuer in any capacity at the time 344 |
|---|
| 514 | | - | of such sale that would be disqualified under Securities and 345 |
|---|
| 515 | | - | Exchange Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as 346 |
|---|
| 516 | | - | amended, at the time the is suer makes an offer for the sale of a 347 |
|---|
| 517 | | - | security. 348 |
|---|
| 518 | | - | (2) The disqualification under Securities and Exchange 349 |
|---|
| 519 | | - | Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as amended, 350 |
|---|
| 495 | + | 517.0616 Disqualification. — 326 |
|---|
| 496 | + | (1) A registration exemption under s. 517.061(11) s. 327 |
|---|
| 497 | + | 517.061(9), (10), and (11), s. 517.0611, or s. 517.0612 is not 328 |
|---|
| 498 | + | available to an issuer if, at the time the issuer makes an offer 329 |
|---|
| 499 | + | for the sale of a security, the issuer; a predecessor of the 330 |
|---|
| 500 | + | issuer; an affiliated issuer; a director, executive officer, or 331 |
|---|
| 501 | + | other officer of the issu er participating in the offering; a 332 |
|---|
| 502 | + | general partner or managing member of the issuer; a beneficial 333 |
|---|
| 503 | + | owner of 20 percent or more of the issuer's outstanding voting 334 |
|---|
| 504 | + | equity securities, calculated on the basis of voting power; or a 335 |
|---|
| 505 | + | promoter connected with the i ssuer in any capacity at the time 336 |
|---|
| 506 | + | of such sale that would be disqualified under Securities and 337 |
|---|
| 507 | + | Exchange Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as 338 |
|---|
| 508 | + | amended, at the time the issuer makes an offer for the sale of a 339 |
|---|
| 509 | + | security. 340 |
|---|
| 510 | + | (2) The disqualificati on under Securities and Exchange 341 |
|---|
| 511 | + | Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as amended, 342 |
|---|
| 512 | + | does not apply to any other person or entity listed in such 343 |
|---|
| 513 | + | rule. 344 |
|---|
| 514 | + | Section 6. Subsection (2) of section 517.075, Florida 345 |
|---|
| 515 | + | Statutes, is amended to read: 346 |
|---|
| 516 | + | 517.075 Cuba, prospectus disclosure of doing business 347 |
|---|
| 517 | + | with, required.— 348 |
|---|
| 518 | + | (2) Any disclosure required by subsection (1) must 349 |
|---|
| 519 | + | include: 350 |
|---|
| 532 | | - | does not apply to any other person or entity listed in such 351 |
|---|
| 533 | | - | rule. 352 |
|---|
| 534 | | - | Section 6. Subsectio n (2) of section 517.075, Florida 353 |
|---|
| 535 | | - | Statutes, is amended to read: 354 |
|---|
| 536 | | - | 517.075 Cuba, prospectus disclosure of doing business 355 |
|---|
| 537 | | - | with, required.— 356 |
|---|
| 538 | | - | (2) Any disclosure required by subsection (1) must 357 |
|---|
| 539 | | - | include: 358 |
|---|
| 540 | | - | (a) The name of such person, affiliate, or government w ith 359 |
|---|
| 541 | | - | which the issuer does business and the nature of that business .; 360 |
|---|
| 542 | | - | (b) A statement that the information is accurate as of the 361 |
|---|
| 543 | | - | date the securities were effective with the United States 362 |
|---|
| 544 | | - | Securities and Exchange Commission or with the office, whichever 363 |
|---|
| 545 | | - | date is later.; and 364 |
|---|
| 546 | | - | (c) A statement that current information concerning the 365 |
|---|
| 547 | | - | issuer's business dealings with the government of Cuba or with 366 |
|---|
| 548 | | - | any person or affiliate located in Cuba may be obtained from the 367 |
|---|
| 549 | | - | office, which statement must include the address and phone 368 |
|---|
| 550 | | - | number of the office. 369 |
|---|
| 551 | | - | Section 7. Subsection (5) and paragraph (a) of subsection 370 |
|---|
| 552 | | - | (9) of section 517.081, Florida Statutes, are amended to read: 371 |
|---|
| 553 | | - | 517.081 Registration procedure. — 372 |
|---|
| 554 | | - | (5) All of The following issuers are not eligible to 373 |
|---|
| 555 | | - | submit a simplified offering circular: 374 |
|---|
| 556 | | - | (a) An issuer that is subject to any of the 375 |
|---|
| 532 | + | (a) The name of such person, affiliate, or government with 351 |
|---|
| 533 | + | which the issuer does business and the nature of that business .; 352 |
|---|
| 534 | + | (b) A statement that the information is accurate as of the 353 |
|---|
| 535 | + | date the securities were effective with the United States 354 |
|---|
| 536 | + | Securities and Exchange Commission or with the office, whichever 355 |
|---|
| 537 | + | date is later.; and 356 |
|---|
| 538 | + | (c) A statement that current information concerning t he 357 |
|---|
| 539 | + | issuer's business dealings with the government of Cuba or with 358 |
|---|
| 540 | + | any person or affiliate located in Cuba may be obtained from the 359 |
|---|
| 541 | + | office, which statement must include the address and phone 360 |
|---|
| 542 | + | number of the office. 361 |
|---|
| 543 | + | Section 7. Subsection (5) and paragraph (a) of subsection 362 |
|---|
| 544 | + | (9) of section 517.081, Florida Statutes, are amended to read: 363 |
|---|
| 545 | + | 517.081 Registration procedure. — 364 |
|---|
| 546 | + | (5) All of The following issuers are not eligible to 365 |
|---|
| 547 | + | submit a simplified offering circular: 366 |
|---|
| 548 | + | (a) An issuer that is subject to any of the 367 |
|---|
| 549 | + | disqualifications described in Securities and Exchange 368 |
|---|
| 550 | + | Commission Rule 262, 17 C.F.R. s. 230.262, as amended, or that 369 |
|---|
| 551 | + | has been or is engaged or is about to engage in an activity that 370 |
|---|
| 552 | + | would be grounds for denial, revocation, or suspension under s. 371 |
|---|
| 553 | + | 517.111. For purposes of this paragraph, an issuer includes an 372 |
|---|
| 554 | + | issuer's director, officer, general partner, manager or managing 373 |
|---|
| 555 | + | member, trustee, or a person owning at least 10 percent of the 374 |
|---|
| 556 | + | ownership interests of the issuer; a promoter or selling agent 375 |
|---|
| 569 | | - | disqualifications described in Securities and Exchange 376 |
|---|
| 570 | | - | Commission Rule 262, 17 C.F.R. s. 230.262, as amended, or that 377 |
|---|
| 571 | | - | has been or is engaged or is about to engage in an activity that 378 |
|---|
| 572 | | - | would be grounds for denial, revocation, or suspension under s. 379 |
|---|
| 573 | | - | 517.111. For purposes of this paragraph, an issuer includes an 380 |
|---|
| 574 | | - | issuer's director, officer, general partner, manager or managing 381 |
|---|
| 575 | | - | member, trustee, or a person owning at least 10 percent of the 382 |
|---|
| 576 | | - | ownership interests of the issuer; a promoter or selling agent 383 |
|---|
| 577 | | - | of the securities to be offered; or any officer, director, 384 |
|---|
| 578 | | - | partner, or manager or managing member of such selling agent. 385 |
|---|
| 579 | | - | (b) An issuer that is a development -stage company that 386 |
|---|
| 580 | | - | either has no specific business plan or purpose or has indicated 387 |
|---|
| 581 | | - | that its business plan is to merge with an unidentified business 388 |
|---|
| 582 | | - | entity or entities. 389 |
|---|
| 583 | | - | (c) An issuer of offerings in which the specific business 390 |
|---|
| 584 | | - | or properties cannot be described. 391 |
|---|
| 585 | | - | (d) An issuer that the off ice determines is ineligible 392 |
|---|
| 586 | | - | because the simplified circular does not provide full and fair 393 |
|---|
| 587 | | - | disclosure of material information for the type of offering to 394 |
|---|
| 588 | | - | be registered by the issuer. 395 |
|---|
| 589 | | - | (9)(a) The office shall record the registration of a 396 |
|---|
| 590 | | - | security in the register of securities if, upon examination of 397 |
|---|
| 591 | | - | an application, it finds that all of the following requirements 398 |
|---|
| 592 | | - | are met: 399 |
|---|
| 593 | | - | 1. The application is complete. 400 |
|---|
| 569 | + | of the securities to be offered; or any officer, director, 376 |
|---|
| 570 | + | partner, or manager or managing member of such selling agent. 377 |
|---|
| 571 | + | (b) An issuer that is a development -stage company that 378 |
|---|
| 572 | + | either has no specific business plan or purpose or has indicated 379 |
|---|
| 573 | + | that its business plan i s to merge with an unidentified business 380 |
|---|
| 574 | + | entity or entities. 381 |
|---|
| 575 | + | (c) An issuer of offerings in which the specific business 382 |
|---|
| 576 | + | or properties cannot be described. 383 |
|---|
| 577 | + | (d) An issuer that the office determines is ineligible 384 |
|---|
| 578 | + | because the simplified circular does not pr ovide full and fair 385 |
|---|
| 579 | + | disclosure of material information for the type of offering to 386 |
|---|
| 580 | + | be registered by the issuer. 387 |
|---|
| 581 | + | (9)(a) The office shall record the registration of a 388 |
|---|
| 582 | + | security in the register of securities if, upon examination of 389 |
|---|
| 583 | + | an application, it finds t hat all of the following requirements 390 |
|---|
| 584 | + | are met: 391 |
|---|
| 585 | + | 1. The application is complete. 392 |
|---|
| 586 | + | 2. The fee imposed in subsection (8) has been paid. 393 |
|---|
| 587 | + | 3. The sale of the security would not be fraudulent and 394 |
|---|
| 588 | + | would not work or tend to work a fraud upon the purchaser. 395 |
|---|
| 589 | + | 4. The terms of the sale of such securities would be fair, 396 |
|---|
| 590 | + | just, and equitable. 397 |
|---|
| 591 | + | 5. The enterprise or business of the issuer is not based 398 |
|---|
| 592 | + | upon unsound business principles. 399 |
|---|
| 593 | + | Section 8. Subsections (7) through (22) of section 517.12, 400 |
|---|
| 606 | | - | 2. The fee imposed in subsection (8) has been paid. 401 |
|---|
| 607 | | - | 3. The sale of the security would not be fraudu lent and 402 |
|---|
| 608 | | - | would not work or tend to work a fraud upon the purchaser. 403 |
|---|
| 609 | | - | 4. The terms of the sale of such securities would be fair, 404 |
|---|
| 610 | | - | just, and equitable. 405 |
|---|
| 611 | | - | 5. The enterprise or business of the issuer is not based 406 |
|---|
| 612 | | - | upon unsound business principles. 407 |
|---|
| 613 | | - | Section 8. Present subsections (7) through (22) of section 408 |
|---|
| 614 | | - | 517.12, Florida Statutes, are redesignated as subsections (8) 409 |
|---|
| 615 | | - | through (23), respectively, a new subsection (7) is added to 410 |
|---|
| 616 | | - | that section, and subsection (6), present subsection (10), 411 |
|---|
| 617 | | - | paragraph (b) of present subsection (14), and present 412 |
|---|
| 618 | | - | subsections (19), (20), and (21) of that section are amended, to 413 |
|---|
| 619 | | - | read: 414 |
|---|
| 620 | | - | 517.12 Registration of dealers, associated persons, 415 |
|---|
| 621 | | - | intermediaries, and investment advisers. — 416 |
|---|
| 622 | | - | (6) The application must also contain such information as 417 |
|---|
| 623 | | - | the commission or office may require about the applicant; any 418 |
|---|
| 624 | | - | member, principal, or director of the applicant or any person 419 |
|---|
| 625 | | - | having a similar status or performing similar functions; any 420 |
|---|
| 626 | | - | person directly or indirectly controlling the applicant; or any 421 |
|---|
| 627 | | - | employee of a dealer or of an investment adviser rendering 422 |
|---|
| 628 | | - | investment advisory services. Each applicant and any direct 423 |
|---|
| 629 | | - | owners, principals, or indirect owners that are required to be 424 |
|---|
| 630 | | - | reported on Form BD or Form ADV pursuant to subsection (14) 425 |
|---|
| 606 | + | Florida Statutes, are renumbered as subsections (8) through 401 |
|---|
| 607 | + | (23), respectively, subsection (6), present subsection (10), 402 |
|---|
| 608 | + | paragraph (b) of present subsection (14), and present 403 |
|---|
| 609 | + | subsections (19), (20), and (21) are amended, and a new 404 |
|---|
| 610 | + | subsection (7) is added to that section, to rea d: 405 |
|---|
| 611 | + | 517.12 Registration of dealers, associated persons, 406 |
|---|
| 612 | + | intermediaries, and investment advisers. — 407 |
|---|
| 613 | + | (6) The application must also contain such information as 408 |
|---|
| 614 | + | the commission or office may require about the applicant; any 409 |
|---|
| 615 | + | member, principal, or director of t he applicant or any person 410 |
|---|
| 616 | + | having a similar status or performing similar functions; any 411 |
|---|
| 617 | + | person directly or indirectly controlling the applicant; or any 412 |
|---|
| 618 | + | employee of a dealer or of an investment adviser rendering 413 |
|---|
| 619 | + | investment advisory services. Each applicant and any direct 414 |
|---|
| 620 | + | owners, principals, or indirect owners that are required to be 415 |
|---|
| 621 | + | reported on Form BD or Form ADV pursuant to subsection (14) 416 |
|---|
| 622 | + | shall submit fingerprints for live -scan processing in accordance 417 |
|---|
| 623 | + | with rules adopted by the commission. The fingerprint s may be 418 |
|---|
| 624 | + | submitted through a third -party vendor authorized by the 419 |
|---|
| 625 | + | Department of Law Enforcement to provide live -scan 420 |
|---|
| 626 | + | fingerprinting. The costs of fingerprint processing shall be 421 |
|---|
| 627 | + | borne by the person subject to the background check. The 422 |
|---|
| 628 | + | Department of Law Enf orcement shall conduct a state criminal 423 |
|---|
| 629 | + | history background check, and a federal criminal history 424 |
|---|
| 630 | + | background check must be conducted through the Federal Bureau of 425 |
|---|
| 643 | | - | shall submit fingerp rints for live-scan processing in accordance 426 |
|---|
| 644 | | - | with rules adopted by the commission. The fingerprints may be 427 |
|---|
| 645 | | - | submitted through a third -party vendor authorized by the 428 |
|---|
| 646 | | - | Department of Law Enforcement to provide live -scan 429 |
|---|
| 647 | | - | fingerprinting. The costs of fingerprint processing shall be 430 |
|---|
| 648 | | - | borne by the person subject to the background check. The 431 |
|---|
| 649 | | - | Department of Law Enforcement shall conduct a state criminal 432 |
|---|
| 650 | | - | history background check, and a federal criminal history 433 |
|---|
| 651 | | - | background check must be conducted through the Federal Bureau of 434 |
|---|
| 652 | | - | Investigation. The office shall review the results of the state 435 |
|---|
| 653 | | - | and federal criminal history background checks and determine 436 |
|---|
| 654 | | - | whether the applicant meets licensure requirements. The 437 |
|---|
| 655 | | - | commission may waive, by rule, the requirement that applicants, 438 |
|---|
| 656 | | - | including any direct owners, principals, or indirect owners that 439 |
|---|
| 657 | | - | are required to be reported on Form BD or Form ADV pursuant to 440 |
|---|
| 658 | | - | subsection (14), submit fingerprints or the requirement that 441 |
|---|
| 659 | | - | such fingerprints be processed by the Department of Law 442 |
|---|
| 660 | | - | Enforcement or the Federal Bureau of Investigation. The 443 |
|---|
| 661 | | - | commission or office may require information about any such 444 |
|---|
| 662 | | - | applicant or person concerning such matters as: 445 |
|---|
| 663 | | - | (a) The applicant's or person's full name, and any other 446 |
|---|
| 664 | | - | names by which the applicant or person may have bee n known, and 447 |
|---|
| 665 | | - | the applicant's or person's age, social security number, 448 |
|---|
| 666 | | - | photograph, qualifications, and educational and business 449 |
|---|
| 667 | | - | history. 450 |
|---|
| 643 | + | Investigation. The office shall review the results of the state 426 |
|---|
| 644 | + | and federal criminal history b ackground checks and determine 427 |
|---|
| 645 | + | whether the applicant meets licensure requirements. The 428 |
|---|
| 646 | + | commission may waive, by rule, the requirement that applicants, 429 |
|---|
| 647 | + | including any direct owners, principals, or indirect owners that 430 |
|---|
| 648 | + | are required to be reported on Form BD o r Form ADV pursuant to 431 |
|---|
| 649 | + | subsection (14), submit fingerprints or the requirement that 432 |
|---|
| 650 | + | such fingerprints be processed by the Department of Law 433 |
|---|
| 651 | + | Enforcement or the Federal Bureau of Investigation. The 434 |
|---|
| 652 | + | commission or office may require information about any such 435 |
|---|
| 653 | + | applicant or person concerning such matters as: 436 |
|---|
| 654 | + | (a) The applicant's or person's full name, and any other 437 |
|---|
| 655 | + | names by which the applicant or person may have been known, and 438 |
|---|
| 656 | + | the applicant's or person's age, social security number, 439 |
|---|
| 657 | + | photograph, qualifications, and educational and business 440 |
|---|
| 658 | + | history. 441 |
|---|
| 659 | + | (b) Any injunction or administrative order by a state or 442 |
|---|
| 660 | + | federal agency, national securities exchange, or national 443 |
|---|
| 661 | + | securities association involving a security or any aspect of a 444 |
|---|
| 662 | + | dealer's or investment adviser's regul ated business and any 445 |
|---|
| 663 | + | injunction or administrative order by a state or federal agency 446 |
|---|
| 664 | + | regulating banking, insurance, finance, or small loan companies, 447 |
|---|
| 665 | + | real estate, mortgage brokers, or other related or similar 448 |
|---|
| 666 | + | industries, which injunctions or administrativ e orders relate to 449 |
|---|
| 667 | + | such person. 450 |
|---|
| 680 | | - | (b) Any injunction or administrative order by a state or 451 |
|---|
| 681 | | - | federal agency, national securities exchange, or national 452 |
|---|
| 682 | | - | securities association involving a security or any aspect of a 453 |
|---|
| 683 | | - | dealer's or investment adviser's regulated business and any 454 |
|---|
| 684 | | - | injunction or administrative order by a state or federal agency 455 |
|---|
| 685 | | - | regulating banking, insurance, finance, or small loan companies, 456 |
|---|
| 686 | | - | real estate, mortgage brokers, or other related or similar 457 |
|---|
| 687 | | - | industries, which injunctions or administrative orders relate to 458 |
|---|
| 688 | | - | such person. 459 |
|---|
| 689 | | - | (c) The applicant's or person's conviction of, or plea of 460 |
|---|
| 690 | | - | nolo contendere to, a criminal offense or the applicant's or 461 |
|---|
| 691 | | - | person's commission of any acts which would be grounds for 462 |
|---|
| 692 | | - | refusal of an application under s. 517.161. 463 |
|---|
| 693 | | - | (d) The names and addresses of other persons of whom the 464 |
|---|
| 694 | | - | office may inquire as to the applicant's or person's character, 465 |
|---|
| 695 | | - | reputation, and financial responsibility. 466 |
|---|
| 696 | | - | (7)(a)1. The following natural persons shall submit a full 467 |
|---|
| 697 | | - | set of fingerprints to the Department of Law Enforcement or to a 468 |
|---|
| 698 | | - | vendor, entity, or agency authorized under s. 943.053(13) for 469 |
|---|
| 699 | | - | live-scan processing in accordance with rules adopte d by the 470 |
|---|
| 700 | | - | commission: 471 |
|---|
| 701 | | - | a. A natural person who files an application with the 472 |
|---|
| 702 | | - | office for registration as an associated person. 473 |
|---|
| 703 | | - | b. A natural person who holds the title of president, 474 |
|---|
| 704 | | - | treasurer, chief executive officer, chief financial officer, 475 |
|---|
| 680 | + | (c) The applicant's or person's conviction of, or plea of 451 |
|---|
| 681 | + | nolo contendere to, a criminal offense or the applicant's or 452 |
|---|
| 682 | + | person's commission of any acts which would be grounds for 453 |
|---|
| 683 | + | refusal of an application under s. 517.161. 454 |
|---|
| 684 | + | (d) The names and addresses of other persons of whom the 455 |
|---|
| 685 | + | office may inquire as to the applicant's or person's character, 456 |
|---|
| 686 | + | reputation, and financial responsibility. 457 |
|---|
| 687 | + | (7)(a)1. The following natural persons must submit a full 458 |
|---|
| 688 | + | set of fingerprints to the Depa rtment of Law Enforcement or to a 459 |
|---|
| 689 | + | vendor, entity, or agency authorized under s. 943.053(13) for 460 |
|---|
| 690 | + | live-scan processing in accordance with rules adopted by the 461 |
|---|
| 691 | + | commission. 462 |
|---|
| 692 | + | a. A natural person filing with the office an application 463 |
|---|
| 693 | + | for registration as an asso ciated person. 464 |
|---|
| 694 | + | b. A natural person who holds the title of president, 465 |
|---|
| 695 | + | treasurer, chief executive officer, chief financial officer, 466 |
|---|
| 696 | + | chief operations officer, chief legal officer, chief compliance 467 |
|---|
| 697 | + | officer, or director for a dealer or investment adviser 468 |
|---|
| 698 | + | applicant. 469 |
|---|
| 699 | + | c. A natural person who is a 5 percent or more owner of a 470 |
|---|
| 700 | + | dealer or investment adviser applicant. 471 |
|---|
| 701 | + | d. With respect to each 5 percent or more owner of a 472 |
|---|
| 702 | + | dealer or investment adviser applicant that is a corporation, 473 |
|---|
| 703 | + | partnership, trust, or limited l iability company, each natural 474 |
|---|
| 704 | + | person who is a 25 percent or more owner or trustee of such 475 |
|---|
| 717 | | - | chief operations officer, chief legal officer, chief compliance 476 |
|---|
| 718 | | - | officer, or director for a dealer or investment adviser 477 |
|---|
| 719 | | - | applicant. 478 |
|---|
| 720 | | - | c. A natural person who owns at least 5 percent of a 479 |
|---|
| 721 | | - | dealer or investment adviser applicant. 480 |
|---|
| 722 | | - | d. With respect to each owner who owns at least 5 percent 481 |
|---|
| 723 | | - | of a dealer or investment adviser applicant that is a 482 |
|---|
| 724 | | - | corporation, partnership, trust, or limited liability company, 483 |
|---|
| 725 | | - | each natural person who is a 25 percent or more owner or trustee 484 |
|---|
| 726 | | - | of such entity, and each natural person who is a 25 perce nt or 485 |
|---|
| 727 | | - | more owner or trustee at each level of the chain of ownership up 486 |
|---|
| 728 | | - | to, but not including, an entity subject to s. 12 or s. 15(d) of 487 |
|---|
| 729 | | - | the Securities Exchange Act of 1934, as amended. 488 |
|---|
| 730 | | - | 2. For purposes of this subsection, the term "owner" 489 |
|---|
| 731 | | - | means: 490 |
|---|
| 732 | | - | a. A shareholder who owns a percentage of a class of 491 |
|---|
| 733 | | - | voting securities of a dealer or investment adviser applicant, 492 |
|---|
| 734 | | - | and includes any person who owns, beneficially owns, has the 493 |
|---|
| 735 | | - | right to vote on, or has the power to sell or direct the sale 494 |
|---|
| 736 | | - | of, the percentage of a class of a voting security of the dealer 495 |
|---|
| 737 | | - | or investment adviser applicant specified in sub -subparagraph 496 |
|---|
| 738 | | - | 1.c. or sub-subparagraph 1.d. For purposes of this sub -497 |
|---|
| 739 | | - | subparagraph, a person beneficially owns any securities: 498 |
|---|
| 740 | | - | (I) That are owned by the shareholder's child, stepchild, 499 |
|---|
| 741 | | - | grandchild, parent, stepparent, grandparent, spouse, sibling, 500 |
|---|
| 717 | + | entity, and each natural person who is a 25 percent or more 476 |
|---|
| 718 | + | owner or trustee at each level of the chain of ownership up to, 477 |
|---|
| 719 | + | but not including, an entity subject to s . 12 or s. 15(d) of the 478 |
|---|
| 720 | + | Securities Exchange Act of 1934, as amended. 479 |
|---|
| 721 | + | 2. For purposes of this subsection, the term "owner" 480 |
|---|
| 722 | + | means: 481 |
|---|
| 723 | + | a. A shareholder that owns a percentage of a class of 482 |
|---|
| 724 | + | voting securities of a dealer or investment adviser applicant, 483 |
|---|
| 725 | + | and includes any person that owns, beneficially owns, has the 484 |
|---|
| 726 | + | right to vote, or has the power to sell or direct the sale of, 485 |
|---|
| 727 | + | the percentage of a class of a voting security of the dealer or 486 |
|---|
| 728 | + | investment adviser applicant specified in sub -subparagraph 1.c. 487 |
|---|
| 729 | + | or sub-subparagraph 1.d. For purposes of this sub -subparagraph, 488 |
|---|
| 730 | + | a person beneficially owns any securities: 489 |
|---|
| 731 | + | (I) Owned by the shareholder's child, stepchild, 490 |
|---|
| 732 | + | grandchild, parent, stepparent, grandparent, spouse, sibling, 491 |
|---|
| 733 | + | mother-in-law, father-in-law, son-in-law, daughter-in-law, 492 |
|---|
| 734 | + | brother-in-law, or sister-in-law sharing the same residence; or 493 |
|---|
| 735 | + | (II) That the shareholder has the right to acquire, within 494 |
|---|
| 736 | + | 60 days, through the exercise of any option, warrant, or right 495 |
|---|
| 737 | + | to purchase the securities. 496 |
|---|
| 738 | + | b. A general partner of a partnership, and a limited 497 |
|---|
| 739 | + | partner of a partnership who has the right to receive upon 498 |
|---|
| 740 | + | dissolution, or has contributed, a percentage of the capital of 499 |
|---|
| 741 | + | a dealer or investment adviser applicant. 500 |
|---|
| 754 | | - | mother-in-law, father-in-law, son-in-law, daughter-in-law, 501 |
|---|
| 755 | | - | brother-in-law, or sister-in-law sharing the same residence; or 502 |
|---|
| 756 | | - | (II) That the shareholder has the right to acquire , within 503 |
|---|
| 757 | | - | 60 days, through the exercise of any option, warrant, or right 504 |
|---|
| 758 | | - | to purchase the securities. 505 |
|---|
| 759 | | - | b. A general partner of a partnership, and a limited 506 |
|---|
| 760 | | - | partner of a partnership who has the right to receive upon 507 |
|---|
| 761 | | - | dissolution, or has contributed, a percent age of the capital of 508 |
|---|
| 762 | | - | a dealer or investment adviser applicant. 509 |
|---|
| 763 | | - | c. A trustee of a trust that owns a percentage of a class 510 |
|---|
| 764 | | - | of a voting security of a dealer or investment adviser 511 |
|---|
| 765 | | - | applicant, or that has the right to receive upon dissolution, or 512 |
|---|
| 766 | | - | has contributed, a percentage of the capital of a dealer or 513 |
|---|
| 767 | | - | investment adviser applicant. 514 |
|---|
| 768 | | - | d. A member of a limited liability company who has the 515 |
|---|
| 769 | | - | right to receive upon dissolution, or has contributed, a 516 |
|---|
| 770 | | - | percentage of the capital of a dealer or investment adviser 517 |
|---|
| 771 | | - | applicant, and all limited liability company managers of a 518 |
|---|
| 772 | | - | dealer or investment adviser applicant. 519 |
|---|
| 773 | | - | 3. For purposes of this subsection, the term "shareholder" 520 |
|---|
| 774 | | - | means a person who owns at least one share of a corporation and 521 |
|---|
| 775 | | - | whose ownership is reflected in the records of the corporation. 522 |
|---|
| 776 | | - | (b) A vendor, entity, or agency authorized under s. 523 |
|---|
| 777 | | - | 943.053(13) to submit fingerprints electronically to the 524 |
|---|
| 778 | | - | Department of Law Enforcement shall submit the fingerprints to 525 |
|---|
| 754 | + | c. A trustee of a trust that owns a percentage of a class 501 |
|---|
| 755 | + | of a voting security of a dealer or investment adviser 502 |
|---|
| 756 | + | applicant, or that has the right to receive upon dissolution, or 503 |
|---|
| 757 | + | has contributed, a percentage of the capital of a dealer or 504 |
|---|
| 758 | + | investment adviser applicant. 505 |
|---|
| 759 | + | d. A member of a limited liability company who has the 506 |
|---|
| 760 | + | right to receive upon dissolution, or has contributed, a 507 |
|---|
| 761 | + | percentage of the capital of a dealer or investment adviser 508 |
|---|
| 762 | + | applicant, and all limited liability company managers of a 509 |
|---|
| 763 | + | dealer or investment adviser applicant. 510 |
|---|
| 764 | + | (b) A vendor, entity, or agen cy authorized under s. 511 |
|---|
| 765 | + | 943.053(13) to submit fingerprints electronically to the 512 |
|---|
| 766 | + | Department of Law Enforcement shall submit the fingerprints to 513 |
|---|
| 767 | + | the department for state processing, and the department shall 514 |
|---|
| 768 | + | forward the fingerprints to the Federal Bureau of I nvestigation 515 |
|---|
| 769 | + | for national processing. 516 |
|---|
| 770 | + | (c) Fees for state and federal fingerprint processing 517 |
|---|
| 771 | + | shall be borne by the person subject to the criminal history 518 |
|---|
| 772 | + | record check. The state cost for fingerprint processing shall be 519 |
|---|
| 773 | + | as provided in s. 943.053(3)(e). 520 |
|---|
| 774 | + | (d) The office shall review the results of the state and 521 |
|---|
| 775 | + | federal criminal history record checks and determine whether the 522 |
|---|
| 776 | + | applicant is disqualified from registration. The commission may 523 |
|---|
| 777 | + | waive by rule the requirement that the persons listed in this 524 |
|---|
| 778 | + | subsection submit fingerprints or the requirement that such 525 |
|---|
| 791 | | - | the department for state processing, and the departmen t shall 526 |
|---|
| 792 | | - | forward the fingerprints to the Federal Bureau of Investigation 527 |
|---|
| 793 | | - | for national processing. 528 |
|---|
| 794 | | - | (c) Fees for state and federal fingerprint processing must 529 |
|---|
| 795 | | - | be borne by the person subject to the criminal history record 530 |
|---|
| 796 | | - | check. The state cost for fingerprin t processing is as provided 531 |
|---|
| 797 | | - | in s. 943.053(3)(e). 532 |
|---|
| 798 | | - | (d) The office shall review the results of the state and 533 |
|---|
| 799 | | - | federal criminal history record checks and determine whether the 534 |
|---|
| 800 | | - | applicant is disqualified from registration. 535 |
|---|
| 801 | | - | 1. The commission may waive by rule the requirement that 536 |
|---|
| 802 | | - | the persons listed in sub -subparagraphs (a)1.a. -d. submit 537 |
|---|
| 803 | | - | fingerprints or the requirement that such fingerprints be 538 |
|---|
| 804 | | - | processed by the Department of Law Enforcement or the Federal 539 |
|---|
| 805 | | - | Bureau of Investigation. 540 |
|---|
| 806 | | - | 2. In waiving a requirement u nder subparagraph 1., the 541 |
|---|
| 807 | | - | commission may consider the rules and regulations of the 542 |
|---|
| 808 | | - | Securities and Exchange Commission, the model rules and acts of 543 |
|---|
| 809 | | - | the North American Securities Administrators Association, Inc., 544 |
|---|
| 810 | | - | and the rules and regulations of the Financia l Industry 545 |
|---|
| 811 | | - | Regulatory Authority. 546 |
|---|
| 812 | | - | (11)(a)(10)(a) If the office finds that the applicant has 547 |
|---|
| 813 | | - | complied with the applicable registration provisions of this 548 |
|---|
| 814 | | - | chapter and the rules made pursuant hereto, it shall register 549 |
|---|
| 815 | | - | the applicant unless the applicant is ot herwise disqualified for 550 |
|---|
| 791 | + | fingerprints be processed by the Department of Law Enforcement 526 |
|---|
| 792 | + | or the Federal Bureau of Investigation. 527 |
|---|
| 793 | + | (11)(a)(10)(a) If the office finds that the applicant has 528 |
|---|
| 794 | + | complied with the applicable registration provisions of this 529 |
|---|
| 795 | + | chapter and the rules made pursuant hereto, it shall register 530 |
|---|
| 796 | + | the applicant unless the applicant is otherwise disqualified for 531 |
|---|
| 797 | + | registration pursuant to law. The registration of each dealer, 532 |
|---|
| 798 | + | investment adviser, and associated person expi res on December 31 533 |
|---|
| 799 | + | of the year the registration became effective unless the 534 |
|---|
| 800 | + | registrant has renewed its registration on or before that date. 535 |
|---|
| 801 | + | Registration may be renewed by furnishing such information as 536 |
|---|
| 802 | + | the commission may require, together with payment of t he fee 537 |
|---|
| 803 | + | required in paragraph (10)(a) (9)(a) for dealers, investment 538 |
|---|
| 804 | + | advisers, or associated persons and the payment of any amount 539 |
|---|
| 805 | + | lawfully due and owing to the office pursuant to any order of 540 |
|---|
| 806 | + | the office or pursuant to any agreement with the office. Any 541 |
|---|
| 807 | + | dealer, investment adviser, or associated person who has not 542 |
|---|
| 808 | + | renewed a registration by the time the current registration 543 |
|---|
| 809 | + | expires may request reinstatement of such registration by filing 544 |
|---|
| 810 | + | with the office, on or before January 31 of the year following 545 |
|---|
| 811 | + | the year of expiration, such information as may be required by 546 |
|---|
| 812 | + | the commission, together with payment of the fee required in 547 |
|---|
| 813 | + | paragraph (10)(a) (9)(a) for dealers, investment advisers, or 548 |
|---|
| 814 | + | associated persons and a late fee equal to the amount of such 549 |
|---|
| 815 | + | fee. Any reinstatement of registration granted by the office 550 |
|---|
| 828 | | - | registration pursuant to law. The registration of each dealer, 551 |
|---|
| 829 | | - | investment adviser, and associated person expires on December 31 552 |
|---|
| 830 | | - | of the year the registration became effective unless the 553 |
|---|
| 831 | | - | registrant has renewed its registration on or before that date. 554 |
|---|
| 832 | | - | Registration may be renewed by furnishing such information as 555 |
|---|
| 833 | | - | the commission may require, together with payment of the fee 556 |
|---|
| 834 | | - | required in paragraph (10)(a) (9)(a) for dealers, investment 557 |
|---|
| 835 | | - | advisers, or associated persons and the payment of any amount 558 |
|---|
| 836 | | - | lawfully due and owing to the office pursuant to any order of 559 |
|---|
| 837 | | - | the office or pursuant to any agreement with the office. Any 560 |
|---|
| 838 | | - | dealer, investment adviser, or associated person who has not 561 |
|---|
| 839 | | - | renewed a registration by the time the current registration 562 |
|---|
| 840 | | - | expires may request reinstatement of such registration by filing 563 |
|---|
| 841 | | - | with the office, on or before January 31 of the year following 564 |
|---|
| 842 | | - | the year of expiration, such information as may be required by 565 |
|---|
| 843 | | - | the commission, together with payment of the fee required in 566 |
|---|
| 844 | | - | paragraph (10)(a) (9)(a) for dealers, investment advisers, or 567 |
|---|
| 845 | | - | associated persons and a late fee equal to the amount of such 568 |
|---|
| 846 | | - | fee. Any reinstatement of registration granted by the office 569 |
|---|
| 847 | | - | during the month of January shall be deemed effective 570 |
|---|
| 848 | | - | retroactive to January 1 of that year. 571 |
|---|
| 849 | | - | (b) The office shall waive the $50 assessment fee for an 572 |
|---|
| 850 | | - | associated person required by paragraph (10)(a) (9)(a) for a 573 |
|---|
| 851 | | - | registrant renewing his or her registration who: 574 |
|---|
| 852 | | - | 1. Is an active duty member of the United States Armed 575 |
|---|
| 828 | + | during the month of January shall be deemed effective 551 |
|---|
| 829 | + | retroactive to January 1 of that year. 552 |
|---|
| 830 | + | (b) The office shall waive the $50 assessment fee for an 553 |
|---|
| 831 | + | associated person required by paragraph (10)(a) (9)(a) for a 554 |
|---|
| 832 | + | registrant renewing his or her registration who: 555 |
|---|
| 833 | + | 1. Is an active duty member of the United States Armed 556 |
|---|
| 834 | + | Forces or the spouse of such member; 557 |
|---|
| 835 | + | 2. Is or was a member of the United States Armed Forces 558 |
|---|
| 836 | + | and served on active duty within the 2 years pre ceding the 559 |
|---|
| 837 | + | expiration date of the registration pursuant to paragraph (a). 560 |
|---|
| 838 | + | To qualify for the fee waiver, a registrant who is a former 561 |
|---|
| 839 | + | member of the United States Armed Forces who served on active 562 |
|---|
| 840 | + | duty within the 2 years preceding the expiration date of the 563 |
|---|
| 841 | + | registration must have received an honorable discharge upon 564 |
|---|
| 842 | + | separation or discharge from the United States Armed Forces; or 565 |
|---|
| 843 | + | 3. Is the surviving spouse of a member of the United 566 |
|---|
| 844 | + | States Armed Forces if the member was serving on active duty at 567 |
|---|
| 845 | + | the time of death and died within the 2 years preceding the 568 |
|---|
| 846 | + | surviving spouse's registration expiration date pursuant to 569 |
|---|
| 847 | + | paragraph (a). 570 |
|---|
| 848 | + | 571 |
|---|
| 849 | + | A registrant seeking such fee waiver must submit proof, in a 572 |
|---|
| 850 | + | form prescribed by commission rule, that the registrant meets 573 |
|---|
| 851 | + | one of the qualifications in this paragraph. 574 |
|---|
| 852 | + | (15)(14) 575 |
|---|
| 865 | | - | Forces or the spouse of such mem ber; 576 |
|---|
| 866 | | - | 2. Is or was a member of the United States Armed Forces 577 |
|---|
| 867 | | - | and served on active duty within the 2 years preceding the 578 |
|---|
| 868 | | - | expiration date of the registration pursuant to paragraph (a). 579 |
|---|
| 869 | | - | To qualify for the fee waiver, a registrant who is a former 580 |
|---|
| 870 | | - | member of the United States Armed Forces who served on active 581 |
|---|
| 871 | | - | duty within the 2 years preceding the expiration date of the 582 |
|---|
| 872 | | - | registration must have received an honorable discharge upon 583 |
|---|
| 873 | | - | separation or discharge from the United States Armed Forces; or 584 |
|---|
| 874 | | - | 3. Is the surviving spouse of a member of the United 585 |
|---|
| 875 | | - | States Armed Forces if the member was serving on active duty at 586 |
|---|
| 876 | | - | the time of death and died within the 2 years preceding the 587 |
|---|
| 877 | | - | surviving spouse's registration expiration date pursuant to 588 |
|---|
| 878 | | - | paragraph (a). 589 |
|---|
| 879 | | - | 590 |
|---|
| 880 | | - | A registrant seeking such fee waiver must submit proof, in a 591 |
|---|
| 881 | | - | form prescribed by commission rule, that the registrant meets 592 |
|---|
| 882 | | - | one of the qualifications in this paragraph. 593 |
|---|
| 883 | | - | (15)(14) 594 |
|---|
| 884 | | - | (b) In lieu of filing with the office the applications 595 |
|---|
| 885 | | - | specified in subsection (5), the fees requ ired by subsection 596 |
|---|
| 886 | | - | (10) (9), the renewals required by subsection (11) (10), and the 597 |
|---|
| 887 | | - | termination notices required by subsection (12) (11), the 598 |
|---|
| 888 | | - | commission may by rule establish procedures for the deposit of 599 |
|---|
| 889 | | - | such fees and documents with the Central Registrati on Depository 600 |
|---|
| 865 | + | (b) In lieu of filing with the office the applications 576 |
|---|
| 866 | + | specified in subsection (5), the fees required by subsection 577 |
|---|
| 867 | + | (10) (9), the renewals required by subsection (11) (10), and the 578 |
|---|
| 868 | + | termination notices require d by subsection (12) (11), the 579 |
|---|
| 869 | + | commission may by rule establish procedures for the deposit of 580 |
|---|
| 870 | + | such fees and documents with the Central Registration Depository 581 |
|---|
| 871 | + | or the Investment Adviser Registration Depository of the 582 |
|---|
| 872 | + | Financial Industry Regulatory Authority, as developed under 583 |
|---|
| 873 | + | contract with the North American Securities Administrators 584 |
|---|
| 874 | + | Association, Inc. 585 |
|---|
| 875 | + | (20)(19) An intermediary may not engage in business in 586 |
|---|
| 876 | + | this state unless the intermediary is registered as a dealer or 587 |
|---|
| 877 | + | as an intermediary with the office pur suant to this section to 588 |
|---|
| 878 | + | facilitate the offer or sale of securities in accordance with s. 589 |
|---|
| 879 | + | 517.0611. An intermediary, in order to obtain registration, must 590 |
|---|
| 880 | + | file with the office a written application on a form prescribed 591 |
|---|
| 881 | + | by commission rule and pay a registra tion fee of $200. The fees 592 |
|---|
| 882 | + | under this subsection shall be deposited into the Regulatory 593 |
|---|
| 883 | + | Trust Fund of the office. The commission may establish by rule 594 |
|---|
| 884 | + | procedures for depositing fees and filing documents by 595 |
|---|
| 885 | + | electronic means if such procedures provide the of fice with the 596 |
|---|
| 886 | + | information and data required by this section. Each intermediary 597 |
|---|
| 887 | + | must also file an irrevocable written consent to service of 598 |
|---|
| 888 | + | civil process, as provided in s. 517.101. 599 |
|---|
| 889 | + | (a) The application must contain such information as the 600 |
|---|
| 902 | | - | or the Investment Adviser Registration Depository of the 601 |
|---|
| 903 | | - | Financial Industry Regulatory Authority, as developed under 602 |
|---|
| 904 | | - | contract with the North American Securities Administrators 603 |
|---|
| 905 | | - | Association, Inc. 604 |
|---|
| 906 | | - | (20)(19) An intermediary may not engage in bus iness in 605 |
|---|
| 907 | | - | this state unless the intermediary is registered as a dealer or 606 |
|---|
| 908 | | - | as an intermediary with the office pursuant to this section to 607 |
|---|
| 909 | | - | facilitate the offer or sale of securities in accordance with s. 608 |
|---|
| 910 | | - | 517.0611. An intermediary, in order to obtain registrat ion, must 609 |
|---|
| 911 | | - | file with the office a written application on a form prescribed 610 |
|---|
| 912 | | - | by commission rule and pay a registration fee of $200. The fees 611 |
|---|
| 913 | | - | under this subsection shall be deposited into the Regulatory 612 |
|---|
| 914 | | - | Trust Fund of the office. The commission may establish by rule 613 |
|---|
| 915 | | - | procedures for depositing fees and filing documents by 614 |
|---|
| 916 | | - | electronic means if such procedures provide the office with the 615 |
|---|
| 917 | | - | information and data required by this section. Each intermediary 616 |
|---|
| 918 | | - | must also file an irrevocable written consent to service of 617 |
|---|
| 919 | | - | civil process, as provided in s. 517.101. 618 |
|---|
| 920 | | - | (a) The application must contain such information as the 619 |
|---|
| 921 | | - | commission or office may require concerning: 620 |
|---|
| 922 | | - | 1. The name of the applicant and address of its principal 621 |
|---|
| 923 | | - | office and each office in this state. 622 |
|---|
| 924 | | - | 2. The applicant's form and place of organization; and, if 623 |
|---|
| 925 | | - | the applicant is: 624 |
|---|
| 926 | | - | a. A corporation, a copy of its articles of incorporation 625 |
|---|
| 902 | + | commission or office may require concerning: 601 |
|---|
| 903 | + | 1. The name of the applicant and address of its principal 602 |
|---|
| 904 | + | office and each office in this state. 603 |
|---|
| 905 | + | 2. The applicant's form and place of organization; and, if 604 |
|---|
| 906 | + | the applicant is: 605 |
|---|
| 907 | + | a. A corporation, a copy of its articles of incorporation 606 |
|---|
| 908 | + | and amendments to the articles of incorporation; 607 |
|---|
| 909 | + | b. A limited liability company, a copy of its articles of 608 |
|---|
| 910 | + | organization and amendments to the articles and a copy of the 609 |
|---|
| 911 | + | company's operating agreement as may be amended; or 610 |
|---|
| 912 | + | c. A partnership, a copy of the partnership agreement. 611 |
|---|
| 913 | + | 3. The website address where securities of the issuer will 612 |
|---|
| 914 | + | be offered. 613 |
|---|
| 915 | + | 4. Contact information. 614 |
|---|
| 916 | + | (b) The application must also contain such information as 615 |
|---|
| 917 | + | the commission may require by rule about the applicant; any 616 |
|---|
| 918 | + | member, principal, or director of the applicant or any person 617 |
|---|
| 919 | + | having a similar status or performing similar functions; or any 618 |
|---|
| 920 | + | persons directly or indirectly controlling the applicant. Each 619 |
|---|
| 921 | + | applicant and any direct owners, principals, or indirect owners 620 |
|---|
| 922 | + | that are required to be reported on a form adopted by commission 621 |
|---|
| 923 | + | rule shall submit fingerprints for live -scan processing in 622 |
|---|
| 924 | + | accordance with rules adopted by the commission. The 623 |
|---|
| 925 | + | fingerprints may be submitted through a third -party vendor 624 |
|---|
| 926 | + | authorized by the Depa rtment of Law Enforcement to provide live -625 |
|---|
| 939 | | - | and amendments to the articles of incorporation; 626 |
|---|
| 940 | | - | b. A limited liability company, a copy of its articles of 627 |
|---|
| 941 | | - | organization and amendments to the articles and a copy of the 628 |
|---|
| 942 | | - | company's operating agreement as may be amended; or 629 |
|---|
| 943 | | - | c. A partnership, a copy of the partnership agreement. 630 |
|---|
| 944 | | - | 3. The website address where securities of the issuer will 631 |
|---|
| 945 | | - | be offered. 632 |
|---|
| 946 | | - | 4. Contact information. 633 |
|---|
| 947 | | - | (b) The application must also contain such information as 634 |
|---|
| 948 | | - | the commission may require by rule about the applicant; any 635 |
|---|
| 949 | | - | member, principal, or director of the applicant or any person 636 |
|---|
| 950 | | - | having a similar status or performing similar functions; or any 637 |
|---|
| 951 | | - | persons directly or indirectly controlling the applicant. Each 638 |
|---|
| 952 | | - | applicant and any direct owners, principals, or indirect owners 639 |
|---|
| 953 | | - | that are required to be reported on a form adopted by commission 640 |
|---|
| 954 | | - | rule shall submit fingerprints for live -scan processing in 641 |
|---|
| 955 | | - | accordance with rules adopted by the commission. The 642 |
|---|
| 956 | | - | fingerprints may be submitted through a third -party vendor 643 |
|---|
| 957 | | - | authorized by the Department of Law Enforcement to provide live -644 |
|---|
| 958 | | - | scan fingerprinting. The costs of fingerprint processing shall 645 |
|---|
| 959 | | - | be borne by the person subject to t he background check. The 646 |
|---|
| 960 | | - | Department of Law Enforcement shall conduct a state criminal 647 |
|---|
| 961 | | - | history background check, and a federal criminal history 648 |
|---|
| 962 | | - | background check must be conducted through the Federal Bureau of 649 |
|---|
| 963 | | - | Investigation. The office shall review the resul ts of the state 650 |
|---|
| 939 | + | scan fingerprinting. The costs of fingerprint processing shall 626 |
|---|
| 940 | + | be borne by the person subject to the background check. The 627 |
|---|
| 941 | + | Department of Law Enforcement shall conduct a state criminal 628 |
|---|
| 942 | + | history background check, and a federal criminal history 629 |
|---|
| 943 | + | background check must be conducted through the Federal Bureau of 630 |
|---|
| 944 | + | Investigation. The office shall review the results of the state 631 |
|---|
| 945 | + | and federal criminal history background checks and determine 632 |
|---|
| 946 | + | whether the applicant meets registratio n requirements. The 633 |
|---|
| 947 | + | commission may waive, by rule, the requirement that applicants, 634 |
|---|
| 948 | + | including any direct owners, principals, or indirect owners, 635 |
|---|
| 949 | + | which are required to be reported on a form adopted by 636 |
|---|
| 950 | + | commission rule, submit fingerprints or the requirement that 637 |
|---|
| 951 | + | such fingerprints be processed by the Department of Law 638 |
|---|
| 952 | + | Enforcement or the Federal Bureau of Investigation. The 639 |
|---|
| 953 | + | commission, by rule, or the office may require information about 640 |
|---|
| 954 | + | any applicant or person, including: 641 |
|---|
| 955 | + | 1. The applicant's or person's full name and any other 642 |
|---|
| 956 | + | names by which the applicant or person may have been known and 643 |
|---|
| 957 | + | the applicant's or person's age, social security number, 644 |
|---|
| 958 | + | photograph, qualifications, and educational and business 645 |
|---|
| 959 | + | history. 646 |
|---|
| 960 | + | 2. Any injunction or administrative order by a st ate or 647 |
|---|
| 961 | + | federal agency, national securities exchange, or national 648 |
|---|
| 962 | + | securities association involving a security or any aspect of an 649 |
|---|
| 963 | + | intermediary's regulated business and any injunction or 650 |
|---|
| 976 | | - | and federal criminal history background checks and determine 651 |
|---|
| 977 | | - | whether the applicant meets registration requirements. The 652 |
|---|
| 978 | | - | commission may waive, by rule, the requirement that applicants, 653 |
|---|
| 979 | | - | including any direct owners, principals, or indirect own ers, 654 |
|---|
| 980 | | - | which are required to be reported on a form adopted by 655 |
|---|
| 981 | | - | commission rule, submit fingerprints or the requirement that 656 |
|---|
| 982 | | - | such fingerprints be processed by the Department of Law 657 |
|---|
| 983 | | - | Enforcement or the Federal Bureau of Investigation. The 658 |
|---|
| 984 | | - | commission, by rule, or the office may require information about 659 |
|---|
| 985 | | - | any applicant or person, including: 660 |
|---|
| 986 | | - | 1. The applicant's or person's full name and any other 661 |
|---|
| 987 | | - | names by which the applicant or person may have been known and 662 |
|---|
| 988 | | - | the applicant's or person's age, social security number, 663 |
|---|
| 989 | | - | photograph, qualifications, and educational and business 664 |
|---|
| 990 | | - | history. 665 |
|---|
| 991 | | - | 2. Any injunction or administrative order by a state or 666 |
|---|
| 992 | | - | federal agency, national securities exchange, or national 667 |
|---|
| 993 | | - | securities association involving a security or any aspect of an 668 |
|---|
| 994 | | - | intermediary's regulated business and any injunction or 669 |
|---|
| 995 | | - | administrative order by a state or federal agency regulating 670 |
|---|
| 996 | | - | banking, insurance, finance, real estate, mortgage brokers, or 671 |
|---|
| 997 | | - | other related or similar industries, which relate to such 672 |
|---|
| 998 | | - | person. 673 |
|---|
| 999 | | - | 3. The applicant's or person's conviction of, or plea of 674 |
|---|
| 1000 | | - | nolo contendere to, a criminal offense or the applicant's or 675 |
|---|
| 976 | + | administrative order by a state or federal agency regulating 651 |
|---|
| 977 | + | banking, insurance, finance, real estate, mortgage brokers, or 652 |
|---|
| 978 | + | other related or similar industries, which relate to such 653 |
|---|
| 979 | + | person. 654 |
|---|
| 980 | + | 3. The applicant's or person's conviction of, or plea of 655 |
|---|
| 981 | + | nolo contendere to, a criminal offense or the applicant's or 656 |
|---|
| 982 | + | person's commission of any acts that would be grounds for 657 |
|---|
| 983 | + | refusal of an application under s. 517.161. 658 |
|---|
| 984 | + | (c)1. The following natural persons must submit a full set 659 |
|---|
| 985 | + | of fingerprints to the Department of Law Enforcement or to a 660 |
|---|
| 986 | + | vendor, entity, or agency authorized under s. 943 .053(13) for 661 |
|---|
| 987 | + | live-scan processing in accordance with rules adopted by the 662 |
|---|
| 988 | + | commission: 663 |
|---|
| 989 | + | a. A natural person filing with the office an application 664 |
|---|
| 990 | + | for registration as an intermediary. 665 |
|---|
| 991 | + | b. A natural person who holds the title of president, 666 |
|---|
| 992 | + | treasurer, chief executive officer, chief financial officer, 667 |
|---|
| 993 | + | chief operations officer, chief legal officer, chief compliance 668 |
|---|
| 994 | + | officer, or director for an intermediary applicant. 669 |
|---|
| 995 | + | c. A natural person who is a 5 percent or more owner of an 670 |
|---|
| 996 | + | intermediary applicant. 671 |
|---|
| 997 | + | d. With respect to each 5 percent or more owner of an 672 |
|---|
| 998 | + | intermediary applicant that is a corporation, partnership, 673 |
|---|
| 999 | + | trust, or limited liability company, each natural person who is 674 |
|---|
| 1000 | + | a 25 percent or more owner or trustee of such entity, and each 675 |
|---|
| 1013 | | - | person's commission of any acts that would be grounds for 676 |
|---|
| 1014 | | - | refusal of an application under s. 517.161. 677 |
|---|
| 1015 | | - | (c)1. The following natural persons must submit a ful l set 678 |
|---|
| 1016 | | - | of fingerprints to the Department of Law Enforcement or to a 679 |
|---|
| 1017 | | - | vendor, entity, or agency authorized under s. 943.053(13) for 680 |
|---|
| 1018 | | - | live-scan processing in accordance with rules adopted by the 681 |
|---|
| 1019 | | - | commission: 682 |
|---|
| 1020 | | - | a. A natural person who files an application with th e 683 |
|---|
| 1021 | | - | office for registration as an intermediary. 684 |
|---|
| 1022 | | - | b. A natural person who holds the title of president, 685 |
|---|
| 1023 | | - | treasurer, chief executive officer, chief financial officer, 686 |
|---|
| 1024 | | - | chief operations officer, chief legal officer, chief compliance 687 |
|---|
| 1025 | | - | officer, or director for an i ntermediary applicant. 688 |
|---|
| 1026 | | - | c. A natural person who owns at least 5 percent of an 689 |
|---|
| 1027 | | - | intermediary applicant. 690 |
|---|
| 1028 | | - | d. With respect to each owner who owns at least 5 percent 691 |
|---|
| 1029 | | - | of an intermediary applicant that is a corporation, partnership, 692 |
|---|
| 1030 | | - | trust, or limited liability company, each natural person who is 693 |
|---|
| 1031 | | - | a 25 percent or more owner or trustee of such entity, and each 694 |
|---|
| 1032 | | - | natural person who is a 25 percent or more owner or trustee at 695 |
|---|
| 1033 | | - | each level of the chain of ownership up to, but not including, 696 |
|---|
| 1034 | | - | an entity subject to s. 12 or s . 15(d) of the Securities 697 |
|---|
| 1035 | | - | Exchange Act of 1934, as amended. 698 |
|---|
| 1036 | | - | 2. For purposes of this subsection, the term "owner" 699 |
|---|
| 1037 | | - | means: 700 |
|---|
| 1013 | + | natural person who is a 2 5 percent or more owner or trustee at 676 |
|---|
| 1014 | + | each level of the chain of ownership up to, but not including, 677 |
|---|
| 1015 | + | an entity subject to s. 12 or s. 15(d) of the Securities 678 |
|---|
| 1016 | + | Exchange Act of 1934, as amended. 679 |
|---|
| 1017 | + | 2. For purposes of this subsection, the term "owner" 680 |
|---|
| 1018 | + | means: 681 |
|---|
| 1019 | + | a. A shareholder who owns a percentage of a class of 682 |
|---|
| 1020 | + | voting securities of an intermediary applicant, and includes any 683 |
|---|
| 1021 | + | person who owns, beneficially owns, has the right to vote, or 684 |
|---|
| 1022 | + | has the power to sell or direct the sale of, the percentage of a 685 |
|---|
| 1023 | + | class of a voting security of the intermediary applicant 686 |
|---|
| 1024 | + | specified in sub-subparagraph 1.c. or sub -subparagraph 1.d. For 687 |
|---|
| 1025 | + | purposes of this sub -subparagraph, a person beneficially owns 688 |
|---|
| 1026 | + | any securities: 689 |
|---|
| 1027 | + | (I) Owned by the shareholder's child, stepchild, 690 |
|---|
| 1028 | + | grandchild, parent, stepparent, grandparent, spouse, sibling, 691 |
|---|
| 1029 | + | mother-in-law, father-in-law, son-in-law, daughter-in-law, 692 |
|---|
| 1030 | + | brother-in-law, or sister-in-law sharing the same residence; or 693 |
|---|
| 1031 | + | (II) That the shareholder has the right to acquire, within 694 |
|---|
| 1032 | + | 60 days, through the exerc ise of any option, warrant, or right 695 |
|---|
| 1033 | + | to purchase the securities. 696 |
|---|
| 1034 | + | b. A general partner of a partnership, and a limited 697 |
|---|
| 1035 | + | partner of a partnership who has the right to receive upon 698 |
|---|
| 1036 | + | dissolution, or has contributed, a percentage of the capital of 699 |
|---|
| 1037 | + | an intermediary applicant. 700 |
|---|
| 1050 | | - | a. A shareholder who owns a percentage of a class of 701 |
|---|
| 1051 | | - | voting securities of an intermediary applicant, and includes any 702 |
|---|
| 1052 | | - | person who owns, beneficially owns, has the right to vote on, or 703 |
|---|
| 1053 | | - | has the power to sell or direct the sale of, the percentage of a 704 |
|---|
| 1054 | | - | class of a voting security of the intermediary applicant 705 |
|---|
| 1055 | | - | specified in sub-subparagraph 1.c. or sub -subparagraph 1.d. For 706 |
|---|
| 1056 | | - | purposes of this sub-subparagraph, a person beneficially owns 707 |
|---|
| 1057 | | - | any securities: 708 |
|---|
| 1058 | | - | (I) That are owned by the shareholder's child, stepchild, 709 |
|---|
| 1059 | | - | grandchild, parent, stepparent, grandparent, spouse, sibling, 710 |
|---|
| 1060 | | - | mother-in-law, father-in-law, son-in-law, daughter-in-law, 711 |
|---|
| 1061 | | - | brother-in-law, or sister-in-law sharing the same residence; or 712 |
|---|
| 1062 | | - | (II) That the shareholder has the right to acquire, within 713 |
|---|
| 1063 | | - | 60 days, through the exercise of any option, warrant, or right 714 |
|---|
| 1064 | | - | to purchase the securities. 715 |
|---|
| 1065 | | - | b. A general partner of a partnership, and a limited 716 |
|---|
| 1066 | | - | partner of a partnership who has the right to receive upon 717 |
|---|
| 1067 | | - | dissolution, or has contributed, a percentage of the capital of 718 |
|---|
| 1068 | | - | an intermediary applicant. 719 |
|---|
| 1069 | | - | c. A trustee of a trust that owns a percentage of a class 720 |
|---|
| 1070 | | - | of a voting security of an intermediary applica nt, or that has 721 |
|---|
| 1071 | | - | the right to receive upon dissolution, or has contributed, a 722 |
|---|
| 1072 | | - | percentage of the capital of an intermediary applicant. 723 |
|---|
| 1073 | | - | d. A member of a limited liability company who has the 724 |
|---|
| 1074 | | - | right to receive upon dissolution, or has contributed, a 725 |
|---|
| 1050 | + | c. A trustee of a trust that owns a percentage of a class 701 |
|---|
| 1051 | + | of a voting security of an intermediary applicant, or that has 702 |
|---|
| 1052 | + | the right to receive upon dissolution, or has contributed, a 703 |
|---|
| 1053 | + | percentage of the capital of an intermediary applicant. 704 |
|---|
| 1054 | + | d. A member of a limited liability company who has the 705 |
|---|
| 1055 | + | right to receive upon dissolution, or has contributed, a 706 |
|---|
| 1056 | + | percentage of the capital of an intermediary applicant, and all 707 |
|---|
| 1057 | + | limited liability company managers of an intermediary applicant. 708 |
|---|
| 1058 | + | (d) The vendor, entity, or agency authorized under s. 709 |
|---|
| 1059 | + | 943.053(13) to submit fingerprints electronically to the 710 |
|---|
| 1060 | + | Department of Law Enforcement shall submit the fingerprints to 711 |
|---|
| 1061 | + | the department for state processing, and the department shall 712 |
|---|
| 1062 | + | forward the fingerprints to the F ederal Bureau of Investigation 713 |
|---|
| 1063 | + | for national processing. 714 |
|---|
| 1064 | + | (e) Fees for state and federal fingerprint processing 715 |
|---|
| 1065 | + | shall be borne by the person subject to the criminal history 716 |
|---|
| 1066 | + | record check. The state cost for fingerprint processing shall be 717 |
|---|
| 1067 | + | as provided in s. 943.053(3)(e). 718 |
|---|
| 1068 | + | (f) The office shall review the results of the state and 719 |
|---|
| 1069 | + | federal criminal history record checks and determine whether the 720 |
|---|
| 1070 | + | applicant is disqualified from registration. The commission may 721 |
|---|
| 1071 | + | waive by rule the requirement that applicants, includ ing any 722 |
|---|
| 1072 | + | natural persons listed in sub -subparagraphs (c)1.a. -d., submit 723 |
|---|
| 1073 | + | fingerprints or the requirement that such fingerprints be 724 |
|---|
| 1074 | + | processed by the Department of Law Enforcement or the Federal 725 |
|---|
| 1087 | | - | percentage of the capital of an intermediary applicant, and, all 726 |
|---|
| 1088 | | - | limited liability company managers of an intermediary applicant. 727 |
|---|
| 1089 | | - | 3. For purposes of this subsection, the term "shareholder" 728 |
|---|
| 1090 | | - | means a person who owns at least one share of a corporation and 729 |
|---|
| 1091 | | - | whose ownership is reflected in the records of the corporation. 730 |
|---|
| 1092 | | - | (d) The vendor, entity, or agency authorized under s. 731 |
|---|
| 1093 | | - | 943.053(13) to submit fingerprints electronically to the 732 |
|---|
| 1094 | | - | Department of Law Enforcement shall submit the fingerprints to 733 |
|---|
| 1095 | | - | the department for state p rocessing, and the department shall 734 |
|---|
| 1096 | | - | forward the fingerprints to the Federal Bureau of Investigation 735 |
|---|
| 1097 | | - | for national processing. 736 |
|---|
| 1098 | | - | (e) Fees for state and federal fingerprint processing must 737 |
|---|
| 1099 | | - | be borne by the person subject to the criminal history record 738 |
|---|
| 1100 | | - | check. The state cost for fingerprint processing is as provided 739 |
|---|
| 1101 | | - | in s. 943.053(3)(e). 740 |
|---|
| 1102 | | - | (f) The office shall review the results of the state and 741 |
|---|
| 1103 | | - | federal criminal history record checks and determine whether the 742 |
|---|
| 1104 | | - | applicant is disqualified from registration. 743 |
|---|
| 1105 | | - | 1. The commission may waive by rule the requirement that 744 |
|---|
| 1106 | | - | applicants, including any persons listed in sub -subparagraphs 745 |
|---|
| 1107 | | - | (c)1.a.-d., submit fingerprints or the requirement that such 746 |
|---|
| 1108 | | - | fingerprints be processed by the Department of Law Enforcement 747 |
|---|
| 1109 | | - | or the Federal Bureau of Investigation. 748 |
|---|
| 1110 | | - | 2. In waiving a requirement under subparagraph 1., the 749 |
|---|
| 1111 | | - | commission may consider the rules and regulations of the 750 |
|---|
| 1087 | + | Bureau of Investigation. 726 |
|---|
| 1088 | + | (g)(c) The application must be amended within 30 days if 727 |
|---|
| 1089 | + | any information contained in the form becomes inaccurate for any 728 |
|---|
| 1090 | + | reason. 729 |
|---|
| 1091 | + | (h)(d) An intermediary or persons affiliated with the 730 |
|---|
| 1092 | + | intermediary are not subject to any disqualification described 731 |
|---|
| 1093 | + | in s. 517.1611 or Securities and Exchange Com mission Rule 732 |
|---|
| 1094 | + | 506(d), 17 C.F.R. 230.506(d), adopted pursuant to the Securities 733 |
|---|
| 1095 | + | Act of 1933, as amended. Each director, officer, manager or 734 |
|---|
| 1096 | + | managing member, control person of the issuer, any person 735 |
|---|
| 1097 | + | occupying a similar status or performing a similar function, and 736 |
|---|
| 1098 | + | each person holding more than 20 percent of the ownership 737 |
|---|
| 1099 | + | interests of the intermediary is subject to this requirement. 738 |
|---|
| 1100 | + | (i)(e) If the office finds that the applicant has complied 739 |
|---|
| 1101 | + | with the applicable registration provisions of this chapter and 740 |
|---|
| 1102 | + | the rules adopted thereunder, it shall register the applicant. 741 |
|---|
| 1103 | + | The registration of each intermediary expires on December 31 of 742 |
|---|
| 1104 | + | the year the registration became effective unless the registrant 743 |
|---|
| 1105 | + | renews his or her registration on or before that date. 744 |
|---|
| 1106 | + | Registration may be renewed by furnishing such information as 745 |
|---|
| 1107 | + | the commission may require by rule, together with payment of a 746 |
|---|
| 1108 | + | $200 fee and the payment of any amount due to the office 747 |
|---|
| 1109 | + | pursuant to any order of the office or pursuant to any agreement 748 |
|---|
| 1110 | + | with the office. An inte rmediary who has not renewed a 749 |
|---|
| 1111 | + | registration by the time that the current registration expires 750 |
|---|
| 1124 | | - | Securities and Exchange Commission, the model rules and acts of 751 |
|---|
| 1125 | | - | the North American Securities Administrators Association, Inc., 752 |
|---|
| 1126 | | - | and the rules and regulations of the Financial Industry 753 |
|---|
| 1127 | | - | Regulatory Authority. 754 |
|---|
| 1128 | | - | (g)(c) The application must be amended within 30 days if 755 |
|---|
| 1129 | | - | any information contained in the form becomes inaccurate for any 756 |
|---|
| 1130 | | - | reason. 757 |
|---|
| 1131 | | - | (h)(d) An intermediary or persons affi liated with the 758 |
|---|
| 1132 | | - | intermediary are not subject to any disqualification described 759 |
|---|
| 1133 | | - | in s. 517.1611 or Securities and Exchange Commission Rule 760 |
|---|
| 1134 | | - | 506(d), 17 C.F.R. 230.506(d), adopted pursuant to the Securities 761 |
|---|
| 1135 | | - | Act of 1933, as amended. Each director, officer, manag er or 762 |
|---|
| 1136 | | - | managing member, control person of the issuer, any person 763 |
|---|
| 1137 | | - | occupying a similar status or performing a similar function, and 764 |
|---|
| 1138 | | - | each person holding more than 20 percent of the ownership 765 |
|---|
| 1139 | | - | interests of the intermediary is subject to this requirement. 766 |
|---|
| 1140 | | - | (i)(e) If the office finds that the applicant has complied 767 |
|---|
| 1141 | | - | with the applicable registration provisions of this chapter and 768 |
|---|
| 1142 | | - | the rules adopted thereunder, it shall register the applicant. 769 |
|---|
| 1143 | | - | The registration of each intermediary expires on December 31 of 770 |
|---|
| 1144 | | - | the year the registration became effective unless the registrant 771 |
|---|
| 1145 | | - | renews his or her registration on or before that date. 772 |
|---|
| 1146 | | - | Registration may be renewed by furnishing such information as 773 |
|---|
| 1147 | | - | the commission may require by rule, together with payment of a 774 |
|---|
| 1148 | | - | $200 fee and the payme nt of any amount due to the office 775 |
|---|
| 1124 | + | may request reinstatement of such registration by filing with 751 |
|---|
| 1125 | + | the office, on or before January 31 of the year following the 752 |
|---|
| 1126 | + | year of expiration, such information a s required by the 753 |
|---|
| 1127 | + | commission, together with payment of the $200 fee and a late fee 754 |
|---|
| 1128 | + | of $200. Any reinstatement of registration granted by the office 755 |
|---|
| 1129 | + | during the month of January is deemed effective retroactive to 756 |
|---|
| 1130 | + | January 1 of that year. 757 |
|---|
| 1131 | + | (21)(20) The registration requirements of this section do 758 |
|---|
| 1132 | + | not apply to any general lines insurance agent or life insurance 759 |
|---|
| 1133 | + | agent licensed under chapter 626, with regard to the sale of a 760 |
|---|
| 1134 | + | security as defined in s. 517.021(33)(g) s. 517.021(25)(g), if 761 |
|---|
| 1135 | + | the individual is directly authorized by the issuer to offer or 762 |
|---|
| 1136 | + | sell the security on behalf of the issuer and the issuer is a 763 |
|---|
| 1137 | + | federally chartered savings bank subject to regulation by the 764 |
|---|
| 1138 | + | Federal Deposit Insurance Corporation. Actions under this 765 |
|---|
| 1139 | + | subsection constitute activity under the insurance agent's 766 |
|---|
| 1140 | + | license for purposes of ss. 626.611 and 626.621. 767 |
|---|
| 1141 | + | (22)(a)(21)(a) As used in this subsection, the term: 768 |
|---|
| 1142 | + | 1. "Broker" has the same meaning as "dealer" as defined in 769 |
|---|
| 1143 | + | s. 517.021. 770 |
|---|
| 1144 | + | 2. "Business combination related shell company" means a 771 |
|---|
| 1145 | + | shell company that is formed by an entity that is not a shell 772 |
|---|
| 1146 | + | company solely for the purpose of: 773 |
|---|
| 1147 | + | a. Changing the corporate domicile of the entity solely 774 |
|---|
| 1148 | + | within the United States; or 775 |
|---|
| 1161 | | - | pursuant to any order of the office or pursuant to any agreement 776 |
|---|
| 1162 | | - | with the office. An intermediary who has not renewed a 777 |
|---|
| 1163 | | - | registration by the time that the current registration expires 778 |
|---|
| 1164 | | - | may request reinstatement of such regi stration by filing with 779 |
|---|
| 1165 | | - | the office, on or before January 31 of the year following the 780 |
|---|
| 1166 | | - | year of expiration, such information as required by the 781 |
|---|
| 1167 | | - | commission, together with payment of the $200 fee and a late fee 782 |
|---|
| 1168 | | - | of $200. Any reinstatement of registration grante d by the office 783 |
|---|
| 1169 | | - | during the month of January is deemed effective retroactive to 784 |
|---|
| 1170 | | - | January 1 of that year. 785 |
|---|
| 1171 | | - | (21)(20) The registration requirements of this section do 786 |
|---|
| 1172 | | - | not apply to any general lines insurance agent or life insurance 787 |
|---|
| 1173 | | - | agent licensed under chapter 626, with regard to the sale of a 788 |
|---|
| 1174 | | - | security as defined in s. 517.021(33)(g) s. 517.021(25)(g), if 789 |
|---|
| 1175 | | - | the individual is directly authorized by the issuer to offer or 790 |
|---|
| 1176 | | - | sell the security on behalf of the issuer and the issuer is a 791 |
|---|
| 1177 | | - | federally chartered savings bank subject to regulation by the 792 |
|---|
| 1178 | | - | Federal Deposit Insurance Corporation. Actions under this 793 |
|---|
| 1179 | | - | subsection constitute activity under the insurance agent's 794 |
|---|
| 1180 | | - | license for purposes of ss. 626.611 and 626.621. 795 |
|---|
| 1181 | | - | (22)(a)(21)(a) As used in this subsection, the term: 796 |
|---|
| 1182 | | - | 1. "Broker" has the same meaning as "dealer" as defined in 797 |
|---|
| 1183 | | - | s. 517.021. 798 |
|---|
| 1184 | | - | 2. "Business combination related shell company" means a 799 |
|---|
| 1185 | | - | shell company that is formed by an entity that is not a shell 800 |
|---|
| 1161 | + | b. Completing a business combination transaction, as 776 |
|---|
| 1162 | + | defined in 17 C.F.R. s. 230.165(f), among one or more entities 777 |
|---|
| 1163 | + | other than the company itself, none of which is a shell company. 778 |
|---|
| 1164 | + | 3.2. "Control person" means a person an individual or 779 |
|---|
| 1165 | + | entity that possesses the power, directly or indirectly, to 780 |
|---|
| 1166 | + | direct the management or po licies of a company through ownership 781 |
|---|
| 1167 | + | of securities, by contract, or otherwise. A person is presumed 782 |
|---|
| 1168 | + | to be a control person of a company if, upon completion of a 783 |
|---|
| 1169 | + | transaction, the buyer or group of buyers with respect to a 784 |
|---|
| 1170 | + | particular company, the person : 785 |
|---|
| 1171 | + | a. Is a director, a general partner, a member, or a 786 |
|---|
| 1172 | + | manager of a limited liability company, or is an officer who 787 |
|---|
| 1173 | + | exercises executive responsibility or has a similar status or 788 |
|---|
| 1174 | + | function; 789 |
|---|
| 1175 | + | a.b. Has the power to vote 25 20 percent or more of a 790 |
|---|
| 1176 | + | class of voting securities or has the power to sell or direct 791 |
|---|
| 1177 | + | the sale of 25 20 percent or more of a class of voting 792 |
|---|
| 1178 | + | securities; or 793 |
|---|
| 1179 | + | b.c. In the case of a partnership or limited liability 794 |
|---|
| 1180 | + | company, may receive upon dissolution, or has contributed, 25 20 795 |
|---|
| 1181 | + | percent or more of the capital. 796 |
|---|
| 1182 | + | 4.3. "Eligible privately held company" means a privately 797 |
|---|
| 1183 | + | held company that meets all of the following conditions: 798 |
|---|
| 1184 | + | a. The company does not have any class of securities which 799 |
|---|
| 1185 | + | is registered, or which is required to be registered, with the 800 |
|---|
| 1198 | | - | company solely for the purpose of: 801 |
|---|
| 1199 | | - | a. Changing the corporate domic ile of the entity solely 802 |
|---|
| 1200 | | - | within the United States; or 803 |
|---|
| 1201 | | - | b. Completing a business combination transaction, as 804 |
|---|
| 1202 | | - | defined in 17 C.F.R. s. 230.165(f), among one or more entities 805 |
|---|
| 1203 | | - | other than the company itself, none of which is a shell company. 806 |
|---|
| 1204 | | - | 3.2. "Control person" means a person an individual or 807 |
|---|
| 1205 | | - | entity that possesses the power, directly or indirectly, to 808 |
|---|
| 1206 | | - | direct the management or policies of a company through ownership 809 |
|---|
| 1207 | | - | of securities, by contract, or otherwise. A person is presumed 810 |
|---|
| 1208 | | - | to be a control person of a company if, upon completion of a 811 |
|---|
| 1209 | | - | transaction, the buyer or group of buyers with respect to a 812 |
|---|
| 1210 | | - | particular company, the person : 813 |
|---|
| 1211 | | - | a. Is a director, a general partner, a member, or a 814 |
|---|
| 1212 | | - | manager of a limited liability company, or is an officer who 815 |
|---|
| 1213 | | - | exercises executive responsibility or has a similar status or 816 |
|---|
| 1214 | | - | function; 817 |
|---|
| 1215 | | - | a.b. Has the power to vote 25 20 percent or more of a 818 |
|---|
| 1216 | | - | class of voting securities or has the power to sell or direct 819 |
|---|
| 1217 | | - | the sale of 25 20 percent or more of a class of voting 820 |
|---|
| 1218 | | - | securities; or 821 |
|---|
| 1219 | | - | b.c. In the case of a partnership or limited liability 822 |
|---|
| 1220 | | - | company, may receive upon dissolution, or has contributed, 25 20 823 |
|---|
| 1221 | | - | percent or more of the capital. 824 |
|---|
| 1222 | | - | 4.3. "Eligible privately held company" means a privately 825 |
|---|
| 1198 | + | United States Securities and Exchange Commission under the 801 |
|---|
| 1199 | + | Securities Exchange Act of 1934, 15 U.S.C. ss. 78a et seq., as 802 |
|---|
| 1200 | + | amended, or with the office under s. 517.07, or for which the 803 |
|---|
| 1201 | + | company files, or is required to fil e, summary and periodic 804 |
|---|
| 1202 | + | information, documents, and reports under s. 15(d) of the 805 |
|---|
| 1203 | + | Securities Exchange Act of 1934, 15 U.S.C. s. 78o(d) , as 806 |
|---|
| 1204 | + | amended. 807 |
|---|
| 1205 | + | b. In the fiscal year immediately preceding the fiscal 808 |
|---|
| 1206 | + | year during which the merger and acquisition broker begins to 809 |
|---|
| 1207 | + | provide services for the securities transaction, the company, in 810 |
|---|
| 1208 | + | accordance with its historical financial accounting records, has 811 |
|---|
| 1209 | + | earnings before interest, taxes, depreciation, and amortization 812 |
|---|
| 1210 | + | of less than $25 million or has gross revenues of l ess than $250 813 |
|---|
| 1211 | + | million. On July 1, 2021, and every 5 years thereafter, each 814 |
|---|
| 1212 | + | dollar amount in this sub -subparagraph shall be adjusted by 815 |
|---|
| 1213 | + | dividing the annual value of the Employment Cost Index for wages 816 |
|---|
| 1214 | + | and salaries for private industry workers, or any succes sor 817 |
|---|
| 1215 | + | index, as published by the Bureau of Labor Statistics, for the 818 |
|---|
| 1216 | + | calendar year preceding the calendar year in which the 819 |
|---|
| 1217 | + | adjustment is being made, by the annual value of such index or 820 |
|---|
| 1218 | + | successor index for the calendar year ending December 31, 2020 821 |
|---|
| 1219 | + | 2012, and multiplying such dollar amount by the quotient 822 |
|---|
| 1220 | + | obtained. Each dollar amount determined under this sub -823 |
|---|
| 1221 | + | subparagraph shall be rounded to the nearest multiple of 824 |
|---|
| 1222 | + | $100,000. The commission may by rule modify the dollar figures 825 |
|---|
| 1235 | | - | held company that meets all of the following conditions: 826 |
|---|
| 1236 | | - | a. The company does not have any class of securities which 827 |
|---|
| 1237 | | - | is registered, or which is required to be registered, with the 828 |
|---|
| 1238 | | - | United States Securities and Exchange Commission under the 829 |
|---|
| 1239 | | - | Securities Exchange Act of 1934, 15 U.S.C. ss. 78a et seq., as 830 |
|---|
| 1240 | | - | amended, or with the office under s. 517.07, or for wh ich the 831 |
|---|
| 1241 | | - | company files, or is required to file, summary and periodic 832 |
|---|
| 1242 | | - | information, documents, and reports under s. 15(d) of the 833 |
|---|
| 1243 | | - | Securities Exchange Act of 1934, 15 U.S.C. s. 78o(d) , as 834 |
|---|
| 1244 | | - | amended. 835 |
|---|
| 1245 | | - | b. In the fiscal year immediately preceding the fiscal 836 |
|---|
| 1246 | | - | year during which the merger and acquisition broker begins to 837 |
|---|
| 1247 | | - | provide services for the securities transaction, the company, in 838 |
|---|
| 1248 | | - | accordance with its historical financial accounting records, has 839 |
|---|
| 1249 | | - | earnings before interest, taxes, depreciation, and amortization 840 |
|---|
| 1250 | | - | of less than $25 million or has gross revenues of less than $250 841 |
|---|
| 1251 | | - | million. On July 1, 2021, and every 5 years thereafter, each 842 |
|---|
| 1252 | | - | dollar amount in this sub -subparagraph shall be adjusted by 843 |
|---|
| 1253 | | - | dividing the annual value of the Employment Cost Index for wages 844 |
|---|
| 1254 | | - | and salaries for private industry workers, or any successor 845 |
|---|
| 1255 | | - | index, as published by the Bureau of Labor Statistics, for the 846 |
|---|
| 1256 | | - | calendar year preceding the calendar year in which the 847 |
|---|
| 1257 | | - | adjustment is being made, by the annual value of such index or 848 |
|---|
| 1258 | | - | successor index for the cal endar year ending December 31, 2020 849 |
|---|
| 1259 | | - | 2012, and multiplying such dollar amount by the quotient 850 |
|---|
| 1235 | + | if the commission determines tha t such a modification is 826 |
|---|
| 1236 | + | necessary or appropriate in the public interest or for the 827 |
|---|
| 1237 | + | protection of investors. 828 |
|---|
| 1238 | + | 5.4. "Merger and acquisition broker" means a any broker 829 |
|---|
| 1239 | + | and any person associated with a broker engaged in the business 830 |
|---|
| 1240 | + | of effecting securities t ransactions solely in connection with 831 |
|---|
| 1241 | + | the transfer of ownership of an eligible privately held company, 832 |
|---|
| 1242 | + | regardless of whether the that broker acts on behalf of a seller 833 |
|---|
| 1243 | + | or buyer, through the purchase, sale, exchange, issuance, 834 |
|---|
| 1244 | + | repurchase, or redemption of, or a business combination 835 |
|---|
| 1245 | + | involving, securities or assets of the eligible privately held 836 |
|---|
| 1246 | + | company. 837 |
|---|
| 1247 | + | 6.5. "Public Shell company" means a company that at the 838 |
|---|
| 1248 | + | time of a transaction with an eligible privately held company: 839 |
|---|
| 1249 | + | a. Has any class of securities whic h is registered, or 840 |
|---|
| 1250 | + | which is required to be registered, with the United States 841 |
|---|
| 1251 | + | Securities and Exchange Commission under the Securities Exchange 842 |
|---|
| 1252 | + | Act of 1934, 15 U.S.C. ss. 78a et seq., or with the office under 843 |
|---|
| 1253 | + | s. 517.07, or for which the company files, or i s required to 844 |
|---|
| 1254 | + | file, summary and periodic information, documents, and reports 845 |
|---|
| 1255 | + | under s. 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. 846 |
|---|
| 1256 | + | s. 78o(d); 847 |
|---|
| 1257 | + | a.b. Has nominal or no operations .; and 848 |
|---|
| 1258 | + | b.c. Has nominal assets or no assets, assets consisting 849 |
|---|
| 1259 | + | solely of cash and cash equivalents, or assets consisting of any 850 |
|---|
| 1272 | | - | obtained. Each dollar amount determined under this sub -851 |
|---|
| 1273 | | - | subparagraph must shall be rounded to the nearest multiple of 852 |
|---|
| 1274 | | - | $100,000 and adopted by commission rule . 853 |
|---|
| 1275 | | - | 5.4. "Merger and acquisition broker" means a any broker 854 |
|---|
| 1276 | | - | and any person associated with a broker engaged in the business 855 |
|---|
| 1277 | | - | of effecting securities transactions solely in connection with 856 |
|---|
| 1278 | | - | the transfer of ownership of an eligible privately held company, 857 |
|---|
| 1279 | | - | regardless of whether the that broker acts on behalf of a seller 858 |
|---|
| 1280 | | - | or buyer, through the purchase, sale, exchange, issuance, 859 |
|---|
| 1281 | | - | repurchase, or redemption of, or a business combination 860 |
|---|
| 1282 | | - | involving, securities or assets of the eligible privately held 861 |
|---|
| 1283 | | - | company. 862 |
|---|
| 1284 | | - | 6.5. "Public Shell company" means a company that at the 863 |
|---|
| 1285 | | - | time of a transaction with an eligible privately held company: 864 |
|---|
| 1286 | | - | a. Has any class of securities which is registered, or 865 |
|---|
| 1287 | | - | which is required to be registered, with the United States 866 |
|---|
| 1288 | | - | Securities and Exchange Commission under the Securities Exchange 867 |
|---|
| 1289 | | - | Act of 1934, 15 U.S.C. ss. 78a et seq., or with the office under 868 |
|---|
| 1290 | | - | s. 517.07, or for which the company files, or is required to 869 |
|---|
| 1291 | | - | file, summary and periodic information, documents, and reports 870 |
|---|
| 1292 | | - | under s. 15(d) of the Securities Exch ange Act of 1934, 15 U.S.C. 871 |
|---|
| 1293 | | - | s. 78o(d); 872 |
|---|
| 1294 | | - | a.b. Has nominal or no operations .; and 873 |
|---|
| 1295 | | - | b.c. Has nominal assets or no assets, assets consisting 874 |
|---|
| 1296 | | - | solely of cash and cash equivalents, or assets consisting of any 875 |
|---|
| 1272 | + | amount of cash and cash equivalents and nominal other assets. 851 |
|---|
| 1273 | + | (b) Prior to the completion of any securities transaction 852 |
|---|
| 1274 | + | described in s. 517.061(7), a merger and acquisition broker must 853 |
|---|
| 1275 | + | receive written assurances from the control person with the 854 |
|---|
| 1276 | + | largest percentage of ownership for both the buyer and seller 855 |
|---|
| 1277 | + | engaged in the transaction that: 856 |
|---|
| 1278 | + | 1. After the transaction is completed, any person who 857 |
|---|
| 1279 | + | acquires securities or assets of the eligible privat ely held 858 |
|---|
| 1280 | + | company, acting alone or in concert, will be a control person of 859 |
|---|
| 1281 | + | the eligible privately held company or will be a control person 860 |
|---|
| 1282 | + | for the business conducted with the assets of the eligible 861 |
|---|
| 1283 | + | privately held company .; and 862 |
|---|
| 1284 | + | 2. After the transaction is completed, any person who 863 |
|---|
| 1285 | + | acquires securities or assets of the eligible privately held 864 |
|---|
| 1286 | + | company, acting alone or in concert, will be active in the 865 |
|---|
| 1287 | + | management of the eligible privately held company or the 866 |
|---|
| 1288 | + | business conducted with the assets of the eligible pr ivately 867 |
|---|
| 1289 | + | held company, and active in the management of the assets of the 868 |
|---|
| 1290 | + | eligible privately held company, by engaging in acts and 869 |
|---|
| 1291 | + | activities that include, but are not limited to, the following: 870 |
|---|
| 1292 | + | a. Electing executive officers. 871 |
|---|
| 1293 | + | b. Approving the annual bud get. 872 |
|---|
| 1294 | + | c. Serving as an executive or other executive manager. 873 |
|---|
| 1295 | + | d. Carrying out such other activities as the commission 874 |
|---|
| 1296 | + | may by rule determine to be in the public interest. 875 |
|---|
| 1309 | | - | amount of cash and cash equivalents and nominal othe r assets. 876 |
|---|
| 1310 | | - | (b) Prior to the completion of any securities transaction 877 |
|---|
| 1311 | | - | described in s. 517.061(7), a merger and acquisition broker must 878 |
|---|
| 1312 | | - | receive written assurances from the control person with the 879 |
|---|
| 1313 | | - | largest percentage of ownership for both the buyer and seller 880 |
|---|
| 1314 | | - | engaged in the transaction that: 881 |
|---|
| 1315 | | - | 1. After the transaction is completed, any person who 882 |
|---|
| 1316 | | - | acquires securities or assets of the eligible privately held 883 |
|---|
| 1317 | | - | company, acting alone or in concert, will be a control person of 884 |
|---|
| 1318 | | - | the eligible privately held company or w ill be a control person 885 |
|---|
| 1319 | | - | for the business conducted with the assets of the eligible 886 |
|---|
| 1320 | | - | privately held company .; and 887 |
|---|
| 1321 | | - | 2. After the transaction is completed, any person who 888 |
|---|
| 1322 | | - | acquires securities or assets of the eligible privately held 889 |
|---|
| 1323 | | - | company, acting alone or in concert, will be deemed to be active 890 |
|---|
| 1324 | | - | in the management of the eligible privately held company or the 891 |
|---|
| 1325 | | - | business conducted with the assets of the eligible privately 892 |
|---|
| 1326 | | - | held company, and active in the management of the assets of the 893 |
|---|
| 1327 | | - | eligible privately held compa ny, if he or she engages in any of 894 |
|---|
| 1328 | | - | the following acts or activities: 895 |
|---|
| 1329 | | - | a. Electing executive officers. 896 |
|---|
| 1330 | | - | b. Approving the annual budget. 897 |
|---|
| 1331 | | - | c. Serving as an executive or other executive manager. 898 |
|---|
| 1332 | | - | d. Carrying out such other activities as the commission 899 |
|---|
| 1333 | | - | may by rule determine to be in the public interest. 900 |
|---|
| 1309 | + | 3.2. If any person is offered securities in exchange for 876 |
|---|
| 1310 | + | securities or assets of t he eligible privately held company, 877 |
|---|
| 1311 | + | such person will, before becoming legally bound to complete the 878 |
|---|
| 1312 | + | transaction, receive or be given reasonable access to the most 879 |
|---|
| 1313 | + | recent year-end financial statements of the issuer of the 880 |
|---|
| 1314 | + | securities offered in exchange. The most recent year-end 881 |
|---|
| 1315 | + | financial statements shall be customarily prepared by the 882 |
|---|
| 1316 | + | issuer's management in the normal course of operations. If the 883 |
|---|
| 1317 | + | financial statements of the issuer are audited, reviewed, or 884 |
|---|
| 1318 | + | compiled, the most recent year -end financial stateme nts must 885 |
|---|
| 1319 | + | include any related statement by the independent certified 886 |
|---|
| 1320 | + | public accountant; a balance sheet dated not more than 120 days 887 |
|---|
| 1321 | + | before the date of the exchange offer; and information 888 |
|---|
| 1322 | + | pertaining to the management, business, results of operations 889 |
|---|
| 1323 | + | for the period covered by the foregoing financial statements, 890 |
|---|
| 1324 | + | and material loss contingencies of the issuer. 891 |
|---|
| 1325 | + | (c) A merger and acquisition broker engaged in a 892 |
|---|
| 1326 | + | transaction exempt under s. 517.061(7) is exempt from 893 |
|---|
| 1327 | + | registration under this section unless the merger and 894 |
|---|
| 1328 | + | acquisition broker: 895 |
|---|
| 1329 | + | 1. Directly or indirectly, in connection with the transfer 896 |
|---|
| 1330 | + | of ownership of an eligible privately held company, receives, 897 |
|---|
| 1331 | + | holds, transmits, or has custody of the funds or securities to 898 |
|---|
| 1332 | + | be exchanged by the parties to the transactio n; 899 |
|---|
| 1333 | + | 2. Engages on behalf of an issuer in a public offering of 900 |
|---|
| 1346 | | - | 3.2. If any person is offered securities in exchange for 901 |
|---|
| 1347 | | - | securities or assets of the eligible privately held company, 902 |
|---|
| 1348 | | - | such person will, before becoming legally bound to complete the 903 |
|---|
| 1349 | | - | transaction, receive or be given reasonable access to the most 904 |
|---|
| 1350 | | - | recent year-end financial statements of the issuer of the 905 |
|---|
| 1351 | | - | securities offered in exchange. The most recent year -end 906 |
|---|
| 1352 | | - | financial statements shall be customarily prepared by the 907 |
|---|
| 1353 | | - | issuer's management in the normal course of operations. If the 908 |
|---|
| 1354 | | - | financial statements of the issuer are audited, reviewed, or 909 |
|---|
| 1355 | | - | compiled, the most recent year -end financial statements must 910 |
|---|
| 1356 | | - | include any related statement by the independent certified 911 |
|---|
| 1357 | | - | public accountant; a balance sheet dated not more than 120 days 912 |
|---|
| 1358 | | - | before the date of the exchange offer; and in formation 913 |
|---|
| 1359 | | - | pertaining to the management, business, results of operations 914 |
|---|
| 1360 | | - | for the period covered by the foregoing financial statements, 915 |
|---|
| 1361 | | - | and material loss contingencies of the issuer. 916 |
|---|
| 1362 | | - | (c) A merger and acquisition broker engaged in a 917 |
|---|
| 1363 | | - | transaction exempt under s. 517.061(7) is exempt from 918 |
|---|
| 1364 | | - | registration under this section unless the merger and 919 |
|---|
| 1365 | | - | acquisition broker: 920 |
|---|
| 1366 | | - | 1. Directly or indirectly, in connection with the transfer 921 |
|---|
| 1367 | | - | of ownership of an eligible privately held company, receives, 922 |
|---|
| 1368 | | - | holds, transmits, or has cust ody of the funds or securities to 923 |
|---|
| 1369 | | - | be exchanged by the parties to the transaction; 924 |
|---|
| 1370 | | - | 2. Engages on behalf of an issuer in a public offering of 925 |
|---|
| 1346 | + | any class of securities which is registered, or which is 901 |
|---|
| 1347 | + | required to be registered, with the United States Securities and 902 |
|---|
| 1348 | + | Exchange Commission under the Securities Exchange Act of 1934, 903 |
|---|
| 1349 | + | 15 U.S.C. ss. 78a et seq., as amended, or with the office under 904 |
|---|
| 1350 | + | s. 517.07; or for which the issuer files, or is required to 905 |
|---|
| 1351 | + | file, periodic information, documents, and reports under s. 906 |
|---|
| 1352 | + | 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. s. 907 |
|---|
| 1353 | + | 78o(d), as amended; 908 |
|---|
| 1354 | + | 3. Engages on behalf of any party in a transaction 909 |
|---|
| 1355 | + | involving a public shell company, other than a business 910 |
|---|
| 1356 | + | combination related shell company ; 911 |
|---|
| 1357 | + | 4. Directly, or indirectly through any of its affiliates, 912 |
|---|
| 1358 | + | provides financing related to the transfer of ownersh ip of an 913 |
|---|
| 1359 | + | eligible privately held company; 914 |
|---|
| 1360 | + | 5. Assists any party to obtain financing from an 915 |
|---|
| 1361 | + | unaffiliated third party without: 916 |
|---|
| 1362 | + | a. Complying with all other applicable laws in connection 917 |
|---|
| 1363 | + | with such assistance, including, if applicable, Regulation T 918 |
|---|
| 1364 | + | under 12 C.F.R. ss. 220 et seq., as amended; and 919 |
|---|
| 1365 | + | b. Disclosing any compensation in writing to the party; 920 |
|---|
| 1366 | + | 6. Represents both the buyer and the seller in the same 921 |
|---|
| 1367 | + | transaction without providing clear written disclosure as to the 922 |
|---|
| 1368 | + | parties the broker represents and obtaining written consent from 923 |
|---|
| 1369 | + | both parties to the joint representation; 924 |
|---|
| 1370 | + | 7. Facilitates a transaction with a group of buyers formed 925 |
|---|
| 1383 | | - | any class of securities which is registered, or which is 926 |
|---|
| 1384 | | - | required to be registered, with the United States Securities and 927 |
|---|
| 1385 | | - | Exchange Commission under the Securities Exchange Act of 1934, 928 |
|---|
| 1386 | | - | 15 U.S.C. ss. 78a et seq., as amended, or with the office under 929 |
|---|
| 1387 | | - | s. 517.07; or for which the issuer files, or is required to 930 |
|---|
| 1388 | | - | file, periodic information, documents, and reports un der s. 931 |
|---|
| 1389 | | - | 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. s. 932 |
|---|
| 1390 | | - | 78o(d), as amended; 933 |
|---|
| 1391 | | - | 3. Engages on behalf of any party in a transaction 934 |
|---|
| 1392 | | - | involving a public shell company, other than a business 935 |
|---|
| 1393 | | - | combination related shell company ; 936 |
|---|
| 1394 | | - | 4. Directly, or indirect ly through any of its affiliates, 937 |
|---|
| 1395 | | - | provides financing related to the transfer of ownership of an 938 |
|---|
| 1396 | | - | eligible privately held company; 939 |
|---|
| 1397 | | - | 5. Assists any party to obtain financing from an 940 |
|---|
| 1398 | | - | unaffiliated third party without: 941 |
|---|
| 1399 | | - | a. Complying with all other applicable l aws in connection 942 |
|---|
| 1400 | | - | with such assistance, including, if applicable, Regulation T 943 |
|---|
| 1401 | | - | under 12 C.F.R. ss. 220 et seq., as amended; and 944 |
|---|
| 1402 | | - | b. Disclosing any compensation in writing to the party; 945 |
|---|
| 1403 | | - | 6. Represents both the buyer and the seller in the same 946 |
|---|
| 1404 | | - | transaction without providing clear written disclosure as to the 947 |
|---|
| 1405 | | - | parties the broker represents and obtaining written consent from 948 |
|---|
| 1406 | | - | both parties to the joint representation; 949 |
|---|
| 1407 | | - | 7. Facilitates a transaction with a group of buyers formed 950 |
|---|
| 1383 | + | with the assistance of the Merger and Acquisition Broker to 926 |
|---|
| 1384 | + | acquire the eligible privately held company; 927 |
|---|
| 1385 | + | 8. Engages in a transaction involving the transfer of 928 |
|---|
| 1386 | + | ownership of an eligible privately held company to a passive 929 |
|---|
| 1387 | + | buyer or group of passive buyers; 930 |
|---|
| 1388 | + | 9. Binds a party to a transfer of ownership of an eligible 931 |
|---|
| 1389 | + | privately held company; or 932 |
|---|
| 1390 | + | 10. Is subject to, or an officer , director, member, 933 |
|---|
| 1391 | + | manager, partner, or employee of the broker is subject to, the 934 |
|---|
| 1392 | + | following disciplinary actions: 935 |
|---|
| 1393 | + | a. Has been barred from association with a broker or 936 |
|---|
| 1394 | + | dealer by the Securities and Exchange Commission, any state, or 937 |
|---|
| 1395 | + | any self-regulatory organization; or 938 |
|---|
| 1396 | + | b. Is suspended from association with a broker or dealer. 939 |
|---|
| 1397 | + | 4. Is subject to a suspension or revocation of 940 |
|---|
| 1398 | + | registration under s. 15(b)(4) of the Securities Exchange Act of 941 |
|---|
| 1399 | + | 1934, 15 U.S.C. s. 78o(b)(4); 942 |
|---|
| 1400 | + | 5. Is subject to a statutory disqua lification described in 943 |
|---|
| 1401 | + | s. 3(a)(39) of the Securities Exchange Act of 1934, 15 U.S.C. s. 944 |
|---|
| 1402 | + | 78c(a)(39); 945 |
|---|
| 1403 | + | 6. Is subject to a disqualification under the United 946 |
|---|
| 1404 | + | States Securities and Exchange Commission Rule 506(d), 17 C.F.R. 947 |
|---|
| 1405 | + | s. 230.506(d); or 948 |
|---|
| 1406 | + | 7. Is subject to a final order described in s. 15(b)(4)(H) 949 |
|---|
| 1407 | + | of the Securities Exchange Act of 1934, 15 U.S.C. s. 950 |
|---|
| 1420 | | - | with the assistance of the merger a nd acquisition broker to 951 |
|---|
| 1421 | | - | acquire the eligible privately held company; 952 |
|---|
| 1422 | | - | 8. Engages in a transaction involving the transfer of 953 |
|---|
| 1423 | | - | ownership of an eligible privately held company to a passive 954 |
|---|
| 1424 | | - | buyer or group of passive buyers; 955 |
|---|
| 1425 | | - | 9. Binds a party to a transfer of ownership of an eligible 956 |
|---|
| 1426 | | - | privately held company; or 957 |
|---|
| 1427 | | - | 10. Is subject to, or an officer, director, member, 958 |
|---|
| 1428 | | - | manager, partner, or employee of the broker is subject to, the 959 |
|---|
| 1429 | | - | following disciplinary actions: 960 |
|---|
| 1430 | | - | a. Has been barred from association with a broker or 961 |
|---|
| 1431 | | - | dealer by the Securities and Exchange Commission, any state, or 962 |
|---|
| 1432 | | - | any self-regulatory organization; or 963 |
|---|
| 1433 | | - | b. Is suspended from association with a broker or dealer. 964 |
|---|
| 1434 | | - | 4. Is subject to a suspension or revocation of 965 |
|---|
| 1435 | | - | registration under s. 15(b)(4) of the Securit ies Exchange Act of 966 |
|---|
| 1436 | | - | 1934, 15 U.S.C. s. 78o(b)(4); 967 |
|---|
| 1437 | | - | 5. Is subject to a statutory disqualification described in 968 |
|---|
| 1438 | | - | s. 3(a)(39) of the Securities Exchange Act of 1934, 15 U.S.C. s. 969 |
|---|
| 1439 | | - | 78c(a)(39); 970 |
|---|
| 1440 | | - | 6. Is subject to a disqualification under the United 971 |
|---|
| 1441 | | - | States Securities and Exchange Commission Rule 506(d), 17 C.F.R. 972 |
|---|
| 1442 | | - | s. 230.506(d); or 973 |
|---|
| 1443 | | - | 7. Is subject to a final order described in s. 15(b)(4)(H) 974 |
|---|
| 1444 | | - | of the Securities Exchange Act of 1934, 15 U.S.C. s. 975 |
|---|
| 1420 | + | 78o(b)(4)(H). 951 |
|---|
| 1421 | + | Section 9. Subsection (1), paragraph (a) of subsection 952 |
|---|
| 1422 | + | (2), and subsections (3) and (5) of section 517.131, Florida 953 |
|---|
| 1423 | + | Statutes, are amended to read: 954 |
|---|
| 1424 | + | 517.131 Securities Guaranty Fund. — 955 |
|---|
| 1425 | + | (1) As used in this section, the term : 956 |
|---|
| 1426 | + | (a) "Final judgment" includes an arbitration award 957 |
|---|
| 1427 | + | confirmed by a court of competent jurisdiction. 958 |
|---|
| 1428 | + | (b) "Restitution order" means a court order awarding a 959 |
|---|
| 1429 | + | specified monetary amount to a named aggrieved person for a 960 |
|---|
| 1430 | + | violation of s. 517.07 or s. 517.301 to be paid by a named 961 |
|---|
| 1431 | + | violator. 962 |
|---|
| 1432 | + | (2)(a) The Chief Financial Officer shall establish a 963 |
|---|
| 1433 | + | Securities Guaranty Fund to provide monetary relief to victims 964 |
|---|
| 1434 | + | of securities violatio ns under this chapter who are entitled to 965 |
|---|
| 1435 | + | monetary damages or restitution and cannot recover the full 966 |
|---|
| 1436 | + | amount of such monetary damages or restitution from the 967 |
|---|
| 1437 | + | wrongdoer. An amount not exceeding 20 percent of all revenues 968 |
|---|
| 1438 | + | received as assessment fees pursuant to s. 517.12(10) and (11) 969 |
|---|
| 1439 | + | s. 517.12(9) and (10) for dealers and investment advisers or s. 970 |
|---|
| 1440 | + | 517.1201 for federal covered advisers and an amount not 971 |
|---|
| 1441 | + | exceeding 10 percent of all revenues received as assessment fees 972 |
|---|
| 1442 | + | pursuant to s. 517.12(10) and (11) s. 517.12(9) and (10) for 973 |
|---|
| 1443 | + | associated persons must be part of the regular registration 974 |
|---|
| 1444 | + | license fee and must be transferred to or deposited in the 975 |
|---|
| 1457 | | - | 78o(b)(4)(H). 976 |
|---|
| 1458 | | - | Section 9. Subsection (1), paragraph (a) of subsection 977 |
|---|
| 1459 | | - | (2), and subsections (3) and (5) of section 517.131, Florida 978 |
|---|
| 1460 | | - | Statutes, are amended to read: 979 |
|---|
| 1461 | | - | 517.131 Securities Guaranty Fund. — 980 |
|---|
| 1462 | | - | (1) As used in this section, the term : 981 |
|---|
| 1463 | | - | (a) "Final judgment" includes an arbitration award 982 |
|---|
| 1464 | | - | confirmed by a court of compete nt jurisdiction. 983 |
|---|
| 1465 | | - | (b) "Restitution order" means a court order awarding a 984 |
|---|
| 1466 | | - | specified monetary amount to a named aggrieved person for a 985 |
|---|
| 1467 | | - | violation of s. 517.07 or s. 517.301 to be paid by a named 986 |
|---|
| 1468 | | - | violator. 987 |
|---|
| 1469 | | - | (2)(a) The Chief Financial Officer shall establish a 988 |
|---|
| 1470 | | - | Securities Guaranty Fund to provide monetary relief to victims 989 |
|---|
| 1471 | | - | of securities violations under this chapter who are entitled to 990 |
|---|
| 1472 | | - | monetary damages or restitution and cannot recover the full 991 |
|---|
| 1473 | | - | amount of such monetary damages or restitution from the 992 |
|---|
| 1474 | | - | wrongdoer. An amount not exceeding 20 percent of all revenues 993 |
|---|
| 1475 | | - | received as assessment fees pursuant to s. 517.12(10) and (11) 994 |
|---|
| 1476 | | - | s. 517.12(9) and (10) for dealers and investment advisers or s. 995 |
|---|
| 1477 | | - | 517.1201 for federal covered advisers and an amount not 996 |
|---|
| 1478 | | - | exceeding 10 percent o f all revenues received as assessment fees 997 |
|---|
| 1479 | | - | pursuant to s. 517.12(10) and (11) s. 517.12(9) and (10) for 998 |
|---|
| 1480 | | - | associated persons must be part of the regular registration 999 |
|---|
| 1481 | | - | license fee and must be transferred to or deposited in the 1000 |
|---|
| 1457 | + | Securities Guaranty Fund. 976 |
|---|
| 1458 | + | (3) A person is eligible for payment from the Securities 977 |
|---|
| 1459 | + | Guaranty Fund if the person: 978 |
|---|
| 1460 | + | (a)1. Is a judgment creditor in Holds an unsatisfied final 979 |
|---|
| 1461 | + | judgment or a named beneficiary or victim in an unsatisfied 980 |
|---|
| 1462 | + | restitution order entered on or after October 1, 2024, in which 981 |
|---|
| 1463 | + | a wrongdoer was found to have violated s. 517.07 or s. 517.301; 982 |
|---|
| 1464 | + | 2. Has applied any amount recovered from the judgment 983 |
|---|
| 1465 | + | debtor, a person ordered to pay restitution, or any other source 984 |
|---|
| 1466 | + | to the damages awarded in a final judgment or restitution order 985 |
|---|
| 1467 | + | by the court or arbitrator ; and 986 |
|---|
| 1468 | + | 3. Is a natural person who was a resident of this state, 987 |
|---|
| 1469 | + | or is a business entity that was domiciled in this state, at the 988 |
|---|
| 1470 | + | time of the violation of s. 517.07 or s. 517.301; or 989 |
|---|
| 1471 | + | (b) Is a receiver appointed pursuant to s. 517.191(2) by a 990 |
|---|
| 1472 | + | court of competent jurisdiction for a wrongdoer ordered to pay 991 |
|---|
| 1473 | + | restitution under s. 517.191(3) as a result of a violation of s. 992 |
|---|
| 1474 | + | 517.07 or s. 517.301 which has requested payment from the 993 |
|---|
| 1475 | + | Securities Guaranty Fund on behalf of a person eligible for 994 |
|---|
| 1476 | + | payment under paragraph (a). 995 |
|---|
| 1477 | + | 996 |
|---|
| 1478 | + | If a person holds an unsatisfied final judgment or restitution 997 |
|---|
| 1479 | + | order entered before October 1, 2024, in which a wrongdoer was 998 |
|---|
| 1480 | + | found to have violated s. 517.07 or s. 517.301, such person's 999 |
|---|
| 1481 | + | claim for payment from the Securities Guaranty Fund shall be 1000 |
|---|
| 1494 | | - | Securities Guaranty Fund. 1001 |
|---|
| 1495 | | - | (3) A person is eligible for payment from the Securities 1002 |
|---|
| 1496 | | - | Guaranty Fund if the person: 1003 |
|---|
| 1497 | | - | (a)1. Is a judgment creditor in Holds an unsatisfied final 1004 |
|---|
| 1498 | | - | judgment or a named beneficiary or victim in an unsatisfied 1005 |
|---|
| 1499 | | - | restitution order entered on or after October 1, 2024, in which 1006 |
|---|
| 1500 | | - | a wrongdoer was found to have violated s. 517.07 or s. 517.301; 1007 |
|---|
| 1501 | | - | 2. Has applied any amount recovered from the judgment 1008 |
|---|
| 1502 | | - | debtor, a person ordered to pay restitution, or any other source 1009 |
|---|
| 1503 | | - | to the damages awarded in a final judgment or restitution ord er 1010 |
|---|
| 1504 | | - | by the court or arbitrator ; and 1011 |
|---|
| 1505 | | - | 3. Is a natural person who was a resident of this state, 1012 |
|---|
| 1506 | | - | or is a business entity that was domiciled in this state, at the 1013 |
|---|
| 1507 | | - | time of the violation of s. 517.07 or s. 517.301; or 1014 |
|---|
| 1508 | | - | (b) Is a receiver appointed pursuant to s. 517.191(2) by a 1015 |
|---|
| 1509 | | - | court of competent jurisdiction for a wrongdoer ordered to pay 1016 |
|---|
| 1510 | | - | restitution under s. 517.191(3) as a result of a violation of s. 1017 |
|---|
| 1511 | | - | 517.07 or s. 517.301 which has requested payment from the 1018 |
|---|
| 1512 | | - | Securities Guaranty Fund on behalf of a person eligib le for 1019 |
|---|
| 1513 | | - | payment under paragraph (a). 1020 |
|---|
| 1514 | | - | 1021 |
|---|
| 1515 | | - | If a person holds an unsatisfied final judgment or restitution 1022 |
|---|
| 1516 | | - | order entered before October 1, 2024, in which a wrongdoer was 1023 |
|---|
| 1517 | | - | found to have violated s. 517.07 or s. 517.301, such person's 1024 |
|---|
| 1518 | | - | claim for payment from the Secu rities Guaranty Fund shall be 1025 |
|---|
| 1494 | + | governed by the terms of this section and s. 517.141 whic h were 1001 |
|---|
| 1495 | + | effective on the date of such final judgment or restitution 1002 |
|---|
| 1496 | + | order. 1003 |
|---|
| 1497 | + | (5) An eligible person, or a receiver on behalf of the 1004 |
|---|
| 1498 | + | eligible person, seeking payment from the Securities Guaranty 1005 |
|---|
| 1499 | + | Fund must file with the office a written application on a form 1006 |
|---|
| 1500 | + | that the commission may prescribe by rule. The commission may 1007 |
|---|
| 1501 | + | adopt by rule procedures for filing documents by electronic 1008 |
|---|
| 1502 | + | means, provided that such procedures provide the office with the 1009 |
|---|
| 1503 | + | information and data required by this section. The application 1010 |
|---|
| 1504 | + | must be filed with the office within 1 year after the date of 1011 |
|---|
| 1505 | + | the final judgment, the date on which a restitution order has 1012 |
|---|
| 1506 | + | been ripe for execution, or the date of any appellate decision 1013 |
|---|
| 1507 | + | thereon, and, at minimum, must contain all of the following 1014 |
|---|
| 1508 | + | information: 1015 |
|---|
| 1509 | + | (a) The eligible person's and, if applicable, the 1016 |
|---|
| 1510 | + | receiver's full names, addresses, and contact information. 1017 |
|---|
| 1511 | + | (b) The name of the judgment debtor or person ordered to 1018 |
|---|
| 1512 | + | pay restitution. 1019 |
|---|
| 1513 | + | (c) If the eligible person is a business entity, the 1020 |
|---|
| 1514 | + | eligible person's type and place of organization and, as 1021 |
|---|
| 1515 | + | applicable, a copy, as amended, of its articles of 1022 |
|---|
| 1516 | + | incorporation, articles of organization, trust agreement, or 1023 |
|---|
| 1517 | + | partnership agreement. 1024 |
|---|
| 1518 | + | (d) A copy of any final judgment or and a copy thereof. 1025 |
|---|
| 1531 | | - | governed by the terms of this section and s. 517.141 which were 1026 |
|---|
| 1532 | | - | effective on the date of such final judgment or restitution 1027 |
|---|
| 1533 | | - | order. 1028 |
|---|
| 1534 | | - | (5) An eligible person, or a receiver on behalf of the 1029 |
|---|
| 1535 | | - | eligible person, seeking payment from the Securities Guaranty 1030 |
|---|
| 1536 | | - | Fund must file with the office a written application on a form 1031 |
|---|
| 1537 | | - | that the commission may prescribe by rule. The commission may 1032 |
|---|
| 1538 | | - | adopt by rule procedures for filing documents by electronic 1033 |
|---|
| 1539 | | - | means, provided that such procedures provide th e office with the 1034 |
|---|
| 1540 | | - | information and data required by this section. The application 1035 |
|---|
| 1541 | | - | must be filed with the office within 1 year after the date of 1036 |
|---|
| 1542 | | - | the final judgment, the date on which a restitution order has 1037 |
|---|
| 1543 | | - | been ripe for execution, or the date of any appella te decision 1038 |
|---|
| 1544 | | - | thereon, and, at minimum, must contain all of the following 1039 |
|---|
| 1545 | | - | information: 1040 |
|---|
| 1546 | | - | (a) The eligible person's and, if applicable, the 1041 |
|---|
| 1547 | | - | receiver's full names, addresses, and contact information. 1042 |
|---|
| 1548 | | - | (b) The name of the judgment debtor or person ordered to 1043 |
|---|
| 1549 | | - | pay restitution. 1044 |
|---|
| 1550 | | - | (c) If the eligible person is a business entity, the 1045 |
|---|
| 1551 | | - | eligible person's type and place of organization and, as 1046 |
|---|
| 1552 | | - | applicable, a copy, as amended, of its articles of 1047 |
|---|
| 1553 | | - | incorporation, articles of organization, trust agreement, or 1048 |
|---|
| 1554 | | - | partnership agreement. 1049 |
|---|
| 1555 | | - | (d) A copy of any final judgment or and a copy thereof. 1050 |
|---|
| 1531 | + | (e) Any restitution order pursuant to s. 517.191(3), and a 1026 |
|---|
| 1532 | + | copy thereof. 1027 |
|---|
| 1533 | + | (e)(f) An affidavit from the eligible person stating 1028 |
|---|
| 1534 | + | either one of the following: 1029 |
|---|
| 1535 | + | 1. That the eligible person has made all reasonable 1030 |
|---|
| 1536 | + | searches and inquiries to ascertain whether the judgment d ebtor 1031 |
|---|
| 1537 | + | or person ordered to pay restitution possesses real or personal 1032 |
|---|
| 1538 | + | property or other assets subject to being sold or applied in 1033 |
|---|
| 1539 | + | satisfaction of the final judgment or restitution order and, by 1034 |
|---|
| 1540 | + | the eligible person's search, that the eligible person has no t 1035 |
|---|
| 1541 | + | discovered any property or assets. 1036 |
|---|
| 1542 | + | 2. That the eligible person has taken necessary action on 1037 |
|---|
| 1543 | + | the property and assets of the wrongdoers but the final judgment 1038 |
|---|
| 1544 | + | or restitution order remains unsatisfied. 1039 |
|---|
| 1545 | + | (f)(g) If the application is filed by the receiver , an 1040 |
|---|
| 1546 | + | affidavit from the receiver stating the amount of restitution 1041 |
|---|
| 1547 | + | owed to the eligible person on whose behalf the claim is filed; 1042 |
|---|
| 1548 | + | the amount of any money, property, or assets paid to the 1043 |
|---|
| 1549 | + | eligible person on whose behalf the claim is filed by the person 1044 |
|---|
| 1550 | + | over whom the receiver is appointed; and the amount of any 1045 |
|---|
| 1551 | + | unsatisfied portion of any eligible person's restitution order 1046 |
|---|
| 1552 | + | of restitution. 1047 |
|---|
| 1553 | + | (g)(h) The eligible person's residence or domicile at the 1048 |
|---|
| 1554 | + | time of the violation of s. 517.07 or s. 517.301 which resulted 1049 |
|---|
| 1555 | + | in the eligible person's monetary damages. 1050 |
|---|
| 1568 | | - | (e) Any restitution order pursuant to s. 517.191(3), and a 1051 |
|---|
| 1569 | | - | copy thereof. 1052 |
|---|
| 1570 | | - | (e)(f) An affidavit from the eligible person stating 1053 |
|---|
| 1571 | | - | either one of the following: 1054 |
|---|
| 1572 | | - | 1. That the eligible person has made all reasonable 1055 |
|---|
| 1573 | | - | searches and inquiries to ascertain whether the judgment debtor 1056 |
|---|
| 1574 | | - | or person ordered to pay restitution possesses real or personal 1057 |
|---|
| 1575 | | - | property or other assets subject to being sold or applied in 1058 |
|---|
| 1576 | | - | satisfaction of the final judgment or restitution order and, by 1059 |
|---|
| 1577 | | - | the eligible person's search, that the eligible person has not 1060 |
|---|
| 1578 | | - | discovered any property or assets. 1061 |
|---|
| 1579 | | - | 2. That the eligible person has taken necessary action on 1062 |
|---|
| 1580 | | - | the property and assets of the wrongdoers but th e final judgment 1063 |
|---|
| 1581 | | - | or restitution order remains unsatisfied. 1064 |
|---|
| 1582 | | - | (f)(g) If the application is filed by the receiver, an 1065 |
|---|
| 1583 | | - | affidavit from the receiver stating the amount of restitution 1066 |
|---|
| 1584 | | - | owed to the eligible person on whose behalf the claim is filed; 1067 |
|---|
| 1585 | | - | the amount of any money, property, or assets paid to the 1068 |
|---|
| 1586 | | - | eligible person on whose behalf the claim is filed by the person 1069 |
|---|
| 1587 | | - | over whom the receiver is appointed; and the amount of any 1070 |
|---|
| 1588 | | - | unsatisfied portion of any eligible person's restitution order 1071 |
|---|
| 1589 | | - | of restitution. 1072 |
|---|
| 1590 | | - | (g)(h) The eligible person's residence or domicile at the 1073 |
|---|
| 1591 | | - | time of the violation of s. 517.07 or s. 517.301 which resulted 1074 |
|---|
| 1592 | | - | in the eligible person's monetary damages. 1075 |
|---|
| 1568 | + | (h)(i) The amount of any unsatisfied portion of the 1051 |
|---|
| 1569 | + | eligible person's final judgment or restitution order. 1052 |
|---|
| 1570 | + | (i)(j) Whether an appeal or motion to vacate an 1053 |
|---|
| 1571 | + | arbitration award has been filed. 1054 |
|---|
| 1572 | + | Section 10. Subsection (3) of section 517.301, Florida 1055 |
|---|
| 1573 | + | Statutes, is amended to read: 1056 |
|---|
| 1574 | + | 517.301 Fraudulent transactions; falsification or 1057 |
|---|
| 1575 | + | concealment of facts.— 1058 |
|---|
| 1576 | + | (3) It is unlawful for a person in issuing or selling a 1059 |
|---|
| 1577 | + | security within this state, including a security exempted under 1060 |
|---|
| 1578 | + | s. 517.051 and including a transaction exempted under s. 1061 |
|---|
| 1579 | + | 517.061, s. 517.0611, or s. 517.0612, to misrepresent that such 1062 |
|---|
| 1580 | + | security or person business entity has been guaranteed, 1063 |
|---|
| 1581 | + | sponsored, recommended, or approved by the state or an agency or 1064 |
|---|
| 1582 | + | officer of the state or by the United States or an agency or 1065 |
|---|
| 1583 | + | officer of the United States. 1066 |
|---|
| 1584 | + | Section 11. Subsection (1) of section 517.211, F lorida 1067 |
|---|
| 1585 | + | Statutes, is amended to read: 1068 |
|---|
| 1586 | + | 517.211 Private remedies available in cases of unlawful 1069 |
|---|
| 1587 | + | sale.— 1070 |
|---|
| 1588 | + | (1) Every sale made in violation of either s. 517.07 or s. 1071 |
|---|
| 1589 | + | 517.12(1), (3), (4), (9), (11), (13), (16), or (18) s. 1072 |
|---|
| 1590 | + | 517.12(1), (3), (4), (8), (10), (12), (15), or (17) may be 1073 |
|---|
| 1591 | + | rescinded at the election of the purchaser; however, a sale made 1074 |
|---|
| 1592 | + | in violation of the provisions of s. 517.1202(3) relating to a 1075 |
|---|
| 1605 | | - | (h)(i) The amount of any unsatisfied portion of the 1076 |
|---|
| 1606 | | - | eligible person's final judgment or restitution order. 1077 |
|---|
| 1607 | | - | (i)(j) Whether an appeal or motion to vacate an 1078 |
|---|
| 1608 | | - | arbitration award has been filed. 1079 |
|---|
| 1609 | | - | Section 10. Subsection (3) of section 517.301, Florida 1080 |
|---|
| 1610 | | - | Statutes, is amended to read: 1081 |
|---|
| 1611 | | - | 517.301 Fraudulent transactions; falsification or 1082 |
|---|
| 1612 | | - | concealment of facts. — 1083 |
|---|
| 1613 | | - | (3) It is unlawful for a person in issuing or selling a 1084 |
|---|
| 1614 | | - | security within this state, including a security exempted under 1085 |
|---|
| 1615 | | - | s. 517.051 and including a transaction exempted under s. 1086 |
|---|
| 1616 | | - | 517.061, s. 517.0611, or s. 517.0612, to misrepresent that such 1087 |
|---|
| 1617 | | - | security or person business entity has been guaranteed, 1088 |
|---|
| 1618 | | - | sponsored, recommended, or approved by the state or an agency or 1089 |
|---|
| 1619 | | - | officer of the state or by the United States or an agency or 1090 |
|---|
| 1620 | | - | officer of the United States. 1091 |
|---|
| 1621 | | - | Section 11. Subsection (4) of section 517.34, Flori da 1092 |
|---|
| 1622 | | - | Statutes, is amended to read: 1093 |
|---|
| 1623 | | - | 517.34 Protection of specified adults. — 1094 |
|---|
| 1624 | | - | (4) A delay on a disbursement or transaction under 1095 |
|---|
| 1625 | | - | subsection (3) expires 15 business days after the date on which 1096 |
|---|
| 1626 | | - | the delay was first placed. However, the dealer or investment 1097 |
|---|
| 1627 | | - | adviser may extend the delay for up to 30 10 additional business 1098 |
|---|
| 1628 | | - | days if the dealer's or investment adviser's review of the 1099 |
|---|
| 1629 | | - | available facts and circumstances continues to support such 1100 |
|---|
| 1605 | + | renewal of a branch office notification or in violation of the 1076 |
|---|
| 1606 | + | provisions of s. 517.12(13) s. 517.12(12) relating to filing a 1077 |
|---|
| 1607 | + | change of address amendment is not subject to this section. Each 1078 |
|---|
| 1608 | + | person making the sale and every director, officer, partner, or 1079 |
|---|
| 1609 | + | agent of or for the seller, if the director, officer, partner, 1080 |
|---|
| 1610 | + | or agent has personally participated or aided in making the 1081 |
|---|
| 1611 | + | sale, is jointly and severally liable to the purchaser in an 1082 |
|---|
| 1612 | + | action for rescission, if the purchaser still owns the security, 1083 |
|---|
| 1613 | + | or for damages, if the purchaser has sold the security. No 1084 |
|---|
| 1614 | + | purchaser otherwise entitled will have the benefit of th is 1085 |
|---|
| 1615 | + | subsection who has refused or failed, within 30 days after 1086 |
|---|
| 1616 | + | receipt, to accept an offer made in writing by the seller, if 1087 |
|---|
| 1617 | + | the purchaser has not sold the security, to take back the 1088 |
|---|
| 1618 | + | security in question and to refund the full amount paid by the 1089 |
|---|
| 1619 | + | purchaser or, if the purchaser has sold the security, to pay the 1090 |
|---|
| 1620 | + | purchaser an amount equal to the difference between the amount 1091 |
|---|
| 1621 | + | paid for the security and the amount received by the purchaser 1092 |
|---|
| 1622 | + | on the sale of the security, together, in either case, with 1093 |
|---|
| 1623 | + | interest on the full amount paid for the security by the 1094 |
|---|
| 1624 | + | purchaser at the legal rate, pursuant to s. 55.03, for the 1095 |
|---|
| 1625 | + | period from the date of payment by the purchaser to the date of 1096 |
|---|
| 1626 | + | repayment, less the amount of any income received by the 1097 |
|---|
| 1627 | + | purchaser on the security. 1098 |
|---|
| 1628 | + | Section 12. Subsection (2) of section 517.315, Florida 1099 |
|---|
| 1629 | + | Statutes, is amended to read: 1100 |
|---|
| 1642 | | - | dealer's or investment adviser's reasonable belief that 1101 |
|---|
| 1643 | | - | financial exploitation of the specified adult has occurred, is 1102 |
|---|
| 1644 | | - | occurring, has been attempted, or will be attempted. A dealer or 1103 |
|---|
| 1645 | | - | investment adviser that extends a delay must notify the office 1104 |
|---|
| 1646 | | - | on a form prescribed by commission rule not later than 3 1105 |
|---|
| 1647 | | - | business days after the da te on which the extension was applied. 1106 |
|---|
| 1648 | | - | The notice must identify the dealer or investment adviser that 1107 |
|---|
| 1649 | | - | extended the delay and the date on which the delay was 1108 |
|---|
| 1650 | | - | originally made. The length of the delay may be shortened or 1109 |
|---|
| 1651 | | - | extended at any time by a court of com petent jurisdiction. This 1110 |
|---|
| 1652 | | - | subsection does not prevent a dealer or investment adviser from 1111 |
|---|
| 1653 | | - | terminating a delay after communication with the parties 1112 |
|---|
| 1654 | | - | authorized to transact business on the account and any trusted 1113 |
|---|
| 1655 | | - | contact on the account. 1114 |
|---|
| 1656 | | - | Section 12. Subsection (1) of section 517.211, Florida 1115 |
|---|
| 1657 | | - | Statutes, is amended to read: 1116 |
|---|
| 1658 | | - | 517.211 Private remedies available in cases of unlawful 1117 |
|---|
| 1659 | | - | sale.— 1118 |
|---|
| 1660 | | - | (1) Every sale made in violation of either s. 517.07 or s. 1119 |
|---|
| 1661 | | - | 517.12(1), (3), (4), (9), (11), (13), (16), or (18) s. 1120 |
|---|
| 1662 | | - | 517.12(1), (3), (4), (8), (10), (12), (15), or (17) may be 1121 |
|---|
| 1663 | | - | rescinded at the election of the purchaser; however, a sale made 1122 |
|---|
| 1664 | | - | in violation of the provisions of s. 517.1202(3) relating to a 1123 |
|---|
| 1665 | | - | renewal of a branch office notification or in violation of the 1124 |
|---|
| 1666 | | - | provisions of s. 517.12(13) s. 517.12(12) relating to filing a 1125 |
|---|
| 1667 | | - | |
|---|
| 1668 | | - | CS/CS/HB 379 2025 |
|---|
| 1669 | | - | |
|---|
| 1670 | | - | |
|---|
| 1671 | | - | |
|---|
| 1672 | | - | CODING: Words stricken are deletions; words underlined are additions. |
|---|
| 1673 | | - | hb379-02-c2 |
|---|
| 1674 | | - | Page 46 of 47 |
|---|
| 1675 | | - | F L O R I D A H O U S E O F R E P R E S E N T A T I V E S |
|---|
| 1676 | | - | |
|---|
| 1677 | | - | |
|---|
| 1678 | | - | |
|---|
| 1679 | | - | change of address amendment is not subject to this section. Each 1126 |
|---|
| 1680 | | - | person making the sale and every director, officer, partner, or 1127 |
|---|
| 1681 | | - | agent of or for the seller, if the director, officer, partner, 1128 |
|---|
| 1682 | | - | or agent has personally participated or aided in making the 1129 |
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| 1683 | | - | sale, is jointly and severally liable to the purchaser in an 1130 |
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| 1684 | | - | action for rescission, if the purchaser still owns the security, 1131 |
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| 1685 | | - | or for damages, if the purchaser has sold the security. No 1132 |
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| 1686 | | - | purchaser otherwise entitl ed will have the benefit of this 1133 |
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| 1687 | | - | subsection who has refused or failed, within 30 days after 1134 |
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| 1688 | | - | receipt, to accept an offer made in writing by the seller, if 1135 |
|---|
| 1689 | | - | the purchaser has not sold the security, to take back the 1136 |
|---|
| 1690 | | - | security in question and to refund the full amount paid by the 1137 |
|---|
| 1691 | | - | purchaser or, if the purchaser has sold the security, to pay the 1138 |
|---|
| 1692 | | - | purchaser an amount equal to the difference between the amount 1139 |
|---|
| 1693 | | - | paid for the security and the amount received by the purchaser 1140 |
|---|
| 1694 | | - | on the sale of the security, together, in eith er case, with 1141 |
|---|
| 1695 | | - | interest on the full amount paid for the security by the 1142 |
|---|
| 1696 | | - | purchaser at the legal rate, pursuant to s. 55.03, for the 1143 |
|---|
| 1697 | | - | period from the date of payment by the purchaser to the date of 1144 |
|---|
| 1698 | | - | repayment, less the amount of any income received by the 1145 |
|---|
| 1699 | | - | purchaser on the security. 1146 |
|---|
| 1700 | | - | Section 13. Subsection (2) of section 517.315, Florida 1147 |
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| 1701 | | - | Statutes, is amended to read: 1148 |
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| 1702 | | - | 517.315 Fees.—All fees of any nature collected by the 1149 |
|---|
| 1703 | | - | office pursuant to this chapter shall be disbursed as follows: 1150 |
|---|
| 1704 | | - | |
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| 1705 | | - | CS/CS/HB 379 2025 |
|---|
| 1706 | | - | |
|---|
| 1707 | | - | |
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| 1708 | | - | |
|---|
| 1709 | | - | CODING: Words stricken are deletions; words underlined are additions. |
|---|
| 1710 | | - | hb379-02-c2 |
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| 1711 | | - | Page 47 of 47 |
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| 1712 | | - | F L O R I D A H O U S E O F R E P R E S E N T A T I V E S |
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| 1713 | | - | |
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| 1714 | | - | |
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| 1715 | | - | |
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| 1716 | | - | (2) After the transfer r equired in subsection (1), the 1151 |
|---|
| 1717 | | - | office shall transfer the $50 assessment fee collected from each 1152 |
|---|
| 1718 | | - | associated person under s. 517.12(10) and (11) s. 517.12(9) and 1153 |
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| 1719 | | - | (10) and 30.44 percent of the $100 assessment fee paid by 1154 |
|---|
| 1720 | | - | dealers and investment advisers for ea ch office in the state 1155 |
|---|
| 1721 | | - | under s. 517.12(10) and (11) s. 517.12(9) and (10) to the 1156 |
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| 1722 | | - | Regulatory Trust Fund. 1157 |
|---|
| 1723 | | - | Section 14. This act shall take effect upon becoming a 1158 |
|---|
| 1724 | | - | law. 1159 |
|---|
| 1642 | + | 517.315 Fees.—All fees of any nature collected by the 1101 |
|---|
| 1643 | + | office pursuant to this chapter shall be disbursed as follows: 1102 |
|---|
| 1644 | + | (2) After the transfer required in subsection (1), the 1103 |
|---|
| 1645 | + | office shall transfer the $50 assessment fee collected from each 1104 |
|---|
| 1646 | + | associated person under s. 517.12(10) and (11) s. 517.12(9) and 1105 |
|---|
| 1647 | + | (10) and 30.44 percent of the $100 assessment fee paid by 1106 |
|---|
| 1648 | + | dealers and investment advisers for each office in the state 1107 |
|---|
| 1649 | + | under s. 517.12(10) and (11) s. 517.12(9) and (10) to the 1108 |
|---|
| 1650 | + | Regulatory Trust Fund. 1109 |
|---|
| 1651 | + | Section 13. This act shall take effect upon becoming a 1110 |
|---|
| 1652 | + | law. 1111 |
|---|