Florida Senate - 2015 COMMITTEE AMENDMENT
Bill No. SB 914
Ì592182*Î592182
LEGISLATIVE ACTION
Senate . House
Comm: RCS .
03/31/2015 .
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The Committee on Banking and Insurance (Richter) recommended the
following:
1 Senate Amendment to Amendment (171858) (with title
2 amendment)
3
4 Delete lines 418 - 1144
5 and insert:
6 (5) The issuer must file a notice of the offering with the
7 office, in writing or in electronic form, in a format prescribed
8 by commission rule, together with a nonrefundable filing fee of
9 $200. The commission may adopt rules establishing procedures for
10 the deposit of fees and the filing of documents by electronic
11 means if the procedures provide the office with the information
12 and data required by this section. A notice is effective upon
13 receipt of the completed form, filing fee, and an irrevocable
14 written consent to service of civil process, as provided for in
15 s. 517.101, by the office. The notice may be terminated by
16 filing with the office a notice of termination. The notice and
17 offering expire 12 months after filing the notice with the
18 office and are not eligible for renewal. The notice must:
19 (a) Be filed with the office at least 10 days before the
20 issuer commences an offering of securities or the offering is
21 displayed on a website of an intermediary in reliance upon the
22 exemption provided by this section.
23 (b) Indicate that the issuer is conducting an offering in
24 reliance upon the exemption provided by this section.
25 (c) Contain the name and contact information of the issuer.
26 (d) Identify any predecessors, owners, officers, directors,
27 and control persons or any person occupying a similar status or
28 performing a similar function of the issuer, including that
29 person’s title, his or her status as a partner, trustee, sole
30 proprietor or similar role, and his or her ownership percentage.
31 (e) Identify the federally insured financial institution,
32 authorized to do business in this state, in which investor funds
33 will be deposited, in accordance with the escrow agreement.
34 (f) Require an attestation under oath that the issuer, its
35 predecessors, affiliated issuers, directors, officers, and
36 control persons, or any other person occupying a similar status
37 or performing a similar function, are not currently and have not
38 been within the past 10 years the subject of regulatory or
39 criminal actions involving fraud or deceit.
40 (g) Include documentation verifying that the issuer is
41 organized under the laws of this state and authorized to do
42 business in this state.
43 (h) Include the intermediary’s website address where the
44 issuer’s securities will be offered.
45 (i) Include the target offering amount.
46 (6) The issuer must amend the notice form within 30 days
47 after any information contained in the notice becomes inaccurate
48 for any reason. The commission may require, by rule, an issuer
49 who has filed a notice under this section to file amendments
50 with the office.
51 (7) The issuer must provide to investors and the dealer or
52 intermediary, along with a copy to the office at the time the
53 notice is filed, and make available to potential investors
54 through the dealer or intermediary, a disclosure statement
55 containing material information about the issuer and the
56 offering, including:
57 (a) The name, legal status, physical address, and website
58 address of the issuer.
59 (b) The names of the directors, officers, and any person
60 occupying a similar status or performing a similar function, and
61 the name of each person holding more than 20 percent of the
62 shares of the issuer.
63 (c) A description of the business of the issuer and the
64 anticipated business plan of the issuer.
65 (d) A description of the stated purpose and intended use of
66 the proceeds of the offering.
67 (e) The target offering amount, the deadline to reach the
68 target offering amount, and regular updates regarding the
69 progress of the issuer in meeting the target offering amount.
70 (f) The price to the public of the securities or the method
71 for determining the price, provided that before the sale each
72 investor receives in writing the final price and all required
73 disclosures, with an opportunity to rescind the commitment to
74 purchase the securities.
75 (g) A description of the ownership and capital structure of
76 the issuer, including:
77 1. Terms of the securities being offered and each class of
78 security of the issuer, including how those terms may be
79 modified, and a summary of the differences between such
80 securities, including how the rights of the securities being
81 offered may be materially limited, diluted, or qualified by
82 rights of any other class of security of the issuer;
83 2. A description of how the exercise of the rights held by
84 the principal shareholders of the issuer could negatively impact
85 the purchasers of the securities being offered;
86 3. The name and ownership level of each existing
87 shareholder who owns more than 20 percent of any class of the
88 securities of the issuer;
89 4. How the securities being offered are being valued, and
90 examples of methods of how such securities may be valued by the
91 issuer in the future, including during subsequent corporate
92 actions; and
93 5. The risks to purchasers of the securities relating to
94 minority ownership in the issuer, the risks associated with
95 corporate action, including additional issuances of shares, a
96 sale of the issuer or of assets of the issuer, or transactions
97 with related parties.
98 (h) A description of the financial condition of the issuer.
99 1. For offerings that, in combination with all other
100 offerings of the issuer within the preceding 12-month period,
101 have target offering amounts of $100,000 or less, the
102 description must include the most recent income tax return filed
103 by the issuer, if any, and a financial statement that must be
104 certified by the principal executive officer of the issuer as
105 true and complete in all material respects.
106 2. For offerings that, in combination with all other
107 offerings of the issuer within the preceding 12-month period,
108 have target offering amounts of more than $100,000, but not more
109 than $500,000, the description must include financial statements
110 prepared in accordance with generally accepted accounting
111 principles and reviewed by a certified public accountant, as
112 defined in s. 473.302, who is independent of the issuer, using
113 professional standards and procedures for such review or
114 standards and procedures established by the office, by rule, for
115 such purpose.
116 3. For offerings that, in combination with all other
117 offerings of the issuer within the preceding 12-month period,
118 have target offering amounts of more than $500,000, the
119 description must include audited financial statements prepared
120 in accordance with generally accepted accounting principles by a
121 certified public accountant, as defined in s. 473.302, who is
122 independent of the issuer, and other requirements as the
123 commission may establish by rule.
124 (i) The following statement in boldface, conspicuous type
125 on the front page of the disclosure statement:
126
127 These securities are offered under and will be sold in reliance
128 upon an exemption from the registration requirements of federal
129 and Florida securities laws. Consequently, neither the Federal
130 Government nor the State of Florida has reviewed the accuracy or
131 completeness of any offering materials. In making an investment
132 decision, investors must rely on their own examination of the
133 issuer and the terms of the offering, including the merits and
134 risks involved. These securities are subject to restrictions on
135 transferability and resale and may not be transferred or resold
136 except as specifically authorized by applicable federal and
137 state securities laws. Investing in these securities involves a
138 speculative risk, and investors should be able to bear the loss
139 of their entire investment.
140 (8) The issuer shall provide to the office a copy of the
141 escrow agreement with a financial institution authorized to
142 conduct business in this state. All investor funds must be
143 deposited in the escrow account. The escrow agreement must
144 require that all offering proceeds be released to the issuer
145 only when the aggregate capital raised from all investors is
146 equal to or greater than the minimum target offering amount
147 specified in the disclosure statement as necessary to implement
148 the business plan, and that all investors will receive a full
149 return of their investment commitment if that target offering
150 amount is not raised by the date stated in the disclosure
151 statement.
152 (9) The sum of all cash and other consideration received
153 for sales of a security under this section may not exceed $1
154 million, less the aggregate amount received for all sales of
155 securities by the issuer within the 12 months preceding the
156 first offer or sale made in reliance upon this exemption. Offers
157 or sales to a person owning 20 percent or more of the
158 outstanding shares of any class or classes of securities or to
159 an officer, director, partner, or trustee, or a person occupying
160 a similar status, do not count toward this limitation.
161 (10) Unless the investor is an accredited investor as
162 defined by Rule 501 of Regulation D, adopted pursuant to the
163 Securities Act of 1933, the aggregate amount sold by an issuer
164 to an investor in transactions exempt from registration
165 requirements under this subsection in a 12-month period may not
166 exceed:
167 (a) The greater of $2,000 or 5 percent of the annual income
168 or net worth of such investor, if the annual income or the net
169 worth of the investor is less than $100,000.
170 (b) Ten percent of the annual income or net worth of such
171 investor, not to exceed a maximum aggregate amount sold of
172 $100,000, if either the annual income or net worth of the
173 investor is equal to or exceeds $100,000.
174 (11) The issuer shall file with the office and provide to
175 investors free of charge an annual report of the results of
176 operations and financial statements of the issuer within 45 days
177 of its fiscal year end, until no securities under this offering
178 are outstanding. The annual reports must meet the following
179 requirements:
180 (a) Include an analysis by management of the issuer of the
181 business operations and the financial condition of the issuer,
182 and disclose the compensation received by each director,
183 executive officer, and person having an ownership interest of 20
184 percent or more of the issuer, including cash compensation
185 earned since the previous report and on an annual basis, and any
186 bonuses, stock options, other rights to receive securities of
187 the issuer, or any affiliate of the issuer, or other
188 compensation received.
189 (b) Disclose any material change to information contained
190 in the disclosure statements which was not disclosed in a
191 previous report.
192 (12)(a) A notice-filing under this section shall be
193 summarily suspended by the office if the payment for the filing
194 is dishonored by the financial institution upon which the funds
195 are drawn. For purposes of s. 120.60(6), failure to pay the
196 required notice filing fee constitutes an immediate and serious
197 danger to the public health, safety, and welfare. The office
198 shall enter a final order revoking a notice-filing in which the
199 payment for the filing is dishonored by the financial
200 institution upon which the funds are drawn.
201 (b) A notice-filing under this section shall be summarily
202 suspended by the office if the issuer made a material false
203 statement in the issuer’s notice-filing. The summary suspension
204 shall remain in effect until a final order is entered by the
205 office. For purposes of s. 120.60(6), a material false statement
206 made in the issuer’s notice-filing constitutes an immediate and
207 serious danger to the public health, safety, and welfare. If an
208 issuer made a material false statement in the issuer’s notice
209 filing, the office shall enter a final order revoking the
210 notice-filing, issue a fine as prescribed by s. 517.221(3), and
211 issue permanent bars under s. 517.221(4) to the issuer and all
212 owners, officers, directors, and control persons, or any person
213 occupying a similar status or performing a similar function of
214 the issuer, including titles; status as a partner, trustee, sole
215 proprietor, or similar roles; and ownership percentage.
216 (13) All fees collected under this section become the
217 revenue of the state, except for those assessments provided for
218 under s. 517.131(1) until such time as the Securities Guaranty
219 Fund satisfies the statutory limits, and are not returnable in
220 the event that a notice filing is withdrawn.
221 (14) An intermediary must:
222 (a) Take measures, as established by commission rule, to
223 reduce the risk of fraud with respect to transactions, including
224 verifying that the issuer is in compliance with the requirements
225 of this section and, if necessary, denying an issuer access to
226 its platform if the intermediary believes it is unable to
227 adequately assess the risk of fraud of the issuer or its
228 potential offering.
229 (b) Provide basic information on its website regarding the
230 high risk of investment in and limitation on the resale of
231 exempt securities and the potential for loss of an entire
232 investment. The basic information must include:
233 1. A description of the escrow agreement that the issuer
234 has executed and the conditions for release of such funds to the
235 issuer in accordance with the agreement and subsection (4).
236 2. A description of whether financial information provided
237 by the issuer has been audited by an independent certified
238 public accountant, as defined in s. 473.302.
239 (c) Obtain a zip code or residence address from each
240 potential investor who seeks to view information regarding
241 specific investment opportunities, in order to confirm that the
242 potential investor is a resident of this state.
243 (d) Obtain and verify, pursuant to commission rule, a valid
244 Florida driver license number or official identification card
245 number from each investor before purchase of a security or other
246 information, as defined by commission rule, to confirm that the
247 investor is a resident of the state.
248 (e) Obtain an affidavit from each investor stating that the
249 investment being made by the investor is consistent with the
250 income requirements of subsection (10).
251 (f) Direct the release of investor funds in escrow in
252 accordance with subsection (4).
253 (g) Direct investors to transmit funds directly to the
254 financial institution designated in the escrow agreement to hold
255 the funds for the benefit of the investor.
256 (h) Provide a monthly update for each offering, after the
257 first full month after the date of the offering. The update must
258 be accessible on the intermediary’s website and must display the
259 date and amount of each sale of securities, and each
260 cancellation of commitment to invest in the previous calendar
261 month.
262 (i) Require each investor to certify in writing, including
263 as part of such certification his or her signature and his or
264 her initials next to each paragraph of the certification, as
265 follows:
266
267 I understand and acknowledge that:
268
269 I am investing in a high-risk, speculative business venture. I
270 may lose all of my investment, and I can afford the loss of my
271 investment.
272
273 This offering has not been reviewed or approved by any state or
274 federal securities commission or other regulatory authority and
275 no regulatory authority has confirmed the accuracy or determined
276 the adequacy of any disclosure made to me relating to this
277 offering.
278
279 The securities I am acquiring in this offering are illiquid and
280 are subject to possible dilution. There is no ready market for
281 the sale of the securities. It may be difficult or impossible
282 for me to sell or otherwise dispose of the securities, and I may
283 be required to hold the securities indefinitely.
284
285 I may be subject to tax on my share of the taxable income and
286 losses of the issuer, whether or not I have sold or otherwise
287 disposed of my investment or received any dividends or other
288 distributions from the issuer.
289
290 By entering into this transaction with the issuer, I am
291 affirmatively representing myself as being a Florida resident at
292 the time this contract is formed, and if this representation is
293 subsequently shown to be false, the contract is void.
294
295 If I resell any of the securities I am acquiring in this
296 offering to a person that is not a Florida resident within 9
297 months after the closing of the offering, my contract with the
298 issuer for the purchase of these securities is void.
299
300 (j) Require each investor to answer questions demonstrating
301 an understanding of the level of risk generally applicable to
302 investments in startups, emerging businesses, and small issuers,
303 and an understanding of the risk of illiquidity.
304 (k) Take reasonable steps to protect personal information
305 collected from investors, as required by s. 501.171.
306 (l) Prohibit its directors and officers from having any
307 financial interest in the issuer using its services.
308 (m) Implement written policies and procedures that are
309 reasonably designed to achieve compliance with federal and state
310 securities laws; comply with anti-money laundering requirements
311 of 31 C.F.R. ch. X applicable to registered brokers; and comply
312 with the privacy requirements of 17 C.F.R. part 248 as they
313 apply to brokers.
314 (15) An intermediary not registered as a dealer under s.
315 517.12(6) may not:
316 (a) Offer investment advice or recommendations. A refusal
317 by an intermediary to post an offering that it deems not
318 credible or that represents a potential for fraud may not be
319 construed as an offer of investment advice or recommendation.
320 (b) Solicit purchases, sales, or offers to buy securities
321 offered or displayed on its website.
322 (c) Compensate employees, agents, or other persons for the
323 solicitation or based on the sale of securities offered or
324 displayed on its website.
325 (d) Hold, manage, possess, or otherwise handle investor
326 funds or securities.
327 (e) Compensate promoters, finders, or lead generators for
328 providing the intermediary with the personal identifying
329 information of any potential investor.
330 (f) Engage in any other activities set forth by commission
331 rule.
332 (16) All funds received from investors must be directed to
333 the financial institution designated in the escrow agreement to
334 hold the funds and must be used in accordance with
335 representations made to investors by the intermediary. If an
336 investor cancels a commitment to invest, the intermediary must
337 direct the financial institution designated to hold the funds to
338 promptly refund the funds of the investor.
339 Section 4. Section 517.12, Florida Statutes, is amended to
340 read:
341 517.12 Registration of dealers, associated persons,
342 intermediaries, and investment advisers.—
343 (1) No dealer, associated person, or issuer of securities
344 shall sell or offer for sale any securities in or from offices
345 in this state, or sell securities to persons in this state from
346 offices outside this state, by mail or otherwise, unless the
347 person has been registered with the office pursuant to the
348 provisions of this section. The office shall not register any
349 person as an associated person of a dealer unless the dealer
350 with which the applicant seeks registration is lawfully
351 registered with the office pursuant to this chapter.
352 (2) The registration requirements of this section do not
353 apply to the issuers of securities exempted by s. 517.051(1)-(8)
354 and (10).
355 (3) Except as otherwise provided in s. 517.061(11)(a)4.,
356 (13), (16), (17), or (19), the registration requirements of this
357 section do not apply in a transaction exempted by s. 517.061(1)
358 (12), (14), and (15).
359 (4) No investment adviser or associated person of an
360 investment adviser or federal covered adviser shall engage in
361 business from offices in this state, or render investment advice
362 to persons of this state, by mail or otherwise, unless the
363 federal covered adviser has made a notice-filing with the office
364 pursuant to s. 517.1201 or the investment adviser is registered
365 pursuant to the provisions of this chapter and associated
366 persons of the federal covered adviser or investment adviser
367 have been registered with the office pursuant to this section.
368 The office shall not register any person or an associated person
369 of a federal covered adviser or an investment adviser unless the
370 federal covered adviser or investment adviser with which the
371 applicant seeks registration is in compliance with the notice
372 filing requirements of s. 517.1201 or is lawfully registered
373 with the office pursuant to this chapter. A dealer or associated
374 person who is registered pursuant to this section may render
375 investment advice upon notification to and approval from the
376 office.
377 (5) No dealer or investment adviser shall conduct business
378 from a branch office within this state unless the branch office
379 is notice-filed with the office pursuant to s. 517.1202.
380 (6) A dealer, associated person, or investment adviser, in
381 order to obtain registration, must file with the office a
382 written application, on a form which the commission may by rule
383 prescribe. The commission may establish, by rule, procedures for
384 depositing fees and filing documents by electronic means
385 provided such procedures provide the office with the information
386 and data required by this section. Each dealer or investment
387 adviser must also file an irrevocable written consent to service
388 of civil process similar to that provided for in s. 517.101. The
389 application shall contain such information as the commission or
390 office may require concerning such matters as:
391 (a) The name of the applicant and the address of its
392 principal office and each office in this state.
393 (b) The applicant’s form and place of organization; and, if
394 the applicant is a corporation, a copy of its articles of
395 incorporation and amendments to the articles of incorporation
396 or, if a partnership, a copy of the partnership agreement.
397 (c) The applicant’s proposed method of doing business and
398 financial condition and history, including a certified financial
399 statement showing all assets and all liabilities, including
400 contingent liabilities of the applicant as of a date not more
401 than 90 days prior to the filing of the application.
402 (d) The names and addresses of all associated persons of
403 the applicant to be employed in this state and the offices to
404 which they will be assigned.
405 (7) The application must also contain such information as
406 the commission or office may require about the applicant; any
407 member, principal, or director of the applicant or any person
408 having a similar status or performing similar functions; any
409 person directly or indirectly controlling the applicant; or any
410 employee of a dealer or of an investment adviser rendering
411 investment advisory services. Each applicant and any direct
412 owners, principals, or indirect owners that are required to be
413 reported on Form BD or Form ADV pursuant to subsection (15)
414 shall submit fingerprints for live-scan processing in accordance
415 with rules adopted by the commission. The fingerprints may be
416 submitted through a third-party vendor authorized by the
417 Department of Law Enforcement to provide live-scan
418 fingerprinting. The costs of fingerprint processing shall be
419 borne by the person subject to the background check. The
420 Department of Law Enforcement shall conduct a state criminal
421 history background check, and a federal criminal history
422 background check must be conducted through the Federal Bureau of
423 Investigation. The office shall review the results of the state
424 and federal criminal history background checks and determine
425 whether the applicant meets licensure requirements. The
426 commission may waive, by rule, the requirement that applicants,
427 including any direct owners, principals, or indirect owners that
428 are required to be reported on Form BD or Form ADV pursuant to
429 subsection (15), submit fingerprints or the requirement that
430 such fingerprints be processed by the Department of Law
431 Enforcement or the Federal Bureau of Investigation. The
432 commission or office may require information about any such
433 applicant or person concerning such matters as:
434 (a) His or her full name, and any other names by which he
435 or she may have been known, and his or her age, social security
436 number, photograph, qualifications, and educational and business
437 history.
438 (b) Any injunction or administrative order by a state or
439 federal agency, national securities exchange, or national
440 securities association involving a security or any aspect of the
441 securities business and any injunction or administrative order
442 by a state or federal agency regulating banking, insurance,
443 finance, or small loan companies, real estate, mortgage brokers,
444 or other related or similar industries, which injunctions or
445 administrative orders relate to such person.
446 (c) His or her conviction of, or plea of nolo contendere
447 to, a criminal offense or his or her commission of any acts
448 which would be grounds for refusal of an application under s.
449 517.161.
450 (d) The names and addresses of other persons of whom the
451 office may inquire as to his or her character, reputation, and
452 financial responsibility.
453 (8) The commission or office may require the applicant or
454 one or more principals or general partners, or natural persons
455 exercising similar functions, or any associated person applicant
456 to successfully pass oral or written examinations. Because any
457 principal, manager, supervisor, or person exercising similar
458 functions shall be responsible for the acts of the associated
459 persons affiliated with a dealer, the examination standards may
460 be higher for a dealer, office manager, principal, or person
461 exercising similar functions than for a nonsupervisory
462 associated person. The commission may waive the examination
463 process when it determines that such examinations are not in the
464 public interest. The office shall waive the examination
465 requirements for any person who has passed any tests as
466 prescribed in s. 15(b)(7) of the Securities Exchange Act of 1934
467 that relates to the position to be filled by the applicant.
468 (9)(a) All dealers, except securities dealers who are
469 designated by the Federal Reserve Bank of New York as primary
470 government securities dealers or securities dealers registered
471 as issuers of securities, shall comply with the net capital and
472 ratio requirements imposed pursuant to the Securities Exchange
473 Act of 1934. The commission may by rule require a dealer to file
474 with the office any financial or operational information that is
475 required to be filed by the Securities Exchange Act of 1934 or
476 any rules adopted under such act.
477 (b) The commission may by rule require the maintenance of a
478 minimum net capital for securities dealers who are designated by
479 the Federal Reserve Bank of New York as primary government
480 securities dealers and securities dealers registered as issuers
481 of securities and investment advisers, or prescribe a ratio
482 between net capital and aggregate indebtedness, to assure
483 adequate protection for the investing public. The provisions of
484 this section shall not apply to any investment adviser that
485 maintains its principal place of business in a state other than
486 this state, provided such investment adviser is registered in
487 the state where it maintains its principal place of business and
488 is in compliance with such state’s net capital requirements.
489 (10) An applicant for registration shall pay an assessment
490 fee of $200, in the case of a dealer or investment adviser, or
491 $50, in the case of an associated person. An associated person
492 may be assessed an additional fee to cover the cost for the
493 fingerprints to be processed by the office. Such fee shall be
494 determined by rule of the commission. Such fees become the
495 revenue of the state, except for those assessments provided for
496 under s. 517.131(1) until such time as the Securities Guaranty
497 Fund satisfies the statutory limits, and are not returnable in
498 the event that registration is withdrawn or not granted.
499 (11) If the office finds that the applicant is of good
500 repute and character and has complied with the provisions of
501 this chapter and the rules made pursuant hereto, it shall
502 register the applicant. The registration of each dealer,
503 investment adviser, and associated person expires on December 31
504 of the year the registration became effective unless the
505 registrant has renewed his or her registration on or before that
506 date. Registration may be renewed by furnishing such information
507 as the commission may require, together with payment of the fee
508 required in subsection (10) for dealers, investment advisers, or
509 associated persons and the payment of any amount lawfully due
510 and owing to the office pursuant to any order of the office or
511 pursuant to any agreement with the office. Any dealer,
512 investment adviser, or associated person who has not renewed a
513 registration by the time the current registration expires may
514 request reinstatement of such registration by filing with the
515 office, on or before January 31 of the year following the year
516 of expiration, such information as may be required by the
517 commission, together with payment of the fee required in
518 subsection (10) for dealers, investment advisers, or associated
519 persons and a late fee equal to the amount of such fee. Any
520 reinstatement of registration granted by the office during the
521 month of January shall be deemed effective retroactive to
522 January 1 of that year.
523 (12)(a) The office may issue a license to a dealer,
524 investment adviser, or associated person to evidence
525 registration under this chapter. The office may require the
526 return to the office of any license it may issue prior to
527 issuing a new license.
528 (b) Every dealer, investment adviser, or federal covered
529 adviser shall promptly file with the office, as prescribed by
530 rules adopted by the commission, notice as to the termination of
531 employment of any associated person registered for such dealer
532 or investment adviser in this state and shall also furnish the
533 reason or reasons for such termination.
534 (c) Each dealer or investment adviser shall designate in
535 writing to, and register with, the office a manager for each
536 office the dealer or investment adviser has in this state.
537 (13) Changes in registration occasioned by changes in
538 personnel of a partnership or in the principals, copartners,
539 officers, or directors of any dealer or investment adviser or by
540 changes of any material fact or method of doing business shall
541 be reported by written amendment in such form and at such time
542 as the commission may specify. In any case in which a person or
543 a group of persons, directly or indirectly or acting by or
544 through one or more persons, proposes to purchase or acquire a
545 controlling interest in a registered dealer or investment
546 adviser, such person or group shall submit an initial
547 application for registration as a dealer or investment adviser
548 prior to such purchase or acquisition. The commission shall
549 adopt rules providing for waiver of the application required by
550 this subsection where control of a registered dealer or
551 investment adviser is to be acquired by another dealer or
552 investment adviser registered under this chapter or where the
553 application is otherwise unnecessary in the public interest.
554 (14) Every dealer or investment adviser registered or
555 required to be registered or branch office notice-filed or
556 required to be notice-filed with the office shall keep records
557 of all currency transactions in excess of $10,000 and shall file
558 reports, as prescribed under the financial recordkeeping
559 regulations in 31 C.F.R. part 103, with the office when
560 transactions occur in or from this state. All reports required
561 by this subsection to be filed with the office shall be
562 confidential and exempt from s. 119.07(1) except that any law
563 enforcement agency or the Department of Revenue shall have
564 access to, and shall be authorized to inspect and copy, such
565 reports.
566 (15)(a) In order to facilitate uniformity and streamline
567 procedures for persons who are subject to registration or
568 notification in multiple jurisdictions, the commission may adopt
569 by rule uniform forms that have been approved by the Securities
570 and Exchange Commission, and any subsequent amendments to such
571 forms, if the forms are substantially consistent with the
572 provisions of this chapter. Uniform forms that the commission
573 may adopt to administer this section include, but are not
574 limited to:
575 1. Form BR, Uniform Branch Office Registration Form,
576 adopted October 2005.
577 2. Form U4, Uniform Application for Securities Industry
578 Registration or Transfer, adopted October 2005.
579 3. Form U5, Uniform Termination Notice for Securities
580 Industry Registration, adopted October 2005.
581 4. Form ADV, Uniform Application for Investment Adviser
582 Registration, adopted October 2003.
583 5. Form ADV-W, Notice of Withdrawal from Registration as an
584 Investment Adviser, adopted October 2003.
585 6. Form BD, Uniform Application for Broker-Dealer
586 Registration, adopted July 1999.
587 7. Form BDW, Uniform Request for Broker-Dealer Withdrawal,
588 adopted August 1999.
589 (b) In lieu of filing with the office the applications
590 specified in subsection (6), the fees required by subsection
591 (10), the renewals required by subsection (11), and the
592 termination notices required by subsection (12), the commission
593 may by rule establish procedures for the deposit of such fees
594 and documents with the Central Registration Depository or the
595 Investment Adviser Registration Depository of the Financial
596 Industry Regulatory Authority, as developed under contract with
597 the North American Securities Administrators Association, Inc.
598 (16) Except for securities dealers who are designated by
599 the Federal Reserve Bank of New York as primary government
600 securities dealers or securities dealers registered as issuers
601 of securities, every applicant for initial or renewal
602 registration as a securities dealer and every person registered
603 as a securities dealer shall be registered as a broker or dealer
604 with the Securities and Exchange Commission and shall be subject
605 to insurance coverage by the Securities Investor Protection
606 Corporation.
607 (17)(a) A dealer that is located in Canada, does not have
608 an office or other physical presence in this state, and has made
609 a notice-filing in accordance with this subsection is exempt
610 from the registration requirements of this section and may
611 effect transactions in securities with or for, or induce or
612 attempt to induce the purchase or sale of any security by:
613 1. A person from Canada who is present in this state and
614 with whom the Canadian dealer had a bona fide dealer-client
615 relationship before the person entered the United States; or
616 2. A person from Canada who is present in this state and
617 whose transactions are in a self-directed, tax-advantaged
618 retirement plan in Canada of which the person is the holder or
619 contributor.
620 (b) A notice-filing under this subsection must consist of
621 documents the commission by rule requires to be filed, together
622 with a consent to service of process and a nonrefundable filing
623 fee of $200. The commission may establish by rule procedures for
624 the deposit of fees and the filing of documents to be made by
625 electronic means, if such procedures provide the office with the
626 information and data required by this section.
627 (c) A Canadian dealer may make a notice-filing under this
628 subsection if the dealer provides to the office:
629 1. A notice-filing in the form the commission requires by
630 rule.
631 2. A consent to service of process.
632 3. Evidence that the Canadian dealer is registered as a
633 dealer in the jurisdiction in which the dealer’s main office is
634 located.
635 4. Evidence that the Canadian dealer is a member of a self
636 regulatory organization or stock exchange in Canada.
637 (d) The office may issue a permit to evidence the
638 effectiveness of a notice-filing for a Canadian dealer.
639 (e) A notice-filing is effective upon receipt by the
640 office. A notice-filing expires on December 31 of the year in
641 which the filing becomes effective unless the Canadian dealer
642 has renewed the filing on or before that date. A Canadian dealer
643 may annually renew a notice-filing by furnishing to the office
644 such information as the office requires together with a renewal
645 fee of $200 and the payment of any amount due and owing the
646 office pursuant to any agreement with the office. Any Canadian
647 dealer who has not renewed a notice-filing by the time a current
648 notice-filing expires may request reinstatement of such notice
649 filing by filing with the office, on or before January 31 of the
650 year following the year the notice-filing expires, such
651 information as the commission requires by rule, together with
652 the payment of $200 and a late fee of $200. A reinstatement of a
653 notice-filing granted by the office during the month of January
654 is effective retroactively to January 1 of that year.
655 (f) An associated person who represents a Canadian dealer
656 who has made a notice-filing under this subsection is exempt
657 from the registration requirements of this section and may
658 effect transactions in securities in this state as permitted for
659 a dealer under paragraph (a) if such person is registered in the
660 jurisdiction from which he or she is effecting transactions into
661 this state.
662 (g) A Canadian dealer who has made a notice-filing under
663 this subsection shall:
664 1. Maintain its provincial or territorial registration and
665 its membership in a self-regulatory organization or stock
666 exchange in good standing.
667 2. Provide the office upon request with its books and
668 records relating to its business in this state as a dealer.
669 3. Provide the office upon request notice of each civil,
670 criminal, or administrative action initiated against the dealer.
671 4. Disclose to its clients in this state that the dealer
672 and its associated persons are not subject to the full
673 regulatory requirements under this chapter.
674 5. Correct any inaccurate information within 30 days after
675 the information contained in the notice-filing becomes
676 inaccurate for any reason.
677 (h) An associated person representing a Canadian dealer who
678 has made a notice-filing under this subsection shall:
679 1. Maintain provincial or territorial registration in good
680 standing.
681 2. Provide the office upon request with notice of each
682 civil, criminal, or administrative action initiated against such
683 person.
684 (i) A notice-filing may be terminated by filing notice of
685 such termination with the office. Unless another date is
686 specified by the Canadian dealer, such notice is effective upon
687 receipt of the notice by the office.
688 (j) All fees collected under this subsection become the
689 revenue of the state, except those assessments provided for
690 under s. 517.131(1), until the Securities Guaranty Fund has
691 satisfied the statutory limits. Such fees are not returnable if
692 a notice-filing is withdrawn.
693 (18) Every dealer or associated person registered or
694 required to be registered with the office shall satisfy any
695 continuing education requirements established by rule pursuant
696 to law.
697 (19) The registration requirements of this section which
698 apply to investment advisers and associated persons do not apply
699 to a commodity trading adviser who:
700 (a) Is registered as such with the Commodity Futures
701 Trading Commission pursuant to the Commodity Exchange Act.
702 (b) Advises or exercises trading discretion, with respect
703 to foreign currency options listed and traded exclusively on the
704 Philadelphia Stock Exchange, on behalf of an “appropriate
705 person” as defined by the Commodity Exchange Act.
706
707 The exemption provided in this subsection does not apply to a
708 commodity trading adviser who engages in other activities that
709 require registration under this chapter.
710 (20) An intermediary may not engage in business in this
711 state unless the intermediary is registered as a dealer or as an
712 intermediary with the office pursuant to this section to
713 facilitate the offer or sale of securities in accordance with s.
714 517.0611. An intermediary, in order to obtain registration, must
715 file with the office a written application on a form prescribed
716 by commission rule and pay a registration fee of $200. The
717 commission may establish by rule procedures for depositing fees
718 and filing documents by electronic means if such procedures
719 provide the office with the information and data required by
720 this section. Each intermediary must also file an irrevocable
721 written consent to service of civil process, as provided for in
722 s. 517.101.
723
724 ================= T I T L E A M E N D M E N T ================
725 And the title is amended as follows:
726 Delete line 1438
727 and insert:
728 and intermediaries offering such securities; requiring
729 the issuer to provide to the office a copy of a
730 specified escrow agreement; limiting