Florida Senate - 2025 CS for SB 988 By the Committee on Banking and Insurance; and Senator Truenow 597-02253-25 2025988c1 1 A bill to be entitled 2 An act relating to securities; amending s. 517.021, 3 F.S.; providing and revising definitions; amending s. 4 517.061, F.S.; revising the circumstances under which 5 securities transactions are exempt from registration 6 requirements; conforming cross-references; amending s. 7 517.0612, F.S.; revising the filing requirements for 8 securities issuers under the Florida Invest Local 9 Exemption law; amending s. 517.0614, F.S.; revising 10 circumstances under which securities offers and sales 11 are not subject to integration with other offerings; 12 amending s. 517.0616, F.S.; revising the registration 13 exemptions that are available to specified issuers 14 under certain circumstances; providing applicability 15 of certain disqualification provisions under a 16 specified Securities and Exchange Commission rule; 17 amending s. 517.075, F.S.; making a technical change; 18 amending s. 517.081, F.S.; revising the requirements 19 for securities registration applications; amending s. 20 517.12, F.S.; revising the list of persons who must 21 submit fingerprints for live-scan processing for 22 registration applications; providing fees for 23 fingerprint processing; defining the term owner; 24 authorizing the Financial Services Commission to 25 consider certain rules and regulations in waiving the 26 fingerprint requirement; providing and revising 27 definitions; revising the written assurances 28 requirements that merger and acquisition brokers must 29 receive from certain control persons under specified 30 circumstances; revising the circumstances under which 31 merger and acquisition brokers are not exempt from 32 specified securities registration; conforming cross 33 references; amending s. 517.131, F.S.; defining the 34 term restitution order; revising the circumstances 35 under which a person is eligible for payment from the 36 Securities Guaranty Fund; revising the requirements 37 for applications for payment from the fund; conforming 38 cross-references; amending s. 517.301, F.S.; 39 specifying a prohibition against certain 40 misrepresentations in a person issuing and selling 41 securities; amending s. 517.34, F.S.; revising the 42 maximum number of days by which a dealer or investment 43 adviser may extend a delay on a disbursement or 44 transaction; amending ss. 517.211 and 517.315, F.S.; 45 conforming cross-references; providing an effective 46 date. 47 48 Be It Enacted by the Legislature of the State of Florida: 49 50 Section 1.Present subsections (6) through (9), (10), (11), 51 (12), (13) through (17), (18), (19), (20) through (25), (26), 52 and (27) of section 517.021, Florida Statutes, are redesignated 53 as subsections (7) through (10), (12), (14), (15), (17) through 54 (21), (25), (26), (28) through (33), (36), and (37), 55 respectively, new subsections (6), (11), (13), (16), (22), (23), 56 (24), (27), (34), and (35) are added to that section, and 57 present subsections (11) and (15) of that section are amended, 58 to read: 59 517.021Definitions.When used in this chapter, unless the 60 context otherwise indicates, the following terms have the 61 following respective meanings: 62 (6)Branch manager means a natural person who administers 63 or supervises the affairs or operations of a branch office. 64 (11)Corporation has the same meaning as corporation, 65 domestic corporation, or foreign corporation in s. 66 607.01401. 67 (13)Director means a person appointed or elected to sit 68 on a board that manages the affairs of a corporation or other 69 organization by electing or exercising control over its 70 officers. 71 (14)(11)Federal covered adviser means a person that is 72 registered or required to be registered under s. 203 of the 73 Investment Advisers Act of 1940, as amended. The term does not 74 include any person that is excluded from the definition of 75 investment adviser under subparagraphs (20)(b)1.-7. (16)(b)1.-7. 76 and 9. 77 (16)General partner has the same meaning as in s. 78 620.1102 and includes a co-owner or manager of a partnership who 79 has unlimited liability for the partnerships debts. 80 (19)(15)Intermediary means a natural person that 81 residing in this state or a corporation, trust, partnership, 82 limited liability company, association, or other legal entity 83 registered with the Secretary of State to do business in this 84 state, which facilitates through its website the offer or sale 85 of securities of an issuer with a principal place of business in 86 this state. 87 (22)Limited liability company has the same meaning as in 88 s. 605.0102, including a foreign limited liability company, as 89 that term is defined in that section. 90 (23)Limited liability company manager or limited 91 liability managing member means a person who is responsible 92 alone, or in concert with others, for performing the management 93 functions of a limited liability company. 94 (24)Limited partner has the same meaning as in s. 95 620.1102 and includes a co-owner of a partnership who has 96 limited liability for the partnerships debts. 97 (27)Partnership means two or more persons who are the 98 co-owners of a business, including those operating as a foreign 99 limited liability limited partnership, a foreign limited 100 partnership, a limited liability limited partnership, or a 101 limited partnership as those terms are defined in s. 620.1102. 102 (34)Shareholder means a person who owns at least one 103 share of a corporation and whose ownership is reflected in the 104 records of the corporation. 105 (35)Trust has the same meaning as in s. 731.201. 106 Section 2.Subsections (7) and (9), paragraph (f) of 107 subsection (11), and subsections (18), (19), and (20) of section 108 517.061, Florida Statutes, are amended to read: 109 517.061Exempt transactions.Except as otherwise provided 110 in subsection (11), the exemptions provided herein from the 111 registration requirements of s. 517.07 are self-executing and do 112 not require any filing with the office before being claimed. Any 113 person who claims entitlement to an exemption under this section 114 bears the burden of proving such entitlement in any proceeding 115 brought under this chapter. The registration provisions of s. 116 517.07 do not apply to any of the following transactions; 117 however, such transactions are subject to s. 517.301: 118 (7)The offer or sale of securities, solely in connection 119 with the transfer of ownership of an eligible privately held 120 company, through a merger and acquisition broker in accordance 121 with s. 517.12(22) s. 517.12(21). 122 (9)The offer or sale of securities to: 123 (a)A bank, trust company, savings institution, insurance 124 company, dealer, investment company as defined in the Investment 125 Company Act of 1940, 15 U.S.C. s. 80a-3, as amended, pension or 126 profit-sharing trust, or qualified institutional buyer, whether 127 any of such entities is acting in its individual or fiduciary 128 capacity. 129 (b)A savings and loan association, building and loan 130 association, cooperative bank, or credit union, which is 131 supervised and examined by a state or federal authority having 132 supervision over any such institution. 133 (c)A federal covered adviser, investment adviser 134 registered pursuant to the laws of a state, exempt reporting 135 adviser or private fund adviser as those terms are defined in s. 136 517.12(23)(a)2. and 3., respectively, investment adviser relying 137 on the exemption from registering with the Securities and 138 Exchange Commission under s. 203(l) or (m) of the Investment 139 Advisers Act of 1940, as amended, business development company 140 as defined in s. 2(a)(48) of the Investment Company Act of 1940, 141 as amended, or business development company as defined in s. 142 202(a)(22) of the Investment Advisers Act of 1940, as amended. 143 (d)A small business investment company licensed by the 144 Small Business Administration under s. 301(c) of the Small 145 Business Investment Act of 1958, as amended, or rural business 146 investment company as defined in s. 384A of the Consolidated 147 Farm and Rural Development Act. 148 (e)A plan established and maintained by a state, a 149 political subdivision thereof, or any agency or instrumentality 150 of a state or a political subdivision, for the benefit of its 151 employees, if such plan has total assets in excess of $5 152 million, an employee benefit plan within the meaning of the 153 Employee Retirement Income Security Act of 1974 if the 154 investment decision is made by a plan fiduciary, as described in 155 s. 3(21) of such act, which is a bank, savings and loan 156 association, insurance company, or federal covered adviser, or 157 if the employee benefit plan has total assets in excess of $5 158 million or, if a self-directed plan, with investment decisions 159 made solely by persons that are accredited investors. 160 (f)An organization described in s. 501(c)(3) of the 161 Internal Revenue Code, corporation, Massachusetts trust or 162 similar business trust, partnership, or limited liability 163 company, not formed for the specific purpose of acquiring the 164 securities offered, with total assets in excess of $5 million. 165 (g)A trust, with total assets in excess of $5 million, not 166 formed for the specific purpose of acquiring the securities 167 offered, whose purchase is directed by a sophisticated person as 168 described in Securities and Exchange Commission Rule 169 506(b)(2)(ii), 17 C.F.R. s. 230.506(b)(2)(ii), as amended. 170 (h)An entity of a type not listed in paragraphs (a)-(g) or 171 paragraph (j) which owns investments as defined in Securities 172 and Exchange Commission Rule 2a51-1(b), 17 C.F.R. s. 270.2a51 173 1(b), as amended, in excess of $5 million and is not formed for 174 the specific purpose of acquiring the securities offered. 175 (i)A family office as defined in Securities and Exchange 176 Commission Rule 202(a)(11)(G)-1 under the Investment Advisers 177 Act of 1940, 17 C.F.R. s. 275.202(a)(11)(G)-1, as amended, 178 provided that: 179 1.The family office has assets under management in excess 180 of $5 million; 181 2.The family office is not formed for the specific purpose 182 of acquiring the securities offered; and 183 3.The prospective investment of the family office is 184 directed by a person who has knowledge and experience in 185 financial and business matters that the family office is capable 186 of evaluating the merits and risks of the prospective 187 investment. 188 (j)An entity in which all of the equity owners are 189 described in paragraphs (a)-(i). 190 (11)Offers or sales of securities by an issuer in a 191 transaction that meets all of the following conditions: 192 (f)The issuer files with the office a notice of 193 transaction on a form prescribed by commission rule, an 194 irrevocable written, a consent to service of civil process in 195 accordance with s. 517.101, and a copy of the general 196 announcement within 15 days after the first sale is made in this 197 state. The commission may adopt by rule procedures for filing 198 documents by electronic means. 199 (18)Any nonissuer transaction by a registered dealer, and 200 any resale transaction by a sponsor of a unit investment trust 201 registered under the Investment Company Act of 1940, as amended, 202 in a security of a class that has been outstanding in the hands 203 of the public for at least 90 days; provided that, at the time 204 of the transaction, the following conditions in paragraphs (a), 205 (b), and (c) and either paragraph (d) or paragraph (e) are met: 206 (a)The issuer of the security is actually engaged in 207 business and is not in the organizational stage or in bankruptcy 208 or receivership and is not a blank check, blind pool, or shell 209 company whose primary plan of business is to engage in a merger 210 or combination of the business with, or an acquisition of, an 211 unidentified person. 212 (b)The security is sold at a price reasonably related to 213 the current market price of the security. 214 (c)The security does not constitute the whole or part of 215 an unsold allotment to, or a subscription or participation by, 216 the dealer as an underwriter of the security. 217 (d)The security is listed in a nationally recognized 218 securities manual designated by rule of the commission or a 219 document filed with and publicly viewable through the Securities 220 and Exchange Commission electronic data gathering and retrieval 221 system and contains: 222 1.A description of the business and operations of the 223 issuer.; 224 2.The names of the issuers officers and directors, if 225 any, or, in the case of an issuer not domiciled in the United 226 States, the corporate equivalents of such persons in the 227 issuers country of domicile.; 228 3.An audited balance sheet of the issuer as of a date 229 within 18 months before such transaction or, in the case of a 230 reorganization or merger in which parties to the reorganization 231 or merger had such audited balance sheet, a pro forma balance 232 sheet.; and 233 4.An audited income statement for each of the issuers 234 immediately preceding 2 fiscal years, or for the period of 235 existence of the issuer, if in existence for less than 2 years 236 or, in the case of a reorganization or merger in which the 237 parties to the reorganization or merger had such audited income 238 statement, a pro forma income statement. 239 (e)1.The issuer of the security has a class of equity 240 securities listed on a national securities exchange registered 241 under the Securities Exchange Act of 1934, as amended; 242 2.The class of security is quoted, offered, purchased, or 243 sold through an alternative trading system registered under 244 Securities and Exchange Commission Regulation ATS, 17 C.F.R. s. 245 242.301, as amended, and the issuer of the security has made 246 current information publicly available in accordance with 247 Securities and Exchange Commission Rule 15c2-11, 17 C.F.R. s. 248 240.15c2-11, as amended; 249 3.The issuer of the security is a unit investment trust 250 registered under the Investment Company Act of 1940, as amended; 251 4.The issuer of the security has been engaged in 252 continuous business, including predecessors, for at least 3 253 years; or 254 5.The issuer of the security has total assets of at least 255 $2 million based on an audited balance sheet as of a date within 256 18 months before such transaction or, in the case of a 257 reorganization or merger in which parties to the reorganization 258 or merger had such audited balance sheet, a pro forma balance 259 sheet. 260 (19)The offer or sale of any security effected by or 261 through a person in compliance with s. 517.12(17) s. 517.12(16). 262 (20)(a)A nonissuer transaction in an outstanding security 263 by or through a dealer registered or exempt from registration 264 under this chapter, if, at the time of the transaction, all of 265 the following conditions are met true: 266 1.(a)The issuer is a reporting issuer in a foreign 267 jurisdiction designated by this subsection or by commission 268 rule, and the issuer has been subject to continuous reporting 269 requirements in such foreign jurisdiction for not less than 180 270 days before the transaction. 271 2.(b)The security is listed on a foreign securities 272 exchange or foreign securities market the securities exchange 273 designated by this subsection or by commission rule, is a 274 security of the same issuer which is of senior or substantially 275 equal rank to the listed security, or is a warrant or right to 276 purchase or subscribe to any such security. 277 (b)The commission shall consider all of the following in 278 designating a foreign securities exchange or foreign securities 279 market for purposes of this subsection: 280 1.Organization under foreign law. 281 2.Association with a community of dealers, financial 282 institutions, or other professional intermediaries with an 283 established operating history. 284 3.Oversight by a governmental or self-regulatory body. 285 4.Oversight standards set by general law. 286 5.Reporting of securities transactions on a regular basis 287 to a governmental or self-regulatory body. 288 6.A system for exchange of price quotations through common 289 communications media. 290 7.An organized clearance and settlement system. 291 8.Listing in Securities and Exchange Commission Regulation 292 S Rule 902, 17 C.F.R. s. 230.902, as amended. 293 294 For purposes of this subsection, Canada, together with its 295 provinces and territories, is designated as a foreign 296 jurisdiction, and Toronto Stock Exchange, Inc., is designated as 297 a securities exchange. If, after an administrative hearing in 298 compliance with ss. 120.569 and 120.57, the office finds that 299 revocation is necessary or appropriate in furtherance of the 300 public interest and for the protection of investors, it may 301 revoke the designation of a foreign securities exchange or 302 foreign securities market under this subsection. 303 Section 3.Subsection (10) of section 517.0612, Florida 304 Statutes, is amended to read: 305 517.0612Florida Invest Local Exemption. 306 (10)The issuer must file with the office a notice of 307 transaction on a form prescribed by commission rule, an 308 irrevocable written consent to service of civil process in 309 accordance with s. 517.101, and a copy of the disclosure 310 statement described in subsection (8) at least the offering with 311 the office, in writing or in electronic form, in a format 312 prescribed by commission rule, no less than 5 business days 313 before the offering commences, along with the disclosure 314 statement described in subsection (8). If there are any material 315 changes to the information previously submitted, the issuer 316 must, within 3 business days after such material change, file an 317 amended notice. 318 Section 4.Paragraph (b) of subsection (2) of section 319 517.0614, Florida Statutes, is amended to read: 320 517.0614Integration of offerings. 321 (2)The integration analysis required by subsection (1) is 322 not required if any of the following nonexclusive safe harbors 323 apply: 324 (b)Offers and sales made in compliance with any of the 325 following provisions are not subject to integration with other 326 offerings: 327 1.Section 517.051 or s. 517.061, except s. 517.061(10) or 328 (11) s. 517.061(9), (10), or (11). 329 2.Section 517.0611 or s. 517.0612. 330 Section 5.Section 517.0616, Florida Statutes, is amended 331 to read: 332 517.0616Disqualification. 333 (1)A registration exemption under s. 517.061(11) s. 334 517.061(9), (10), and (11), s. 517.0611, or s. 517.0612 is not 335 available to an issuer if, at the time the issuer makes an offer 336 for the sale of a security, the issuer; a predecessor of the 337 issuer; an affiliated issuer; a director, executive officer, or 338 other officer of the issuer participating in the offering; a 339 general partner or managing member of the issuer; a beneficial 340 owner of 20 percent or more of the issuers outstanding voting 341 equity securities, calculated on the basis of voting power; or a 342 promoter connected with the issuer in any capacity at the time 343 of such sale that would be disqualified under Securities and 344 Exchange Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as 345 amended, at the time the issuer makes an offer for the sale of a 346 security. 347 (2)The disqualification under Securities and Exchange 348 Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as amended, 349 does not apply to any other person or entity listed in such 350 rule. 351 Section 6.Subsection (2) of section 517.075, Florida 352 Statutes, is amended to read: 353 517.075Cuba, prospectus disclosure of doing business with, 354 required. 355 (2)Any disclosure required by subsection (1) must include: 356 (a)The name of such person, affiliate, or government with 357 which the issuer does business and the nature of that business.; 358 (b)A statement that the information is accurate as of the 359 date the securities were effective with the United States 360 Securities and Exchange Commission or with the office, whichever 361 date is later.; and 362 (c)A statement that current information concerning the 363 issuers business dealings with the government of Cuba or with 364 any person or affiliate located in Cuba may be obtained from the 365 office, which statement must include the address and phone 366 number of the office. 367 Section 7.Subsection (5) and paragraph (a) of subsection 368 (9) of section 517.081, Florida Statutes, are amended to read: 369 517.081Registration procedure. 370 (5)All of The following issuers are not eligible to submit 371 a simplified offering circular: 372 (a)An issuer that is subject to any of the 373 disqualifications described in Securities and Exchange 374 Commission Rule 262, 17 C.F.R. s. 230.262, as amended, or that 375 has been or is engaged or is about to engage in an activity that 376 would be grounds for denial, revocation, or suspension under s. 377 517.111. For purposes of this paragraph, an issuer includes an 378 issuers director, officer, general partner, manager or managing 379 member, trustee, or a person owning at least 10 percent of the 380 ownership interests of the issuer; a promoter or selling agent 381 of the securities to be offered; or any officer, director, 382 partner, or manager or managing member of such selling agent. 383 (b)An issuer that is a development-stage company that 384 either has no specific business plan or purpose or has indicated 385 that its business plan is to merge with an unidentified business 386 entity or entities. 387 (c)An issuer of offerings in which the specific business 388 or properties cannot be described. 389 (d)An issuer that the office determines is ineligible 390 because the simplified circular does not provide full and fair 391 disclosure of material information for the type of offering to 392 be registered by the issuer. 393 (9)(a)The office shall record the registration of a 394 security in the register of securities if, upon examination of 395 an application, it finds that all of the following requirements 396 are met: 397 1.The application is complete. 398 2.The fee imposed in subsection (8) has been paid. 399 3.The sale of the security would not be fraudulent and 400 would not work or tend to work a fraud upon the purchaser. 401 4.The terms of the sale of such securities would be fair, 402 just, and equitable. 403 5.The enterprise or business of the issuer is not based 404 upon unsound business principles. 405 Section 8.Present subsections (7) through (22) of section 406 517.12, Florida Statutes, are redesignated as subsections (8) 407 through (23), respectively, a new subsection (7) is added to 408 that section, and subsection (6), present subsection (10), 409 paragraph (b) of present subsection (14), and present 410 subsections (19), (20), and (21) of that section are amended, to 411 read: 412 517.12Registration of dealers, associated persons, 413 intermediaries, and investment advisers. 414 (6)The application must also contain such information as 415 the commission or office may require about the applicant; any 416 member, principal, or director of the applicant or any person 417 having a similar status or performing similar functions; any 418 person directly or indirectly controlling the applicant; or any 419 employee of a dealer or of an investment adviser rendering 420 investment advisory services. Each applicant and any direct 421 owners, principals, or indirect owners that are required to be 422 reported on Form BD or Form ADV pursuant to subsection (14) 423 shall submit fingerprints for live-scan processing in accordance 424 with rules adopted by the commission. The fingerprints may be 425 submitted through a third-party vendor authorized by the 426 Department of Law Enforcement to provide live-scan 427 fingerprinting. The costs of fingerprint processing shall be 428 borne by the person subject to the background check. The 429 Department of Law Enforcement shall conduct a state criminal 430 history background check, and a federal criminal history 431 background check must be conducted through the Federal Bureau of 432 Investigation. The office shall review the results of the state 433 and federal criminal history background checks and determine 434 whether the applicant meets licensure requirements. The 435 commission may waive, by rule, the requirement that applicants, 436 including any direct owners, principals, or indirect owners that 437 are required to be reported on Form BD or Form ADV pursuant to 438 subsection (14), submit fingerprints or the requirement that 439 such fingerprints be processed by the Department of Law 440 Enforcement or the Federal Bureau of Investigation. The 441 commission or office may require information about any such 442 applicant or person concerning such matters as: 443 (a)The applicants or persons full name, and any other 444 names by which the applicant or person may have been known, and 445 the applicants or persons age, social security number, 446 photograph, qualifications, and educational and business 447 history. 448 (b)Any injunction or administrative order by a state or 449 federal agency, national securities exchange, or national 450 securities association involving a security or any aspect of a 451 dealers or investment advisers regulated business and any 452 injunction or administrative order by a state or federal agency 453 regulating banking, insurance, finance, or small loan companies, 454 real estate, mortgage brokers, or other related or similar 455 industries, which injunctions or administrative orders relate to 456 such person. 457 (c)The applicants or persons conviction of, or plea of 458 nolo contendere to, a criminal offense or the applicants or 459 persons commission of any acts which would be grounds for 460 refusal of an application under s. 517.161. 461 (d)The names and addresses of other persons of whom the 462 office may inquire as to the applicants or persons character, 463 reputation, and financial responsibility. 464 (7)(a)1.The following natural persons shall submit a full 465 set of fingerprints to the Department of Law Enforcement or to a 466 vendor, entity, or agency authorized under s. 943.053(13) for 467 live-scan processing in accordance with rules adopted by the 468 commission: 469 a.A natural person who files an application with the 470 office for registration as an associated person. 471 b.A natural person who holds the title of president, 472 treasurer, chief executive officer, chief financial officer, 473 chief operations officer, chief legal officer, chief compliance 474 officer, or director for a dealer or investment adviser 475 applicant. 476 c.A natural person who owns at least 5 percent of a dealer 477 or investment adviser applicant. 478 d.With respect to each owner who owns at least 5 percent 479 of a dealer or investment adviser applicant which is a 480 corporation, partnership, trust, or limited liability company, 481 each natural person who is a 25 percent or more owner or trustee 482 of such entity, and each natural person who is a 25 percent or 483 more owner or trustee at each level up the chain of ownership up 484 to, but not including, an entity subject to s. 12 or s. 15(d) of 485 the Securities Exchange Act of 1934, as amended. 486 2.For purposes of this subsection, the term owner means: 487 a.A shareholder who owns a percentage of a class of voting 488 securities of a dealer or an investment adviser applicant, and 489 includes any person who owns, beneficially owns, has the right 490 to vote on, or has the power to sell or direct the sale of, the 491 percentage of a class of a voting security of the dealer or 492 investment adviser applicant specified in sub-subparagraph 1.c. 493 or 1.d. For purposes of this sub-subparagraph, a person 494 beneficially owns any securities: 495 (I)That are owned by the shareholders child, stepchild, 496 grandchild, parent, stepparent, grandparent, spouse, sibling, 497 mother-in-law, father-in-law, son-in-law, daughter-in-law, 498 brother-in-law, or sister-in-law, sharing the same residence; or 499 (II)That the shareholder has the right to acquire, within 500 60 days, through the exercise of any option, warrant, or right 501 to purchase the securities. 502 b.A general partner of a partnership, and a limited 503 partner of a partnership who has the right to receive upon 504 dissolution, or has contributed, a percentage of the capital of 505 a dealer or investment adviser applicant. 506 c.A trustee of a trust that owns a percentage of a class 507 of a voting security of a dealer or investment adviser 508 applicant, or that has the right to receive upon dissolution, or 509 has contributed, a percentage of the capital of a dealer or 510 investment adviser applicant. 511 d.A member of a limited liability company who has the 512 right to receive upon dissolution, or has contributed, a 513 percentage of the capital of a dealer or investment adviser 514 applicant, and all limited liability company managers of a 515 dealer or investment adviser applicant. 516 (b)A vendor, entity, or agency authorized under s. 517 943.053(13) to submit fingerprints electronically to the 518 Department of Law Enforcement shall submit the fingerprints to 519 the department for state processing, and the department shall 520 forward the fingerprints to the Federal Bureau of Investigation 521 for national processing. 522 (c)Fees for state and federal fingerprint processing shall 523 be borne by the person subject to the criminal history record 524 check. The state cost for fingerprint processing shall be as 525 provided in s. 943.053(3)(e). 526 (d)The office shall review the results of the state and 527 federal criminal history record checks and determine whether the 528 applicant is disqualified from registration. The commission may 529 waive by rule the requirement that the persons listed in this 530 subsection submit fingerprints or the requirement that such 531 fingerprints be processed by the Department of Law Enforcement 532 or the Federal Bureau of Investigation. In waiving the 533 requirement, the commission may consider the rules and 534 regulations of the Securities and Exchange Commission, the model 535 rules and acts of the North American Securities Administrators 536 Association, Inc., and the rules and regulations of the 537 Financial Industry Regulatory Authority. 538 (11)(a)(10)(a)If the office finds that the applicant has 539 complied with the applicable registration provisions of this 540 chapter and the rules made pursuant hereto, it shall register 541 the applicant unless the applicant is otherwise disqualified for 542 registration pursuant to law. The registration of each dealer, 543 investment adviser, and associated person expires on December 31 544 of the year the registration became effective unless the 545 registrant has renewed its registration on or before that date. 546 Registration may be renewed by furnishing such information as 547 the commission may require, together with payment of the fee 548 required in paragraph (10)(a) (9)(a) for dealers, investment 549 advisers, or associated persons and the payment of any amount 550 lawfully due and owing to the office pursuant to any order of 551 the office or pursuant to any agreement with the office. Any 552 dealer, investment adviser, or associated person who has not 553 renewed a registration by the time the current registration 554 expires may request reinstatement of such registration by filing 555 with the office, on or before January 31 of the year following 556 the year of expiration, such information as may be required by 557 the commission, together with payment of the fee required in 558 paragraph (10)(a) (9)(a) for dealers, investment advisers, or 559 associated persons and a late fee equal to the amount of such 560 fee. Any reinstatement of registration granted by the office 561 during the month of January shall be deemed effective 562 retroactive to January 1 of that year. 563 (b)The office shall waive the $50 assessment fee for an 564 associated person required by paragraph (10)(a) (9)(a) for a 565 registrant renewing his or her registration who: 566 1.Is an active duty member of the United States Armed 567 Forces or the spouse of such member; 568 2.Is or was a member of the United States Armed Forces and 569 served on active duty within the 2 years preceding the 570 expiration date of the registration pursuant to paragraph (a). 571 To qualify for the fee waiver, a registrant who is a former 572 member of the United States Armed Forces who served on active 573 duty within the 2 years preceding the expiration date of the 574 registration must have received an honorable discharge upon 575 separation or discharge from the United States Armed Forces; or 576 3.Is the surviving spouse of a member of the United States 577 Armed Forces if the member was serving on active duty at the 578 time of death and died within the 2 years preceding the 579 surviving spouses registration expiration date pursuant to 580 paragraph (a). 581 582 A registrant seeking such fee waiver must submit proof, in a 583 form prescribed by commission rule, that the registrant meets 584 one of the qualifications in this paragraph. 585 (15)(14) 586 (b)In lieu of filing with the office the applications 587 specified in subsection (5), the fees required by subsection 588 (10) (9), the renewals required by subsection (11) (10), and the 589 termination notices required by subsection (12) (11), the 590 commission may by rule establish procedures for the deposit of 591 such fees and documents with the Central Registration Depository 592 or the Investment Adviser Registration Depository of the 593 Financial Industry Regulatory Authority, as developed under 594 contract with the North American Securities Administrators 595 Association, Inc. 596 (20)(19)An intermediary may not engage in business in this 597 state unless the intermediary is registered as a dealer or as an 598 intermediary with the office pursuant to this section to 599 facilitate the offer or sale of securities in accordance with s. 600 517.0611. An intermediary, in order to obtain registration, must 601 file with the office a written application on a form prescribed 602 by commission rule and pay a registration fee of $200. The fees 603 under this subsection shall be deposited into the Regulatory 604 Trust Fund of the office. The commission may establish by rule 605 procedures for depositing fees and filing documents by 606 electronic means if such procedures provide the office with the 607 information and data required by this section. Each intermediary 608 must also file an irrevocable written consent to service of 609 civil process, as provided in s. 517.101. 610 (a)The application must contain such information as the 611 commission or office may require concerning: 612 1.The name of the applicant and address of its principal 613 office and each office in this state. 614 2.The applicants form and place of organization; and, if 615 the applicant is: 616 a.A corporation, a copy of its articles of incorporation 617 and amendments to the articles of incorporation; 618 b.A limited liability company, a copy of its articles of 619 organization and amendments to the articles and a copy of the 620 companys operating agreement as may be amended; or 621 c.A partnership, a copy of the partnership agreement. 622 3.The website address where securities of the issuer will 623 be offered. 624 4.Contact information. 625 (b)The application must also contain such information as 626 the commission may require by rule about the applicant; any 627 member, principal, or director of the applicant or any person 628 having a similar status or performing similar functions; or any 629 persons directly or indirectly controlling the applicant. Each 630 applicant and any direct owners, principals, or indirect owners 631 that are required to be reported on a form adopted by commission 632 rule shall submit fingerprints for live-scan processing in 633 accordance with rules adopted by the commission. The 634 fingerprints may be submitted through a third-party vendor 635 authorized by the Department of Law Enforcement to provide live 636 scan fingerprinting. The costs of fingerprint processing shall 637 be borne by the person subject to the background check. The 638 Department of Law Enforcement shall conduct a state criminal 639 history background check, and a federal criminal history 640 background check must be conducted through the Federal Bureau of 641 Investigation. The office shall review the results of the state 642 and federal criminal history background checks and determine 643 whether the applicant meets registration requirements. The 644 commission may waive, by rule, the requirement that applicants, 645 including any direct owners, principals, or indirect owners, 646 which are required to be reported on a form adopted by 647 commission rule, submit fingerprints or the requirement that 648 such fingerprints be processed by the Department of Law 649 Enforcement or the Federal Bureau of Investigation. The 650 commission, by rule, or the office may require information about 651 any applicant or person, including: 652 1.The applicants or persons full name and any other 653 names by which the applicant or person may have been known and 654 the applicants or persons age, social security number, 655 photograph, qualifications, and educational and business 656 history. 657 2.Any injunction or administrative order by a state or 658 federal agency, national securities exchange, or national 659 securities association involving a security or any aspect of an 660 intermediarys regulated business and any injunction or 661 administrative order by a state or federal agency regulating 662 banking, insurance, finance, real estate, mortgage brokers, or 663 other related or similar industries, which relate to such 664 person. 665 3.The applicants or persons conviction of, or plea of 666 nolo contendere to, a criminal offense or the applicants or 667 persons commission of any acts that would be grounds for 668 refusal of an application under s. 517.161. 669 (c)1.The following natural persons must submit a full set 670 of fingerprints to the Department of Law Enforcement or to a 671 vendor, entity, or agency authorized under s. 943.053(13) for 672 live-scan processing in accordance with rules adopted by the 673 commission: 674 a.A natural person filing an application with the office 675 for registration as an intermediary. 676 b.A natural person who holds the title of president, 677 treasurer, chief executive officer, chief financial officer, 678 chief operations officer, chief legal officer, chief compliance 679 officer, or director for an intermediary applicant. 680 c.A natural person who is a 5 percent or more owner of an 681 intermediary applicant. 682 d. With respect to each 5 percent or more owner of an 683 intermediary applicant that is a corporation, partnership, 684 trust, or limited liability company, each natural person who is 685 a 25 percent or more owner or trustee of such entity, and each 686 natural person who is a 25 percent or more owner or trustee at 687 each level up the chain of ownership up to, but not including an 688 entity subject to s. 12 or s. 15(d) of the Securities Exchange 689 Act of 1934, as amended. 690 2.For purposes of this subsection, the term owner means: 691 a.A shareholder who owns a percentage of a class of voting 692 securities of an intermediary applicant, and includes any person 693 who owns, beneficially owns, has the right to vote on, or has 694 the power to sell or direct the sale of, the percentage of a 695 class of a voting security of the intermediary applicant 696 specified in sub-subparagraph 1.c. or 1.d. For purposes of this 697 sub-subparagraph, a person beneficially owns any securities: 698 (I)That are owned by the shareholders child, stepchild, 699 grandchild, parent, stepparent, grandparent, spouse, sibling, 700 mother-in-law, father-in-law, son-in-law, daughter-in-law, 701 brother-in-law, or sister-in-law, sharing the same residence; or 702 (II)That the shareholder has the right to acquire, within 703 60 days, through the exercise of any option, warrant, or right 704 to purchase the securities. 705 b.A general partner of a partnership, and a limited 706 partner of a partnership who has the right to receive upon 707 dissolution, or has contributed, a percentage of the capital of 708 an intermediary applicant. 709 c.A trustee of a trust that owns a percentage of a class 710 of a voting security of an intermediary applicant, or that has 711 the right to receive upon dissolution, or has contributed, a 712 percentage of the capital of an intermediary applicant. 713 d.A member of a limited liability company who has the 714 right to receive upon dissolution, or has contributed, a 715 percentage of the capital of an intermediary applicant, and, all 716 limited liability company managers of an intermediary applicant. 717 (d)The vendor, entity, or agency authorized under s. 718 943.053(13) to submit fingerprints electronically to the 719 Department of Law Enforcement shall submit the fingerprints to 720 the department for state processing, and the department shall 721 forward the fingerprints to the Federal Bureau of Investigation 722 for national processing. 723 (e)Fees for state and federal fingerprint processing must 724 be borne by the person subject to the criminal history record 725 check. The state cost for fingerprint processing is as provided 726 in s. 943.053(3)(e). 727 (f)The office shall review the results of the state and 728 federal criminal history record checks and determine whether the 729 applicant is disqualified from registration. The commission may 730 waive by rule the requirement that applicants, including any 731 persons listed in sub-subparagraphs (c)1.a.-d., submit 732 fingerprints or the requirement that such fingerprints be 733 processed by the Department of Law Enforcement or the Federal 734 Bureau of Investigation. In waiving the requirement, the 735 commission may consider the rules and regulations of the 736 Securities and Exchange Commission, the model rules and acts of 737 the North American Securities Administrators Association, Inc., 738 and the rules and regulations of the Financial Industry 739 Regulatory Authority. 740 (g)(c)The application must be amended within 30 days if 741 any information contained in the form becomes inaccurate for any 742 reason. 743 (h)(d)An intermediary or persons affiliated with the 744 intermediary are not subject to any disqualification described 745 in s. 517.1611 or Securities and Exchange Commission Rule 746 506(d), 17 C.F.R. 230.506(d), adopted pursuant to the Securities 747 Act of 1933, as amended. Each director, officer, manager or 748 managing member, control person of the issuer, any person 749 occupying a similar status or performing a similar function, and 750 each person holding more than 20 percent of the ownership 751 interests of the intermediary is subject to this requirement. 752 (i)(e)If the office finds that the applicant has complied 753 with the applicable registration provisions of this chapter and 754 the rules adopted thereunder, it shall register the applicant. 755 The registration of each intermediary expires on December 31 of 756 the year the registration became effective unless the registrant 757 renews his or her registration on or before that date. 758 Registration may be renewed by furnishing such information as 759 the commission may require by rule, together with payment of a 760 $200 fee and the payment of any amount due to the office 761 pursuant to any order of the office or pursuant to any agreement 762 with the office. An intermediary who has not renewed a 763 registration by the time that the current registration expires 764 may request reinstatement of such registration by filing with 765 the office, on or before January 31 of the year following the 766 year of expiration, such information as required by the 767 commission, together with payment of the $200 fee and a late fee 768 of $200. Any reinstatement of registration granted by the office 769 during the month of January is deemed effective retroactive to 770 January 1 of that year. 771 (21)(20)The registration requirements of this section do 772 not apply to any general lines insurance agent or life insurance 773 agent licensed under chapter 626, with regard to the sale of a 774 security as defined in s. 517.021(30)(g) s. 517.021(25)(g), if 775 the individual is directly authorized by the issuer to offer or 776 sell the security on behalf of the issuer and the issuer is a 777 federally chartered savings bank subject to regulation by the 778 Federal Deposit Insurance Corporation. Actions under this 779 subsection constitute activity under the insurance agents 780 license for purposes of ss. 626.611 and 626.621. 781 (22)(a)(21)(a)As used in this subsection, the term: 782 1.Broker has the same meaning as dealer as defined in 783 s. 517.021. 784 2.Business combination related shell company means a 785 shell company that is formed by an entity that is not a shell 786 company solely for the purpose of: 787 a.Changing the corporate domicile of the entity solely 788 within the United States; or 789 b.Completing a business combination transaction, as 790 defined in 17 C.F.R. s. 230.165(f), among one or more entities 791 other than the company itself, none of which is a shell company. 792 3.2.Control person means a person an individual or 793 entity that possesses the power, directly or indirectly, to 794 direct the management or policies of a company through ownership 795 of securities, by contract, or otherwise. A person is presumed 796 to be a control person of a company if, upon completion of a 797 transaction, the buyer or group of buyers with respect to a 798 particular company, the person: 799 a.Is a director, a general partner, a member, or a manager 800 of a limited liability company, or is an officer who exercises 801 executive responsibility or has a similar status or function; 802 a.b.Has the power to vote 25 20 percent or more of a class 803 of voting securities or has the power to sell or direct the sale 804 of 25 20 percent or more of a class of voting securities; or 805 b.c.In the case of a partnership or limited liability 806 company, may receive upon dissolution, or has contributed, 25 20 807 percent or more of the capital. 808 4.3.Eligible privately held company means a privately 809 held company that meets all of the following conditions: 810 a.The company does not have any class of securities which 811 is registered, or which is required to be registered, with the 812 United States Securities and Exchange Commission under the 813 Securities Exchange Act of 1934, 15 U.S.C. ss. 78a et seq., as 814 amended, or with the office under s. 517.07, or for which the 815 company files, or is required to file, summary and periodic 816 information, documents, and reports under s. 15(d) of the 817 Securities Exchange Act of 1934, 15 U.S.C. s. 78o(d), as 818 amended. 819 b.In the fiscal year immediately preceding the fiscal year 820 during which the merger and acquisition broker begins to provide 821 services for the securities transaction, the company, in 822 accordance with its historical financial accounting records, has 823 earnings before interest, taxes, depreciation, and amortization 824 of less than $25 million or has gross revenues of less than $250 825 million. On July 1, 2021, and every 5 years thereafter, each 826 dollar amount in this sub-subparagraph shall be adjusted by 827 dividing the annual value of the Employment Cost Index for wages 828 and salaries for private industry workers, or any successor 829 index, as published by the Bureau of Labor Statistics, for the 830 calendar year preceding the calendar year in which the 831 adjustment is being made, by the annual value of such index or 832 successor index for the calendar year ending December 31, 2020 833 2012, and multiplying such dollar amount by the quotient 834 obtained. Each dollar amount determined under this sub 835 subparagraph must shall be rounded to the nearest multiple of 836 $100,000 and adopted by commission rule. 837 5.4.Merger and acquisition broker means a any broker and 838 any person associated with a broker engaged in the business of 839 effecting securities transactions solely in connection with the 840 transfer of ownership of an eligible privately held company, 841 regardless of whether the that broker acts on behalf of a seller 842 or buyer, through the purchase, sale, exchange, issuance, 843 repurchase, or redemption of, or a business combination 844 involving, securities or assets of the eligible privately held 845 company. 846 6.5.Public Shell company means a company that at the 847 time of a transaction with an eligible privately held company: 848 a.Has any class of securities which is registered, or 849 which is required to be registered, with the United States 850 Securities and Exchange Commission under the Securities Exchange 851 Act of 1934, 15 U.S.C. ss. 78a et seq., or with the office under 852 s. 517.07, or for which the company files, or is required to 853 file, summary and periodic information, documents, and reports 854 under s. 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. 855 s. 78o(d); 856 a.b.Has nominal or no operations.; and 857 b.c.Has nominal assets or no assets, assets consisting 858 solely of cash and cash equivalents, or assets consisting of any 859 amount of cash and cash equivalents and nominal other assets. 860 (b)Prior to the completion of any securities transaction 861 described in s. 517.061(7), a merger and acquisition broker must 862 receive written assurances from the control person with the 863 largest percentage of ownership for both the buyer and seller 864 engaged in the transaction that: 865 1.After the transaction is completed, any person who 866 acquires securities or assets of the eligible privately held 867 company, acting alone or in concert, will be a control person of 868 the eligible privately held company or will be a control person 869 for the business conducted with the assets of the eligible 870 privately held company.; and 871 2.After the transaction is completed, any person who 872 acquires securities or assets of the eligible privately held 873 company, acting alone or in concert, will be deemed to be active 874 in the management of the eligible privately held company or the 875 business conducted with the assets of the eligible privately 876 held company, and active in the management of the assets of the 877 eligible privately held company, if he or she engages in any of 878 the following acts or activities: 879 a.Electing executive officers. 880 b.Approving the annual budget. 881 c.Serving as an executive or other executive manager. 882 d.Carrying out such other activities as the commission may 883 by rule determine to be in the public interest. 884 3.2.If any person is offered securities in exchange for 885 securities or assets of the eligible privately held company, 886 such person will, before becoming legally bound to complete the 887 transaction, receive or be given reasonable access to the most 888 recent year-end financial statements of the issuer of the 889 securities offered in exchange. The most recent year-end 890 financial statements shall be customarily prepared by the 891 issuers management in the normal course of operations. If the 892 financial statements of the issuer are audited, reviewed, or 893 compiled, the most recent year-end financial statements must 894 include any related statement by the independent certified 895 public accountant; a balance sheet dated not more than 120 days 896 before the date of the exchange offer; and information 897 pertaining to the management, business, results of operations 898 for the period covered by the foregoing financial statements, 899 and material loss contingencies of the issuer. 900 (c)A merger and acquisition broker engaged in a 901 transaction exempt under s. 517.061(7) is exempt from 902 registration under this section unless the merger and 903 acquisition broker: 904 1.Directly or indirectly, in connection with the transfer 905 of ownership of an eligible privately held company, receives, 906 holds, transmits, or has custody of the funds or securities to 907 be exchanged by the parties to the transaction; 908 2.Engages on behalf of an issuer in a public offering of 909 any class of securities which is registered, or which is 910 required to be registered, with the United States Securities and 911 Exchange Commission under the Securities Exchange Act of 1934, 912 15 U.S.C. ss. 78a et seq., as amended, or with the office under 913 s. 517.07; or for which the issuer files, or is required to 914 file, periodic information, documents, and reports under s. 915 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. s. 916 78o(d), as amended; 917 3.Engages on behalf of any party in a transaction 918 involving a public shell company, other than a business 919 combination related shell company; 920 4.Directly, or indirectly through any of its affiliates, 921 provides financing related to the transfer of ownership of an 922 eligible privately held company; 923 5.Assists any party to obtain financing from an 924 unaffiliated third party without: 925 a.Complying with all other applicable laws in connection 926 with such assistance, including, if applicable, Regulation T 927 under 12 C.F.R. ss. 220 et seq., as amended; and 928 b.Disclosing any compensation in writing to the party; 929 6.Represents both the buyer and the seller in the same 930 transaction without providing clear written disclosure as to the 931 parties the broker represents and obtaining written consent from 932 both parties to the joint representation; 933 7.Facilitates a transaction with a group of buyers formed 934 with the assistance of the merger and acquisition broker to 935 acquire the eligible privately held company; 936 8.Engages in a transaction involving the transfer of 937 ownership of an eligible privately held company to a passive 938 buyer or group of passive buyers; 939 9.Binds a party to a transfer of ownership of an eligible 940 privately held company; or 941 10.Is subject to, or an officer, director, member, 942 manager, partner, or employee of the broker is subject to, the 943 following disciplinary actions: 944 a.Has been barred from association with a broker or dealer 945 by the Securities and Exchange Commission, any state, or any 946 self-regulatory organization; or 947 b.Is suspended from association with a broker or dealer. 948 4.Is subject to a suspension or revocation of registration 949 under s. 15(b)(4) of the Securities Exchange Act of 1934, 15 950 U.S.C. s. 78o(b)(4); 951 5.Is subject to a statutory disqualification described in 952 s. 3(a)(39) of the Securities Exchange Act of 1934, 15 U.S.C. s. 953 78c(a)(39); 954 6.Is subject to a disqualification under the United States 955 Securities and Exchange Commission Rule 506(d), 17 C.F.R. s. 956 230.506(d); or 957 7.Is subject to a final order described in s. 15(b)(4)(H) 958 of the Securities Exchange Act of 1934, 15 U.S.C. s. 959 78o(b)(4)(H). 960 Section 9.Subsection (1), paragraph (a) of subsection (2), 961 and subsections (3) and (5) of section 517.131, Florida 962 Statutes, are amended to read: 963 517.131Securities Guaranty Fund. 964 (1)As used in this section, the term: 965 (a)Final judgment includes an arbitration award 966 confirmed by a court of competent jurisdiction. 967 (b)Restitution order means a court order awarding a 968 specified monetary amount to a named aggrieved person for a 969 violation of s. 517.07 or s. 517.301 to be paid by a named 970 violator. 971 (2)(a)The Chief Financial Officer shall establish a 972 Securities Guaranty Fund to provide monetary relief to victims 973 of securities violations under this chapter who are entitled to 974 monetary damages or restitution and cannot recover the full 975 amount of such monetary damages or restitution from the 976 wrongdoer. An amount not exceeding 20 percent of all revenues 977 received as assessment fees pursuant to s. 517.12(10) and (11) 978 s. 517.12(9) and (10) for dealers and investment advisers or s. 979 517.1201 for federal covered advisers and an amount not 980 exceeding 10 percent of all revenues received as assessment fees 981 pursuant to s. 517.12(10) and (11) s. 517.12(9) and (10) for 982 associated persons must be part of the regular registration 983 license fee and must be transferred to or deposited in the 984 Securities Guaranty Fund. 985 (3)A person is eligible for payment from the Securities 986 Guaranty Fund if the person: 987 (a)1.Is a judgment creditor in Holds an unsatisfied final 988 judgment or a named beneficiary or victim in an unsatisfied 989 restitution order entered on or after October 1, 2024, in which 990 a wrongdoer was found to have violated s. 517.07 or s. 517.301; 991 2.Has applied any amount recovered from the judgment 992 debtor, a person ordered to pay restitution, or any other source 993 to the damages awarded in a final judgment or restitution order 994 by the court or arbitrator; and 995 3.Is a natural person who was a resident of this state, or 996 is a business entity that was domiciled in this state, at the 997 time of the violation of s. 517.07 or s. 517.301; or 998 (b)Is a receiver appointed pursuant to s. 517.191(2) by a 999 court of competent jurisdiction for a wrongdoer ordered to pay 1000 restitution under s. 517.191(3) as a result of a violation of s. 1001 517.07 or s. 517.301 which has requested payment from the 1002 Securities Guaranty Fund on behalf of a person eligible for 1003 payment under paragraph (a). 1004 1005 If a person holds an unsatisfied final judgment or restitution 1006 order entered before October 1, 2024, in which a wrongdoer was 1007 found to have violated s. 517.07 or s. 517.301, such persons 1008 claim for payment from the Securities Guaranty Fund shall be 1009 governed by the terms of this section and s. 517.141 which were 1010 effective on the date of such final judgment or restitution 1011 order. 1012 (5)An eligible person, or a receiver on behalf of the 1013 eligible person, seeking payment from the Securities Guaranty 1014 Fund must file with the office a written application on a form 1015 that the commission may prescribe by rule. The commission may 1016 adopt by rule procedures for filing documents by electronic 1017 means, provided that such procedures provide the office with the 1018 information and data required by this section. The application 1019 must be filed with the office within 1 year after the date of 1020 the final judgment, the date on which a restitution order has 1021 been ripe for execution, or the date of any appellate decision 1022 thereon, and, at minimum, must contain all of the following 1023 information: 1024 (a)The eligible persons and, if applicable, the 1025 receivers full names, addresses, and contact information. 1026 (b)The name of the judgment debtor or person ordered to 1027 pay restitution. 1028 (c)If the eligible person is a business entity, the 1029 eligible persons type and place of organization and, as 1030 applicable, a copy, as amended, of its articles of 1031 incorporation, articles of organization, trust agreement, or 1032 partnership agreement. 1033 (d)A copy of any final judgment or and a copy thereof. 1034 (e)Any restitution order pursuant to s. 517.191(3), and a 1035 copy thereof. 1036 (e)(f)An affidavit from the eligible person stating either 1037 one of the following: 1038 1.That the eligible person has made all reasonable 1039 searches and inquiries to ascertain whether the judgment debtor 1040 or person ordered to pay restitution possesses real or personal 1041 property or other assets subject to being sold or applied in 1042 satisfaction of the final judgment or restitution order and, by 1043 the eligible persons search, that the eligible person has not 1044 discovered any property or assets. 1045 2.That the eligible person has taken necessary action on 1046 the property and assets of the wrongdoers but the final judgment 1047 or restitution order remains unsatisfied. 1048 (f)(g)If the application is filed by the receiver, an 1049 affidavit from the receiver stating the amount of restitution 1050 owed to the eligible person on whose behalf the claim is filed; 1051 the amount of any money, property, or assets paid to the 1052 eligible person on whose behalf the claim is filed by the person 1053 over whom the receiver is appointed; and the amount of any 1054 unsatisfied portion of any eligible persons restitution order 1055 of restitution. 1056 (g)(h)The eligible persons residence or domicile at the 1057 time of the violation of s. 517.07 or s. 517.301 which resulted 1058 in the eligible persons monetary damages. 1059 (h)(i)The amount of any unsatisfied portion of the 1060 eligible persons final judgment or restitution order. 1061 (i)(j)Whether an appeal or motion to vacate an arbitration 1062 award has been filed. 1063 Section 10.Subsection (3) of section 517.301, Florida 1064 Statutes, is amended to read: 1065 517.301Fraudulent transactions; falsification or 1066 concealment of facts. 1067 (3)It is unlawful for a person in issuing or selling a 1068 security within this state, including a security exempted under 1069 s. 517.051 and including a transaction exempted under s. 1070 517.061, s. 517.0611, or s. 517.0612, to misrepresent that such 1071 security or person business entity has been guaranteed, 1072 sponsored, recommended, or approved by the state or an agency or 1073 officer of the state or by the United States or an agency or 1074 officer of the United States. 1075 Section 11.Subsection (4) of section 517.34, Florida 1076 Statutes, is amended to read: 1077 517.34Protection of specified adults. 1078 (4)A delay on a disbursement or transaction under 1079 subsection (3) expires 15 business days after the date on which 1080 the delay was first placed. However, the dealer or investment 1081 adviser may extend the delay for up to 30 10 additional business 1082 days if the dealers or investment advisers review of the 1083 available facts and circumstances continues to support such 1084 dealers or investment advisers reasonable belief that 1085 financial exploitation of the specified adult has occurred, is 1086 occurring, has been attempted, or will be attempted. A dealer or 1087 investment adviser that extends a delay must notify the office 1088 on a form prescribed by commission rule not later than 3 1089 business days after the date on which the extension was applied. 1090 The notice must identify the dealer or investment adviser that 1091 extended the delay and the date on which the delay was 1092 originally made. The length of the delay may be shortened or 1093 extended at any time by a court of competent jurisdiction. This 1094 subsection does not prevent a dealer or investment adviser from 1095 terminating a delay after communication with the parties 1096 authorized to transact business on the account and any trusted 1097 contact on the account. 1098 Section 12.Subsection (1) of section 517.211, Florida 1099 Statutes, is amended to read: 1100 517.211Private remedies available in cases of unlawful 1101 sale. 1102 (1)Every sale made in violation of either s. 517.07 or s. 1103 517.12(1), (3), (4), (9), (11), (13), (16), or (18) s. 1104 517.12(1), (3), (4), (8), (10), (12), (15), or (17) may be 1105 rescinded at the election of the purchaser; however, a sale made 1106 in violation of the provisions of s. 517.1202(3) relating to a 1107 renewal of a branch office notification or in violation of the 1108 provisions of s. 517.12(13) s. 517.12(12) relating to filing a 1109 change of address amendment is not subject to this section. Each 1110 person making the sale and every director, officer, partner, or 1111 agent of or for the seller, if the director, officer, partner, 1112 or agent has personally participated or aided in making the 1113 sale, is jointly and severally liable to the purchaser in an 1114 action for rescission, if the purchaser still owns the security, 1115 or for damages, if the purchaser has sold the security. No 1116 purchaser otherwise entitled will have the benefit of this 1117 subsection who has refused or failed, within 30 days after 1118 receipt, to accept an offer made in writing by the seller, if 1119 the purchaser has not sold the security, to take back the 1120 security in question and to refund the full amount paid by the 1121 purchaser or, if the purchaser has sold the security, to pay the 1122 purchaser an amount equal to the difference between the amount 1123 paid for the security and the amount received by the purchaser 1124 on the sale of the security, together, in either case, with 1125 interest on the full amount paid for the security by the 1126 purchaser at the legal rate, pursuant to s. 55.03, for the 1127 period from the date of payment by the purchaser to the date of 1128 repayment, less the amount of any income received by the 1129 purchaser on the security. 1130 Section 13.Subsection (2) of section 517.315, Florida 1131 Statutes, is amended to read: 1132 517.315Fees.All fees of any nature collected by the 1133 office pursuant to this chapter shall be disbursed as follows: 1134 (2)After the transfer required in subsection (1), the 1135 office shall transfer the $50 assessment fee collected from each 1136 associated person under s. 517.12(10) and (11) s. 517.12(9) and 1137 (10) and 30.44 percent of the $100 assessment fee paid by 1138 dealers and investment advisers for each office in the state 1139 under s. 517.12(10) and (11) s. 517.12(9) and (10) to the 1140 Regulatory Trust Fund. 1141 Section 14.This act shall take effect upon becoming a law.