```
Florida Senate - 2025 CS for CS for SB 988 By the Committees on Fiscal Policy; and Banking and Insurance; and Senator Truenow 594-03700-25 2025988c2 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 terms owner and 24 shareholder; authorizing the Financial Services 25 Commission to consider certain rules and regulations 26 in waiving the fingerprint requirement; providing and 27 revising 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), (35), and (36), 55 respectively, new subsections (6), (11), (13), (16), (22), (23), 56 (24), and (27) and subsection (34) are added to that section, 57 and present subsections (11) and (15) of that section are 58 amended, 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)Trust has the same meaning as in s. 731.201. 103 Section 2.Subsections (7) and (9), paragraph (f) of 104 subsection (11), and subsections (18), (19), and (20) of section 105 517.061, Florida Statutes, are amended to read: 106 517.061Exempt transactions.Except as otherwise provided 107 in subsection (11), the exemptions provided herein from the 108 registration requirements of s. 517.07 are self-executing and do 109 not require any filing with the office before being claimed. Any 110 person who claims entitlement to an exemption under this section 111 bears the burden of proving such entitlement in any proceeding 112 brought under this chapter. The registration provisions of s. 113 517.07 do not apply to any of the following transactions; 114 however, such transactions are subject to s. 517.301: 115 (7)The offer or sale of securities, solely in connection 116 with the transfer of ownership of an eligible privately held 117 company, through a merger and acquisition broker in accordance 118 with s. 517.12(22) s. 517.12(21). 119 (9)The offer or sale of securities to: 120 (a)A bank, trust company, savings institution, insurance 121 company, dealer, investment company as defined in the Investment 122 Company Act of 1940, 15 U.S.C. s. 80a-3, as amended, pension or 123 profit-sharing trust, or qualified institutional buyer, whether 124 any of such entities is acting in its individual or fiduciary 125 capacity. 126 (b)A savings and loan association, building and loan 127 association, cooperative bank, or credit union, which is 128 supervised and examined by a state or federal authority having 129 supervision over any such institution. 130 (c)A federal covered adviser, investment adviser 131 registered pursuant to the laws of a state, exempt reporting 132 adviser or private fund adviser as those terms are defined in s. 133 517.12(23)(a)2. and 3., respectively, investment adviser relying 134 on the exemption from registering with the Securities and 135 Exchange Commission under s. 203(l) or (m) of the Investment 136 Advisers Act of 1940, as amended, business development company 137 as defined in s. 2(a)(48) of the Investment Company Act of 1940, 138 as amended, or business development company as defined in s. 139 202(a)(22) of the Investment Advisers Act of 1940, as amended. 140 (d)A small business investment company licensed by the 141 Small Business Administration under s. 301(c) of the Small 142 Business Investment Act of 1958, as amended, or rural business 143 investment company as defined in s. 384A of the Consolidated 144 Farm and Rural Development Act. 145 (e)A plan established and maintained by a state, a 146 political subdivision thereof, or any agency or instrumentality 147 of a state or a political subdivision, for the benefit of its 148 employees, if such plan has total assets in excess of $5 149 million, an employee benefit plan within the meaning of the 150 Employee Retirement Income Security Act of 1974 if the 151 investment decision is made by a plan fiduciary, as described in 152 s. 3(21) of such act, which is a bank, savings and loan 153 association, insurance company, or federal covered adviser, or 154 if the employee benefit plan has total assets in excess of $5 155 million or, if a self-directed plan, with investment decisions 156 made solely by persons that are accredited investors. 157 (f)An organization described in s. 501(c)(3) of the 158 Internal Revenue Code, corporation, Massachusetts trust or 159 similar business trust, partnership, or limited liability 160 company, not formed for the specific purpose of acquiring the 161 securities offered, with total assets in excess of $5 million. 162 (g)A trust, with total assets in excess of $5 million, not 163 formed for the specific purpose of acquiring the securities 164 offered, whose purchase is directed by a sophisticated person as 165 described in Securities and Exchange Commission Rule 166 506(b)(2)(ii), 17 C.F.R. s. 230.506(b)(2)(ii), as amended. 167 (h)An entity of a type not listed in paragraphs (a)-(g) or 168 paragraph (j) which owns investments as defined in Securities 169 and Exchange Commission Rule 2a51-1(b), 17 C.F.R. s. 270.2a51 170 1(b), as amended, in excess of $5 million and is not formed for 171 the specific purpose of acquiring the securities offered. 172 (i)A family office as defined in Securities and Exchange 173 Commission Rule 202(a)(11)(G)-1 under the Investment Advisers 174 Act of 1940, 17 C.F.R. s. 275.202(a)(11)(G)-1, as amended, 175 provided that: 176 1.The family office has assets under management in excess 177 of $5 million; 178 2.The family office is not formed for the specific purpose 179 of acquiring the securities offered; and 180 3.The prospective investment of the family office is 181 directed by a person who has knowledge and experience in 182 financial and business matters that the family office is capable 183 of evaluating the merits and risks of the prospective 184 investment. 185 (j)An entity in which all of the equity owners are 186 described in paragraphs (a)-(i). 187 (11)Offers or sales of securities by an issuer in a 188 transaction that meets all of the following conditions: 189 (f)The issuer files with the office a notice of 190 transaction on a form prescribed by commission rule, an 191 irrevocable written, a consent to service of civil process in 192 accordance with s. 517.101, and a copy of the general 193 announcement within 15 days after the first sale is made in this 194 state. The commission may adopt by rule procedures for filing 195 documents by electronic means. 196 (18)Any nonissuer transaction by a registered dealer, and 197 any resale transaction by a sponsor of a unit investment trust 198 registered under the Investment Company Act of 1940, as amended, 199 in a security of a class that has been outstanding in the hands 200 of the public for at least 90 days; provided that, at the time 201 of the transaction, the following conditions in paragraphs (a), 202 (b), and (c) and either paragraph (d) or paragraph (e) are met: 203 (a)The issuer of the security is actually engaged in 204 business and is not in the organizational stage or in bankruptcy 205 or receivership and is not a blank check, blind pool, or shell 206 company whose primary plan of business is to engage in a merger 207 or combination of the business with, or an acquisition of, an 208 unidentified person. 209 (b)The security is sold at a price reasonably related to 210 the current market price of the security. 211 (c)The security does not constitute the whole or part of 212 an unsold allotment to, or a subscription or participation by, 213 the dealer as an underwriter of the security. 214 (d)The security is listed in a nationally recognized 215 securities manual designated by rule of the commission or a 216 document filed with and publicly viewable through the Securities 217 and Exchange Commission electronic data gathering and retrieval 218 system and contains: 219 1.A description of the business and operations of the 220 issuer.; 221 2.The names of the issuers officers and directors, if 222 any, or, in the case of an issuer not domiciled in the United 223 States, the corporate equivalents of such persons in the 224 issuers country of domicile.; 225 3.An audited balance sheet of the issuer as of a date 226 within 18 months before such transaction or, in the case of a 227 reorganization or merger in which parties to the reorganization 228 or merger had such audited balance sheet, a pro forma balance 229 sheet.; and 230 4.An audited income statement for each of the issuers 231 immediately preceding 2 fiscal years, or for the period of 232 existence of the issuer, if in existence for less than 2 years 233 or, in the case of a reorganization or merger in which the 234 parties to the reorganization or merger had such audited income 235 statement, a pro forma income statement. 236 (e)1.The issuer of the security has a class of equity 237 securities listed on a national securities exchange registered 238 under the Securities Exchange Act of 1934, as amended; 239 2.The class of security is quoted, offered, purchased, or 240 sold through an alternative trading system registered under 241 Securities and Exchange Commission Regulation ATS, 17 C.F.R. s. 242 242.301, as amended, and the issuer of the security has made 243 current information publicly available in accordance with 244 Securities and Exchange Commission Rule 15c2-11, 17 C.F.R. s. 245 240.15c2-11, as amended; 246 3.The issuer of the security is a unit investment trust 247 registered under the Investment Company Act of 1940, as amended; 248 4.The issuer of the security has been engaged in 249 continuous business, including predecessors, for at least 3 250 years; or 251 5.The issuer of the security has total assets of at least 252 $2 million based on an audited balance sheet as of a date within 253 18 months before such transaction or, in the case of a 254 reorganization or merger in which parties to the reorganization 255 or merger had such audited balance sheet, a pro forma balance 256 sheet. 257 (19)The offer or sale of any security effected by or 258 through a person in compliance with s. 517.12(17) s. 517.12(16). 259 (20)(a)A nonissuer transaction in an outstanding security 260 by or through a dealer registered or exempt from registration 261 under this chapter, if, at the time of the transaction, all of 262 the following conditions are met true: 263 1.(a)The issuer is a reporting issuer in a foreign 264 jurisdiction designated by this subsection or by commission 265 rule, and the issuer has been subject to continuous reporting 266 requirements in such foreign jurisdiction for not less than 180 267 days before the transaction. 268 2.(b)The security is listed on a foreign securities 269 exchange or foreign securities market the securities exchange 270 designated by this subsection or by commission rule, is a 271 security of the same issuer which is of senior or substantially 272 equal rank to the listed security, or is a warrant or right to 273 purchase or subscribe to any such security. 274 (b)The commission shall consider all of the following in 275 designating a foreign securities exchange or foreign securities 276 market for purposes of this subsection: 277 1.Organization under foreign law. 278 2.Association with a community of dealers, financial 279 institutions, or other professional intermediaries with an 280 established operating history. 281 3.Oversight by a governmental or self-regulatory body. 282 4.Oversight standards set by general law. 283 5.Reporting of securities transactions on a regular basis 284 to a governmental or self-regulatory body. 285 6.A system for exchange of price quotations through common 286 communications media. 287 7.An organized clearance and settlement system. 288 8.Listing in Securities and Exchange Commission Regulation 289 S Rule 902, 17 C.F.R. s. 230.902, as amended. 290 291 For purposes of this subsection, Canada, together with its 292 provinces and territories, is designated as a foreign 293 jurisdiction, and Toronto Stock Exchange, Inc., is designated as 294 a securities exchange. If, after an administrative hearing in 295 compliance with ss. 120.569 and 120.57, the office finds that 296 revocation is necessary or appropriate in furtherance of the 297 public interest and for the protection of investors, it may 298 revoke the designation of a foreign securities exchange or 299 foreign securities market under this subsection. 300 Section 3.Subsection (10) of section 517.0612, Florida 301 Statutes, is amended to read: 302 517.0612Florida Invest Local Exemption. 303 (10)The issuer must file with the office a notice of 304 transaction on a form prescribed by commission rule, an 305 irrevocable written consent to service of civil process in 306 accordance with s. 517.101, and a copy of the disclosure 307 statement described in subsection (8) at least the offering with 308 the office, in writing or in electronic form, in a format 309 prescribed by commission rule, no less than 5 business days 310 before the offering commences, along with the disclosure 311 statement described in subsection (8). If there are any material 312 changes to the information previously submitted, the issuer 313 must, within 3 business days after such material change, file an 314 amended notice. 315 Section 4.Paragraph (b) of subsection (2) of section 316 517.0614, Florida Statutes, is amended to read: 317 517.0614Integration of offerings. 318 (2)The integration analysis required by subsection (1) is 319 not required if any of the following nonexclusive safe harbors 320 apply: 321 (b)Offers and sales made in compliance with any of the 322 following provisions are not subject to integration with other 323 offerings: 324 1.Section 517.051 or s. 517.061, except s. 517.061(10) or 325 (11) s. 517.061(9), (10), or (11). 326 2.Section 517.0611 or s. 517.0612. 327 Section 5.Section 517.0616, Florida Statutes, is amended 328 to read: 329 517.0616Disqualification. 330 (1)A registration exemption under s. 517.061(11) s. 331 517.061(9), (10), and (11), s. 517.0611, or s. 517.0612 is not 332 available to an issuer if, at the time the issuer makes an offer 333 for the sale of a security, the issuer; a predecessor of the 334 issuer; an affiliated issuer; a director, an executive officer, 335 or other officer of the issuer participating in the offering; a 336 general partner or managing member of the issuer; a beneficial 337 owner of 20 percent or more of the issuers outstanding voting 338 equity securities, calculated on the basis of voting power; or a 339 promoter connected with the issuer in any capacity at the time 340 of such sale that would be disqualified under Securities and 341 Exchange Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as 342 amended, at the time the issuer makes an offer for the sale of a 343 security. 344 (2)The disqualification under Securities and Exchange 345 Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as amended, 346 does not apply to any other person or entity listed in such 347 rule. 348 Section 6.Subsection (2) of section 517.075, Florida 349 Statutes, is amended to read: 350 517.075Cuba, prospectus disclosure of doing business with, 351 required. 352 (2)Any disclosure required by subsection (1) must include: 353 (a)The name of such person, affiliate, or government with 354 which the issuer does business and the nature of that business.; 355 (b)A statement that the information is accurate as of the 356 date the securities were effective with the United States 357 Securities and Exchange Commission or with the office, whichever 358 date is later.; and 359 (c)A statement that current information concerning the 360 issuers business dealings with the government of Cuba or with 361 any person or affiliate located in Cuba may be obtained from the 362 office, which statement must include the address and phone 363 number of the office. 364 Section 7.Subsection (5) and paragraph (a) of subsection 365 (9) of section 517.081, Florida Statutes, are amended to read: 366 517.081Registration procedure. 367 (5)All of The following issuers are not eligible to submit 368 a simplified offering circular: 369 (a)An issuer that is subject to any of the 370 disqualifications described in Securities and Exchange 371 Commission Rule 262, 17 C.F.R. s. 230.262, as amended, or that 372 has been or is engaged or is about to engage in an activity that 373 would be grounds for denial, revocation, or suspension under s. 374 517.111. For purposes of this paragraph, an issuer includes an 375 issuers director, officer, general partner, manager or managing 376 member, trustee, or a person owning at least 10 percent of the 377 ownership interests of the issuer; a promoter or selling agent 378 of the securities to be offered; or any officer, director, 379 partner, or manager or managing member of such selling agent. 380 (b)An issuer that is a development-stage company that 381 either has no specific business plan or purpose or has indicated 382 that its business plan is to merge with an unidentified business 383 entity or entities. 384 (c)An issuer of offerings in which the specific business 385 or properties cannot be described. 386 (d)An issuer that the office determines is ineligible 387 because the simplified circular does not provide full and fair 388 disclosure of material information for the type of offering to 389 be registered by the issuer. 390 (9)(a)The office shall record the registration of a 391 security in the register of securities if, upon examination of 392 an application, it finds that all of the following requirements 393 are met: 394 1.The application is complete. 395 2.The fee imposed in subsection (8) has been paid. 396 3.The sale of the security would not be fraudulent and 397 would not work or tend to work a fraud upon the purchaser. 398 4.The terms of the sale of such securities would be fair, 399 just, and equitable. 400 5.The enterprise or business of the issuer is not based 401 upon unsound business principles. 402 Section 8.Present subsections (7) through (22) of section 403 517.12, Florida Statutes, are redesignated as subsections (8) 404 through (23), respectively, a new subsection (7) is added to 405 that section, and subsection (6), present subsection (10), 406 paragraph (b) of present subsection (14), and present 407 subsections (19), (20), and (21) of that section are amended, to 408 read: 409 517.12Registration of dealers, associated persons, 410 intermediaries, and investment advisers. 411 (6)The application must also contain such information as 412 the commission or office may require about the applicant; any 413 member, principal, or director of the applicant or any person 414 having a similar status or performing similar functions; any 415 person directly or indirectly controlling the applicant; or any 416 employee of a dealer or of an investment adviser rendering 417 investment advisory services. Each applicant and any direct 418 owners, principals, or indirect owners that are required to be 419 reported on Form BD or Form ADV pursuant to subsection (14) 420 shall submit fingerprints for live-scan processing in accordance 421 with rules adopted by the commission. The fingerprints may be 422 submitted through a third-party vendor authorized by the 423 Department of Law Enforcement to provide live-scan 424 fingerprinting. The costs of fingerprint processing shall be 425 borne by the person subject to the background check. The 426 Department of Law Enforcement shall conduct a state criminal 427 history background check, and a federal criminal history 428 background check must be conducted through the Federal Bureau of 429 Investigation. The office shall review the results of the state 430 and federal criminal history background checks and determine 431 whether the applicant meets licensure requirements. The 432 commission may waive, by rule, the requirement that applicants, 433 including any direct owners, principals, or indirect owners that 434 are required to be reported on Form BD or Form ADV pursuant to 435 subsection (14), submit fingerprints or the requirement that 436 such fingerprints be processed by the Department of Law 437 Enforcement or the Federal Bureau of Investigation. The 438 commission or office may require information about any such 439 applicant or person concerning such matters as: 440 (a)The applicants or persons full name, and any other 441 names by which the applicant or person may have been known, and 442 the applicants or persons age, social security number, 443 photograph, qualifications, and educational and business 444 history. 445 (b)Any injunction or administrative order by a state or 446 federal agency, national securities exchange, or national 447 securities association involving a security or any aspect of a 448 dealers or investment advisers regulated business and any 449 injunction or administrative order by a state or federal agency 450 regulating banking, insurance, finance, or small loan companies, 451 real estate, mortgage brokers, or other related or similar 452 industries, which injunctions or administrative orders relate to 453 such person. 454 (c)The applicants or persons conviction of, or plea of 455 nolo contendere to, a criminal offense or the applicants or 456 persons commission of any acts which would be grounds for 457 refusal of an application under s. 517.161. 458 (d)The names and addresses of other persons of whom the 459 office may inquire as to the applicants or persons character, 460 reputation, and financial responsibility. 461 (7)(a)1.The following natural persons shall submit a full 462 set of fingerprints to the Department of Law Enforcement or to a 463 vendor, an entity, or an agency authorized under s. 943.053(13) 464 for live-scan processing in accordance with rules adopted by the 465 commission: 466 a.A natural person who files an application with the 467 office for registration as an associated person. 468 b.A natural person who holds the title of president, 469 treasurer, chief executive officer, chief financial officer, 470 chief operations officer, chief legal officer, chief compliance 471 officer, or director for a dealer or investment adviser 472 applicant. 473 c.A natural person who owns at least 5 percent of a dealer 474 or investment adviser applicant. 475 d.With respect to each owner who owns at least 5 percent 476 of a dealer or investment adviser applicant that is a 477 corporation, partnership, trust, or limited liability company, 478 each natural person who is a 25 percent or more owner or trustee 479 of such entity, and each natural person who is a 25 percent or 480 more owner or trustee at each level up the chain of ownership up 481 to, but not including, an entity subject to s. 12 or s. 15(d) of 482 the Securities Exchange Act of 1934, as amended. 483 2.For purposes of this subsection, the term owner means: 484 a.A shareholder who owns a percentage of a class of voting 485 securities of a dealer or investment adviser applicant, and 486 includes any person who owns, beneficially owns, has the right 487 to vote on, or has the power to sell or direct the sale of, the 488 percentage of a class of a voting security of the dealer or 489 investment adviser applicant specified in sub-subparagraph 1.c. 490 or sub-subparagraph 1.d. For purposes of this sub-subparagraph, 491 a person beneficially owns any securities: 492 (I)That are owned by the shareholders child, stepchild, 493 grandchild, parent, stepparent, grandparent, spouse, sibling, 494 mother-in-law, father-in-law, son-in-law, daughter-in-law, 495 brother-in-law, or sister-in-law, sharing the same residence; or 496 (II)That the shareholder has the right to acquire, within 497 60 days, through the exercise of any option, warrant, or right 498 to purchase the securities. 499 b.A general partner of a partnership, and a limited 500 partner of a partnership who has the right to receive upon 501 dissolution, or has contributed, a percentage of the capital of 502 a dealer or investment adviser applicant. 503 c.A trustee of a trust that owns a percentage of a class 504 of a voting security of a dealer or investment adviser 505 applicant, or that has the right to receive upon dissolution, or 506 has contributed, a percentage of the capital of a dealer or 507 investment adviser applicant. 508 d.A member of a limited liability company who has the 509 right to receive upon dissolution, or has contributed, a 510 percentage of the capital of a dealer or investment adviser 511 applicant, and all limited liability company managers of a 512 dealer or investment adviser applicant. 513 3.For purposes of this subsection, the term shareholder 514 means a person who owns at least one share of a corporation and 515 whose ownership is reflected in the records of the corporation. 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, an entity, or an agency authorized under s. 943.053(13) 672 for 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 sub-subparagraph 1.d. For 697 purposes of this sub-subparagraph, a person beneficially owns 698 any securities: 699 (I)That are owned by the shareholders child, stepchild, 700 grandchild, parent, stepparent, grandparent, spouse, sibling, 701 mother-in-law, father-in-law, son-in-law, daughter-in-law, 702 brother-in-law, or sister-in-law, sharing the same residence; or 703 (II)That the shareholder has the right to acquire, within 704 60 days, through the exercise of any option, warrant, or right 705 to purchase the securities. 706 b.A general partner of a partnership, and a limited 707 partner of a partnership who has the right to receive upon 708 dissolution, or has contributed, a percentage of the capital of 709 an intermediary applicant. 710 c.A trustee of a trust that owns a percentage of a class 711 of a voting security of an intermediary applicant, or that has 712 the right to receive upon dissolution, or has contributed, a 713 percentage of the capital of an intermediary applicant. 714 d.A member of a limited liability company who has the 715 right to receive upon dissolution, or has contributed, a 716 percentage of the capital of an intermediary applicant, and all 717 limited liability company managers of an intermediary applicant. 718 3.For purposes of this subsection, the term shareholder 719 means a person who owns at least one share of a corporation and 720 whose ownership is reflected in the records of the corporation. 721 (d)The vendor, entity, or agency authorized under s. 722 943.053(13) to submit fingerprints electronically to the 723 Department of Law Enforcement shall submit the fingerprints to 724 the department for state processing, and the department shall 725 forward the fingerprints to the Federal Bureau of Investigation 726 for national processing. 727 (e)Fees for state and federal fingerprint processing must 728 be borne by the person subject to the criminal history record 729 check. The state cost for fingerprint processing is as provided 730 in s. 943.053(3)(e). 731 (f)The office shall review the results of the state and 732 federal criminal history record checks and determine whether the 733 applicant is disqualified from registration. The commission may 734 waive by rule the requirement that applicants, including any 735 persons listed in sub-subparagraphs (c)1.a.-d., submit 736 fingerprints or the requirement that such fingerprints be 737 processed by the Department of Law Enforcement or the Federal 738 Bureau of Investigation. In waiving the requirement, the 739 commission may consider the rules and regulations of the 740 Securities and Exchange Commission, the model rules and acts of 741 the North American Securities Administrators Association, Inc., 742 and the rules and regulations of the Financial Industry 743 Regulatory Authority. 744 (g)(c)The application must be amended within 30 days if 745 any information contained in the form becomes inaccurate for any 746 reason. 747 (h)(d)An intermediary or persons affiliated with the 748 intermediary are not subject to any disqualification described 749 in s. 517.1611 or Securities and Exchange Commission Rule 750 506(d), 17 C.F.R. 230.506(d), adopted pursuant to the Securities 751 Act of 1933, as amended. Each director, officer, manager or 752 managing member, control person of the issuer, any person 753 occupying a similar status or performing a similar function, and 754 each person holding more than 20 percent of the ownership 755 interests of the intermediary is subject to this requirement. 756 (i)(e)If the office finds that the applicant has complied 757 with the applicable registration provisions of this chapter and 758 the rules adopted thereunder, it shall register the applicant. 759 The registration of each intermediary expires on December 31 of 760 the year the registration became effective unless the registrant 761 renews his or her registration on or before that date. 762 Registration may be renewed by furnishing such information as 763 the commission may require by rule, together with payment of a 764 $200 fee and the payment of any amount due to the office 765 pursuant to any order of the office or pursuant to any agreement 766 with the office. An intermediary who has not renewed a 767 registration by the time that the current registration expires 768 may request reinstatement of such registration by filing with 769 the office, on or before January 31 of the year following the 770 year of expiration, such information as required by the 771 commission, together with payment of the $200 fee and a late fee 772 of $200. Any reinstatement of registration granted by the office 773 during the month of January is deemed effective retroactive to 774 January 1 of that year. 775 (21)(20)The registration requirements of this section do 776 not apply to any general lines insurance agent or life insurance 777 agent licensed under chapter 626, with regard to the sale of a 778 security as defined in s. 517.021(30)(g) s. 517.021(25)(g), if 779 the individual is directly authorized by the issuer to offer or 780 sell the security on behalf of the issuer and the issuer is a 781 federally chartered savings bank subject to regulation by the 782 Federal Deposit Insurance Corporation. Actions under this 783 subsection constitute activity under the insurance agents 784 license for purposes of ss. 626.611 and 626.621. 785 (22)(a)(21)(a)As used in this subsection, the term: 786 1.Broker has the same meaning as dealer as defined in 787 s. 517.021. 788 2.Business combination related shell company means a 789 shell company that is formed by an entity that is not a shell 790 company solely for the purpose of: 791 a.Changing the corporate domicile of the entity solely 792 within the United States; or 793 b.Completing a business combination transaction, as 794 defined in 17 C.F.R. s. 230.165(f), among one or more entities 795 other than the company itself, none of which is a shell company. 796 3.2.Control person means a person an individual or 797 entity that possesses the power, directly or indirectly, to 798 direct the management or policies of a company through ownership 799 of securities, by contract, or otherwise. A person is presumed 800 to be a control person of a company if, upon completion of a 801 transaction, the buyer or group of buyers with respect to a 802 particular company, the person: 803 a.Is a director, a general partner, a member, or a manager 804 of a limited liability company, or is an officer who exercises 805 executive responsibility or has a similar status or function; 806 a.b.Has the power to vote 25 20 percent or more of a class 807 of voting securities or has the power to sell or direct the sale 808 of 25 20 percent or more of a class of voting securities; or 809 b.c.In the case of a partnership or limited liability 810 company, may receive upon dissolution, or has contributed, 25 20 811 percent or more of the capital. 812 4.3.Eligible privately held company means a privately 813 held company that meets all of the following conditions: 814 a.The company does not have any class of securities which 815 is registered, or which is required to be registered, with the 816 United States Securities and Exchange Commission under the 817 Securities Exchange Act of 1934, 15 U.S.C. ss. 78a et seq., as 818 amended, or with the office under s. 517.07, or for which the 819 company files, or is required to file, summary and periodic 820 information, documents, and reports under s. 15(d) of the 821 Securities Exchange Act of 1934, 15 U.S.C. s. 78o(d), as 822 amended. 823 b.In the fiscal year immediately preceding the fiscal year 824 during which the merger and acquisition broker begins to provide 825 services for the securities transaction, the company, in 826 accordance with its historical financial accounting records, has 827 earnings before interest, taxes, depreciation, and amortization 828 of less than $25 million or has gross revenues of less than $250 829 million. On July 1, 2021, and every 5 years thereafter, each 830 dollar amount in this sub-subparagraph shall be adjusted by 831 dividing the annual value of the Employment Cost Index for wages 832 and salaries for private industry workers, or any successor 833 index, as published by the Bureau of Labor Statistics, for the 834 calendar year preceding the calendar year in which the 835 adjustment is being made, by the annual value of such index or 836 successor index for the calendar year ending December 31, 2020 837 2012, and multiplying such dollar amount by the quotient 838 obtained. Each dollar amount determined under this sub 839 subparagraph must shall be rounded to the nearest multiple of 840 $100,000 and adopted by commission rule. 841 5.4.Merger and acquisition broker means a any broker and 842 any person associated with a broker engaged in the business of 843 effecting securities transactions solely in connection with the 844 transfer of ownership of an eligible privately held company, 845 regardless of whether the that broker acts on behalf of a seller 846 or buyer, through the purchase, sale, exchange, issuance, 847 repurchase, or redemption of, or a business combination 848 involving, securities or assets of the eligible privately held 849 company. 850 6.5.Public Shell company means a company that at the 851 time of a transaction with an eligible privately held company: 852 a.Has any class of securities which is registered, or 853 which is required to be registered, with the United States 854 Securities and Exchange Commission under the Securities Exchange 855 Act of 1934, 15 U.S.C. ss. 78a et seq., or with the office under 856 s. 517.07, or for which the company files, or is required to 857 file, summary and periodic information, documents, and reports 858 under s. 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. 859 s. 78o(d); 860 a.b.Has nominal or no operations.; and 861 b.c.Has nominal assets or no assets, assets consisting 862 solely of cash and cash equivalents, or assets consisting of any 863 amount of cash and cash equivalents and nominal other assets. 864 (b)Prior to the completion of any securities transaction 865 described in s. 517.061(7), a merger and acquisition broker must 866 receive written assurances from the control person with the 867 largest percentage of ownership for both the buyer and seller 868 engaged in the transaction that: 869 1.After the transaction is completed, any person who 870 acquires securities or assets of the eligible privately held 871 company, acting alone or in concert, will be a control person of 872 the eligible privately held company or will be a control person 873 for the business conducted with the assets of the eligible 874 privately held company.; and 875 2.After the transaction is completed, any person who 876 acquires securities or assets of the eligible privately held 877 company, acting alone or in concert, will be deemed to be active 878 in the management of the eligible privately held company or the 879 business conducted with the assets of the eligible privately 880 held company, and active in the management of the assets of the 881 eligible privately held company, if he or she engages in any of 882 the following acts or activities: 883 a.Electing executive officers. 884 b.Approving the annual budget. 885 c.Serving as an executive or other executive manager. 886 d.Carrying out such other activities as the commission may 887 by rule determine to be in the public interest. 888 3.2.If any person is offered securities in exchange for 889 securities or assets of the eligible privately held company, 890 such person will, before becoming legally bound to complete the 891 transaction, receive or be given reasonable access to the most 892 recent year-end financial statements of the issuer of the 893 securities offered in exchange. The most recent year-end 894 financial statements shall be customarily prepared by the 895 issuers management in the normal course of operations. If the 896 financial statements of the issuer are audited, reviewed, or 897 compiled, the most recent year-end financial statements must 898 include any related statement by the independent certified 899 public accountant; a balance sheet dated not more than 120 days 900 before the date of the exchange offer; and information 901 pertaining to the management, business, results of operations 902 for the period covered by the foregoing financial statements, 903 and material loss contingencies of the issuer. 904 (c)A merger and acquisition broker engaged in a 905 transaction exempt under s. 517.061(7) is exempt from 906 registration under this section unless the merger and 907 acquisition broker: 908 1.Directly or indirectly, in connection with the transfer 909 of ownership of an eligible privately held company, receives, 910 holds, transmits, or has custody of the funds or securities to 911 be exchanged by the parties to the transaction; 912 2.Engages on behalf of an issuer in a public offering of 913 any class of securities which is registered, or which is 914 required to be registered, with the United States Securities and 915 Exchange Commission under the Securities Exchange Act of 1934, 916 15 U.S.C. ss. 78a et seq., as amended, or with the office under 917 s. 517.07; or for which the issuer files, or is required to 918 file, periodic information, documents, and reports under s. 919 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. s. 920 78o(d), as amended; 921 3.Engages on behalf of any party in a transaction 922 involving a public shell company, other than a business 923 combination related shell company; 924 4.Directly, or indirectly through any of its affiliates, 925 provides financing related to the transfer of ownership of an 926 eligible privately held company; 927 5.Assists any party to obtain financing from an 928 unaffiliated third party without: 929 a.Complying with all other applicable laws in connection 930 with such assistance, including, if applicable, Regulation T 931 under 12 C.F.R. ss. 220 et seq., as amended; and 932 b.Disclosing any compensation in writing to the party; 933 6.Represents both the buyer and the seller in the same 934 transaction without providing clear written disclosure as to the 935 parties the broker represents and obtaining written consent from 936 both parties to the joint representation; 937 7.Facilitates a transaction with a group of buyers formed 938 with the assistance of the merger and acquisition broker to 939 acquire the eligible privately held company; 940 8.Engages in a transaction involving the transfer of 941 ownership of an eligible privately held company to a passive 942 buyer or group of passive buyers; 943 9.Binds a party to a transfer of ownership of an eligible 944 privately held company; or 945 10.Is subject to, or an officer, director, member, 946 manager, partner, or employee of the broker is subject to, the 947 following disciplinary actions: 948 a.Has been barred from association with a broker or dealer 949 by the Securities and Exchange Commission, any state, or any 950 self-regulatory organization; or 951 b.Is suspended from association with a broker or dealer. 952 4.Is subject to a suspension or revocation of registration 953 under s. 15(b)(4) of the Securities Exchange Act of 1934, 15 954 U.S.C. s. 78o(b)(4); 955 5.Is subject to a statutory disqualification described in 956 s. 3(a)(39) of the Securities Exchange Act of 1934, 15 U.S.C. s. 957 78c(a)(39); 958 6.Is subject to a disqualification under the United States 959 Securities and Exchange Commission Rule 506(d), 17 C.F.R. s. 960 230.506(d); or 961 7.Is subject to a final order described in s. 15(b)(4)(H) 962 of the Securities Exchange Act of 1934, 15 U.S.C. s. 963 78o(b)(4)(H). 964 Section 9.Subsection (1), paragraph (a) of subsection (2), 965 and subsections (3) and (5) of section 517.131, Florida 966 Statutes, are amended to read: 967 517.131Securities Guaranty Fund. 968 (1)As used in this section, the term: 969 (a)Final judgment includes an arbitration award 970 confirmed by a court of competent jurisdiction. 971 (b)Restitution order means a court order awarding a 972 specified monetary amount to a named aggrieved person for a 973 violation of s. 517.07 or s. 517.301 to be paid by a named 974 violator. 975 (2)(a)The Chief Financial Officer shall establish a 976 Securities Guaranty Fund to provide monetary relief to victims 977 of securities violations under this chapter who are entitled to 978 monetary damages or restitution and cannot recover the full 979 amount of such monetary damages or restitution from the 980 wrongdoer. An amount not exceeding 20 percent of all revenues 981 received as assessment fees pursuant to s. 517.12(10) and (11) 982 s. 517.12(9) and (10) for dealers and investment advisers or s. 983 517.1201 for federal covered advisers and an amount not 984 exceeding 10 percent of all revenues received as assessment fees 985 pursuant to s. 517.12(10) and (11) s. 517.12(9) and (10) for 986 associated persons must be part of the regular registration 987 license fee and must be transferred to or deposited in the 988 Securities Guaranty Fund. 989 (3)A person is eligible for payment from the Securities 990 Guaranty Fund if the person: 991 (a)1.Is a judgment creditor in Holds an unsatisfied final 992 judgment or a named beneficiary or victim in an unsatisfied 993 restitution order entered on or after October 1, 2024, in which 994 a wrongdoer was found to have violated s. 517.07 or s. 517.301; 995 2.Has applied any amount recovered from the judgment 996 debtor, a person ordered to pay restitution, or any other source 997 to the damages awarded in a final judgment or restitution order 998 by the court or arbitrator; and 999 3.Is a natural person who was a resident of this state, or 1000 is a business entity that was domiciled in this state, at the 1001 time of the violation of s. 517.07 or s. 517.301; or 1002 (b)Is a receiver appointed pursuant to s. 517.191(2) by a 1003 court of competent jurisdiction for a wrongdoer ordered to pay 1004 restitution under s. 517.191(3) as a result of a violation of s. 1005 517.07 or s. 517.301 which has requested payment from the 1006 Securities Guaranty Fund on behalf of a person eligible for 1007 payment under paragraph (a). 1008 1009 If a person holds an unsatisfied final judgment or restitution 1010 order entered before October 1, 2024, in which a wrongdoer was 1011 found to have violated s. 517.07 or s. 517.301, such persons 1012 claim for payment from the Securities Guaranty Fund shall be 1013 governed by the terms of this section and s. 517.141 which were 1014 effective on the date of such final judgment or restitution 1015 order. 1016 (5)An eligible person, or a receiver on behalf of the 1017 eligible person, seeking payment from the Securities Guaranty 1018 Fund must file with the office a written application on a form 1019 that the commission may prescribe by rule. The commission may 1020 adopt by rule procedures for filing documents by electronic 1021 means, provided that such procedures provide the office with the 1022 information and data required by this section. The application 1023 must be filed with the office within 1 year after the date of 1024 the final judgment, the date on which a restitution order has 1025 been ripe for execution, or the date of any appellate decision 1026 thereon, and, at minimum, must contain all of the following 1027 information: 1028 (a)The eligible persons and, if applicable, the 1029 receivers full names, addresses, and contact information. 1030 (b)The name of the judgment debtor or person ordered to 1031 pay restitution. 1032 (c)If the eligible person is a business entity, the 1033 eligible persons type and place of organization and, as 1034 applicable, a copy, as amended, of its articles of 1035 incorporation, articles of organization, trust agreement, or 1036 partnership agreement. 1037 (d)A copy of any final judgment or and a copy thereof. 1038 (e)Any restitution order pursuant to s. 517.191(3), and a 1039 copy thereof. 1040 (e)(f)An affidavit from the eligible person stating either 1041 one of the following: 1042 1.That the eligible person has made all reasonable 1043 searches and inquiries to ascertain whether the judgment debtor 1044 or person ordered to pay restitution possesses real or personal 1045 property or other assets subject to being sold or applied in 1046 satisfaction of the final judgment or restitution order and, by 1047 the eligible persons search, that the eligible person has not 1048 discovered any property or assets. 1049 2.That the eligible person has taken necessary action on 1050 the property and assets of the wrongdoers but the final judgment 1051 or restitution order remains unsatisfied. 1052 (f)(g)If the application is filed by the receiver, an 1053 affidavit from the receiver stating the amount of restitution 1054 owed to the eligible person on whose behalf the claim is filed; 1055 the amount of any money, property, or assets paid to the 1056 eligible person on whose behalf the claim is filed by the person 1057 over whom the receiver is appointed; and the amount of any 1058 unsatisfied portion of any eligible persons restitution order 1059 of restitution. 1060 (g)(h)The eligible persons residence or domicile at the 1061 time of the violation of s. 517.07 or s. 517.301 which resulted 1062 in the eligible persons monetary damages. 1063 (h)(i)The amount of any unsatisfied portion of the 1064 eligible persons final judgment or restitution order. 1065 (i)(j)Whether an appeal or motion to vacate an arbitration 1066 award has been filed. 1067 Section 10.Subsection (3) of section 517.301, Florida 1068 Statutes, is amended to read: 1069 517.301Fraudulent transactions; falsification or 1070 concealment of facts. 1071 (3)It is unlawful for a person in issuing or selling a 1072 security within this state, including a security exempted under 1073 s. 517.051 and including a transaction exempted under s. 1074 517.061, s. 517.0611, or s. 517.0612, to misrepresent that such 1075 security or person business entity has been guaranteed, 1076 sponsored, recommended, or approved by the state or an agency or 1077 officer of the state or by the United States or an agency or 1078 officer of the United States. 1079 Section 11.Subsection (4) of section 517.34, Florida 1080 Statutes, is amended to read: 1081 517.34Protection of specified adults. 1082 (4)A delay on a disbursement or transaction under 1083 subsection (3) expires 15 business days after the date on which 1084 the delay was first placed. However, the dealer or investment 1085 adviser may extend the delay for up to 30 10 additional business 1086 days if the dealers or investment advisers review of the 1087 available facts and circumstances continues to support such 1088 dealers or investment advisers reasonable belief that 1089 financial exploitation of the specified adult has occurred, is 1090 occurring, has been attempted, or will be attempted. A dealer or 1091 investment adviser that extends a delay must notify the office 1092 on a form prescribed by commission rule not later than 3 1093 business days after the date on which the extension was applied. 1094 The notice must identify the dealer or investment adviser that 1095 extended the delay and the date on which the delay was 1096 originally made. The length of the delay may be shortened or 1097 extended at any time by a court of competent jurisdiction. This 1098 subsection does not prevent a dealer or investment adviser from 1099 terminating a delay after communication with the parties 1100 authorized to transact business on the account and any trusted 1101 contact on the account. 1102 Section 12.Subsection (1) of section 517.211, Florida 1103 Statutes, is amended to read: 1104 517.211Private remedies available in cases of unlawful 1105 sale. 1106 (1)Every sale made in violation of either s. 517.07 or s. 1107 517.12(1), (3), (4), (9), (11), (13), (16), or (18) s. 1108 517.12(1), (3), (4), (8), (10), (12), (15), or (17) may be 1109 rescinded at the election of the purchaser; however, a sale made 1110 in violation of the provisions of s. 517.1202(3) relating to a 1111 renewal of a branch office notification or in violation of the 1112 provisions of s. 517.12(13) s. 517.12(12) relating to filing a 1113 change of address amendment is not subject to this section. Each 1114 person making the sale and every director, officer, partner, or 1115 agent of or for the seller, if the director, officer, partner, 1116 or agent has personally participated or aided in making the 1117 sale, is jointly and severally liable to the purchaser in an 1118 action for rescission, if the purchaser still owns the security, 1119 or for damages, if the purchaser has sold the security. No 1120 purchaser otherwise entitled will have the benefit of this 1121 subsection who has refused or failed, within 30 days after 1122 receipt, to accept an offer made in writing by the seller, if 1123 the purchaser has not sold the security, to take back the 1124 security in question and to refund the full amount paid by the 1125 purchaser or, if the purchaser has sold the security, to pay the 1126 purchaser an amount equal to the difference between the amount 1127 paid for the security and the amount received by the purchaser 1128 on the sale of the security, together, in either case, with 1129 interest on the full amount paid for the security by the 1130 purchaser at the legal rate, pursuant to s. 55.03, for the 1131 period from the date of payment by the purchaser to the date of 1132 repayment, less the amount of any income received by the 1133 purchaser on the security. 1134 Section 13.Subsection (2) of section 517.315, Florida 1135 Statutes, is amended to read: 1136 517.315Fees.All fees of any nature collected by the 1137 office pursuant to this chapter shall be disbursed as follows: 1138 (2)After the transfer required in subsection (1), the 1139 office shall transfer the $50 assessment fee collected from each 1140 associated person under s. 517.12(10) and (11) s. 517.12(9) and 1141 (10) and 30.44 percent of the $100 assessment fee paid by 1142 dealers and investment advisers for each office in the state 1143 under s. 517.12(10) and (11) s. 517.12(9) and (10) to the 1144 Regulatory Trust Fund. 1145 Section 14.This act shall take effect upon becoming a law.
```