Florida Senate - 2024                       CS for CS for SB 532
       
       
        
       By the Committees on Fiscal Policy; and Banking and Insurance;
       and Senator Brodeur
       
       
       
       
       594-03381-24                                           2024532c2
    1                        A bill to be entitled                      
    2         An act relating to securities; amending s. 517.021,
    3         F.S.; revising definitions; defining the terms “angel
    4         investor group” and “business entity”; amending s.
    5         517.051, F.S.; revising the list of securities that
    6         are exempt from registration requirements under
    7         certain provisions; amending s. 517.061, F.S.;
    8         revising the list of transactions that are exempt from
    9         registration requirements under certain provisions;
   10         amending s. 517.0611, F.S.; revising a short title;
   11         revising provisions relating to a certain registration
   12         exemption for certain securities transactions;
   13         updating the federal laws or regulations with which
   14         the offer or sale of securities must be in compliance;
   15         revising requirements for issuers relating to the
   16         registration exemption; revising requirements for the
   17         notice of offering that must be filed by the issuer
   18         under certain circumstances; specifying the timeframe
   19         within which issuers may amend such notice after any
   20         material information contained in the notice becomes
   21         inaccurate; authorizing the issuer to engage in
   22         general advertising and general solicitation under
   23         certain circumstances; specifying requirements for
   24         such advertising and solicitation; requiring the
   25         issuer to provide a disclosure statement to certain
   26         entities and persons within a specified timeframe;
   27         revising requirements for such statement; deleting
   28         requirements for the escrow agreement; conforming
   29         provisions to changes made by the act; revising the
   30         amount that may be received for sales of certain
   31         securities; providing a limit on securities that may
   32         be sold by an issuer to an investor; deleting the
   33         requirement that an issuer file and provide a certain
   34         annual report; conforming cross-references; revising
   35         the duties of intermediaries under certain
   36         circumstances; providing obligations of issuers under
   37         certain circumstances; providing that certain sales
   38         are voidable within a specified timeframe; providing
   39         requirements for purchasers’ notices to issuers to
   40         void purchases; deleting provisions relating to funds
   41         received from investors; creating s. 517.0612, F.S.;
   42         providing a short title; providing applicability;
   43         requiring that offers and sales of securities be in
   44         accordance with certain federal laws and rules;
   45         specifying certain requirements for issuers relating
   46         to the registration exemption; specifying a limitation
   47         on the amount of cash and other consideration that may
   48         be received from sales of certain securities made
   49         within a specified timeframe; prohibiting an issuer
   50         from accepting more than a specified amount from a
   51         single purchaser under certain circumstances;
   52         authorizing the issuer to engage in general
   53         advertising and general solicitation of the offering
   54         under certain circumstances; specifying that a certain
   55         prohibition is enforceable under ch. 517, F.S.;
   56         requiring that the purchaser receive a disclosure
   57         statement within a specified timeframe; specifying the
   58         requirements for such statement; requiring certain
   59         funds to be deposited into certain bank and depository
   60         institutions; prohibiting the issuer from withdrawing
   61         any amount of the offering proceeds until the target
   62         offering amount has been received; requiring the
   63         issuer to file a notice of the offering in a certain
   64         format within a specified timeframe; requiring the
   65         issuer to file an amended notice within a specified
   66         timeframe under certain circumstances; prohibiting
   67         agents of issuers from engaging in certain acts under
   68         certain circumstances; providing that sales made under
   69         the exemption are voidable within a specified
   70         timeframe; providing requirements for purchasers’
   71         notices to issuers to void purchases; creating s.
   72         517.0613, F.S.; providing construction; providing that
   73         registration exemptions under certain provisions are
   74         not available to issuers for certain transactions
   75         under specified circumstances; providing registration
   76         requirements; creating s. 517.0614, F.S.; specifying
   77         criteria for determining integration of offerings for
   78         the purpose of registration or qualifying for a
   79         registration exemption; specifying certain
   80         requirements for the integration of offerings for an
   81         exempt offering for which general solicitation is
   82         prohibited; specifying certain requirements for the
   83         integration of offerings for two or more exempt
   84         offerings that allow general solicitation; specifying
   85         the circumstances under which integration analysis is
   86         not required; creating s. 517.0615, F.S.; specifying
   87         that certain communications are not deemed to
   88         constitute general solicitation or general advertising
   89         under specified circumstances; creating s. 517.0616,
   90         F.S.; providing that registration exemptions under
   91         certain provisions are not available to certain
   92         issuers under a specified circumstance; amending s.
   93         517.081, F.S.; revising the duties and authority of
   94         the Financial Services Commission; authorizing the
   95         commission to establish certain criteria relating to
   96         the issuance of certain securities, trusts, and
   97         investments; authorizing the commission to prescribe
   98         certain forms and establish procedures for depositing
   99         fees and filing documents and requirements and
  100         standards relating to prospectuses, advertisements,
  101         and other sales literature; revising the list of
  102         issuers that are ineligible to submit simplified
  103         offering circulars; deleting provisions that require
  104         issuers to provide certain documents to the Office of
  105         Financial Regulation under certain circumstances;
  106         revising the requirements that must be met before the
  107         office must record the registration of a security;
  108         amending s. 517.101, F.S.; revising requirements for
  109         written consent to service in certain suits,
  110         proceedings, and actions; amending s. 517.131, F.S.;
  111         defining the term “final judgment”; specifying the
  112         purpose of the Securities Guaranty Fund; making
  113         technical changes; revising eligibility for payment
  114         from the fund; requiring eligible persons or receivers
  115         seeking payment from the fund to file a certain
  116         application with the office on a certain form;
  117         authorizing the commission to adopt rules regarding
  118         electronic filing of such application; specifying the
  119         timeframe within which certain eligible persons or
  120         receivers must file such application; providing
  121         requirements for such applications; requiring the
  122         office to approve applications for payment under
  123         certain circumstances and to provide applicants with
  124         certain notices within a specified timeframe;
  125         requiring eligible persons or receivers to assign to
  126         the office all rights, titles, and interests in final
  127         judgments and orders of restitution equal to a
  128         specified amount under certain circumstances;
  129         requiring the office to deem an application for
  130         payment abandoned under certain circumstances;
  131         requiring that the time period to complete
  132         applications be tolled under certain circumstances;
  133         deleting provisions relating to specified notices to
  134         the office and to rulemaking authority; amending s.
  135         517.141, F.S.; defining terms; revising the Securities
  136         Guaranty Fund disbursement amounts to which eligible
  137         persons are entitled; revising provisions regarding
  138         payment of aggregate claims; providing for the
  139         satisfaction of claims in the event of an insufficient
  140         balance in the fund; requiring payments and
  141         disbursements from the Securities Guaranty Fund to be
  142         made by the Chief Financial Officer or his or her
  143         authorized designee, upon authorization by the office;
  144         requiring such authorization to be submitted within a
  145         certain timeframe; deleting provisions regarding
  146         requirements for payment of claims; conforming
  147         provisions to changes made by the act; specifying the
  148         circumstances under which a claimant must reimburse
  149         the fund for payments received from the fund;
  150         providing penalties; authorizing the Department of
  151         Financial Services, rather than the office, to
  152         institute legal proceedings for certain compliance
  153         enforcement and to recover certain interests, costs,
  154         and fees; amending s. 517.191, F.S.; deleting an
  155         obsolete term; revising the civil penalty amounts for
  156         certain violations; authorizing the office to recover
  157         certain costs and attorney fees; requiring that moneys
  158         recovered be deposited in a specified trust fund;
  159         specifying the liability of control persons; providing
  160         an exception; specifying circumstances under which
  161         certain persons are deemed to have violated ch. 517,
  162         F.S.; authorizing the office to issue and serve cease
  163         and desist orders and emergency cease and desist
  164         orders under certain circumstances; authorizing the
  165         office to impose and collect administrative fines for
  166         certain violations; specifying the disposition of such
  167         fines; authorizing the office to bar applications or
  168         notifications for licenses and registrations under
  169         certain circumstances; conforming cross-references;
  170         providing construction; specifying jurisdiction of the
  171         courts relating to the sale or offer of certain
  172         securities; making technical changes; amending s.
  173         517.211, F.S.; providing for joint and several
  174         liability of control persons in certain circumstances
  175         for the purposes of specified actions; specifying the
  176         date on which certain interest begins accruing in an
  177         action for rescission; providing construction;
  178         specifying that certain civil remedies extend to
  179         purchasers or sellers of securities; making technical
  180         changes; repealing s. 517.221, F.S., relating to cease
  181         and desist orders; repealing s. 517.241, F.S.,
  182         relating to remedies; amending s. 517.301, F.S.;
  183         revising the circumstances under which certain
  184         activities are considered unlawful and violations of
  185         law; conforming provisions to changes made by the act;
  186         revising the definition of the term “investment”;
  187         specifying that certain misrepresentations by persons
  188         issuing or selling securities are unlawful; specifying
  189         that certain misrepresentations by persons registered
  190         or required to be registered under certain provisions
  191         or subject to certain requirements are unlawful;
  192         specifying that obtaining money or property in
  193         connection with the offer or sale of an investment is
  194         unlawful under certain conditions; providing
  195         construction; requiring disclaimers for certain
  196         statements; making technical changes; repealing s.
  197         517.311, F.S., relating to false representations,
  198         deceptive words, and enforcement; repealing s.
  199         517.312, F.S., relating to securities, investments,
  200         and boiler rooms, prohibited practices, and remedies;
  201         amending ss. 517.072 and 517.12, F.S.; conforming
  202         cross-references and making technical changes;
  203         amending ss. 517.1201 and 517.1202, F.S.; conforming
  204         cross-references; amending s. 517.302, F.S.;
  205         conforming a provision to changes made by the act and
  206         making a technical change; providing an effective
  207         date.
  208          
  209  Be It Enacted by the Legislature of the State of Florida:
  210  
  211         Section 1. Present subsections (3), (4), (5), and (6)
  212  through (25) of section 517.021, Florida Statutes, are
  213  redesignated as subsections (4), (5), (6), and (8) through (27),
  214  respectively, new subsections (3) and (7) are added to that
  215  section, and subsection (1) and present subsections (4), (8),
  216  (9), and (14) of that section are amended, to read:
  217         517.021 Definitions.—When used in this chapter, unless the
  218  context otherwise indicates, the following terms have the
  219  following respective meanings:
  220         (1) “Accredited investor” shall be defined by rule of the
  221  commission in accordance with Securities and Exchange Commission
  222  Rule 501, 17 C.F.R. s. 230.501, as amended.
  223         (3)“Angel investor group” means a group of accredited
  224  investors who hold regular meetings and have defined processes
  225  and procedures for making investment decisions, individually or
  226  among the membership of the group, and who are not associated
  227  persons, affiliates, or agents of a dealer or investment
  228  adviser.
  229         (5)(4) “Boiler room” means an enterprise in which two or
  230  more persons in a common scheme or enterprise solicit potential
  231  investors through telephone calls, e-mail, text messages, social
  232  media, chat rooms, or other electronic means engage in telephone
  233  communications with members of the public using two or more
  234  telephones at one location, or at more than one location in a
  235  common scheme or enterprise.
  236         (7)Business entity means any corporation, partnership,
  237  limited partnership, limited liability company, proprietorship,
  238  firm, enterprise, franchise, association, self-employed
  239  individual, or trust, which may or may not be fictitiously
  240  named, doing business in this state.
  241         (10)(a)(8) “Dealer” includes, unless otherwise specified, a
  242  person, other than an associated person of a dealer, that
  243  engages, for all or part of the person’s time, directly or
  244  indirectly, as agent or principal in the business of offering,
  245  buying, selling, or otherwise dealing or trading in securities
  246  issued by another person.
  247         (b) The term “dealer” does not include any of the
  248  following:
  249         1.(a) A licensed practicing attorney who renders or
  250  performs any such services in connection with the regular
  251  practice of the attorney’s profession.
  252         2.(b) A bank authorized to do business in this state,
  253  except nonbank subsidiaries of a bank.
  254         3.(c) A trust company having trust powers that it is
  255  authorized to exercise in this state, which renders or performs
  256  services in a fiduciary capacity incidental to the exercise of
  257  its trust powers.
  258         4.(d) A wholesaler selling exclusively to dealers.
  259         5.(e) A person buying and selling for the person’s own
  260  account exclusively through a registered dealer or stock
  261  exchange.
  262         6.(f) An issuer.
  263         7.(g) A natural person representing an issuer in the
  264  purchase, sale, or distribution of the issuer’s own securities
  265  if such person:
  266         a.1. Is an officer, a director, a limited liability company
  267  manager or managing member, or a bona fide employee of the
  268  issuer;
  269         b.2. Has not participated in the distribution or sale of
  270  securities for any issuer for which such person was, within the
  271  preceding 12 months, an officer, a director, a limited liability
  272  company manager or managing member, or a bona fide employee;
  273         c.3. Primarily performs, or is intended to perform at the
  274  end of the distribution, substantial duties for, or on behalf
  275  of, the issuer other than in connection with transactions in
  276  securities; and
  277         d.4. Does not receive a commission, compensation, or other
  278  consideration for the completed sale of the issuer’s securities
  279  apart from the compensation received for regular duties to the
  280  issuer.
  281         (11)(9) “Federal covered adviser” means a person that is
  282  registered or required to be registered under s. 203 of the
  283  Investment Advisers Act of 1940, as amended. The term does not
  284  include any person that is excluded from the definition of
  285  investment adviser under subparagraphs (16)(b)1.-7. and 9
  286  (14)(b)1.-8.
  287         (16)(a)(14)(a) “Investment adviser” means a person, other
  288  than an associated person of an investment adviser or a federal
  289  covered adviser, that receives compensation, directly or
  290  indirectly, and engages for all or part of the person’s time,
  291  directly or indirectly, or through publications or writings, in
  292  the business of advising others as to the value of securities or
  293  as to the advisability of investments in, purchasing of, or
  294  selling of securities.
  295         (b) The term does not include any of the following:
  296         1. A dealer or an associated person of a dealer whose
  297  performance of services in paragraph (a) is solely incidental to
  298  the conduct of the dealer’s or associated person’s business as a
  299  dealer and who does not receive special compensation for those
  300  services.
  301         2. A licensed practicing attorney or certified public
  302  accountant whose performance of such services is solely
  303  incidental to the practice of the attorney’s or accountant’s
  304  profession.
  305         3. A bank authorized to do business in this state.
  306         4. A bank holding company as defined in the Bank Holding
  307  Company Act of 1956, as amended, authorized to do business in
  308  this state.
  309         5. A trust company having trust powers, as defined in s.
  310  658.12, which it is authorized to exercise in this state, which
  311  trust company renders or performs investment advisory services
  312  in a fiduciary capacity incidental to the exercise of its trust
  313  powers.
  314         6. A person that renders investment advice exclusively to
  315  insurance or investment companies.
  316         7. A person that, during the preceding 12 months, has fewer
  317  than six clients who are residents of this state. As used in
  318  this subparagraph, the term “client” has the same meaning as
  319  provided in Securities and Exchange Commission Rule 275.222-2,
  320  17 C.F.R. s. 275.222-2, as amended does not hold itself out to
  321  the general public as an investment adviser and has no more than
  322  15 clients within 12 consecutive months in this state.
  323         8. A person whose transactions in this state are limited to
  324  those transactions described in s. 222(d) of the Investment
  325  Advisers Act of 1940, as amended. Those clients listed in
  326  subparagraph 6. may not be included when determining the number
  327  of clients of an investment adviser for purposes of s. 222(d) of
  328  the Investment Advisers Act of 1940, as amended.
  329         9. A federal covered adviser.
  330         9.The United States, a state, or any political subdivision
  331  of a state, or any agency, authority, or instrumentality of any
  332  such entity; a business entity that is wholly owned directly or
  333  indirectly by such a governmental entity; or any officer, agent,
  334  or employee of any such governmental or business entity who is
  335  acting within the scope of his or her official duties.
  336         Section 2. Present subsections (9) and (10) of section
  337  517.051, Florida Statutes, are redesignated as subsections (10)
  338  and (11), respectively, and amended, a new subsection (9) is
  339  added to that section, and subsections (1), (3), (4), and (8) of
  340  that section are amended, to read:
  341         517.051 Exempt securities.—The exemptions provided herein
  342  from the registration requirements of s. 517.07 are self
  343  executing and do not require any filing with the office prior to
  344  claiming such exemption. Any person who claims entitlement to
  345  any of these exemptions bears the burden of proving such
  346  entitlement in any proceeding brought under this chapter. The
  347  registration provisions of s. 517.07 do not apply to any of the
  348  following securities; however, such transactions are subject to
  349  s. 517.301:
  350         (1) A security issued or guaranteed by the United States or
  351  any territory or insular possession of the United States, by the
  352  District of Columbia, or by any state of the United States or by
  353  any political subdivision or agency or other instrumentality
  354  thereof.; provided that
  355         (a)Except as provided in paragraph (b), no person shall
  356  directly or indirectly offer or sell securities, other than
  357  general obligation bonds, described under this subsection if the
  358  issuer or guarantor is in default or has been in default any
  359  time after December 31, 1975, as to principal or interest:
  360         1.(a) With respect to an obligation issued by the issuer or
  361  successor of the issuer; or
  362         2.(b) With respect to an obligation guaranteed by the
  363  guarantor or successor of the guarantor,
  364  
  365  except by an offering circular containing a full and fair
  366  disclosure as prescribed by rule of the commission.
  367         (b)Paragraph (a) applies to a security that is an
  368  industrial or commercial development bond unless payments are
  369  made or unconditionally guaranteed by a person whose securities
  370  are exempt from registration under s. 18(b)(1) of the Securities
  371  Act of 1933, as amended.
  372         (3) A security issued by and which represents or will
  373  represent an interest in or a direct obligation of, or be
  374  guaranteed by, any of the following:
  375         (a)An international bank of which the United States is a
  376  member.
  377         (b)A bank organized under the laws of the United States.
  378         (c)A member bank of the Federal Reserve System.
  379         (d)A depository institution, when a substantial portion of
  380  its business consists of or will consist of receiving deposits
  381  or share accounts that are insured to the maximum amount
  382  authorized by statute by the Federal Deposit Insurance
  383  Corporation or the National Credit Union Share Insurance Fund or
  384  guaranteed by:
  385         (a) A national bank, a federally chartered savings and loan
  386  association, or a federally chartered savings bank, or the
  387  initial subscription for equity securities in such national
  388  bank, federally chartered savings and loan association, or
  389  federally chartered savings bank;
  390         (b) Any federal land bank, joint-stock land bank, or
  391  national farm loan association under the provisions of the
  392  Federal Farm Loan Act of July 17, 1916;
  393         (c) An international bank of which the United States is a
  394  member; or
  395         (d) A corporation created and acting as an instrumentality
  396  of the government of the United States.
  397         (4) A security issued or guaranteed, as to principal,
  398  interest, or dividend, by a business entity corporation owning
  399  or operating a railroad, another common carrier, or any other
  400  public service utility; provided that such business entity
  401  corporation is subject to regulation or supervision whether as
  402  to its rates and charges or as to the issue of its own
  403  securities by a public commission, board, or officer of the
  404  government of the United States, of any state, territory, or
  405  insular possession of the United States, of any municipality
  406  located therein, of the District of Columbia, or of the Dominion
  407  of Canada or of any province thereof; also equipment securities
  408  based on chattel mortgages, leases, or agreements for
  409  conditional sale of cars, motive power, or other rolling stock
  410  mortgaged, leased, or sold to or furnished for the use of or
  411  upon such railroad or other public service utility corporation
  412  or where the ownership or title of such equipment is pledged or
  413  retained in accordance with the provisions of the laws of the
  414  United States or of any state or of the Dominion of Canada to
  415  secure the payment of such equipment securities; and also bonds,
  416  notes, or other evidences of indebtedness issued by a holding
  417  corporation and secured by collateral consisting of any
  418  securities hereinabove described; provided, further, that the
  419  collateral securities equal in fair value at least 125 percent
  420  of the par value of the bonds, notes, or other evidences of
  421  indebtedness so secured.
  422         (8) Shares or other equity interests of a business entity
  423  which represent ownership or entitle the holders of such shares
  424  or other equity interests to possession and occupancy of
  425  specific apartment units in property owned by such business
  426  entity and organized and operated on a cooperative basis, solely
  427  for residential purposes A note, draft, bill of exchange, or
  428  banker’s acceptance having a unit amount of $25,000 or more
  429  which arises out of a current transaction, or the proceeds of
  430  which have been or are to be used for current transactions, and
  431  which has a maturity period at the time of issuance not
  432  exceeding 9 months exclusive of days of grace, or any renewal
  433  thereof which has a maturity period likewise limited. This
  434  subsection applies only to prime quality negotiable commercial
  435  paper of a type not ordinarily purchased by the general public;
  436  that is, paper issued to facilitate well-recognized types of
  437  current operational business requirements and of a type eligible
  438  for discounting by Federal Reserve banks.
  439         (9)A member’s or owner’s interest in, or a retention
  440  certificate or like security given in lieu of a cash patronage
  441  dividend issued by, a not-for-profit membership entity operated
  442  either as a cooperative under the cooperative laws of a state or
  443  in accordance with the cooperative provisions of subchapter T of
  444  chapter 1 of subtitle A of the United States Internal Revenue
  445  Code, as amended, but not a member’s or owner’s interest,
  446  retention certificate, or like security sold or transferred to a
  447  person other than:
  448         (a)A bona fide member of the not-for-profit membership
  449  entity; or
  450         (b)A person who becomes a bona fide member of the not-for
  451  profit membership entity at the time of or in connection with
  452  the sale or transfer.
  453         (10)(9) A security issued by a business entity corporation
  454  organized and operated exclusively for religious, educational,
  455  benevolent, fraternal, charitable, or reformatory purposes and
  456  not for pecuniary profit, no part of the net earnings of which
  457  corporation inures to the benefit of any private stockholder or
  458  individual, or any security of a fund that is excluded from the
  459  definition of an investment company under s. 3(c)(10)(B) of the
  460  Investment Company Act of 1940, as amended; provided that a no
  461  person may not shall directly or indirectly offer or sell
  462  securities under this subsection except by an offering circular
  463  containing full and fair disclosure, as prescribed by the rules
  464  of the commission, of all material information, including, but
  465  not limited to, a description of the securities offered and
  466  terms of the offering, a description of the nature of the
  467  issuer’s business, a statement of the purpose of the offering
  468  and the intended application by the issuer of the proceeds
  469  thereof, and financial statements of the issuer prepared in
  470  conformance with United States generally accepted accounting
  471  principles. Section 6(c) of the Philanthropy Protection Act of
  472  1995, Pub. L. No. 104-62, does shall not preempt any provision
  473  of this chapter.
  474         (11)(10) Any insurance or endowment policy or annuity
  475  contract or optional annuity contract or self-insurance
  476  agreement issued by a business entity corporation, insurance
  477  company, reciprocal insurer, or risk retention group subject to
  478  the supervision of the insurance regulator or bank regulator, or
  479  any agency or officer performing like functions, of any state or
  480  territory of the United States or the District of Columbia.
  481         Section 3. Section 517.061, Florida Statutes, is amended to
  482  read:
  483         (Substantial rewording of section. See
  484         s. 517.061, F.S., for present text.)
  485         517.061Exempt transactions.—Except as otherwise provided
  486  in subsection (11), the exemptions provided herein from the
  487  registration requirements of s. 517.07 are self-executing and do
  488  not require any filing with the office before being claimed. Any
  489  person who claims entitlement to an exemption under this section
  490  bears the burden of proving such entitlement in any proceeding
  491  brought under this chapter. The registration provisions of s.
  492  517.07 do not apply to any of the following transactions;
  493  however, such transactions are subject to s. 517.301:
  494         (1)(a)Any judicial sale or any sale by an executor, an
  495  administrator, a guardian, or a conservator; any sale by a
  496  receiver or trustee in insolvency or bankruptcy; any sale by an
  497  assignee as defined in s. 727.103, with respect to an assignment
  498  as defined in that section; or any transaction incident to a
  499  judicially approved reorganization in which a security is issued
  500  in exchange for one or more outstanding securities, claims, or
  501  property interests.
  502         (b)Except for a security exchanged in a case brought under
  503  Title 11 of the United States Code, a security issued in
  504  exchange for one or more bona fide outstanding securities,
  505  claims, or property interests, or partly in such exchange and
  506  partly for cash, if the terms and conditions of such issuance
  507  and exchange are approved:
  508         1.By a court, an official or agency of the United States,
  509  a banking or insurance commission of a state or territory of the
  510  United States, or another governmental authority expressly
  511  authorized by law to grant such approval.
  512         2.After a hearing upon the fairness of such terms and
  513  conditions and at which all persons to whom issuance of
  514  securities in such exchange is proposed have the right to
  515  appear.
  516         (2)The issuance of notes or bonds in connection with the
  517  acquisition of real property or renewals thereof, if such notes
  518  or bonds are issued to the sellers of, and are secured by all or
  519  part of, the real property so acquired.
  520         (3)A transaction involving a stock dividend or equivalent
  521  equity distribution, regardless of whether the business entity
  522  distributing the dividend or equivalent equity distribution is
  523  the issuer, if nothing of value is given by stockholders or
  524  other equity holders for the dividend or equivalent equity
  525  distribution other than the surrender of a right to a cash or
  526  property dividend in the event that each stockholder or other
  527  equity holder may elect to take the dividend or equivalent
  528  equity distribution in cash, property, or stock.
  529         (4)A transaction under an offer to existing security
  530  holders of the issuer, including persons that at the date of the
  531  transaction are holders of convertible securities, options, or
  532  warrants, if a commission or other remuneration is not paid or
  533  given, directly or indirectly, for soliciting a security holder
  534  in this state.
  535         (5)The issuance of securities to such equity security
  536  holders or creditors of a business entity in the process of a
  537  reorganization of such business entity, made in good faith and
  538  not for the purpose of evading this chapter, either in exchange
  539  for the securities of such equity security holders or claims of
  540  such creditors or partly for cash and partly in exchange for the
  541  securities or claims of such equity security holders or
  542  creditors.
  543         (6)A transaction involving the distribution of the
  544  securities of an issuer to the security holders of another
  545  person in connection with a merger, consolidation, exchange of
  546  securities, sale of assets, or other reorganization to which the
  547  issuer, or the issuer’s parent or subsidiary, and the other
  548  person, or the person’s parent or subsidiary, are parties.
  549         (7)The offer or sale of securities, solely in connection
  550  with the transfer of ownership of an eligible privately held
  551  company, through a merger and acquisition broker in accordance
  552  with s. 517.12(21).
  553         (8)The offer or sale of securities under a bona fide
  554  employee stock purchase, savings, option, profit-sharing,
  555  pension, or similar employee benefit plan, including any
  556  securities, plan interests, and guarantees issued under a
  557  compensatory benefit plan or compensation contract, contained in
  558  a record, established by the issuer, its parents, its majority
  559  owned subsidiaries, or the majority-owned subsidiaries of the
  560  issuer’s parent for the participation of the issuer’s employees,
  561  directors, managers, managing members, general partners,
  562  trustees, officers, consultants, or advisors, and their family
  563  members who acquire such securities from such persons through
  564  gifts or domestic relations orders. This includes offers or
  565  sales of such securities to all of the following persons:
  566         (a)Former employees, directors, managers, managing
  567  members, general partners, trustees, officers, consultants, or
  568  advisors, provided that the securities are issued to such
  569  persons in connection with their prior employment by or services
  570  provided to the issuer.
  571         (b)Insurance agents who are exclusive insurance agents of
  572  the issuer, or of the issuer’s parents or subsidiaries, or who
  573  derive more than 50 percent of their annual income from such
  574  persons.
  575         (9)The offer or sale of securities to a bank, trust
  576  company, savings institution, insurance company, dealer,
  577  investment company as defined in the Investment Company Act of
  578  1940, 15 U.S.C. s. 80a-3, as amended, pension or profit-sharing
  579  trust, or qualified institutional buyer, whether any of such
  580  entities is acting in its individual or fiduciary capacity.
  581         (10)(a)The offer or sale, by or on behalf of an issuer, of
  582  its own securities if the offer or sale is part of an offering
  583  made in accordance with all of the following conditions:
  584         1.There are no more than 35 purchasers, or the issuer
  585  reasonably believes that there are no more than 35 purchasers,
  586  of the securities of the issuer in this state during an offering
  587  made in reliance upon this subsection or, if such offering
  588  continues for a period in excess of 12 months, in any
  589  consecutive 12-month period.
  590         2.Neither the issuer nor any person acting on behalf of
  591  the issuer offers or sells securities pursuant to this
  592  subsection by means of any form of general solicitation or
  593  general advertising in this state.
  594         3.Before the sale, each purchaser or the purchaser’s
  595  representative, if any, is provided with, or given reasonable
  596  access to, full and fair disclosure of all material information,
  597  which must include written notification of a purchaser’s right
  598  to void the sale under subparagraph 4.
  599         4.Any sale made pursuant to this subsection is voidable by
  600  the purchaser within 3 days after the first tender of
  601  consideration is made by such purchaser to the issuer by
  602  notifying the issuer that the purchaser expressly voids the
  603  purchase. The purchaser’s notice to the issuer must be sent by
  604  e-mail to the issuer’s e-mail address set forth in the
  605  disclosure document provided to the purchaser or purchaser’s
  606  representative or by hand delivery, courier service, or other
  607  method by which written proof of delivery to the issuer of the
  608  purchaser’s election to rescind the purchase is evidenced.
  609         (b)The following purchasers are excluded from the
  610  calculation of the number of purchasers under subparagraph
  611  (a)1.:
  612         1.Any spouse or child of the purchaser or any related
  613  family member who has the same principal residence as such
  614  purchaser.
  615         2.A trust or estate in which a purchaser, any of the
  616  persons related to such purchaser specified in subparagraph 1.,
  617  and any business entity specified in subparagraph 3.,
  618  collectively, have more than 50 percent of the beneficial
  619  interest, excluding any contingent interest.
  620         3.A business entity in which a purchaser, any of the
  621  persons related to such purchaser specified in subparagraph 1.,
  622  and any trust or estate specified in subparagraph 2.,
  623  collectively, are beneficial owners of more than 50 percent of
  624  the equity securities or equity interest.
  625         4.An accredited investor.
  626  
  627  A business entity must be counted as one purchaser. However, if
  628  the business entity is organized for the specific purpose of
  629  acquiring the securities offered and is not an accredited
  630  investor, each beneficial owner of equity securities or equity
  631  interests in the business entity must be counted as a separate
  632  purchaser. A noncontributory employee benefit plan within the
  633  meaning of Title I of the Employee Retirement Income Security
  634  Act of 1974 must be counted as one purchaser if the trustee
  635  makes all investment decisions for the plan.
  636         (11)Offers or sales of securities by an issuer in a
  637  transaction that meets all of the following conditions:
  638         (a)The offers or sales of securities are made only to
  639  persons who are, or who the issuer reasonably believes are,
  640  accredited investors.
  641         (b)The issuer is not a business entity that has an
  642  undefined business operation, lacks a business plan, lacks a
  643  stated investment goal for the funds being raised, or plans to
  644  engage in a merger or acquisition with an unspecified business
  645  entity.
  646         (c)The issuer reasonably believes that all purchasers are
  647  purchasing for investment and not with the view to or for sale
  648  in connection with a distribution of the security. Any resale of
  649  a security sold in reliance on this exemption within 12 months
  650  after sale is presumed to be with a view to distribution and not
  651  for investment, except a resale pursuant to a registration
  652  statement effective under this chapter or pursuant to an
  653  exemption available under this chapter, the Securities Act of
  654  1933, as amended, or the rules and regulations adopted
  655  thereunder.
  656         (d)1.A general announcement of the proposed offering, made
  657  by any means, includes only the following information:
  658         a.The name, address, and telephone number of the issuer of
  659  the securities.
  660         b.The name, a brief description, and price, if known, of
  661  any security to be issued.
  662         c.A brief description of the business.
  663         d.The type, number, and aggregate amount of securities
  664  being offered.
  665         e.The name, address, and telephone number of the person to
  666  contact for additional information.
  667         f.A statement that:
  668         (I)Sales will be made only to accredited investors;
  669         (II)Money or other consideration is not being solicited
  670  and will not be accepted by way of this general announcement;
  671  and
  672         (III)The securities have not been registered with or
  673  approved by any state securities agency or the Securities and
  674  Exchange Commission and are being offered and sold pursuant to
  675  an exemption from registration.
  676         2.The issuer may, in connection with an offer, provide
  677  information in addition to the information provided in the
  678  general announcement as specified in subparagraph 1. if such
  679  information is delivered:
  680         a.Through an electronic database that is restricted to
  681  persons who have been prequalified as accredited investors; or
  682         b.After the issuer reasonably believes that the
  683  prospective purchaser is an accredited investor.
  684         (e)The issuer does not use telephone solicitation unless,
  685  before placing the call, the issuer reasonably believes that the
  686  prospective purchaser to be solicited is an accredited investor.
  687         (f)The issuer files with the office a notice of
  688  transaction, a consent to service of process, and a copy of the
  689  general announcement within 15 days after the first sale is made
  690  in this state. The commission may adopt by rule procedures for
  691  filing documents by electronic means.
  692         (g)Dissemination of the general announcement of the
  693  proposed offering to persons who are not accredited investors
  694  does not disqualify the issuer from claiming the exemption under
  695  this subsection.
  696         (12)The isolated sale or offer for sale of securities when
  697  made by or on behalf of a bona fide owner, not the issuer or
  698  underwriter, of the securities, who disposes of such securities
  699  for the owner’s own account, and such sale is not made directly
  700  or indirectly for the benefit of the issuer or an underwriter of
  701  such securities or for the direct or indirect promotion of any
  702  scheme or enterprise with the intent of violating or evading
  703  this chapter. For purposes of this subsection, isolated offers
  704  or sales include, but are not limited to, an isolated offer or
  705  sale made by or on behalf of a bona fide owner, rather than the
  706  issuer or underwriter, of the securities if:
  707         (a)The offer or sale of securities is in a transaction
  708  satisfying all of the conditions specified in paragraphs (10)(a)
  709  and (b); or
  710         (b)The offer or sale of securities is in a transaction
  711  exempt under s. 4(a)(1) of the Securities Act of 1933, as
  712  amended, or under Securities and Exchange Commission rules or
  713  regulations.
  714         (13)By or for the account of a pledgeholder, a secured
  715  party as defined in s. 679.1021(1)(ttt), or a mortgagee selling
  716  or offering for sale or delivery in the ordinary course of
  717  business and not for the purposes of avoiding the provisions of
  718  this chapter, to liquidate a bona fide debt, a security pledged
  719  in good faith as security for such debt.
  720         (14)An unsolicited purchase or sale of securities on order
  721  of, and as the agent for, another solely and exclusively by a
  722  dealer registered pursuant to s. 517.12; provided that this
  723  exemption applies solely and exclusively to such registered
  724  dealers and does not authorize or permit the purchase or sale of
  725  securities at the direction of, and as agent for, another by any
  726  person other than a dealer so registered; and provided further
  727  that such purchase or sale may not be directly or indirectly for
  728  the benefit of the issuer or an underwriter of such securities
  729  or for the direct or indirect promotion of any scheme or
  730  enterprise with the intent of violating or evading this chapter.
  731         (15)A nonissuer transaction with a federal covered adviser
  732  with investments under management in excess of $100 million
  733  acting in the exercise of discretionary authority in a signed
  734  record for the account of others.
  735         (16)The sale by or through a registered dealer of any
  736  securities option if, at the time of the sale of the option:
  737         (a)The performance of the terms of the option is
  738  guaranteed by any dealer registered under the Securities
  739  Exchange Act of 1934, as amended, which guaranty and dealer are
  740  in compliance with such requirements or rules as may be approved
  741  or adopted by the commission; or
  742         (b)1.Such options transactions are cleared by the Options
  743  Clearing Corporation or any other clearinghouse recognized by
  744  commission rule;
  745         2.The option is not sold by or for the benefit of the
  746  issuer of the underlying security; and
  747         3.The underlying security may be purchased or sold on a
  748  recognized securities exchange registered under the Securities
  749  Exchange Act of 1934, as amended.
  750         (17)(a)The offer or sale of securities, as agent or
  751  principal, by a dealer registered pursuant to s. 517.12, when
  752  such securities are offered or sold at a price reasonably
  753  related to the current market price of such securities, provided
  754  that such securities are:
  755         1.Securities of an issuer for which reports are required
  756  to be filed by s. 13 or s. 15(d) of the Securities Exchange Act
  757  of 1934, as amended;
  758         2.Securities of a company registered under the Investment
  759  Company Act of 1940, as amended;
  760         3.Securities of an insurance company, as that term is
  761  defined in s. 2(a)(17) of the Investment Company Act of 1940, as
  762  amended; or
  763         4.Securities, other than any security that is a federal
  764  covered security and is not subject to any registration or
  765  filing requirements under this chapter, that have been listed or
  766  approved for listing upon notice of issuance by a securities
  767  exchange registered under the Securities Exchange Act of 1934,
  768  as amended; and all securities senior to any securities so
  769  listed or approved for listing upon notice of issuance, or
  770  represented by subscription rights which have been so listed or
  771  approved for listing upon notice of issuance, or evidences of
  772  indebtedness guaranteed by an issuer with a class of securities
  773  listed or approved for listing upon notice of issuance by such
  774  securities exchange, such securities to be exempt only so long
  775  as such listings or approvals remain in effect. The exemption
  776  provided in this subparagraph does not apply when the securities
  777  are suspended from listing approval for listing or trading.
  778         (b)The exemption provided in this subsection does not
  779  apply if the sale is made for the direct or indirect benefit of
  780  an issuer or a control person of such issuer or if such
  781  securities constitute the whole or part of an unsold allotment
  782  to, or subscription or participation by, a dealer as an
  783  underwriter of such securities.
  784         (c)The exemption provided in this subsection is not
  785  available for any securities that have been denied registration
  786  pursuant to s. 517.111. Additionally, the office may deny this
  787  exemption with reference to any particular security, other than
  788  a federal covered security, by order published in such manner as
  789  the office finds proper.
  790         (18)Any nonissuer transaction by a registered dealer, and
  791  any resale transaction by a sponsor of a unit investment trust
  792  registered under the Investment Company Act of 1940, as amended,
  793  in a security of a class that has been outstanding in the hands
  794  of the public for at least 90 days; provided that, at the time
  795  of the transaction, the following conditions in paragraphs (a),
  796  (b), and (c) and either paragraph (d) or paragraph (e) are met:
  797         (a)The issuer of the security is actually engaged in
  798  business and is not in the organizational stage or in bankruptcy
  799  or receivership and is not a blank check, blind pool, or shell
  800  company whose primary plan of business is to engage in a merger
  801  or combination of the business with, or an acquisition of, an
  802  unidentified person.
  803         (b)The security is sold at a price reasonably related to
  804  the current market price of the security.
  805         (c)The security does not constitute the whole or part of
  806  an unsold allotment to, or a subscription or participation by,
  807  the dealer as an underwriter of the security.
  808         (d)The security is listed in a nationally recognized
  809  securities manual designated by rule of the commission or a
  810  document filed with and publicly viewable through the Securities
  811  and Exchange Commission electronic data gathering and retrieval
  812  system and contains:
  813         1.A description of the business and operations of the
  814  issuer;
  815         2.The names of the issuer’s officers and directors, if
  816  any, or, in the case of an issuer not domiciled in the United
  817  States, the corporate equivalents of such persons in the
  818  issuer’s country of domicile;
  819         3.An audited balance sheet of the issuer as of a date
  820  within 18 months before such transaction or, in the case of a
  821  reorganization or merger in which parties to the reorganization
  822  or merger had such audited balance sheet, a pro forma balance
  823  sheet; and
  824         4.An audited income statement for each of the issuer’s
  825  immediately preceding 2 fiscal years, or for the period of
  826  existence of the issuer, if in existence for less than 2 years
  827  or, in the case of a reorganization or merger in which the
  828  parties to the reorganization or merger had such audited income
  829  statement, a pro forma income statement.
  830         (e)1.The issuer of the security has a class of equity
  831  securities listed on a national securities exchange registered
  832  under the Securities Exchange Act of 1934, as amended;
  833         2.The class of security is quoted, offered, purchased, or
  834  sold through an alternative trading system registered under
  835  Securities and Exchange Commission Regulation ATS, 17 C.F.R. s.
  836  242.301, as amended, and the issuer of the security has made
  837  current information publicly available in accordance with
  838  Securities and Exchange Commission Rule 15c2-11, 17 C.F.R. s.
  839  240.15c2-11, as amended;
  840         3.The issuer of the security is a unit investment trust
  841  registered under the Investment Company Act of 1940, as amended;
  842         4.The issuer of the security has been engaged in
  843  continuous business, including predecessors, for at least 3
  844  years; or
  845         5.The issuer of the security has total assets of at least
  846  $2 million based on an audited balance sheet as of a date within
  847  18 months before such transaction or, in the case of a
  848  reorganization or merger in which parties to the reorganization
  849  or merger had such audited balance sheet, a pro forma balance
  850  sheet.
  851         (19)The offer or sale of any security effected by or
  852  through a person in compliance with s. 517.12(16).
  853         (20)A nonissuer transaction in an outstanding security by
  854  or through a dealer registered or exempt from registration under
  855  this chapter, if all of the following are true:
  856         (a)The issuer is a reporting issuer in a foreign
  857  jurisdiction designated by this subsection or by commission
  858  rule, and the issuer has been subject to continuous reporting
  859  requirements in such foreign jurisdiction for not less than 180
  860  days before the transaction.
  861         (b)The security is listed on the securities exchange
  862  designated by this subsection or by commission rule, is a
  863  security of the same issuer which is of senior or substantially
  864  equal rank to the listed security, or is a warrant or right to
  865  purchase or subscribe to any such security.
  866  
  867  For purposes of this subsection, Canada, together with its
  868  provinces and territories, is designated as a foreign
  869  jurisdiction, and The Toronto Stock Exchange, Inc., is
  870  designated as a securities exchange. If, after an administrative
  871  hearing in compliance with ss. 120.569 and 120.57, the office
  872  finds that revocation is necessary or appropriate in furtherance
  873  of the public interest and for the protection of investors, it
  874  may revoke the designation of a securities exchange under this
  875  subsection.
  876         (21)Other transactions exempted by commission rule upon a
  877  finding by the office that the application of s. 517.07 to a
  878  particular transaction is not necessary or appropriate in
  879  furtherance of the public interest and for the protection of
  880  investors due to the small dollar amount of the securities
  881  involved or the limited character of the offering. In
  882  conjunction with its adoption by rule of such exemptions, the
  883  commission may exempt persons selling or offering for sale
  884  securities in such a transaction from the registration
  885  requirements of s. 517.12. A rule adopted by the commission
  886  under this subsection may not have the effect of narrowing or
  887  limiting any exemption specified in this section.
  888         Section 4. Section 517.0611, Florida Statutes, is amended
  889  to read:
  890         517.0611 The Florida Limited Offering Exemption Intrastate
  891  crowdfunding.—
  892         (1) This section may be cited as theThe Florida Limited
  893  Offering Intrastate Crowdfunding Exemption.”
  894         (2) The registration provisions of s. 517.07 do not apply
  895  to a securities transaction conducted in accordance with this
  896  section; however, such transaction is subject to s. 517.301
  897  Notwithstanding any other provision of this chapter, an offer or
  898  sale of a security by an issuer is an exempt transaction under
  899  s. 517.061 if the offer or sale is conducted in accordance with
  900  this section. The exemption provided in this section may not be
  901  used in conjunction with any other exemption under s. 517.051 or
  902  s. 517.061.
  903         (3) The offer or sale of securities under this section must
  904  be conducted in accordance with the requirements of the federal
  905  exemption for intrastate offerings in s. 3(a)(11) of the
  906  Securities Act of 1933, 15 U.S.C. s. 77c(a)(11), as amended, and
  907  United States Securities and Exchange Commission Rule 147, 17
  908  C.F.R. s. 230.147, as amended, or Securities and Exchange
  909  Commission Rule 147A, 17. C.F.R. s. 230.147A, as amended adopted
  910  pursuant to the Securities Act of 1933.
  911         (4) An issuer must:
  912         (a) Must be a for-profit business entity that maintains
  913  formed under the laws of the state, be registered with the
  914  Secretary of State, maintain its principal place of business in
  915  the state, and derives derive its revenues primarily from
  916  operations in this the state.
  917         (b) Must conduct transactions for an the offering of $2.5
  918  million or more through a dealer registered with the office or
  919  an intermediary registered under s. 517.12 s. 517.12(19). For an
  920  offering of less than $2.5 million, the issuer may, but is not
  921  required to, use such a dealer or intermediary.
  922         (c) May not be, either before or as a result of the
  923  offering, an investment company as defined in s. 3 of the
  924  Investment Company Act of 1940, 15 U.S.C. s. 80a-3, as amended,
  925  or subject to the reporting requirements of s. 13 or s. 15(d) of
  926  the Securities Exchange Act of 1934, 15 U.S.C. s. 78m or s.
  927  78o(d), as amended.
  928         (d) May not be a business entity that has company with an
  929  undefined business operation, a company that lacks a business
  930  plan, a company that lacks a stated investment goal for the
  931  funds being raised, or a company that plans to engage in a
  932  merger or acquisition with an unspecified business entity.
  933         (e) May not be subject to a disqualification established by
  934  the commission or office or a disqualification described in s.
  935  517.0616 or s. 517.1611 or United States Securities and Exchange
  936  Commission Rule 506(d), 17 C.F.R. 230.506(d), adopted pursuant
  937  to the Securities Act of 1933. Each director, officer, manager,
  938  managing member, or general partner, or person occupying a
  939  similar status or performing a similar function, or person
  940  holding more than 20 percent of the equity interest shares of
  941  the issuer, is subject to this paragraph requirement.
  942         (f) Must deposit all funds received from investors in an
  943  account in Execute an escrow agreement with a federally insured
  944  financial institution authorized to do business in this the
  945  state and maintain all such funds in the account until the
  946  target offering amount has been reached or the offering has been
  947  terminated or has expired. If the target offering amount has not
  948  been reached within the period specified by the issuer in the
  949  disclosure statement provided to investors, or if the offering
  950  is terminated or expires, the issuer must refund invested funds
  951  to all investors within 10 business days after such occurrence
  952  for the deposit of investor funds, and ensure that all offering
  953  proceeds are provided to the issuer only when the aggregate
  954  capital raised from all investors is equal to or greater than
  955  the target offering amount.
  956         (g) Must use all funds in accordance with the use of
  957  proceeds as disclosed to prospective investors Allow investors
  958  to cancel a commitment to invest within 3 business days before
  959  the offering deadline, as stated in the disclosure statement,
  960  and issue refunds to all investors if the target offering amount
  961  is not reached by the offering deadline.
  962         (5) The issuer must file a notice of the offering with the
  963  office, in writing or in electronic form, in a format prescribed
  964  by commission rule, together with a nonrefundable filing fee of
  965  $200. The filing fee must shall be deposited into the Regulatory
  966  Trust Fund of the office. The commission may adopt rules
  967  establishing procedures for the deposit of fees and the filing
  968  of documents by electronic means if the procedures provide the
  969  office with the information and data required by this section. A
  970  notice is effective upon receipt, by the office, of the
  971  completed form, filing fee, and an irrevocable written consent
  972  to service of civil process, similar to that provided for in s.
  973  517.101. The notice may be terminated by filing with the office
  974  a notice of termination. The notice and offering expire 12
  975  months after filing the notice with the office and are not
  976  eligible for renewal. The notice must:
  977         (a) Be filed with the office at least 10 days before the
  978  issuer commences an offering of securities or the offering is
  979  displayed on a website of an intermediary in reliance upon the
  980  exemption provided by this section.
  981         (b) Indicate that the issuer is conducting an offering in
  982  reliance upon the exemption provided by this section.
  983         (c) Contain the name and contact information, including an
  984  e-mail address, of the issuer.
  985         (d) Identify any predecessors, owners, officers, directors,
  986  general partners, managers, managing members, and control
  987  persons or any person occupying a similar status or performing a
  988  similar function of the issuer, including that person’s title,
  989  his or her status as a partner, trustee, or sole proprietor or a
  990  similar role, and his or her ownership percentage.
  991         (e) Identify the federally insured financial institution
  992  into, authorized to do business in the state, in which investor
  993  funds will be deposited, in accordance with the escrow
  994  agreement.
  995         (f) Require an attestation under oath that the issuer, its
  996  predecessors, affiliated issuers, directors, officers, and
  997  control persons, or any other person occupying a similar status
  998  or performing a similar function, are not currently and have not
  999  been within the past 10 years the subject of regulatory or
 1000  criminal actions involving fraud or deceit.
 1001         (g)Include documentation verifying that the issuer is
 1002  organized under the laws of the state and authorized to do
 1003  business in the state.
 1004         (h)If applicable, include the intermediary’s website
 1005  address where the issuer’s securities will be offered.
 1006         (g)(i)State Include the target offering amount and the
 1007  date, not to exceed 365 days, by which the target amount must be
 1008  reached in order to avoid termination of the offering.
 1009         (6) The issuer must amend the notice form within 10
 1010  business 30 days after any material information contained in the
 1011  notice becomes inaccurate for any reason. The commission may
 1012  require, by rule, an issuer who has filed a notice under this
 1013  section to file amendments with the office.
 1014         (7) The issuer may engage in general advertising and
 1015  general solicitation of the offering to prospective investors.
 1016  Any oral or written statements in advertising or solicitation of
 1017  the offering which contain a material misstatement, or which
 1018  fail to disclose material information, are subject to
 1019  enforcement under this chapter. Any general advertising or other
 1020  general announcement must state that the offering is limited and
 1021  open only to residents of this state.
 1022         (8) The issuer must provide a disclosure statement to
 1023  investors and the dealer or intermediary, along with a copy to
 1024  the office at the time that the notice is filed, and make
 1025  available to potential investors through the dealer or
 1026  intermediary, as applicable; to the office at the time that the
 1027  notice is filed; and to each prospective investor at least 3
 1028  days before the investor’s commitment to purchase or payment of
 1029  any consideration. The, a disclosure statement must contain
 1030  containing material information about the issuer and the
 1031  offering, including all of the following:
 1032         (a) The name, legal status, physical address, e-mail
 1033  address, and website address of the issuer.
 1034         (b) The names of the directors, officers, managers,
 1035  managing members, and general partners and any person occupying
 1036  a similar status or performing a similar function, and the name
 1037  and ownership percentage of each person holding more than 20
 1038  percent of the issuer’s equity interests shares of the issuer.
 1039         (c) A description of the current business of the issuer and
 1040  the anticipated business plan of the issuer.
 1041         (d) A description of the stated purpose and intended use of
 1042  the proceeds of the offering.
 1043         (e) The target offering amount and, the deadline to reach
 1044  the target offering amount, and regular updates regarding the
 1045  progress of the issuer in meeting the target offering amount.
 1046         (f) The price to the public of the securities or the method
 1047  for determining the price. However, before the sale, each
 1048  investor must receive in writing the final price and all
 1049  required disclosures and have an opportunity to rescind the
 1050  commitment to purchase the securities.
 1051         (g) A description of the ownership and capital structure of
 1052  the issuer, including:
 1053         1. Terms of the securities being offered and each class of
 1054  security of the issuer, including how those terms may be
 1055  modified, and a summary of the differences between such
 1056  securities, including how the rights of the securities being
 1057  offered may be materially limited, diluted, or qualified by
 1058  rights of any other class of security of the issuer.
 1059         2. A description of how the exercise of the rights held by
 1060  the principal equity holders shareholders of the issuer could
 1061  negatively impact the purchasers of the securities being
 1062  offered.
 1063         3.The name and ownership level of each existing
 1064  shareholder who owns more than 20 percent of any class of the
 1065  securities of the issuer.
 1066         4.How the securities being offered are being valued, and
 1067  examples of methods of how such securities may be valued by the
 1068  issuer in the future, including during subsequent corporate
 1069  actions.
 1070         5.The risks to purchasers of the securities relating to
 1071  minority ownership in the issuer, the risks associated with
 1072  corporate action, including additional issuances of shares, a
 1073  sale of the issuer or of assets of the issuer, or transactions
 1074  with related parties.
 1075         (h)A statement that the security being offered is not
 1076  registered under federal or state securities laws and that the
 1077  securities are subject to the limitation on resale contained in
 1078  Securities and Exchange Commission Rule 147 or Rule 147A.
 1079         (i)Any issuer plans, formal or informal, to offer
 1080  additional securities in the future.
 1081         (j)The risks to purchasers of the securities relating to
 1082  minority ownership in the issuer.
 1083         (k)(h) A description of the financial condition of the
 1084  issuer.
 1085         1. For offerings that, in combination with all other
 1086  offerings of the issuer within the preceding 12-month period,
 1087  have target offering amounts of $500,000 $100,000 or less, the
 1088  financial statements of the issuer may be, but are not required
 1089  to be, included description must include the most recent income
 1090  tax return filed by the issuer, if any, and a financial
 1091  statement that must be certified by the principal executive
 1092  officer of the issuer as true and complete in all material
 1093  respects.
 1094         2. For offerings that, in combination with all other
 1095  offerings of the issuer within the preceding 12-month period,
 1096  have target offering amounts of more than $500,000 $100,000, but
 1097  not more than $2.5 million $500,000, the description must
 1098  include financial statements prepared in accordance with
 1099  generally accepted accounting principles and reviewed by a
 1100  certified public accountant, as defined in s. 473.302, who is
 1101  independent of the issuer, using professional standards and
 1102  procedures for such review or standards and procedures
 1103  established by commission the office, by rule, for such purpose.
 1104         3. For offerings that, in combination with all other
 1105  offerings of the issuer within the preceding 12-month period,
 1106  have target offering amounts of more than $2.5 million $500,000,
 1107  the description must include audited financial statements
 1108  prepared in accordance with generally accepted accounting
 1109  principles by a certified public accountant, as defined in s.
 1110  473.302, who is independent of the issuer, and other
 1111  requirements as the commission may establish by rule.
 1112         (l)(i) The following statement in boldface, conspicuous
 1113  type on the front page of the disclosure statement:
 1114  
 1115         Neither the Securities and Exchange Commission nor any
 1116         state securities commission has approved or
 1117         disapproved these securities or determined if this
 1118         disclosure statement is truthful or complete. Any
 1119         representation to the contrary is a criminal offense.
 1120  
 1121         These securities are offered under, and will be sold
 1122         in reliance upon, an exemption from the registration
 1123         requirements of federal and Florida securities laws.
 1124         Consequently, Neither the Federal Government nor the
 1125         State of Florida has reviewed the accuracy or
 1126         completeness of any offering materials. In making an
 1127         investment decision, investors must rely on their own
 1128         examination of the issuer and the terms of the
 1129         offering, including the merits and risks involved.
 1130         These securities are subject to restrictions on
 1131         transferability and resale and may not be transferred
 1132         or resold except as specifically authorized by
 1133         applicable federal and state securities laws.
 1134         Investing in these securities involves a speculative
 1135         risk, and investors should be able to bear the loss of
 1136         their entire investment.
 1137  
 1138         (8)The issuer shall provide to the office a copy of the
 1139  escrow agreement with a financial institution authorized to
 1140  conduct business in this state. All investor funds must be
 1141  deposited in the escrow account. The escrow agreement must
 1142  require that all offering proceeds be released to the issuer
 1143  only when the aggregate capital raised from all investors is
 1144  equal to or greater than the minimum target offering amount
 1145  specified in the disclosure statement as necessary to implement
 1146  the business plan, and that all investors will receive a full
 1147  return of their investment commitment if that target offering
 1148  amount is not raised by the date stated in the disclosure
 1149  statement.
 1150         (9) The sum of all cash and other consideration received
 1151  for sales of a security under this section may not exceed $5 $1
 1152  million, less the aggregate amount received for all sales of
 1153  securities by the issuer within the 12 months preceding the
 1154  first offer or sale made in reliance upon this exemption. Offers
 1155  or sales to a person owning 20 percent or more of the
 1156  outstanding equity interests shares of any class or classes of
 1157  securities or to an officer, director, manager, managing member,
 1158  general partner, or trustee, or a person occupying a similar
 1159  status, do not count toward this limitation.
 1160         (10) Unless the investor is an accredited investor, or the
 1161  issuer reasonably believes that the investor is an accredited
 1162  investor as defined by Rule 501 of Regulation D, adopted
 1163  pursuant to the Securities Act of 1933, the aggregate amount of
 1164  securities sold by an issuer to an investor in transactions
 1165  exempt from registration requirements under this subsection in a
 1166  12-month period may not exceed $10,000:
 1167         (a)The greater of $2,000 or 5 percent of the annual income
 1168  or net worth of such investor, if the annual income or the net
 1169  worth of the investor is less than $100,000.
 1170         (b)Ten percent of the annual income or net worth of such
 1171  investor, not to exceed a maximum aggregate amount sold of
 1172  $100,000, if either the annual income or net worth of the
 1173  investor is equal to or exceeds $100,000.
 1174         (11)The issuer shall file with the office and provide to
 1175  investors free of charge an annual report of the results of
 1176  operations and financial statements of the issuer within 45 days
 1177  after the end of its fiscal year, until no securities under this
 1178  offering are outstanding. The annual reports must meet the
 1179  following requirements:
 1180         (a)Include an analysis by management of the issuer of the
 1181  business operations and the financial condition of the issuer,
 1182  and disclose the compensation received by each director,
 1183  executive officer, and person having an ownership interest of 20
 1184  percent or more of the issuer, including cash compensation
 1185  earned since the previous report and on an annual basis, and any
 1186  bonuses, stock options, other rights to receive securities of
 1187  the issuer, or any affiliate of the issuer, or other
 1188  compensation received.
 1189         (b)Disclose any material change to information contained
 1190  in the disclosure statements which was not disclosed in a
 1191  previous report.
 1192         (11)(12)(a) A notice-filing under this section must shall
 1193  be summarily suspended by the office if:
 1194         (a) The payment for the filing is dishonored by the
 1195  financial institution upon which the funds are drawn. For
 1196  purposes of s. 120.60(6), failure to pay the required notice
 1197  filing fee constitutes an immediate and serious danger to the
 1198  public health, safety, and welfare. The office shall enter a
 1199  final order revoking a notice-filing in which the payment for
 1200  the filing is dishonored by the financial institution upon which
 1201  the funds are drawn; or.
 1202         (b) A notice-filing under this section shall be summarily
 1203  suspended by the office if The issuer made a material false
 1204  statement in the issuer’s notice-filing. The summary suspension
 1205  remains shall remain in effect until a final order is entered by
 1206  the office. For purposes of s. 120.60(6), a material false
 1207  statement made in the issuer’s notice-filing constitutes an
 1208  immediate and serious danger to the public health, safety, and
 1209  welfare. If an issuer made a material false statement in the
 1210  issuer’s notice-filing, the office must shall enter a final
 1211  order revoking the notice-filing, issue a fine as prescribed by
 1212  s. 517.191(9) s. 517.221(3), and issue permanent bars under s.
 1213  517.191(10) s. 517.221(4) to the issuer and all owners,
 1214  officers, directors, managers, managing members, general
 1215  partners, and control persons, or any person occupying a similar
 1216  status or performing a similar function of the issuer, including
 1217  title; status as a partner, trustee, sole proprietor, or similar
 1218  role; and ownership percentage.
 1219         (12)(13)If the issuer employs the services of an
 1220  intermediary, the An intermediary must:
 1221         (a) Take measures, as established by commission rule, to
 1222  reduce the risk of fraud with respect to the transactions,
 1223  including verifying that the issuer is in compliance with the
 1224  requirements of this section and, if necessary, denying an
 1225  issuer access to its platform if the intermediary believes it is
 1226  unable to adequately assess the risk of fraud of the issuer or
 1227  its potential offering.
 1228         (b) Provide basic information on its website regarding the
 1229  high risk of investment in and limitation on the resale of
 1230  exempt securities and the potential for loss of an entire
 1231  investment. The basic information must include, but need not be
 1232  limited to, all of the following:
 1233         1. A description of the financial institution into which
 1234  investor funds will be deposited escrow agreement that the
 1235  issuer has executed and the conditions for the use release of
 1236  such funds by to the issuer in accordance with the agreement and
 1237  subsection (4).
 1238         2. A description of whether financial information provided
 1239  by the issuer has been audited by an independent certified
 1240  public accountant, as defined in s. 473.302.
 1241         (c)Obtain from each prospective investor a zip code or
 1242  residence address, a copy of a driver license, and any other
 1243  proof of residency in order for the issuer or intermediary to
 1244  reasonably believe that the potential investor is a resident of
 1245  this state. The commission may adopt rules authorizing
 1246  additional forms of identification and prescribing the process
 1247  for verifying any identification presented by the prospective
 1248  investor.
 1249         (d)Obtain information sufficient for the issuer or
 1250  intermediary to reasonably believe that a particular prospective
 1251  investor is an accredited investor
 1252         (c)Obtain a zip code or residence address from each
 1253  potential investor who seeks to view information regarding
 1254  specific investment opportunities, in order to confirm that the
 1255  potential investor is a resident of the state.
 1256         (d)Obtain and verify a valid Florida driver license number
 1257  or Florida identification card number from each investor before
 1258  purchase of a security to confirm that the investor is a
 1259  resident of the state. The commission may adopt rules
 1260  authorizing additional forms of identification and prescribing
 1261  the process for verifying any identification presented by the
 1262  investor.
 1263         (e)Obtain an affidavit from each investor stating that the
 1264  investment being made by the investor is consistent with the
 1265  income requirements of subsection (10).
 1266         (f)Direct the release of investor funds in escrow in
 1267  accordance with subsection (4).
 1268         (g)Direct investors to transmit funds directly to the
 1269  financial institution designated in the escrow agreement to hold
 1270  the funds for the benefit of the investor.
 1271         (e)(h) Provide a monthly update for each offering, after
 1272  the first full month after the date of the offering. The update
 1273  must be accessible on the intermediary’s website and must
 1274  display the date and amount of each sale of securities, and each
 1275  cancellation of commitment to invest, in the previous calendar
 1276  month.
 1277         (i)Require each investor to certify in writing, including
 1278  as part of such certification his or her signature and his or
 1279  her initials next to each paragraph of the certification, as
 1280  follows:
 1281         I understand and acknowledge that:
 1282         I am investing in a high-risk, speculative business
 1283  venture. I may lose all of my investment, and I can afford the
 1284  loss of my investment.
 1285         This offering has not been reviewed or approved by any
 1286  state or federal securities commission or other regulatory
 1287  authority and no regulatory authority has confirmed the accuracy
 1288  or determined the adequacy of any disclosure made to me relating
 1289  to this offering.
 1290         The securities I am acquiring in this offering are illiquid
 1291  and are subject to possible dilution. There is no ready market
 1292  for the sale of the securities. It may be difficult or
 1293  impossible for me to sell or otherwise dispose of the
 1294  securities, and I may be required to hold the securities
 1295  indefinitely.
 1296         I may be subject to tax on my share of the taxable income
 1297  and losses of the issuer, whether or not I have sold or
 1298  otherwise disposed of my investment or received any dividends or
 1299  other distributions from the issuer.
 1300         By entering into this transaction with the issuer, I am
 1301  affirmatively representing myself as being a Florida resident at
 1302  the time this contract is formed, and if this representation is
 1303  subsequently shown to be false, the contract is void.
 1304         If I resell any of the securities I am acquiring in this
 1305  offering to a person that is not a Florida resident within 9
 1306  months after the closing of the offering, my contract with the
 1307  issuer for the purchase of these securities is void.
 1308         (j)Require each investor to answer questions demonstrating
 1309  an understanding of the level of risk generally applicable to
 1310  investments in startups, emerging businesses, and small issuers,
 1311  and an understanding of the risk of illiquidity.
 1312         (f)(k) Take reasonable steps to protect personal
 1313  information collected from investors, as required by s. 501.171.
 1314         (g)(l) Prohibit its directors, and officers, managers,
 1315  managing members, general partners, employees, and agents from
 1316  having any financial interest in the issuer using its services.
 1317         (m)Implement written policies and procedures that are
 1318  reasonably designed to achieve compliance with federal and state
 1319  securities laws; comply with the anti-money laundering
 1320  requirements of 31 C.F.R. chapter X applicable to registered
 1321  brokers; and comply with the privacy requirements of 17 C.F.R.
 1322  part 248 relating to brokers.
 1323         (13)(14) An intermediary not registered as a dealer under
 1324  s. 517.12(5) may not:
 1325         (a) Offer investment advice or recommendations. A refusal
 1326  by an intermediary to post an offering that it deems not
 1327  credible or that represents a potential for fraud may not be
 1328  construed as an offer of investment advice or recommendation.
 1329         (b) Solicit purchases, sales, or offers to buy securities
 1330  offered or displayed on its website.
 1331         (c) Compensate employees, agents, or other persons for the
 1332  solicitation of, or based on the sale of, securities offered or
 1333  displayed on its website.
 1334         (d) Hold, manage, possess, or otherwise handle investor
 1335  funds or securities.
 1336         (e) Compensate promoters, finders, or lead generators for
 1337  providing the intermediary with the personal identifying
 1338  information of any prospective potential investor.
 1339         (f) Engage in any other activities set forth by commission
 1340  rule.
 1341         (14)If the issuer does not employ a dealer or an
 1342  intermediary for an offering pursuant to the exemption created
 1343  under this section, the issuer must fulfill each of the
 1344  obligations specified in paragraphs (12)(c)-(f).
 1345         (15) Any sale made pursuant to the exemption created under
 1346  this section is voidable by the purchaser within 3 days after
 1347  the first tender of consideration is made by such purchaser to
 1348  the issuer by notifying the issuer that the purchaser expressly
 1349  voids the purchase. The purchaser’s notice to the issuer must be
 1350  sent by e-mail to the issuer’s e-mail address set forth in the
 1351  disclosure statement that is provided to the purchaser or
 1352  purchaser’s representative or by certified mail or overnight
 1353  delivery service with proof of delivery to the mailing address
 1354  set forth in the disclosure statement All funds received from
 1355  investors must be directed to the financial institution
 1356  designated in the escrow agreement to hold the funds and must be
 1357  used in accordance with representations made to investors by the
 1358  intermediary. If an investor cancels a commitment to invest, the
 1359  intermediary must direct the financial institution designated to
 1360  hold the funds to promptly refund the funds of the investor.
 1361         Section 5. Section 517.0612, Florida Statutes, is created
 1362  to read:
 1363         517.0612 Florida Invest Local Exemption.—
 1364         (1)This section may be cited as the “Florida Invest Local
 1365  Exemption.”
 1366         (2)The registration provisions of s. 517.07 do not apply
 1367  to a securities transaction conducted in accordance with this
 1368  section; however, such transaction is subject to s. 517.301.
 1369         (3)The offer or sale of securities under this section must
 1370  meet the requirements of the federal exemption for intrastate
 1371  offerings in s. 3(a)(11) of the Securities Act of 1933,
 1372  Securities and Exchange Commission Rule 147, or Securities and
 1373  Exchange Commission Rule 147A, as amended.
 1374         (4)The issuer must be a for-profit business entity
 1375  registered with the Department of State which has its principal
 1376  place of business in this state. The issuer may not be, before
 1377  or as a result of the offering:
 1378         (a)An investment company as defined in the Investment
 1379  Company Act of 1940, as amended;
 1380         (b)Subject to the reporting requirements of the Securities
 1381  and Exchange Act of 1934, as amended;
 1382         (c)A business entity that has an undefined business
 1383  operation, lacks a business plan, lacks a stated investment goal
 1384  for the funds being raised, or plans to engage in a merger or an
 1385  acquisition with an unspecified business entity; or
 1386         (d)Subject to a disqualification as provided in s.
 1387  517.0616.
 1388         (5)The sum of all cash and other consideration received
 1389  from all sales of the securities in reliance upon the exemption
 1390  under this section may not exceed $500,000, less the aggregate
 1391  amount received for all sales of securities by the issuer within
 1392  the 12 months before the first offer or sale made in reliance on
 1393  this exemption.
 1394         (6)(a)The issuer may not accept more than $10,000 from any
 1395  single purchaser unless any of the following apply:
 1396         1.The issuer reasonably believes that the purchaser is an
 1397  accredited investor.
 1398         2.The purchaser is an officer, director, partner, or
 1399  trustee, or an individual occupying a similar status or
 1400  performing similar functions, of the issuer.
 1401         3.The purchaser is an owner of 10 percent or more of the
 1402  issuer’s outstanding equity.
 1403         (b)For purposes of this subsection, the following persons
 1404  must be treated collectively as a single purchaser:
 1405         1.Any spouse or child of the purchaser or any related
 1406  family member who has the same primary residence as the
 1407  purchaser.
 1408         2.Any business entity of which the purchaser and any
 1409  person related to the purchaser as provided in subparagraph 1.
 1410  collectively own more than 50 percent of the equity interest.
 1411         (7)The issuer may engage in general advertising and
 1412  general solicitation of the offering. Any general advertising or
 1413  other general announcement must state that the offer is limited
 1414  and open only to residents of this state. Any oral or written
 1415  statements in advertising or solicitation of the offer which
 1416  contain a material misstatement, or which fail to disclose
 1417  material information, are subject to enforcement under this
 1418  chapter.
 1419         (8)A purchaser must receive, at least 3 business days
 1420  before any binding commitment to purchase or consideration paid,
 1421  a disclosure statement that provides material information
 1422  regarding the issuer, including, but not limited to, all of the
 1423  following information:
 1424         (a)The issuer’s name, type of entity, and contact
 1425  information.
 1426         (b)The name and contact information of each director,
 1427  officer, or other manager of the issuer.
 1428         (c)A description of the issuer’s business.
 1429         (d)A description of the security being offered.
 1430         (e)The total amount of the offering.
 1431         (f)The intended use of proceeds from the sale of the
 1432  securities.
 1433         (g)The target offering amount.
 1434         (h)A statement that if the target offering amount is not
 1435  obtained in cash or in the value of other tangible consideration
 1436  received on a date that is no more than 180 days after the
 1437  commencement of the offering, the offering will be terminated,
 1438  and any funds or other consideration received from purchasers
 1439  must be promptly returned.
 1440         (i)A statement that the security being offered is not
 1441  registered under federal or state securities laws and that the
 1442  securities are subject to the limitation on resale contained in
 1443  Securities and Exchange Commission Rule 147 or Rule 147A.
 1444         (j)The names and addresses of all persons who will be
 1445  involved in the offer and sale of securities on behalf of the
 1446  issuer.
 1447         (k)The name of the bank or other depository institution
 1448  into which investor funds will be deposited.
 1449         (l)The following statement in boldface, conspicuous type:
 1450  
 1451         Neither the Securities and Exchange Commission nor any
 1452         state securities commission has approved or
 1453         disapproved these securities or determined that this
 1454         disclosure statement is truthful or complete. Any
 1455         representation to the contrary is a criminal offense.
 1456  
 1457         (9)All funds received from investors must be deposited
 1458  into a bank or depository institution authorized to do business
 1459  in this state. The issuer may not withdraw any amount of the
 1460  offering proceeds unless the target offering amount has been
 1461  received.
 1462         (10)The issuer must file a notice of the offering with the
 1463  office, in writing or in electronic form, in a format prescribed
 1464  by commission rule, no less than 5 business days before the
 1465  offering commences, along with the disclosure statement
 1466  described in subsection (8). If there are any material changes
 1467  to the information previously submitted, the issuer must, within
 1468  3 business days after such material change, file an amended
 1469  notice.
 1470         (11)An individual, entity, or entity employee who acts as
 1471  an agent for the issuer in the offer or sale of securities and
 1472  is not registered as a dealer under this chapter may not do
 1473  either of the following:
 1474         (a)Receive compensation based upon the solicitation of
 1475  purchases, sales, or offers to purchase the securities.
 1476         (b)Take custody of investor funds or securities.
 1477         (12)Any sale made pursuant to the exemption created under
 1478  this section is voidable by the purchaser within 3 days after
 1479  the first tender of consideration is made by such purchaser to
 1480  the issuer by notifying the issuer that the purchaser expressly
 1481  voids the purchase. The purchaser’s notice to the issuer must be
 1482  sent by e-mail to the issuer’s e-mail address set forth in the
 1483  disclosure statement that is provided to a purchaser or the
 1484  purchaser’s representative or by hand delivery, courier service,
 1485  or other method by which written proof of delivery to the issuer
 1486  of the purchaser’s election to rescind the purchase is
 1487  evidenced.
 1488         Section 6. Section 517.0613, Florida Statutes, is created
 1489  to read:
 1490         517.0613 Failure to comply with a securities registration
 1491  exemption.—
 1492         (1)Failure to meet the requirements for any exemption from
 1493  securities registration does not preclude the issuer from
 1494  claiming the availability of any other applicable state or
 1495  federal exemption.
 1496         (2)The exemptions created under ss. 517.061, 517.0611, and
 1497  517.0612 are not available to an issuer for any transaction or
 1498  series of transactions that, although in technical compliance
 1499  with the applicable provisions, is part of a plan or scheme to
 1500  evade the registration provisions of s. 517.07, and registration
 1501  under s. 517.07 is required in connection with such
 1502  transactions.
 1503         Section 7. Section 517.0614, Florida Statutes, is created
 1504  to read:
 1505         517.0614 Integration of offerings.—
 1506         (1)If the safe harbors in subsection (2) do not apply in
 1507  determining whether two or more offerings are to be treated as
 1508  one for the purpose of registration or qualifying for an
 1509  exemption from registration under this chapter, offers and sales
 1510  may not be integrated if, based on the particular facts and
 1511  circumstances, the issuer can establish either that each
 1512  offering complies with the registration requirements of this
 1513  chapter, or that an exemption from registration is available for
 1514  the particular offering, provided that any transaction or series
 1515  of transactions that, although in technical compliance with this
 1516  chapter, is part of a plan or scheme to evade the registration
 1517  requirements of this chapter will not have the effect of
 1518  avoiding integration. In making this determination:
 1519         (a)For an exempt offering prohibiting general
 1520  solicitation, the issuer must have a reasonable belief, based on
 1521  the facts and circumstances, with respect to each purchaser in
 1522  the exempt offering prohibiting general solicitation, that the
 1523  issuer or any person acting on the issuer’s behalf:
 1524         1.Did not solicit such purchaser through the use of
 1525  general solicitation; or
 1526         2.Established a substantive relationship with such
 1527  purchaser before the commencement of the exempt offering
 1528  prohibiting general solicitation, provided that a purchaser
 1529  previously solicited through the use of general solicitation is
 1530  not deemed to have been solicited through the use of general
 1531  solicitation in the current offering if, during the 45 calendar
 1532  days following such previous general solicitation:
 1533         a.No offer or sale of the same or similar class of
 1534  securities has been made by or on behalf of the issuer,
 1535  including to such purchaser; and
 1536         b.The issuer or any person acting on the issuer’s behalf
 1537  has not solicited such purchaser through the use of general
 1538  solicitation for any other security.
 1539         (b)For two or more concurrent exempt offerings permitting
 1540  general solicitation, in addition to satisfying the requirements
 1541  of the particular exemption relied on, general solicitation
 1542  offering materials for one offering that includes information
 1543  about the material terms of a concurrent offering under another
 1544  exemption may constitute an offer of securities in such other
 1545  offering, and therefore the offer must comply with all the
 1546  requirements for, and restrictions on, offers under the
 1547  exemption being relied on for such other offering, including any
 1548  legend requirements and communications restrictions.
 1549         (2)The integration analysis required by subsection (1) is
 1550  not required if any of the following nonexclusive safe harbors
 1551  apply:
 1552         (a)An offering commenced more than 30 calendar days before
 1553  the commencement of any other offering, or more than 30 calendar
 1554  days after the termination or completion of any other offering,
 1555  may not be integrated with such other offering, provided that
 1556  for an exempt offering for which general solicitation is not
 1557  permitted which follows by 30 calendar days or more an offering
 1558  that allows general solicitation, paragraph (1)(a) applies.
 1559         (b)Offers and sales made in compliance with any of the
 1560  following provisions are not subject to integration with other
 1561  offerings:
 1562         1.Section 517.051 or s. 517.061, except s. 517.061(9),
 1563  (10), or (11).
 1564         2.Section 517.0611 or s. 517.0612.
 1565         Section 8. Section 517.0615, Florida Statutes, is created
 1566  to read:
 1567         517.0615 Solicitations of interest.—
 1568         (1)A communication will not be deemed to constitute
 1569  general solicitation or general advertising if the communication
 1570  is made in connection with a seminar or meeting in which more
 1571  than one issuer participates and which is sponsored by a
 1572  college, a university, or another institution of higher
 1573  education; a state or local government or an instrumentality
 1574  thereof; a nonprofit chamber of commerce or other nonprofit
 1575  organization; or an angel investor group, incubator, or
 1576  accelerator, if all of the following apply:
 1577         (a)Advertising for the seminar or meeting does not
 1578  reference a specific offering of securities by the issuer.
 1579         (b)The sponsor of the seminar or meeting does not do any
 1580  of the following:
 1581         1.Make investment recommendations or provide investment
 1582  advice to attendees of the seminar or meeting.
 1583         2.Engage in any investment negotiations between the issuer
 1584  and investors attending the seminar or meeting.
 1585         3.Charge attendees of the seminar or meeting any fees,
 1586  other than reasonable administrative fees.
 1587         4.Receive any compensation for making introductions
 1588  between seminar or meeting attendees and issuers or for
 1589  investment negotiations between such parties.
 1590         5.Receive any compensation with respect to the seminar or
 1591  meeting, which compensation would require registration or
 1592  notice-filing under this chapter, the Securities Exchange Act of
 1593  1934, 15 U.S.C. ss. 78a et seq., as amended, or the Investment
 1594  Advisers Act of 1940, 15 U.S.C. ss. 80b-1 et seq., as amended.
 1595  The sponsorship or participation in the seminar or meeting does
 1596  not by itself require registration or notice-filing under this
 1597  chapter.
 1598         (c)The type of information regarding an offering of
 1599  securities by the issuer which is communicated or distributed by
 1600  or on behalf of the issuer in connection with the seminar or
 1601  meeting is limited to a notification that the issuer is in the
 1602  process of offering or planning to offer securities, the type
 1603  and amount of securities being offered, the intended use of
 1604  proceeds of the offering, and the unsubscribed amount in an
 1605  offering.
 1606         (d)If the event allows attendees to participate virtually,
 1607  rather than in person, online participation in the event is
 1608  limited to:
 1609         1. Individuals that are members of, or otherwise associated
 1610  with, the sponsor organization;
 1611         2. Individuals that the sponsor reasonably believes are
 1612  accredited investors; or
 1613         3. Individuals that have been invited to the event by the
 1614  sponsor based on industry or investment-related experience
 1615  reasonably selected by the sponsor in good faith and disclosed
 1616  in the public communications about the event.
 1617         (2)Before any offers or sales are made in connection with
 1618  an offering, communications by an issuer or any person
 1619  authorized to act on behalf of the issuer are not deemed to
 1620  constitute general solicitation or general advertising if the
 1621  communication is solely for the purpose of determining whether
 1622  there is any interest in a contemplated securities offering.
 1623  Requirements imposed under this chapter on written or oral
 1624  statements made in the course of such communication may be
 1625  enforced as provided in this chapter. The solicitation or
 1626  acceptance of money or other consideration or of any commitment,
 1627  binding or otherwise, from any person is prohibited.
 1628         (a)The communication must state all of the following:
 1629         1.Money or other consideration is not being solicited and,
 1630  if sent in response, will not be accepted.
 1631         2.Any offer to buy the securities will not be accepted,
 1632  and no part of the purchase price will be accepted.
 1633         3.A person’s indication of interest does not involve
 1634  obligation or commitment of any kind.
 1635         (b)Any written communication under this subsection may
 1636  include a means by which a person may indicate to the issuer
 1637  that the person is interested in a potential offering. The
 1638  issuer may require the name, address, telephone number, or e
 1639  mail address in any response form included in the written
 1640  communication under this paragraph.
 1641         (c)A communication in accordance with this subsection is
 1642  not subject to s. 501.059, regarding telephone solicitations.
 1643         Section 9. Section 517.0616, Florida Statutes, is created
 1644  to read:
 1645         517.0616 Disqualification.—A registration exemption under
 1646  s. 517.061(9), (10), and (11), s. 517.0611, or s. 517.0612 is
 1647  not available to an issuer that would be disqualified under
 1648  Securities and Exchange Commission Rule 506(d), 17 C.F.R. s.
 1649  230.506(d), as amended, at the time the issuer makes an offer
 1650  for the sale of a security.
 1651         Section 10. Present subsections (4) through (8) of section
 1652  517.081, Florida Statutes, are redesignated as subsections (6)
 1653  through (10), respectively, new subsections (4) and (5) are
 1654  added to that section, and subsection (2), paragraph (g) of
 1655  subsection (3), and present subsection (7) of that section are
 1656  amended, to read:
 1657         517.081 Registration procedure.—
 1658         (2) The office shall receive and act upon applications for
 1659  the registration of to have securities registered, and the
 1660  commission may prescribe forms on which it may require such
 1661  applications to be submitted. Applications must shall be duly
 1662  signed by the applicant, sworn to by any person having knowledge
 1663  of the facts, and filed with the office. The commission may
 1664  establish, by rule, procedures for depositing fees and filing
 1665  documents by electronic means provided such procedures provide
 1666  the office with the information and data required by this
 1667  section. An application may be made either by the issuer of the
 1668  securities for which registration is applied or by any
 1669  registered dealer desiring to sell such securities the same
 1670  within the state.
 1671         (3) The office may require the applicant to submit to the
 1672  office the following information concerning the issuer and such
 1673  other relevant information as the office may in its judgment
 1674  deem necessary to enable it to ascertain whether such securities
 1675  shall be registered pursuant to the provisions of this section:
 1676         (g)1. A specimen copy of the securities certificate, if
 1677  applicable, and a copy of any circular, prospectus,
 1678  advertisement, or other description of such securities.
 1679         2. The commission shall adopt a form for a simplified
 1680  offering circular to register, under this section, securities
 1681  that are sold in offerings in which the aggregate offering price
 1682  in any consecutive 12-month period does not exceed the amount
 1683  provided in s. 3(b) of the Securities Act of 1933, as amended.
 1684  The following issuers shall not be eligible to submit a
 1685  simplified offering circular adopted pursuant to this
 1686  subparagraph:
 1687         a. An issuer seeking to register securities for resale by
 1688  persons other than the issuer.
 1689         b. An issuer that is subject to any of the
 1690  disqualifications described in 17 C.F.R. s. 230.262, adopted
 1691  pursuant to the Securities Act of 1933, as amended, or that has
 1692  been or is engaged or is about to engage in an activity that
 1693  would be grounds for denial, revocation, or suspension under s.
 1694  517.111. For purposes of this subparagraph, an issuer includes
 1695  an issuer’s director, officer, general partner, manager or
 1696  managing member, trustee, or equity owner who owns at least 10
 1697  percent of the ownership interests of the issuer, promoter, or
 1698  selling agent of the securities to be offered or any officer,
 1699  director, partner, or manager or managing member of such selling
 1700  agent.
 1701         c. An issuer that is a development-stage company that
 1702  either has no specific business plan or purpose or has indicated
 1703  that its business plan is to merge with an unidentified company
 1704  or companies.
 1705         d. An issuer of offerings in which the specific business or
 1706  properties cannot be described.
 1707         e. Any issuer the office determines is ineligible because
 1708  the form does not provide full and fair disclosure of material
 1709  information for the type of offering to be registered by the
 1710  issuer.
 1711         f. Any issuer that has failed to provide the office the
 1712  reports required for a previous offering registered pursuant to
 1713  this subparagraph.
 1714  
 1715  As a condition precedent to qualifying for use of the simplified
 1716  offering circular, an issuer shall agree to provide the office
 1717  with an annual financial report containing a balance sheet as of
 1718  the end of the issuer’s fiscal year and a statement of income
 1719  for such year, prepared in accordance with United States
 1720  generally accepted accounting principles and accompanied by an
 1721  independent accountant’s report. If the issuer has more than 100
 1722  security holders at the end of a fiscal year, the financial
 1723  statements must be audited. Annual financial reports must be
 1724  filed with the office within 90 days after the close of the
 1725  issuer’s fiscal year for each of the first 5 years following the
 1726  effective date of the registration.
 1727         (4)The commission may, by rule:
 1728         (a)Establish criteria relating to the issuance of equity
 1729  securities, debt securities, insurance company securities, real
 1730  estate investment trusts, oil and gas investments, and other
 1731  investments. In establishing these criteria, the commission may
 1732  consider the rules and regulations of the Securities and
 1733  Exchange Commission and statements of policy by the North
 1734  American Securities Administrators Association, Inc., relating
 1735  to the registration of securities offerings. The criteria must
 1736  include all of the following:
 1737         1.The promoter’s equity investment ratio.
 1738         2.The financial condition of the issuer.
 1739         3.The voting rights of shareholders.
 1740         4.The grant of options or warrants to underwriters and
 1741  others.
 1742         5.Loans and other transactions with affiliates of the
 1743  issuer.
 1744         6.The use, escrow, or refund of proceeds of the offering.
 1745         (b)Prescribe forms requiring applications for the
 1746  registration of securities to be submitted to the office,
 1747  including a simplified offering circular to register, under this
 1748  section, securities that are sold in offerings in which the
 1749  aggregate offering price in any consecutive 12-month period does
 1750  not exceed the amount provided in s. 3(b) of the Securities Act
 1751  of 1933, as amended.
 1752         (c)Establish procedures for depositing fees and filing
 1753  documents by electronic means, provided that such procedures
 1754  provide the office with the information and data required by
 1755  this section.
 1756         (d)Establish requirements and standards for the filing,
 1757  content, and circulation of a preliminary, final, or amended
 1758  prospectus, advertisements, and other sales literature. In
 1759  establishing such requirements and standards, the commission
 1760  shall consider the rules and regulations of the Securities and
 1761  Exchange Commission relating to requirements for preliminary,
 1762  final, or amended or supplemented prospectuses and the rules of
 1763  the Financial Industry Regulatory Authority relating to
 1764  advertisements and sales literature.
 1765         (5)All of the following issuers are not eligible to submit
 1766  a simplified offering circular:
 1767         (a)An issuer that is subject to any of the
 1768  disqualifications described in Securities and Exchange
 1769  Commission Rule 262, 17 C.F.R. s. 230.262, as amended, or that
 1770  has been or is engaged or is about to engage in an activity that
 1771  would be grounds for denial, revocation, or suspension under s.
 1772  517.111. For purposes of this paragraph, an issuer includes an
 1773  issuer’s director, officer, general partner, manager or managing
 1774  member, trustee, or a person owning at least 10 percent of the
 1775  ownership interests of the issuer; a promoter or selling agent
 1776  of the securities to be offered; or any officer, director,
 1777  partner, or manager or managing member of such selling agent.
 1778         (b)An issuer that is a development-stage company that
 1779  either has no specific business plan or purpose or has indicated
 1780  that its business plan is to merge with an unidentified business
 1781  entity or entities.
 1782         (c)An issuer of offerings in which the specific business
 1783  or properties cannot be described.
 1784         (d)An issuer that the office determines is ineligible
 1785  because the simplified circular does not provide full and fair
 1786  disclosure of material information for the type of offering to
 1787  be registered by the issuer.
 1788         (9)(a)(7)The office shall record the registration of a
 1789  security in the register of securities if, upon examination of
 1790  an any application, it finds that all of the following
 1791  requirements are met: the office
 1792         1.The application is complete.
 1793         2.The fee imposed in subsection (8) has been paid.
 1794         3.The sale of the security would not be fraudulent and
 1795  would not work or tend to work a fraud upon the purchaser.
 1796         4.The terms of the sale of such securities would be fair,
 1797  just, and equitable.
 1798         5.The enterprise or business of the issuer is not based
 1799  upon unsound business principles.
 1800         (b)Upon registration, the security may be sold by the
 1801  issuer or any registered dealer, subject, however, to the
 1802  further order of the office shall find that the sale of the
 1803  security referred to therein would not be fraudulent and would
 1804  not work or tend to work a fraud upon the purchaser, that the
 1805  terms of the sale of such securities would be fair, just, and
 1806  equitable, and that the enterprise or business of the issuer is
 1807  not based upon unsound business principles, it shall record the
 1808  registration of such security in the register of securities; and
 1809  thereupon such security so registered may be sold by any
 1810  registered dealer, subject, however, to the further order of the
 1811  office. In order to determine if an offering is fair, just, and
 1812  equitable, the commission may by rule establish requirements and
 1813  standards for the filing, content, and circulation of any
 1814  preliminary, final, or amended prospectus and other sales
 1815  literature and may by rule establish merit qualification
 1816  criteria relating to the issuance of equity securities, debt
 1817  securities, insurance company securities, real estate investment
 1818  trusts, and other traditional and nontraditional investments,
 1819  including, but not limited to, oil and gas investments. The
 1820  criteria may include such elements as the promoter’s equity
 1821  investment ratio, the financial condition of the issuer, the
 1822  voting rights of shareholders, the grant of options or warrants
 1823  to underwriters and others, loans and other affiliated
 1824  transaction, the use or refund of proceeds of the offering, and
 1825  such other relevant criteria as the office in its judgment may
 1826  deem necessary to such determination.
 1827         Section 11. Subsection (2) of section 517.101, Florida
 1828  Statutes, is amended to read:
 1829         517.101 Consent to service.—
 1830         (2) Any such action must shall be brought either in the
 1831  county of the plaintiff’s residence or in the county in which
 1832  the office has its official headquarters. The written consent
 1833  must shall be authenticated by the seal of the said issuer, if
 1834  it has a seal, and by the acknowledged signature of a director,
 1835  manager, managing member, general partner, trustee, or officer
 1836  of the issuer member of the copartnership or company, or by the
 1837  acknowledged signature of any officer of the incorporated or
 1838  unincorporated association, if it be an incorporated or
 1839  unincorporated association, duly authorized by resolution of the
 1840  board of directors, trustees, or managers of the corporation or
 1841  association, and must shall in such case be accompanied by a
 1842  duly certified copy of the resolution of the issuer’s board of
 1843  directors, trustees, managers, managing members, or general
 1844  partners or managers of the corporation or association,
 1845  authorizing the signer to execute the consent officers to
 1846  execute the same. In case any process or pleadings mentioned in
 1847  this chapter are served upon the office, service must it shall
 1848  be by duplicate copies, one of which must shall be filed in the
 1849  office and the other another immediately forwarded by the office
 1850  by registered mail to the principal office of the issuer against
 1851  which the said process or pleadings are directed.
 1852         Section 12. Section 517.131, Florida Statutes, is amended
 1853  to read:
 1854         517.131 Securities Guaranty Fund.—
 1855         (1) As used in this section, the term “final judgment”
 1856  includes an arbitration award confirmed by a court of competent
 1857  jurisdiction.
 1858         (2)(a) The Chief Financial Officer shall establish a
 1859  Securities Guaranty Fund to provide monetary relief to victims
 1860  of securities violations under this chapter who are entitled to
 1861  monetary damages or restitution and cannot recover the full
 1862  amount of such monetary damages or restitution from the
 1863  wrongdoer. An amount not exceeding 20 percent of all revenues
 1864  received as assessment fees pursuant to s. 517.12(9) and (10)
 1865  for dealers and investment advisers or s. 517.1201 for federal
 1866  covered advisers and an amount not exceeding 10 percent of all
 1867  revenues received as assessment fees pursuant to s. 517.12(9)
 1868  and (10) for associated persons must shall be part of the
 1869  regular registration license fee and must shall be transferred
 1870  to or deposited in the Securities Guaranty Fund.
 1871         (b) If the balance in the Securities Guaranty Fund at any
 1872  time exceeds $1.5 million, transfer of assessment fees to the
 1873  this fund must shall be discontinued at the end of that
 1874  registration license year, and transfer of such assessment fees
 1875  may shall not resume be resumed unless the fund balance is
 1876  reduced below $1 million by disbursement made in accordance with
 1877  s. 517.141.
 1878         (2)The Securities Guaranty Fund shall be disbursed as
 1879  provided in s. 517.141 to a person who is adjudged by a court of
 1880  competent jurisdiction to have suffered monetary damages as a
 1881  result of any of the following acts committed by a dealer,
 1882  investment adviser, or associated person who was licensed under
 1883  this chapter at the time the act was committed:
 1884         (a)A violation of s. 517.07.
 1885         (b)A violation of s. 517.301.
 1886         (3) A Any person is eligible for payment to seek recovery
 1887  from the Securities Guaranty Fund if the person:
 1888         (a)1.Holds an unsatisfied final judgment entered on or
 1889  after October 1, 2024, in which a wrongdoer was found to have
 1890  violated s. 517.07 or s. 517.301;
 1891         2.Has applied any amount recovered from the judgment
 1892  debtor or any other source to the damages awarded by the court
 1893  or arbitrator; and
 1894         3.Is a natural person who was a resident of this state, or
 1895  is a business entity that was domiciled in this state, at the
 1896  time of the violation of s. 517.07 or s. 517.301; or
 1897         (b) Is a receiver appointed pursuant to s. 517.191(2) by a
 1898  court of competent jurisdiction for a wrongdoer ordered to pay
 1899  restitution under s. 517.191(3) as a result of a violation of s.
 1900  517.07 or s. 517.301 which has requested payment from the
 1901  Securities Guaranty Fund on behalf of a person eligible for
 1902  payment under paragraph (a).
 1903  
 1904  If a person holds an unsatisfied final judgment entered before
 1905  October 1, 2024, in which a wrongdoer was found to have violated
 1906  s. 517.07 or s. 517.301, such person’s claim for payment from
 1907  the Securities Guaranty Fund shall be governed by the terms of
 1908  this section and s. 517.141 which were effective on the date of
 1909  such final judgment
 1910         (a)Such person has received final judgment in a court of
 1911  competent jurisdiction in any action wherein the cause of action
 1912  was based on a violation of those sections referred to in
 1913  subsection (2).
 1914         (b)Such person has made all reasonable searches and
 1915  inquiries to ascertain whether the judgment debtor possesses
 1916  real or personal property or other assets subject to being sold
 1917  or applied in satisfaction of the judgment, and by her or his
 1918  search the person has discovered no property or assets; or she
 1919  or he has discovered property and assets and has taken all
 1920  necessary action and proceedings for the application thereof to
 1921  the judgment, but the amount thereby realized was insufficient
 1922  to satisfy the judgment. To verify compliance with such
 1923  condition, the office may require such person to have a writ of
 1924  execution be issued upon such judgment, may require a showing
 1925  that no personal or real property of the judgment debtor liable
 1926  to be levied upon in complete satisfaction of the judgment can
 1927  be found, or may require an affidavit from the claimant setting
 1928  forth the reasonable searches and inquiries undertaken and the
 1929  result of those searches and inquiries.
 1930         (c)Such person has applied any amounts recovered from the
 1931  judgment debtor, or from any other source, to the damages
 1932  awarded by the court.
 1933         (d)The act for which recovery is sought occurred on or
 1934  after January 1, 1979.
 1935         (e)The office waives compliance with the requirements of
 1936  paragraph (a) or paragraph (b). The office may waive such
 1937  compliance if the dealer, investment adviser, or associated
 1938  person which is the subject of the claim filed with the office
 1939  is the subject of any proceeding in which a receiver has been
 1940  appointed by a court of competent jurisdiction. If the office
 1941  waives such compliance, the office may, upon petition by the
 1942  debtor or the court-appointed trustee, examiner, or receiver,
 1943  distribute funds from the Securities Guaranty Fund up to the
 1944  amount allowed under s. 517.141. Any waiver granted pursuant to
 1945  this section shall be considered a judgment for purposes of
 1946  complying with the requirements of this section and of s.
 1947  517.141.
 1948         (4)A person who has done any of the following is not
 1949  eligible for payment from the Securities Guaranty Fund:
 1950         (a)Participated or assisted in a violation of this
 1951  chapter.
 1952         (b)Attempted to commit or committed a violation of this
 1953  chapter.
 1954         (c)Profited from a violation of this chapter.
 1955         (5)An eligible person, or a receiver on behalf of the
 1956  eligible person, seeking payment from the Securities Guaranty
 1957  Fund must file with the office a written application on a form
 1958  that the commission may prescribe by rule. The commission may
 1959  adopt by rule procedures for filing documents by electronic
 1960  means, provided that such procedures provide the office with the
 1961  information and data required by this section. The application
 1962  must be filed with the office within 1 year after the date of
 1963  the final judgment, the date on which a restitution order has
 1964  been ripe for execution, or the date of any appellate decision
 1965  thereon, and, at minimum, must contain all of the following
 1966  information:
 1967         (a)The eligible person’s and, if applicable, the
 1968  receiver’s full name, address, and contact information.
 1969         (b)The person ordered to pay restitution.
 1970         (c)If the eligible person is a business entity, the
 1971  eligible person’s type and place of organization and, as
 1972  applicable, a copy, as amended, of its articles of
 1973  incorporation, articles of organization, trust agreement, or
 1974  partnership agreement.
 1975         (d)Any final judgment and a copy thereof.
 1976         (e)Any restitution order pursuant to s. 517.191(3), and a
 1977  copy thereof.
 1978         (f)An affidavit from the eligible person stating either
 1979  one of the following:
 1980         1.That the eligible person has made all reasonable
 1981  searches and inquiries to ascertain whether the judgment debtor
 1982  possesses real or personal property or other assets subject to
 1983  being sold or applied in satisfaction of the final judgment and,
 1984  by the eligible person’s search, that the eligible person has
 1985  not discovered any property or assets.
 1986         2.That the eligible person has taken necessary action on
 1987  the property and assets of the wrongdoers but the final judgment
 1988  remains unsatisfied.
 1989         (g)If the application is filed by the receiver, an
 1990  affidavit from the receiver stating the amount of restitution
 1991  owed to the eligible person on whose behalf the claim is filed;
 1992  the amount of any money, property, or assets paid to the
 1993  eligible person on whose behalf the claim is filed by the person
 1994  over whom the receiver is appointed; and the amount of any
 1995  unsatisfied portion of any eligible person’s order of
 1996  restitution.
 1997         (h)The eligible person’s residence or domicile at the time
 1998  of the violation of s. 517.07 or s. 517.301 which resulted in
 1999  the eligible person’s monetary damages.
 2000         (i)The amount of any unsatisfied portion of the eligible
 2001  person’s final judgment.
 2002         (j)Whether an appeal or motion to vacate an arbitration
 2003  award has been filed.
 2004         (6)If the office finds that a person is eligible for
 2005  payment from the Securities Guaranty Fund and if the person has
 2006  complied with this section and the rules adopted under this
 2007  section, the office must approve payment to such person from the
 2008  fund. Within 90 days after the office’s receipt of a complete
 2009  application, each eligible person or receiver must be given
 2010  written notice, personally or by mail, that the office intends
 2011  to approve or deny, or has approved or denied, the application
 2012  for payment from the Securities Guaranty Fund.
 2013         (7)Upon receipt by the eligible person or receiver of
 2014  notice of the office’s decision that the eligible person’s or
 2015  receiver’s application for payment from the Securities Guaranty
 2016  Fund is approved, and before any disbursement, the eligible
 2017  person shall assign to the office on a form prescribed by
 2018  commission rule all right, title, and interest in the final
 2019  judgment or order of restitution equal to the amount of such
 2020  payment.
 2021         (8)The office shall deem an application for payment from
 2022  the Securities Guaranty Fund abandoned if the eligible person or
 2023  receiver, or any person acting on behalf of the eligible person
 2024  or receiver, fails to timely complete the application as
 2025  prescribed by commission rule. The time period to complete an
 2026  application must be tolled during the pendency of an appeal or
 2027  motion to vacate an arbitration award.
 2028         (4)Any person who files an action that may result in the
 2029  disbursement of funds from the Securities Guaranty Fund pursuant
 2030  to the provisions of s. 517.141 shall give written notice by
 2031  certified mail to the office as soon as practicable after such
 2032  action has been filed. The failure to give such notice shall not
 2033  bar a payment from the Securities Guaranty Fund if all of the
 2034  conditions specified in subsection (3) are satisfied.
 2035  (5)The commission may adopt rules pursuant to ss. 120.536(1)
 2036  and 120.54 specifying the procedures for complying with
 2037  subsections (2), (3), and (4), including rules for the form of
 2038  submission and guidelines for the sufficiency and content of
 2039  submissions of notices and claims.
 2040         Section 13. Section 517.141, Florida Statutes, is amended
 2041  to read:
 2042         517.141 Payment from the fund.—
 2043         (1) As used in this section, the term:
 2044         (a)“Claimant” means a person determined eligible for
 2045  payment under s. 517.131 that is approved by the office for
 2046  payment from the Securities Guaranty Fund.
 2047         (b)“Final judgment” includes an arbitration award
 2048  confirmed by a court of competent jurisdiction.
 2049         (c)“Specified adult” has the same meaning as in s.
 2050  517.34(1).
 2051         (2)A claimant is entitled to disbursement from the
 2052  Securities Guaranty Fund in the amount equal to the lesser of:
 2053         (a)The unsatisfied portion of the claimant’s final
 2054  judgment or final order of restitution, but only to the extent
 2055  that the final judgment or final order of restitution reflects
 2056  actual or compensatory damages, excluding postjudgment interest,
 2057  costs, and attorney fees; or
 2058         (b)1.The sum of $15,000; or
 2059         2.If the claimant is a specified adult or if a specified
 2060  adult is a beneficial owner or beneficiary of the claimant, the
 2061  sum of $25,000 Any person who meets all of the conditions
 2062  prescribed in s. 517.131 may apply to the office for payment to
 2063  be made to such person from the Securities Guaranty Fund in the
 2064  amount equal to the unsatisfied portion of such person’s
 2065  judgment or $10,000, whichever is less, but only to the extent
 2066  and amount reflected in the judgment as being actual or
 2067  compensatory damages, excluding postjudgment interest, costs,
 2068  and attorney’s fees.
 2069         (3)(2) Regardless of the number of claims or claimants
 2070  involved, payments for claims are shall be limited in the
 2071  aggregate to $250,000 $100,000 against any one dealer,
 2072  investment adviser, or associated person. If the total claim
 2073  filed by a receiver on behalf of multiple claimants exceeds
 2074  claims exceed the aggregate limit of $250,000 $100,000, the
 2075  office must shall prorate the payment to each claimant based
 2076  upon the ratio that each claimant’s individual the person’s
 2077  claim bears to the total claim claims filed.
 2078         (4)If at any time the balance in the Securities Guaranty
 2079  Fund is insufficient to satisfy a valid claim or portion of a
 2080  valid claim approved by the office, the office must satisfy the
 2081  unpaid claim or portion of the valid claim as soon as a
 2082  sufficient amount of money has been deposited into or
 2083  transferred to the Securities Guaranty Fund. If more than one
 2084  unsatisfied claim is outstanding, the claims must be paid in the
 2085  sequence in which the claims were approved by final order of the
 2086  office, which final order is not subject to an appeal or other
 2087  pending proceeding.
 2088         (5)All payments and disbursements made from the Securities
 2089  Guaranty Fund must be made by the Chief Financial Officer, or
 2090  his or her designee, upon authorization by the office. The
 2091  office shall submit such authorization within 30 days after the
 2092  approval of an eligible person for payment from the Securities
 2093  Guaranty Fund
 2094         (3)No payment shall be made on any claim against any one
 2095  dealer, investment adviser, or associated person before the
 2096  expiration of 2 years from the date any claimant is found by the
 2097  office to be eligible for recovery pursuant to this section. If
 2098  during this 2-year period more than one claim is filed against
 2099  the same dealer, investment adviser, or associated person, or if
 2100  the office receives notice pursuant to s. 517.131(4) that an
 2101  action against the same dealer, investment adviser, or
 2102  associated person is pending, all such claims and notices of
 2103  pending claims received during this period against the same
 2104  dealer, investment adviser, or associated person may be handled
 2105  by the office as provided in this section. Two years after the
 2106  first claimant against that same dealer, investment adviser, or
 2107  associated person applies for payment pursuant to this section:
 2108         (a)The office shall determine those persons eligible for
 2109  payment or for potential payment in the event of a pending
 2110  action. All such persons may be entitled to receive their pro
 2111  rata shares of the fund as provided in this section.
 2112         (b)Those persons who meet all the conditions prescribed in
 2113  s. 517.131 and who have applied for payment pursuant to this
 2114  section will be entitled to receive their pro rata shares of the
 2115  total disbursement.
 2116         (c)Those persons who have filed notice with the office of
 2117  a pending claim pursuant to s. 517.131(4) but who are not yet
 2118  eligible for payment from the fund will be entitled to receive
 2119  their pro rata shares of the total disbursement once they have
 2120  complied with subsection (1). However, in the event that the
 2121  amounts they are eligible to receive pursuant to subsection (1)
 2122  are less than their pro rata shares as determined under this
 2123  section, any excess shall be distributed pro rata to those
 2124  persons entitled to disbursement under this subsection whose pro
 2125  rata shares of the total disbursement were less than the amounts
 2126  of their claims.
 2127         (6)(4) Individual claims filed by persons owning the same
 2128  joint account, or claims arising stemming from any other type of
 2129  account maintained by a particular licensee on which more than
 2130  one name appears, must shall be treated as the claims of one
 2131  eligible claimant with respect to payment from the Securities
 2132  Guaranty Fund. If a claimant who has obtained a final judgment
 2133  or final order of restitution that which qualifies for
 2134  disbursement under s. 517.131 has maintained more than one
 2135  account with the dealer, investment adviser, or associated
 2136  person who is the subject of the claims, for purposes of
 2137  disbursement of the Securities Guaranty Fund, all such accounts,
 2138  whether joint or individual, must shall be considered as one
 2139  account and shall entitle such claimant to only one distribution
 2140  from the fund not to exceed the lesser of $10,000 or the
 2141  unsatisfied portion of such claimant’s judgment as provided in
 2142  subsection (1). To the extent that a claimant obtains more than
 2143  one final judgment or final order of restitution against a
 2144  person dealer, investment adviser, or one or more associated
 2145  persons arising out of the same transactions, occurrences, or
 2146  conduct or out of such the dealer’s, investment adviser’s, or
 2147  associated person’s handling of the claimant’s account, the
 2148  final such judgments or final orders of restitution must shall
 2149  be consolidated for purposes of this section and shall entitle
 2150  the claimant to only one disbursement from the fund not to
 2151  exceed the lesser of $10,000 or the unsatisfied portion of such
 2152  claimant’s judgment as provided in subsection (1).
 2153         (7)(5) If the final judgment or final order of restitution
 2154  that gave rise to the claim is overturned in any appeal or in
 2155  any collateral proceeding, the claimant must shall reimburse the
 2156  Securities Guaranty Fund all amounts paid from the fund to the
 2157  claimant on the claim. If the claimant satisfies the final
 2158  judgment or final order of restitution specified in s.
 2159  517.131(3)(a), the claimant must shall reimburse the Securities
 2160  Guaranty Fund all amounts paid from the fund to the claimant on
 2161  the claim. Such reimbursement must shall be paid to the
 2162  Department of Financial Services office within 60 days after the
 2163  final resolution of the appellate or collateral proceedings or
 2164  the satisfaction of the final judgment or order of restitution,
 2165  with the 60-day period commencing on the date the final order or
 2166  decision is entered in such proceedings.
 2167         (8)(6) If a claimant receives payments in excess of that
 2168  which is permitted under this chapter, the claimant must shall
 2169  reimburse the Securities Guaranty Fund such excess within 60
 2170  days after the claimant receives such excess payment or after
 2171  the payment is determined to be in excess of that permitted by
 2172  law, whichever is later.
 2173         (9)A claimant who knowingly and willfully files or causes
 2174  to be filed an application under s. 517.131 or documents
 2175  supporting the application, any of which contain false,
 2176  incomplete, or misleading information in any material aspect,
 2177  forfeits all payments from the Securities Guaranty Fund and
 2178  commits a violation of s. 517.301(1)(c).
 2179         (10)(7) The Department of Financial Services office may
 2180  institute legal proceedings to enforce compliance with this
 2181  section and with s. 517.131 to recover moneys owed to the
 2182  Securities Guaranty Fund, and is shall be entitled to recover
 2183  interest, costs, and attorney attorney’s fees in any action
 2184  brought pursuant to this section in which the department office
 2185  prevails.
 2186         (8)If at any time the money in the Securities Guaranty
 2187  Fund is insufficient to satisfy any valid claim or portion of a
 2188  valid claim approved by the office, the office shall satisfy
 2189  such unpaid claim or portion of such valid claim as soon as a
 2190  sufficient amount of money has been deposited in or transferred
 2191  to the fund. When there is more than one unsatisfied claim
 2192  outstanding, such claims shall be paid in the order in which the
 2193  claims were approved by final order of the office, which order
 2194  is not subject to an appeal or other pending proceeding.
 2195         (9)Upon receipt by the claimant of the payment from the
 2196  Securities Guaranty Fund, the claimant shall assign any
 2197  additional right, title, and interest in the judgment, to the
 2198  extent of such payment, to the office. If the provisions of s.
 2199  517.131(3)(e) apply, the claimant must assign to the office any
 2200  right, title, and interest in the debt to the extent of any
 2201  payment by the office from the Securities Guaranty Fund.
 2202         (10)All payments and disbursements made from the
 2203  Securities Guaranty Fund shall be made by the Chief Financial
 2204  Officer upon authorization signed by the director of the office,
 2205  or such agent as she or he may designate.
 2206         Section 14. Section 517.191, Florida Statutes, is amended
 2207  to read:
 2208         517.191 Enforcement by the Office of Financial Regulation
 2209  Injunction to restrain violations; civil penalties; enforcement
 2210  by Attorney General.—
 2211         (1) When it appears to the office, either upon complaint or
 2212  otherwise, that a person has engaged or is about to engage in
 2213  any act or practice constituting a violation of this chapter or
 2214  a rule or order hereunder, the office may investigate; and
 2215  whenever it shall believe from evidence satisfactory to it that
 2216  any such person has engaged, is engaged, or is about to engage
 2217  in any act or practice constituting a violation of this chapter
 2218  or a rule or order hereunder, the office may, in addition to any
 2219  other remedies, bring action in the name and on behalf of the
 2220  state against such person and any other person concerned in or
 2221  in any way participating in or about to participate in such
 2222  practices or engaging therein or doing any act or acts in
 2223  furtherance thereof or in violation of this chapter to enjoin
 2224  such person or persons from continuing such fraudulent practices
 2225  or engaging therein or doing any act or acts in furtherance
 2226  thereof or in violation of this chapter. In any such court
 2227  proceedings, the office may apply for, and on due showing be
 2228  entitled to have issued, the court’s subpoena requiring
 2229  forthwith the appearance of any defendant and her or his
 2230  employees, associated persons, or agents and the production of
 2231  documents, books, and records that may appear necessary for the
 2232  hearing of such petition, to testify or give evidence concerning
 2233  the acts or conduct or things complained of in such application
 2234  for injunction. In such action, the equity courts shall have
 2235  jurisdiction of the subject matter, and a judgment may be
 2236  entered awarding such injunction as may be proper.
 2237         (2) In addition to all other means provided by law for the
 2238  enforcement of any temporary restraining order, temporary
 2239  injunction, or permanent injunction issued in any such court
 2240  proceedings, the court shall have the power and jurisdiction,
 2241  upon application of the office, to impound and to appoint a
 2242  receiver or administrator for the property, assets, and business
 2243  of the defendant, including, but not limited to, the books,
 2244  records, documents, and papers appertaining thereto. Such
 2245  receiver or administrator, when appointed and qualified, shall
 2246  have all powers and duties as to custody, collection,
 2247  administration, winding up, and liquidation of such said
 2248  property and business as may shall from time to time be
 2249  conferred upon her or him by the court. In any such action, the
 2250  court may issue orders and decrees staying all pending suits and
 2251  enjoining any further suits affecting the receiver’s or
 2252  administrator’s custody or possession of such the said property,
 2253  assets, and business or, in its discretion, may with the consent
 2254  of the presiding judge of the circuit require that all such
 2255  suits be assigned to the circuit court judge appointing such the
 2256  said receiver or administrator.
 2257         (3) In addition to, or in lieu of, any other remedies
 2258  provided by this chapter, the office may apply to the court
 2259  hearing the this matter for an order directing the defendant to
 2260  make restitution of those sums shown by the office to have been
 2261  obtained in violation of any of the provisions of this chapter.
 2262  The office has standing to request such restitution on behalf of
 2263  victims in cases brought by the office under this chapter,
 2264  regardless of the appointment of an administrator or receiver
 2265  under subsection (2) or an injunction under subsection (1).
 2266  Further, such restitution must shall, at the option of the
 2267  court, be payable to the administrator or receiver appointed
 2268  pursuant to this section or directly to the persons whose assets
 2269  were obtained in violation of this chapter.
 2270         (4) In addition to any other remedies provided by this
 2271  chapter, the office may apply to the court hearing the matter
 2272  for, and the court has shall have jurisdiction to impose, a
 2273  civil penalty against any person found to have violated any
 2274  provision of this chapter, any rule or order adopted by the
 2275  commission or the office, or any written agreement entered into
 2276  with the office in an amount not to exceed any of the following:
 2277         (a)The greater of $20,000 $10,000 for a natural person or
 2278  $25,000 for a business entity any other person, or the gross
 2279  amount of any pecuniary loss to investors or pecuniary gain to a
 2280  natural person or business entity such defendant for each such
 2281  violation, other than a violation of s. 517.301, plus the
 2282  greater of $50,000 for a natural person or $250,000 for a
 2283  business entity any other person, or the gross amount of any
 2284  pecuniary loss to investors or pecuniary gain to a natural
 2285  person or business entity such defendant for each violation of
 2286  s. 517.301.
 2287         (b)Twice the amount of the civil penalty that would
 2288  otherwise be imposed under this subsection if a specified adult,
 2289  as defined in s. 517.34(1), is the victim of a violation of this
 2290  chapter.
 2291  
 2292  All civil penalties collected pursuant to this subsection must
 2293  shall be deposited into the Anti-Fraud Trust Fund. The office
 2294  may recover any costs and attorney fees related to its
 2295  investigation or enforcement of this section. Notwithstanding
 2296  any other law, such moneys recovered by the office must be
 2297  deposited into the Anti-Fraud Trust Fund.
 2298         (5) For purposes of any action brought by the office under
 2299  this section, a control person who controls any person found to
 2300  have violated this chapter or any rule adopted thereunder is
 2301  jointly and severally liable with, and to the same extent as,
 2302  the controlled person in any action brought by the office under
 2303  this section unless the control person can establish by a
 2304  preponderance of the evidence that he or she acted in good faith
 2305  and did not directly or indirectly induce the act that
 2306  constitutes the violation or cause of action.
 2307         (6)For purposes of any action brought by the office under
 2308  this section, a person who knowingly or recklessly provides
 2309  substantial assistance to another person in violation of this
 2310  chapter or any rule adopted thereunder is deemed to violate this
 2311  chapter or the rule to the same extent as the person to whom
 2312  such assistance is provided.
 2313         (7)The office may issue and serve upon a person a cease
 2314  and desist order if the office has reason to believe that the
 2315  person violates, has violated, or is about to violate this
 2316  chapter, any commission or office rule or order, or any written
 2317  agreement entered into with the office.
 2318         (8)If the office finds that any conduct described in
 2319  subsection (7) presents an immediate danger to the public,
 2320  requiring an immediate final order, the office may issue an
 2321  emergency cease and desist order reciting with particularity the
 2322  facts underlying such findings. The emergency cease and desist
 2323  order is effective immediately upon service of a copy of the
 2324  order on the respondent named in the order and remains effective
 2325  for 90 days after issuance. If the office begins nonemergency
 2326  cease and desist proceedings under subsection (7), the emergency
 2327  cease and desist order remains effective until the conclusion of
 2328  the proceedings under ss. 120.569 and 120.57.
 2329         (9)The office may impose and collect an administrative
 2330  fine against any person found to have violated any provision of
 2331  this chapter, any rule or order adopted by the commission or
 2332  office, or any written agreement entered into with the office in
 2333  an amount not to exceed the penalties provided in subsection
 2334  (4). All fines collected under this subsection must be deposited
 2335  into the Anti-Fraud Trust Fund.
 2336         (10)The office may bar, permanently or for a specific
 2337  period of time, any person found to have violated this chapter,
 2338  any rule or order adopted by the commission or office, or any
 2339  written agreement entered into with the office from submitting
 2340  an application or notification for a license or registration
 2341  with the office.
 2342         (11) In addition to all other means provided by law for
 2343  enforcing any of the provisions of this chapter, when the
 2344  Attorney General, upon complaint or otherwise, has reason to
 2345  believe that a person has engaged or is engaged in any act or
 2346  practice constituting a violation of s. 517.275 or, s. 517.301,
 2347  s. 517.311, or s. 517.312, or any rule or order issued under
 2348  such sections, the Attorney General may investigate and bring an
 2349  action to enforce these provisions as provided in ss. 517.171,
 2350  517.201, and 517.2015 after receiving written approval from the
 2351  office. Such an action may be brought against such person and
 2352  any other person in any way participating in such act or
 2353  practice or engaging in such act or practice or doing any act in
 2354  furtherance of such act or practice, to obtain injunctive
 2355  relief, restitution, civil penalties, and any remedies provided
 2356  for in this section. The Attorney General may recover any costs
 2357  and attorney fees related to the Attorney General’s
 2358  investigation or enforcement of this section. Notwithstanding
 2359  any other provision of law, moneys recovered by the Attorney
 2360  General for costs, attorney fees, and civil penalties for a
 2361  violation of s. 517.275 or, s. 517.301, s. 517.311, or s.
 2362  517.312, or any rule or order issued pursuant to such sections,
 2363  must shall be deposited in the Legal Affairs Revolving Trust
 2364  Fund. The Legal Affairs Revolving Trust Fund may be used to
 2365  investigate and enforce this section.
 2366         (12)(6) This section does not limit the authority of the
 2367  office to bring an administrative action against any person that
 2368  is the subject of a civil action brought pursuant to this
 2369  section or limit the authority of the office to engage in
 2370  investigations or enforcement actions with the Attorney General.
 2371  However, a person may not be subject to both a civil penalty
 2372  under subsection (4) and an administrative fine under subsection
 2373  (9) s. 517.221(3) as the result of the same facts.
 2374         (13)(7) Notwithstanding s. 95.11(4)(f), an enforcement
 2375  action brought under this section based on a violation of any
 2376  provision of this chapter or any rule or order issued under this
 2377  chapter shall be brought within 6 years after the facts giving
 2378  rise to the cause of action were discovered or should have been
 2379  discovered with the exercise of due diligence, but not more than
 2380  8 years after the date such violation occurred.
 2381         (14)This chapter does not limit any statutory right of the
 2382  state to punish a person for a violation of a law.
 2383         (15)When not in conflict with the Constitution or laws of
 2384  the United States, the courts of this state have the same
 2385  jurisdiction over civil suits instituted in connection with the
 2386  sale or offer of sale of securities under any laws of the United
 2387  States as the courts of this state may have with regard to
 2388  similar cases instituted under the laws of this state.
 2389         Section 15. Section 517.211, Florida Statutes, is amended
 2390  to read:
 2391         517.211 Private remedies available in cases of unlawful
 2392  sale.—
 2393         (1) Every sale made in violation of either s. 517.07 or s.
 2394  517.12(1), (3), (4), (8), (10), (12), (15), or (17) may be
 2395  rescinded at the election of the purchaser; however, except a
 2396  sale made in violation of the provisions of s. 517.1202(3)
 2397  relating to a renewal of a branch office notification or shall
 2398  not be subject to this section, and a sale made in violation of
 2399  the provisions of s. 517.12(12) relating to filing a change of
 2400  address amendment is shall not be subject to this section. Each
 2401  person making the sale and every director, officer, partner, or
 2402  agent of or for the seller, if the director, officer, partner,
 2403  or agent has personally participated or aided in making the
 2404  sale, is jointly and severally liable to the purchaser in an
 2405  action for rescission, if the purchaser still owns the security,
 2406  or for damages, if the purchaser has sold the security. No
 2407  purchaser otherwise entitled will have the benefit of this
 2408  subsection who has refused or failed, within 30 days after of
 2409  receipt, to accept an offer made in writing by the seller, if
 2410  the purchaser has not sold the security, to take back the
 2411  security in question and to refund the full amount paid by the
 2412  purchaser or, if the purchaser has sold the security, to pay the
 2413  purchaser an amount equal to the difference between the amount
 2414  paid for the security and the amount received by the purchaser
 2415  on the sale of the security, together, in either case, with
 2416  interest on the full amount paid for the security by the
 2417  purchaser at the legal rate, pursuant to s. 55.03, for the
 2418  period from the date of payment by the purchaser to the date of
 2419  repayment, less the amount of any income received by the
 2420  purchaser on the security.
 2421         (2) Any person purchasing or selling a security in
 2422  violation of s. 517.301, and every director, officer, partner,
 2423  or agent of or for the purchaser or seller, if the director,
 2424  officer, partner, or agent has personally participated or aided
 2425  in making the sale or purchase, is jointly and severally liable
 2426  to the person selling the security to or purchasing the security
 2427  from such person in an action for rescission, if the plaintiff
 2428  still owns the security, or for damages, if the plaintiff has
 2429  sold the security.
 2430         (3) For purposes of any action brought under this section,
 2431  a control person who controls any person found to have violated
 2432  any provision specified in subsection (1) is jointly and
 2433  severally liable with, and to the same extent as, such
 2434  controlled person in any action brought under this section
 2435  unless the control person can establish by a preponderance of
 2436  the evidence that he or she acted in good faith and did not
 2437  directly or indirectly induce the act that constitutes the
 2438  violation or cause of action.
 2439         (4) In an action for rescission:
 2440         (a) A purchaser may recover the consideration paid for the
 2441  security or investment, plus interest thereon at the legal rate
 2442  from the date of purchase, less the amount of any income
 2443  received by the purchaser on the security or investment upon
 2444  tender of the security or investment.
 2445         (b) A seller may recover the security upon tender of the
 2446  consideration paid for the security, plus interest at the legal
 2447  rate from the date of purchase, less the amount of any income
 2448  received by the defendant on the security.
 2449         (5)(4) In an action for damages brought by a purchaser of a
 2450  security or investment, the plaintiff must shall recover an
 2451  amount equal to the difference between:
 2452         (a) The consideration paid for the security or investment,
 2453  plus interest thereon at the legal rate from the date of
 2454  purchase; and
 2455         (b) The value of the security or investment at the time it
 2456  was disposed of by the plaintiff, plus the amount of any income
 2457  received on the security or investment by the plaintiff.
 2458         (6)(5) In an action for damages brought by a seller of a
 2459  security, the plaintiff shall recover an amount equal to the
 2460  difference between:
 2461         (a) The value of the security at the time of the complaint,
 2462  plus the amount of any income received by the defendant on the
 2463  security; and
 2464         (b) The consideration received for the security, plus
 2465  interest at the legal rate from the date of sale.
 2466         (7)(6) In any action brought under this section, including
 2467  an appeal, the court shall award reasonable attorney attorneys’
 2468  fees to the prevailing party unless the court finds that the
 2469  award of such fees would be unjust.
 2470         (8)This chapter does not limit any statutory or common-law
 2471  right of a person to bring an action in a court for an act
 2472  involved in the sale of securities or investments.
 2473         (9)The same civil remedies provided by the laws of the
 2474  United States for the purchasers or sellers of securities in
 2475  interstate commerce also extend to purchasers or sellers of
 2476  securities under this chapter.
 2477         Section 16. Section 517.221, Florida Statutes, is repealed.
 2478         Section 17. Section 517.241, Florida Statutes, is repealed.
 2479         Section 18. Section 517.301, Florida Statutes, is amended
 2480  to read:
 2481         517.301 Fraudulent transactions; falsification or
 2482  concealment of facts.—
 2483         (1) It is unlawful and a violation of the provisions of
 2484  this chapter for a person:
 2485         (a) In connection with the rendering of any investment
 2486  advice or in connection with the offer, sale, or purchase of any
 2487  investment or security, including any security exempted under
 2488  the provisions of s. 517.051 and including any security sold in
 2489  a transaction exempted under the provisions of s. 517.061, s.
 2490  517.0611, or s. 517.0612, directly or indirectly:
 2491         1. To employ any device, scheme, or artifice to defraud;
 2492         2. To obtain money or property by means of any untrue
 2493  statement of a material fact or any omission to state a material
 2494  fact necessary in order to make the statements made, in the
 2495  light of the circumstances under which they were made, not
 2496  misleading; or
 2497         3. To engage in any transaction, practice, or course of
 2498  business which operates or would operate as a fraud or deceit
 2499  upon a person.
 2500         (b) By use of any means, to publish, give publicity to, or
 2501  circulate any notice, circular, advertisement, newspaper,
 2502  article, letter, investment service, communication, or broadcast
 2503  that, although which, though not purporting to offer a security
 2504  for sale, describes such security for a consideration received
 2505  or to be received directly or indirectly from an issuer,
 2506  underwriter, or dealer, or from an agent or employee of an
 2507  issuer, underwriter, or dealer, without fully disclosing the
 2508  receipt, whether past or prospective, of such consideration and
 2509  the amount of the consideration.
 2510         (c) In any matter within the jurisdiction of the office, to
 2511  knowingly and willfully falsify, conceal, or cover up, by any
 2512  trick, scheme, or device, a material fact, make any false,
 2513  fictitious, or fraudulent statement or representation, or make
 2514  or use any false writing or document, knowing the same to
 2515  contain any false, fictitious, or fraudulent statement or entry.
 2516         (2) For purposes of ss. 517.311 and 517.312 and this
 2517  section, the term “investment” means any commitment of money or
 2518  property principally induced by a representation that an
 2519  economic benefit may be derived from such commitment, except
 2520  that the term does not include a commitment of money or property
 2521  for:
 2522         (a) The purchase of a business opportunity, business
 2523  enterprise, or real property through a person licensed under
 2524  chapter 475 or registered under former chapter 498; or
 2525         (b) The purchase of tangible personal property through a
 2526  person not engaged in telephone solicitation, electronic mail,
 2527  text messages, social media, or other electronic means where
 2528  said property is offered and sold in accordance with the
 2529  following conditions:
 2530         1. there are no specific representations or guarantees made
 2531  by the offeror or seller as to the economic benefit to be
 2532  derived from the purchase.;
 2533         2. The tangible property is delivered to the purchaser
 2534  within 30 days after sale, except that such 30-day period may be
 2535  extended by the office if market conditions so warrant; and
 2536         3. The seller has offered the purchaser a full refund
 2537  policy in writing, exercisable by the purchaser within 10 days
 2538  of the date of delivery of such tangible personal property,
 2539  except that the amount of such refund may not exceed the bid
 2540  price in effect at the time the property is returned to the
 2541  seller. If the applicable sellers’ market is closed at the time
 2542  the property is returned to the seller for a refund, the amount
 2543  of such refund shall be based on the bid price for such property
 2544  at the next opening of such market.
 2545         (3)It is unlawful for a person in issuing or selling a
 2546  security within this state, including a security exempted under
 2547  s. 517.051 and including a transaction exempted under s.
 2548  517.061, s. 517.0611, or s. 517.0612, to misrepresent that such
 2549  security or business entity has been guaranteed, sponsored,
 2550  recommended, or approved by the state or an agency or officer of
 2551  the state or by the United States or an agency or officer of the
 2552  United States.
 2553         (4)It is unlawful for a person registered or required to
 2554  be registered, or subject to the notice requirements, under this
 2555  chapter, including such persons and issuers who are subject to
 2556  s. 517.051, s. 517.061, s. 517.0611, s. 517.0612, or s. 517.081,
 2557  to misrepresent that such person has been sponsored,
 2558  recommended, or approved, or that such person’s abilities or
 2559  qualifications have in any respect been approved, by the state
 2560  or an agency or officer of the state or by the United States or
 2561  an agency or officer of the United States.
 2562         (5)It is unlawful and a violation of this chapter for a
 2563  person in connection with the offer or sale of an investment to
 2564  obtain money or property by means of:
 2565         (a)A misrepresentation that the investment offered or sold
 2566  is guaranteed, sponsored, recommended, or approved by the state
 2567  or an agency or officer of the state or by the United States or
 2568  an agency or officer of the United States; or
 2569         (b)A misrepresentation that such person is sponsored,
 2570  recommended, or approved, or that such person’s abilities or
 2571  qualifications have in any respect been approved, by the state
 2572  or an agency or officer of the state or by the United States or
 2573  an agency or officer of the United States.
 2574         (6)(a)Subsection (3) or subsection (4) may not be
 2575  construed to prohibit a statement that a person or security is
 2576  registered or has made a notice filing under this chapter if
 2577  such statement is required by this chapter or rules promulgated
 2578  thereunder and is true in fact and if the effect of such
 2579  statement is not a misrepresentation.
 2580         (b)A statement that a person is registered made in
 2581  connection with the offer or sale of a security under this
 2582  chapter must include the following disclaimer: “Registration
 2583  does not imply that such person has been sponsored, recommended,
 2584  or approved by the state or an agency or officer of the state or
 2585  by the United States or an agency or officer of the United
 2586  States.”
 2587         1.If the statement of registration is made in writing, the
 2588  disclaimer must immediately follow such statement and must be in
 2589  the same size and style of print as the statement of
 2590  registration.
 2591         2.If the statement of registration is made orally, the
 2592  disclaimer must be made or broadcast with the same force and
 2593  effect as the statement of registration.
 2594         (7)It is unlawful and a violation of this chapter for a
 2595  person to directly or indirectly manage, supervise, control, or
 2596  own, either alone or in association with others, a boiler room
 2597  in this state which sells or offers for sale a security or
 2598  investment in violation of subsection (1), subsection (3),
 2599  subsection (4), subsection (5), or subsection (6).
 2600         Section 19. Section 517.311, Florida Statutes, is repealed.
 2601         Section 20. Section 517.312, Florida Statutes, is repealed.
 2602         Section 21. Subsections (1), (2), and (3) of section
 2603  517.072, Florida Statutes, are amended to read:
 2604         517.072 Viatical settlement investments.—
 2605         (1) The exemptions provided for by s. 517.051(6) and (11)
 2606  ss. 517.051(6), (8), and (10) do not apply to a viatical
 2607  settlement investment.
 2608         (2) The offering of a viatical settlement investment is not
 2609  an exempt transaction under s. 517.061(10), (12), (13), and (18)
 2610  s. 517.061(2), (3), (8), (11), and (18), regardless of whether
 2611  the offering otherwise complies with the conditions of that
 2612  section, unless such offering is to a qualified institutional
 2613  buyer.
 2614         (3) The registration provisions of ss. 517.07 and 517.12 do
 2615  not apply to any of the following transactions in viatical
 2616  settlement investments; however, such transactions in viatical
 2617  settlement investments are subject to s. 517.301 the provisions
 2618  of ss. 517.301, 517.311, and 517.312:
 2619         (a) The transfer or assignment of an interest in a
 2620  previously viaticated policy from a natural person who transfers
 2621  or assigns no more than one such interest in a single calendar
 2622  year.
 2623         (b) The provision of stop-loss coverage to a viatical
 2624  settlement provider, financing entity, or related provider
 2625  trust, as those terms are defined in s. 626.9911, by an
 2626  authorized or eligible insurer.
 2627         (c) The transfer or assignment of a viaticated policy from
 2628  a licensed viatical settlement provider to another licensed
 2629  viatical settlement provider, a related provider trust, a
 2630  financing entity, or a special purpose entity, as those terms
 2631  are defined in s. 626.9911, or to a contingency insurer,
 2632  provided that such transfer or assignment is not the direct or
 2633  indirect promotion of any scheme or enterprise with the intent
 2634  of violating or evading any provision of this chapter.
 2635         (d) The transfer or assignment of a viaticated policy to a
 2636  bank, trust company, savings institution, insurance company,
 2637  dealer, investment company as defined in the Investment Company
 2638  Act of 1940, as amended, pension or profit-sharing trust,
 2639  qualified institutional buyer, or an accredited investor,
 2640  provided such transfer or assignment is not for the direct or
 2641  indirect promotion of any scheme or enterprise with the intent
 2642  of violating or evading any provision of this chapter.
 2643         (e) The transfer or assignment of a viaticated policy by a
 2644  conservator of a viatical settlement provider appointed by a
 2645  court of competent jurisdiction who transfers or assigns
 2646  ownership of viaticated policies pursuant to that court’s order.
 2647         Section 22. Subsection (2), paragraph (a) of subsection
 2648  (9), paragraph (j) of subsection (16), subsection (20), and
 2649  paragraphs (b) and (c) of subsection (21) of section 517.12,
 2650  Florida Statutes, are amended to read:
 2651         517.12 Registration of dealers, associated persons,
 2652  intermediaries, and investment advisers.—
 2653         (2) The registration requirements of this section do not
 2654  apply in a transaction exempted by s. 517.061(1)-(6), (8), (9),
 2655  (12), and (13) s. 517.061(1)-(10), (12), (14), and (15).
 2656         (9)(a) An applicant for registration shall pay an
 2657  assessment fee of $200, in the case of a dealer or investment
 2658  adviser, or $50, in the case of an associated person. An
 2659  associated person may be assessed an additional fee to cover the
 2660  cost for the fingerprints to be processed by the office. Such
 2661  fee shall be determined by rule of the commission. Such fees
 2662  become the revenue of the state, except for those assessments
 2663  provided for under s. 517.131(2) s. 517.131(1) until such time
 2664  as the Securities Guaranty Fund satisfies the statutory limits,
 2665  and are not returnable in the event that registration is
 2666  withdrawn or not granted.
 2667         (16)
 2668         (j) All fees collected under this subsection become the
 2669  revenue of the state, except those assessments provided for
 2670  under s. 517.131(2) s. 517.131(1), until the Securities Guaranty
 2671  Fund has satisfied the statutory limits. Such fees are not
 2672  returnable if a notice-filing is withdrawn.
 2673         (20) The registration requirements of this section do not
 2674  apply to any general lines insurance agent or life insurance
 2675  agent licensed under chapter 626, with regard to for the sale of
 2676  a security as defined in s. 517.021(25)(g) s. 517.021(23)(g), if
 2677  the individual is directly authorized by the issuer to offer or
 2678  sell the security on behalf of the issuer and the issuer is a
 2679  federally chartered savings bank subject to regulation by the
 2680  Federal Deposit Insurance Corporation. Actions under this
 2681  subsection shall constitute activity under the insurance agent’s
 2682  license for purposes of ss. 626.611 and 626.621.
 2683         (21)
 2684         (b) Prior to the completion of any securities transaction
 2685  described in s. 517.061(7) s. 517.061(22), a merger and
 2686  acquisition broker must receive written assurances from the
 2687  control person with the largest percentage of ownership for both
 2688  the buyer and seller engaged in the transaction that:
 2689         1. After the transaction is completed, any person who
 2690  acquires securities or assets of the eligible privately held
 2691  company, acting alone or in concert, will be a control person of
 2692  the eligible privately held company or will be a control person
 2693  for the business conducted with the assets of the eligible
 2694  privately held company; and
 2695         2. If any person is offered securities in exchange for
 2696  securities or assets of the eligible privately held company,
 2697  such person will, before becoming legally bound to complete the
 2698  transaction, receive or be given reasonable access to the most
 2699  recent year-end financial statements of the issuer of the
 2700  securities offered in exchange. The most recent year-end
 2701  financial statements shall be customarily prepared by the
 2702  issuer’s management in the normal course of operations. If the
 2703  financial statements of the issuer are audited, reviewed, or
 2704  compiled, the most recent year-end financial statements must
 2705  include any related statement by the independent certified
 2706  public accountant; a balance sheet dated not more than 120 days
 2707  before the date of the exchange offer; and information
 2708  pertaining to the management, business, results of operations
 2709  for the period covered by the foregoing financial statements,
 2710  and material loss contingencies of the issuer.
 2711         (c) A merger and acquisition broker engaged in a
 2712  transaction exempt under s. 517.061(7) s. 517.061(22) is exempt
 2713  from registration under this section unless the merger and
 2714  acquisition broker:
 2715         1. Directly or indirectly, in connection with the transfer
 2716  of ownership of an eligible privately held company, receives,
 2717  holds, transmits, or has custody of the funds or securities to
 2718  be exchanged by the parties to the transaction;
 2719         2. Engages on behalf of an issuer in a public offering of
 2720  any class of securities which is registered, or which is
 2721  required to be registered, with the United States Securities and
 2722  Exchange Commission under the Securities Exchange Act of 1934,
 2723  15 U.S.C. ss. 78a et seq., or with the office under s. 517.07;
 2724  or for which the issuer files, or is required to file, periodic
 2725  information, documents, and reports under s. 15(d) of the
 2726  Securities Exchange Act of 1934, 15 U.S.C. s. 78o(d);
 2727         3. Engages on behalf of any party in a transaction
 2728  involving a public shell company;
 2729         4. Is subject to a suspension or revocation of registration
 2730  under s. 15(b)(4) of the Securities Exchange Act of 1934, 15
 2731  U.S.C. s. 78o(b)(4);
 2732         5. Is subject to a statutory disqualification described in
 2733  s. 3(a)(39) of the Securities Exchange Act of 1934, 15 U.S.C. s.
 2734  78c(a)(39);
 2735         6. Is subject to a disqualification under the United States
 2736  Securities and Exchange Commission Rule 506(d), 17 C.F.R. s.
 2737  230.506(d); or
 2738         7. Is subject to a final order described in s. 15(b)(4)(H)
 2739  of the Securities Exchange Act of 1934, 15 U.S.C. s.
 2740  78o(b)(4)(H).
 2741         Section 23. Subsection (6) of section 517.1201, Florida
 2742  Statutes, is amended to read:
 2743         517.1201 Notice filing requirements for federal covered
 2744  advisers.—
 2745         (6) All fees collected under this section become the
 2746  revenue of the state, except for those assessments provided for
 2747  under s. 517.131(2) s. 517.131(1) until such time as the
 2748  Securities Guaranty Fund satisfies the statutory limits, and are
 2749  not returnable in the event that a notice filing is withdrawn.
 2750         Section 24. Subsections (4) and (8) of section 517.1202,
 2751  Florida Statutes, are amended to read:
 2752         517.1202 Notice-filing requirements for branch offices.—
 2753         (4) A branch office notice-filing under this section shall
 2754  be summarily suspended by the office if the notice-filer fails
 2755  to provide to the office, within 30 days after a written request
 2756  by the office, all of the information required by this section
 2757  and the rules adopted under this section. The summary suspension
 2758  shall be in effect for the branch office until such time as the
 2759  notice-filer submits the requested information to the office,
 2760  pays a fine as prescribed by s. 517.191(9) s. 517.221(3), and a
 2761  final order is entered. At such time, the suspension shall be
 2762  lifted. For purposes of s. 120.60(6), failure to provide all
 2763  information required by this section and the underlying rules
 2764  constitutes immediate and serious danger to the public health,
 2765  safety, and welfare. If the notice-filer fails to provide all of
 2766  the requested information within a period of 90 days, the
 2767  notice-filing shall be revoked by the office.
 2768         (8) All fees collected under this section become the
 2769  revenue of the state, except for those assessments provided for
 2770  under s. 517.131(2) s. 517.131(1) until such time as the
 2771  Securities Guaranty Fund satisfies the statutory limits, and are
 2772  not returnable in the event that a branch office notice-filing
 2773  is withdrawn.
 2774         Section 25. Subsection (2) of section 517.302, Florida
 2775  Statutes, is amended to read:
 2776         517.302 Criminal penalties; alternative fine; Anti-Fraud
 2777  Trust Fund; time limitation for criminal prosecution.—
 2778         (2) Any person who violates s. 517.301 the provisions of s.
 2779  517.312(1) by obtaining money or property of an aggregate value
 2780  exceeding $50,000 from five or more persons is guilty of a
 2781  felony of the first degree, punishable as provided in s.
 2782  775.082, s. 775.083, or s. 775.084.
 2783         Section 26. This act shall take effect October 1, 2024.