Florida Senate - 2025 CS for CS for SB 988
By the Committees on Fiscal Policy; and Banking and Insurance;
and Senator Truenow
594-03700-25 2025988c2
1 A bill to be entitled
2 An act relating to securities; amending s. 517.021,
3 F.S.; providing and revising definitions; amending s.
4 517.061, F.S.; revising the circumstances under which
5 securities transactions are exempt from registration
6 requirements; conforming cross-references; amending s.
7 517.0612, F.S.; revising the filing requirements for
8 securities issuers under the Florida Invest Local
9 Exemption law; amending s. 517.0614, F.S.; revising
10 circumstances under which securities offers and sales
11 are not subject to integration with other offerings;
12 amending s. 517.0616, F.S.; revising the registration
13 exemptions that are available to specified issuers
14 under certain circumstances; providing applicability
15 of certain disqualification provisions under a
16 specified Securities and Exchange Commission rule;
17 amending s. 517.075, F.S.; making a technical change;
18 amending s. 517.081, F.S.; revising the requirements
19 for securities registration applications; amending s.
20 517.12, F.S.; revising the list of persons who must
21 submit fingerprints for live-scan processing for
22 registration applications; providing fees for
23 fingerprint processing; defining the terms “owner” and
24 “shareholder”; authorizing the Financial Services
25 Commission to consider certain rules and regulations
26 in waiving the fingerprint requirement; providing and
27 revising definitions; revising the written assurances
28 requirements that merger and acquisition brokers must
29 receive from certain control persons under specified
30 circumstances; revising the circumstances under which
31 merger and acquisition brokers are not exempt from
32 specified securities registration; conforming cross
33 references; amending s. 517.131, F.S.; defining the
34 term “restitution order”; revising the circumstances
35 under which a person is eligible for payment from the
36 Securities Guaranty Fund; revising the requirements
37 for applications for payment from the fund; conforming
38 cross-references; amending s. 517.301, F.S.;
39 specifying a prohibition against certain
40 misrepresentations in a person issuing and selling
41 securities; amending s. 517.34, F.S.; revising the
42 maximum number of days by which a dealer or investment
43 adviser may extend a delay on a disbursement or
44 transaction; amending ss. 517.211 and 517.315, F.S.;
45 conforming cross-references; providing an effective
46 date.
47
48 Be It Enacted by the Legislature of the State of Florida:
49
50 Section 1. Present subsections (6) through (9), (10), (11),
51 (12), (13) through (17), (18), (19), (20) through (25), (26),
52 and (27) of section 517.021, Florida Statutes, are redesignated
53 as subsections (7) through (10), (12), (14), (15), (17) through
54 (21), (25), (26), (28) through (33), (35), and (36),
55 respectively, new subsections (6), (11), (13), (16), (22), (23),
56 (24), and (27) and subsection (34) are added to that section,
57 and present subsections (11) and (15) of that section are
58 amended, to read:
59 517.021 Definitions.—When used in this chapter, unless the
60 context otherwise indicates, the following terms have the
61 following respective meanings:
62 (6) “Branch manager” means a natural person who administers
63 or supervises the affairs or operations of a branch office.
64 (11) “Corporation” has the same meaning as “corporation,”
65 “domestic corporation,” or “foreign corporation” in s.
66 607.01401.
67 (13) “Director” means a person appointed or elected to sit
68 on a board that manages the affairs of a corporation or other
69 organization by electing or exercising control over its
70 officers.
71 (14)(11) “Federal covered adviser” means a person that is
72 registered or required to be registered under s. 203 of the
73 Investment Advisers Act of 1940, as amended. The term does not
74 include any person that is excluded from the definition of
75 investment adviser under subparagraphs (20)(b)1.-7. (16)(b)1.-7.
76 and 9.
77 (16) “General partner” has the same meaning as in s.
78 620.1102 and includes a co-owner or manager of a partnership who
79 has unlimited liability for the partnership’s debts.
80 (19)(15) “Intermediary” means a natural person that
81 residing in this state or a corporation, trust, partnership,
82 limited liability company, association, or other legal entity
83 registered with the Secretary of State to do business in this
84 state, which facilitates through its website the offer or sale
85 of securities of an issuer with a principal place of business in
86 this state.
87 (22) “Limited liability company” has the same meaning as in
88 s. 605.0102, including a “foreign limited liability company,” as
89 that term is defined in that section.
90 (23) “Limited liability company manager” or “limited
91 liability managing member” means a person who is responsible
92 alone, or in concert with others, for performing the management
93 functions of a limited liability company.
94 (24) “Limited partner” has the same meaning as in s.
95 620.1102 and includes a co-owner of a partnership who has
96 limited liability for the partnership’s debts.
97 (27) “Partnership” means two or more persons who are the
98 co-owners of a business, including those operating as a “foreign
99 limited liability limited partnership,” a “foreign limited
100 partnership,” a “limited liability limited partnership,” or a
101 “limited partnership” as those terms are defined in s. 620.1102.
102 (34) “Trust” has the same meaning as in s. 731.201.
103 Section 2. Subsections (7) and (9), paragraph (f) of
104 subsection (11), and subsections (18), (19), and (20) of section
105 517.061, Florida Statutes, are amended to read:
106 517.061 Exempt transactions.—Except as otherwise provided
107 in subsection (11), the exemptions provided herein from the
108 registration requirements of s. 517.07 are self-executing and do
109 not require any filing with the office before being claimed. Any
110 person who claims entitlement to an exemption under this section
111 bears the burden of proving such entitlement in any proceeding
112 brought under this chapter. The registration provisions of s.
113 517.07 do not apply to any of the following transactions;
114 however, such transactions are subject to s. 517.301:
115 (7) The offer or sale of securities, solely in connection
116 with the transfer of ownership of an eligible privately held
117 company, through a merger and acquisition broker in accordance
118 with s. 517.12(22) s. 517.12(21).
119 (9) The offer or sale of securities to:
120 (a) A bank, trust company, savings institution, insurance
121 company, dealer, investment company as defined in the Investment
122 Company Act of 1940, 15 U.S.C. s. 80a-3, as amended, pension or
123 profit-sharing trust, or qualified institutional buyer, whether
124 any of such entities is acting in its individual or fiduciary
125 capacity.
126 (b) A savings and loan association, building and loan
127 association, cooperative bank, or credit union, which is
128 supervised and examined by a state or federal authority having
129 supervision over any such institution.
130 (c) A federal covered adviser, investment adviser
131 registered pursuant to the laws of a state, exempt reporting
132 adviser or private fund adviser as those terms are defined in s.
133 517.12(23)(a)2. and 3., respectively, investment adviser relying
134 on the exemption from registering with the Securities and
135 Exchange Commission under s. 203(l) or (m) of the Investment
136 Advisers Act of 1940, as amended, business development company
137 as defined in s. 2(a)(48) of the Investment Company Act of 1940,
138 as amended, or business development company as defined in s.
139 202(a)(22) of the Investment Advisers Act of 1940, as amended.
140 (d) A small business investment company licensed by the
141 Small Business Administration under s. 301(c) of the Small
142 Business Investment Act of 1958, as amended, or rural business
143 investment company as defined in s. 384A of the Consolidated
144 Farm and Rural Development Act.
145 (e) A plan established and maintained by a state, a
146 political subdivision thereof, or any agency or instrumentality
147 of a state or a political subdivision, for the benefit of its
148 employees, if such plan has total assets in excess of $5
149 million, an employee benefit plan within the meaning of the
150 Employee Retirement Income Security Act of 1974 if the
151 investment decision is made by a plan fiduciary, as described in
152 s. 3(21) of such act, which is a bank, savings and loan
153 association, insurance company, or federal covered adviser, or
154 if the employee benefit plan has total assets in excess of $5
155 million or, if a self-directed plan, with investment decisions
156 made solely by persons that are accredited investors.
157 (f) An organization described in s. 501(c)(3) of the
158 Internal Revenue Code, corporation, Massachusetts trust or
159 similar business trust, partnership, or limited liability
160 company, not formed for the specific purpose of acquiring the
161 securities offered, with total assets in excess of $5 million.
162 (g) A trust, with total assets in excess of $5 million, not
163 formed for the specific purpose of acquiring the securities
164 offered, whose purchase is directed by a sophisticated person as
165 described in Securities and Exchange Commission Rule
166 506(b)(2)(ii), 17 C.F.R. s. 230.506(b)(2)(ii), as amended.
167 (h) An entity of a type not listed in paragraphs (a)-(g) or
168 paragraph (j) which owns investments as defined in Securities
169 and Exchange Commission Rule 2a51-1(b), 17 C.F.R. s. 270.2a51
170 1(b), as amended, in excess of $5 million and is not formed for
171 the specific purpose of acquiring the securities offered.
172 (i) A family office as defined in Securities and Exchange
173 Commission Rule 202(a)(11)(G)-1 under the Investment Advisers
174 Act of 1940, 17 C.F.R. s. 275.202(a)(11)(G)-1, as amended,
175 provided that:
176 1. The family office has assets under management in excess
177 of $5 million;
178 2. The family office is not formed for the specific purpose
179 of acquiring the securities offered; and
180 3. The prospective investment of the family office is
181 directed by a person who has knowledge and experience in
182 financial and business matters that the family office is capable
183 of evaluating the merits and risks of the prospective
184 investment.
185 (j) An entity in which all of the equity owners are
186 described in paragraphs (a)-(i).
187 (11) Offers or sales of securities by an issuer in a
188 transaction that meets all of the following conditions:
189 (f) The issuer files with the office a notice of
190 transaction on a form prescribed by commission rule, an
191 irrevocable written, a consent to service of civil process in
192 accordance with s. 517.101, and a copy of the general
193 announcement within 15 days after the first sale is made in this
194 state. The commission may adopt by rule procedures for filing
195 documents by electronic means.
196 (18) Any nonissuer transaction by a registered dealer, and
197 any resale transaction by a sponsor of a unit investment trust
198 registered under the Investment Company Act of 1940, as amended,
199 in a security of a class that has been outstanding in the hands
200 of the public for at least 90 days; provided that, at the time
201 of the transaction, the following conditions in paragraphs (a),
202 (b), and (c) and either paragraph (d) or paragraph (e) are met:
203 (a) The issuer of the security is actually engaged in
204 business and is not in the organizational stage or in bankruptcy
205 or receivership and is not a blank check, blind pool, or shell
206 company whose primary plan of business is to engage in a merger
207 or combination of the business with, or an acquisition of, an
208 unidentified person.
209 (b) The security is sold at a price reasonably related to
210 the current market price of the security.
211 (c) The security does not constitute the whole or part of
212 an unsold allotment to, or a subscription or participation by,
213 the dealer as an underwriter of the security.
214 (d) The security is listed in a nationally recognized
215 securities manual designated by rule of the commission or a
216 document filed with and publicly viewable through the Securities
217 and Exchange Commission electronic data gathering and retrieval
218 system and contains:
219 1. A description of the business and operations of the
220 issuer.;
221 2. The names of the issuer’s officers and directors, if
222 any, or, in the case of an issuer not domiciled in the United
223 States, the corporate equivalents of such persons in the
224 issuer’s country of domicile.;
225 3. An audited balance sheet of the issuer as of a date
226 within 18 months before such transaction or, in the case of a
227 reorganization or merger in which parties to the reorganization
228 or merger had such audited balance sheet, a pro forma balance
229 sheet.; and
230 4. An audited income statement for each of the issuer’s
231 immediately preceding 2 fiscal years, or for the period of
232 existence of the issuer, if in existence for less than 2 years
233 or, in the case of a reorganization or merger in which the
234 parties to the reorganization or merger had such audited income
235 statement, a pro forma income statement.
236 (e)1. The issuer of the security has a class of equity
237 securities listed on a national securities exchange registered
238 under the Securities Exchange Act of 1934, as amended;
239 2. The class of security is quoted, offered, purchased, or
240 sold through an alternative trading system registered under
241 Securities and Exchange Commission Regulation ATS, 17 C.F.R. s.
242 242.301, as amended, and the issuer of the security has made
243 current information publicly available in accordance with
244 Securities and Exchange Commission Rule 15c2-11, 17 C.F.R. s.
245 240.15c2-11, as amended;
246 3. The issuer of the security is a unit investment trust
247 registered under the Investment Company Act of 1940, as amended;
248 4. The issuer of the security has been engaged in
249 continuous business, including predecessors, for at least 3
250 years; or
251 5. The issuer of the security has total assets of at least
252 $2 million based on an audited balance sheet as of a date within
253 18 months before such transaction or, in the case of a
254 reorganization or merger in which parties to the reorganization
255 or merger had such audited balance sheet, a pro forma balance
256 sheet.
257 (19) The offer or sale of any security effected by or
258 through a person in compliance with s. 517.12(17) s. 517.12(16).
259 (20)(a) A nonissuer transaction in an outstanding security
260 by or through a dealer registered or exempt from registration
261 under this chapter, if, at the time of the transaction, all of
262 the following conditions are met true:
263 1.(a) The issuer is a reporting issuer in a foreign
264 jurisdiction designated by this subsection or by commission
265 rule, and the issuer has been subject to continuous reporting
266 requirements in such foreign jurisdiction for not less than 180
267 days before the transaction.
268 2.(b) The security is listed on a foreign securities
269 exchange or foreign securities market the securities exchange
270 designated by this subsection or by commission rule, is a
271 security of the same issuer which is of senior or substantially
272 equal rank to the listed security, or is a warrant or right to
273 purchase or subscribe to any such security.
274 (b) The commission shall consider all of the following in
275 designating a foreign securities exchange or foreign securities
276 market for purposes of this subsection:
277 1. Organization under foreign law.
278 2. Association with a community of dealers, financial
279 institutions, or other professional intermediaries with an
280 established operating history.
281 3. Oversight by a governmental or self-regulatory body.
282 4. Oversight standards set by general law.
283 5. Reporting of securities transactions on a regular basis
284 to a governmental or self-regulatory body.
285 6. A system for exchange of price quotations through common
286 communications media.
287 7. An organized clearance and settlement system.
288 8. Listing in Securities and Exchange Commission Regulation
289 S Rule 902, 17 C.F.R. s. 230.902, as amended.
290
291 For purposes of this subsection, Canada, together with its
292 provinces and territories, is designated as a foreign
293 jurisdiction, and Toronto Stock Exchange, Inc., is designated as
294 a securities exchange. If, after an administrative hearing in
295 compliance with ss. 120.569 and 120.57, the office finds that
296 revocation is necessary or appropriate in furtherance of the
297 public interest and for the protection of investors, it may
298 revoke the designation of a foreign securities exchange or
299 foreign securities market under this subsection.
300 Section 3. Subsection (10) of section 517.0612, Florida
301 Statutes, is amended to read:
302 517.0612 Florida Invest Local Exemption.—
303 (10) The issuer must file with the office a notice of
304 transaction on a form prescribed by commission rule, an
305 irrevocable written consent to service of civil process in
306 accordance with s. 517.101, and a copy of the disclosure
307 statement described in subsection (8) at least the offering with
308 the office, in writing or in electronic form, in a format
309 prescribed by commission rule, no less than 5 business days
310 before the offering commences, along with the disclosure
311 statement described in subsection (8). If there are any material
312 changes to the information previously submitted, the issuer
313 must, within 3 business days after such material change, file an
314 amended notice.
315 Section 4. Paragraph (b) of subsection (2) of section
316 517.0614, Florida Statutes, is amended to read:
317 517.0614 Integration of offerings.—
318 (2) The integration analysis required by subsection (1) is
319 not required if any of the following nonexclusive safe harbors
320 apply:
321 (b) Offers and sales made in compliance with any of the
322 following provisions are not subject to integration with other
323 offerings:
324 1. Section 517.051 or s. 517.061, except s. 517.061(10) or
325 (11) s. 517.061(9), (10), or (11).
326 2. Section 517.0611 or s. 517.0612.
327 Section 5. Section 517.0616, Florida Statutes, is amended
328 to read:
329 517.0616 Disqualification.—
330 (1) A registration exemption under s. 517.061(11) s.
331 517.061(9), (10), and (11), s. 517.0611, or s. 517.0612 is not
332 available to an issuer if, at the time the issuer makes an offer
333 for the sale of a security, the issuer; a predecessor of the
334 issuer; an affiliated issuer; a director, an executive officer,
335 or other officer of the issuer participating in the offering; a
336 general partner or managing member of the issuer; a beneficial
337 owner of 20 percent or more of the issuer’s outstanding voting
338 equity securities, calculated on the basis of voting power; or a
339 promoter connected with the issuer in any capacity at the time
340 of such sale that would be disqualified under Securities and
341 Exchange Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as
342 amended, at the time the issuer makes an offer for the sale of a
343 security.
344 (2) The disqualification under Securities and Exchange
345 Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as amended,
346 does not apply to any other person or entity listed in such
347 rule.
348 Section 6. Subsection (2) of section 517.075, Florida
349 Statutes, is amended to read:
350 517.075 Cuba, prospectus disclosure of doing business with,
351 required.—
352 (2) Any disclosure required by subsection (1) must include:
353 (a) The name of such person, affiliate, or government with
354 which the issuer does business and the nature of that business.;
355 (b) A statement that the information is accurate as of the
356 date the securities were effective with the United States
357 Securities and Exchange Commission or with the office, whichever
358 date is later.; and
359 (c) A statement that current information concerning the
360 issuer’s business dealings with the government of Cuba or with
361 any person or affiliate located in Cuba may be obtained from the
362 office, which statement must include the address and phone
363 number of the office.
364 Section 7. Subsection (5) and paragraph (a) of subsection
365 (9) of section 517.081, Florida Statutes, are amended to read:
366 517.081 Registration procedure.—
367 (5) All of The following issuers are not eligible to submit
368 a simplified offering circular:
369 (a) An issuer that is subject to any of the
370 disqualifications described in Securities and Exchange
371 Commission Rule 262, 17 C.F.R. s. 230.262, as amended, or that
372 has been or is engaged or is about to engage in an activity that
373 would be grounds for denial, revocation, or suspension under s.
374 517.111. For purposes of this paragraph, an issuer includes an
375 issuer’s director, officer, general partner, manager or managing
376 member, trustee, or a person owning at least 10 percent of the
377 ownership interests of the issuer; a promoter or selling agent
378 of the securities to be offered; or any officer, director,
379 partner, or manager or managing member of such selling agent.
380 (b) An issuer that is a development-stage company that
381 either has no specific business plan or purpose or has indicated
382 that its business plan is to merge with an unidentified business
383 entity or entities.
384 (c) An issuer of offerings in which the specific business
385 or properties cannot be described.
386 (d) An issuer that the office determines is ineligible
387 because the simplified circular does not provide full and fair
388 disclosure of material information for the type of offering to
389 be registered by the issuer.
390 (9)(a) The office shall record the registration of a
391 security in the register of securities if, upon examination of
392 an application, it finds that all of the following requirements
393 are met:
394 1. The application is complete.
395 2. The fee imposed in subsection (8) has been paid.
396 3. The sale of the security would not be fraudulent and
397 would not work or tend to work a fraud upon the purchaser.
398 4. The terms of the sale of such securities would be fair,
399 just, and equitable.
400 5. The enterprise or business of the issuer is not based
401 upon unsound business principles.
402 Section 8. Present subsections (7) through (22) of section
403 517.12, Florida Statutes, are redesignated as subsections (8)
404 through (23), respectively, a new subsection (7) is added to
405 that section, and subsection (6), present subsection (10),
406 paragraph (b) of present subsection (14), and present
407 subsections (19), (20), and (21) of that section are amended, to
408 read:
409 517.12 Registration of dealers, associated persons,
410 intermediaries, and investment advisers.—
411 (6) The application must also contain such information as
412 the commission or office may require about the applicant; any
413 member, principal, or director of the applicant or any person
414 having a similar status or performing similar functions; any
415 person directly or indirectly controlling the applicant; or any
416 employee of a dealer or of an investment adviser rendering
417 investment advisory services. Each applicant and any direct
418 owners, principals, or indirect owners that are required to be
419 reported on Form BD or Form ADV pursuant to subsection (14)
420 shall submit fingerprints for live-scan processing in accordance
421 with rules adopted by the commission. The fingerprints may be
422 submitted through a third-party vendor authorized by the
423 Department of Law Enforcement to provide live-scan
424 fingerprinting. The costs of fingerprint processing shall be
425 borne by the person subject to the background check. The
426 Department of Law Enforcement shall conduct a state criminal
427 history background check, and a federal criminal history
428 background check must be conducted through the Federal Bureau of
429 Investigation. The office shall review the results of the state
430 and federal criminal history background checks and determine
431 whether the applicant meets licensure requirements. The
432 commission may waive, by rule, the requirement that applicants,
433 including any direct owners, principals, or indirect owners that
434 are required to be reported on Form BD or Form ADV pursuant to
435 subsection (14), submit fingerprints or the requirement that
436 such fingerprints be processed by the Department of Law
437 Enforcement or the Federal Bureau of Investigation. The
438 commission or office may require information about any such
439 applicant or person concerning such matters as:
440 (a) The applicant’s or person’s full name, and any other
441 names by which the applicant or person may have been known, and
442 the applicant’s or person’s age, social security number,
443 photograph, qualifications, and educational and business
444 history.
445 (b) Any injunction or administrative order by a state or
446 federal agency, national securities exchange, or national
447 securities association involving a security or any aspect of a
448 dealer’s or investment adviser’s regulated business and any
449 injunction or administrative order by a state or federal agency
450 regulating banking, insurance, finance, or small loan companies,
451 real estate, mortgage brokers, or other related or similar
452 industries, which injunctions or administrative orders relate to
453 such person.
454 (c) The applicant’s or person’s conviction of, or plea of
455 nolo contendere to, a criminal offense or the applicant’s or
456 person’s commission of any acts which would be grounds for
457 refusal of an application under s. 517.161.
458 (d) The names and addresses of other persons of whom the
459 office may inquire as to the applicant’s or person’s character,
460 reputation, and financial responsibility.
461 (7)(a)1. The following natural persons shall submit a full
462 set of fingerprints to the Department of Law Enforcement or to a
463 vendor, an entity, or an agency authorized under s. 943.053(13)
464 for live-scan processing in accordance with rules adopted by the
465 commission:
466 a. A natural person who files an application with the
467 office for registration as an associated person.
468 b. A natural person who holds the title of president,
469 treasurer, chief executive officer, chief financial officer,
470 chief operations officer, chief legal officer, chief compliance
471 officer, or director for a dealer or investment adviser
472 applicant.
473 c. A natural person who owns at least 5 percent of a dealer
474 or investment adviser applicant.
475 d. With respect to each owner who owns at least 5 percent
476 of a dealer or investment adviser applicant that is a
477 corporation, partnership, trust, or limited liability company,
478 each natural person who is a 25 percent or more owner or trustee
479 of such entity, and each natural person who is a 25 percent or
480 more owner or trustee at each level up the chain of ownership up
481 to, but not including, an entity subject to s. 12 or s. 15(d) of
482 the Securities Exchange Act of 1934, as amended.
483 2. For purposes of this subsection, the term “owner” means:
484 a. A shareholder who owns a percentage of a class of voting
485 securities of a dealer or investment adviser applicant, and
486 includes any person who owns, beneficially owns, has the right
487 to vote on, or has the power to sell or direct the sale of, the
488 percentage of a class of a voting security of the dealer or
489 investment adviser applicant specified in sub-subparagraph 1.c.
490 or sub-subparagraph 1.d. For purposes of this sub-subparagraph,
491 a person beneficially owns any securities:
492 (I) That are owned by the shareholder’s child, stepchild,
493 grandchild, parent, stepparent, grandparent, spouse, sibling,
494 mother-in-law, father-in-law, son-in-law, daughter-in-law,
495 brother-in-law, or sister-in-law, sharing the same residence; or
496 (II) That the shareholder has the right to acquire, within
497 60 days, through the exercise of any option, warrant, or right
498 to purchase the securities.
499 b. A general partner of a partnership, and a limited
500 partner of a partnership who has the right to receive upon
501 dissolution, or has contributed, a percentage of the capital of
502 a dealer or investment adviser applicant.
503 c. A trustee of a trust that owns a percentage of a class
504 of a voting security of a dealer or investment adviser
505 applicant, or that has the right to receive upon dissolution, or
506 has contributed, a percentage of the capital of a dealer or
507 investment adviser applicant.
508 d. A member of a limited liability company who has the
509 right to receive upon dissolution, or has contributed, a
510 percentage of the capital of a dealer or investment adviser
511 applicant, and all limited liability company managers of a
512 dealer or investment adviser applicant.
513 3. For purposes of this subsection, the term “shareholder”
514 means a person who owns at least one share of a corporation and
515 whose ownership is reflected in the records of the corporation.
516 (b) A vendor, entity, or agency authorized under s.
517 943.053(13) to submit fingerprints electronically to the
518 Department of Law Enforcement shall submit the fingerprints to
519 the department for state processing, and the department shall
520 forward the fingerprints to the Federal Bureau of Investigation
521 for national processing.
522 (c) Fees for state and federal fingerprint processing shall
523 be borne by the person subject to the criminal history record
524 check. The state cost for fingerprint processing shall be as
525 provided in s. 943.053(3)(e).
526 (d) The office shall review the results of the state and
527 federal criminal history record checks and determine whether the
528 applicant is disqualified from registration. The commission may
529 waive by rule the requirement that the persons listed in this
530 subsection submit fingerprints or the requirement that such
531 fingerprints be processed by the Department of Law Enforcement
532 or the Federal Bureau of Investigation. In waiving the
533 requirement, the commission may consider the rules and
534 regulations of the Securities and Exchange Commission, the model
535 rules and acts of the North American Securities Administrators
536 Association, Inc., and the rules and regulations of the
537 Financial Industry Regulatory Authority.
538 (11)(a)(10)(a) If the office finds that the applicant has
539 complied with the applicable registration provisions of this
540 chapter and the rules made pursuant hereto, it shall register
541 the applicant unless the applicant is otherwise disqualified for
542 registration pursuant to law. The registration of each dealer,
543 investment adviser, and associated person expires on December 31
544 of the year the registration became effective unless the
545 registrant has renewed its registration on or before that date.
546 Registration may be renewed by furnishing such information as
547 the commission may require, together with payment of the fee
548 required in paragraph (10)(a) (9)(a) for dealers, investment
549 advisers, or associated persons and the payment of any amount
550 lawfully due and owing to the office pursuant to any order of
551 the office or pursuant to any agreement with the office. Any
552 dealer, investment adviser, or associated person who has not
553 renewed a registration by the time the current registration
554 expires may request reinstatement of such registration by filing
555 with the office, on or before January 31 of the year following
556 the year of expiration, such information as may be required by
557 the commission, together with payment of the fee required in
558 paragraph (10)(a) (9)(a) for dealers, investment advisers, or
559 associated persons and a late fee equal to the amount of such
560 fee. Any reinstatement of registration granted by the office
561 during the month of January shall be deemed effective
562 retroactive to January 1 of that year.
563 (b) The office shall waive the $50 assessment fee for an
564 associated person required by paragraph (10)(a) (9)(a) for a
565 registrant renewing his or her registration who:
566 1. Is an active duty member of the United States Armed
567 Forces or the spouse of such member;
568 2. Is or was a member of the United States Armed Forces and
569 served on active duty within the 2 years preceding the
570 expiration date of the registration pursuant to paragraph (a).
571 To qualify for the fee waiver, a registrant who is a former
572 member of the United States Armed Forces who served on active
573 duty within the 2 years preceding the expiration date of the
574 registration must have received an honorable discharge upon
575 separation or discharge from the United States Armed Forces; or
576 3. Is the surviving spouse of a member of the United States
577 Armed Forces if the member was serving on active duty at the
578 time of death and died within the 2 years preceding the
579 surviving spouse’s registration expiration date pursuant to
580 paragraph (a).
581
582 A registrant seeking such fee waiver must submit proof, in a
583 form prescribed by commission rule, that the registrant meets
584 one of the qualifications in this paragraph.
585 (15)(14)
586 (b) In lieu of filing with the office the applications
587 specified in subsection (5), the fees required by subsection
588 (10) (9), the renewals required by subsection (11) (10), and the
589 termination notices required by subsection (12) (11), the
590 commission may by rule establish procedures for the deposit of
591 such fees and documents with the Central Registration Depository
592 or the Investment Adviser Registration Depository of the
593 Financial Industry Regulatory Authority, as developed under
594 contract with the North American Securities Administrators
595 Association, Inc.
596 (20)(19) An intermediary may not engage in business in this
597 state unless the intermediary is registered as a dealer or as an
598 intermediary with the office pursuant to this section to
599 facilitate the offer or sale of securities in accordance with s.
600 517.0611. An intermediary, in order to obtain registration, must
601 file with the office a written application on a form prescribed
602 by commission rule and pay a registration fee of $200. The fees
603 under this subsection shall be deposited into the Regulatory
604 Trust Fund of the office. The commission may establish by rule
605 procedures for depositing fees and filing documents by
606 electronic means if such procedures provide the office with the
607 information and data required by this section. Each intermediary
608 must also file an irrevocable written consent to service of
609 civil process, as provided in s. 517.101.
610 (a) The application must contain such information as the
611 commission or office may require concerning:
612 1. The name of the applicant and address of its principal
613 office and each office in this state.
614 2. The applicant’s form and place of organization; and, if
615 the applicant is:
616 a. A corporation, a copy of its articles of incorporation
617 and amendments to the articles of incorporation;
618 b. A limited liability company, a copy of its articles of
619 organization and amendments to the articles and a copy of the
620 company’s operating agreement as may be amended; or
621 c. A partnership, a copy of the partnership agreement.
622 3. The website address where securities of the issuer will
623 be offered.
624 4. Contact information.
625 (b) The application must also contain such information as
626 the commission may require by rule about the applicant; any
627 member, principal, or director of the applicant or any person
628 having a similar status or performing similar functions; or any
629 persons directly or indirectly controlling the applicant. Each
630 applicant and any direct owners, principals, or indirect owners
631 that are required to be reported on a form adopted by commission
632 rule shall submit fingerprints for live-scan processing in
633 accordance with rules adopted by the commission. The
634 fingerprints may be submitted through a third-party vendor
635 authorized by the Department of Law Enforcement to provide live
636 scan fingerprinting. The costs of fingerprint processing shall
637 be borne by the person subject to the background check. The
638 Department of Law Enforcement shall conduct a state criminal
639 history background check, and a federal criminal history
640 background check must be conducted through the Federal Bureau of
641 Investigation. The office shall review the results of the state
642 and federal criminal history background checks and determine
643 whether the applicant meets registration requirements. The
644 commission may waive, by rule, the requirement that applicants,
645 including any direct owners, principals, or indirect owners,
646 which are required to be reported on a form adopted by
647 commission rule, submit fingerprints or the requirement that
648 such fingerprints be processed by the Department of Law
649 Enforcement or the Federal Bureau of Investigation. The
650 commission, by rule, or the office may require information about
651 any applicant or person, including:
652 1. The applicant’s or person’s full name and any other
653 names by which the applicant or person may have been known and
654 the applicant’s or person’s age, social security number,
655 photograph, qualifications, and educational and business
656 history.
657 2. Any injunction or administrative order by a state or
658 federal agency, national securities exchange, or national
659 securities association involving a security or any aspect of an
660 intermediary’s regulated business and any injunction or
661 administrative order by a state or federal agency regulating
662 banking, insurance, finance, real estate, mortgage brokers, or
663 other related or similar industries, which relate to such
664 person.
665 3. The applicant’s or person’s conviction of, or plea of
666 nolo contendere to, a criminal offense or the applicant’s or
667 person’s commission of any acts that would be grounds for
668 refusal of an application under s. 517.161.
669 (c)1. The following natural persons must submit a full set
670 of fingerprints to the Department of Law Enforcement or to a
671 vendor, an entity, or an agency authorized under s. 943.053(13)
672 for live-scan processing in accordance with rules adopted by the
673 commission:
674 a. A natural person filing an application with the office
675 for registration as an intermediary.
676 b. A natural person who holds the title of president,
677 treasurer, chief executive officer, chief financial officer,
678 chief operations officer, chief legal officer, chief compliance
679 officer, or director for an intermediary applicant.
680 c. A natural person who is a 5 percent or more owner of an
681 intermediary applicant.
682 d. With respect to each 5 percent or more owner of an
683 intermediary applicant that is a corporation, partnership,
684 trust, or limited liability company, each natural person who is
685 a 25 percent or more owner or trustee of such entity, and each
686 natural person who is a 25 percent or more owner or trustee at
687 each level up the chain of ownership up to, but not including an
688 entity subject to s. 12 or s. 15(d) of the Securities Exchange
689 Act of 1934, as amended.
690 2. For purposes of this subsection, the term “owner” means:
691 a. A shareholder who owns a percentage of a class of voting
692 securities of an intermediary applicant, and includes any person
693 who owns, beneficially owns, has the right to vote on, or has
694 the power to sell or direct the sale of, the percentage of a
695 class of a voting security of the intermediary applicant
696 specified in sub-subparagraph 1.c. or sub-subparagraph 1.d. For
697 purposes of this sub-subparagraph, a person beneficially owns
698 any securities:
699 (I) That are owned by the shareholder’s child, stepchild,
700 grandchild, parent, stepparent, grandparent, spouse, sibling,
701 mother-in-law, father-in-law, son-in-law, daughter-in-law,
702 brother-in-law, or sister-in-law, sharing the same residence; or
703 (II) That the shareholder has the right to acquire, within
704 60 days, through the exercise of any option, warrant, or right
705 to purchase the securities.
706 b. A general partner of a partnership, and a limited
707 partner of a partnership who has the right to receive upon
708 dissolution, or has contributed, a percentage of the capital of
709 an intermediary applicant.
710 c. A trustee of a trust that owns a percentage of a class
711 of a voting security of an intermediary applicant, or that has
712 the right to receive upon dissolution, or has contributed, a
713 percentage of the capital of an intermediary applicant.
714 d. A member of a limited liability company who has the
715 right to receive upon dissolution, or has contributed, a
716 percentage of the capital of an intermediary applicant, and all
717 limited liability company managers of an intermediary applicant.
718 3. For purposes of this subsection, the term “shareholder”
719 means a person who owns at least one share of a corporation and
720 whose ownership is reflected in the records of the corporation.
721 (d) The vendor, entity, or agency authorized under s.
722 943.053(13) to submit fingerprints electronically to the
723 Department of Law Enforcement shall submit the fingerprints to
724 the department for state processing, and the department shall
725 forward the fingerprints to the Federal Bureau of Investigation
726 for national processing.
727 (e) Fees for state and federal fingerprint processing must
728 be borne by the person subject to the criminal history record
729 check. The state cost for fingerprint processing is as provided
730 in s. 943.053(3)(e).
731 (f) The office shall review the results of the state and
732 federal criminal history record checks and determine whether the
733 applicant is disqualified from registration. The commission may
734 waive by rule the requirement that applicants, including any
735 persons listed in sub-subparagraphs (c)1.a.-d., submit
736 fingerprints or the requirement that such fingerprints be
737 processed by the Department of Law Enforcement or the Federal
738 Bureau of Investigation. In waiving the requirement, the
739 commission may consider the rules and regulations of the
740 Securities and Exchange Commission, the model rules and acts of
741 the North American Securities Administrators Association, Inc.,
742 and the rules and regulations of the Financial Industry
743 Regulatory Authority.
744 (g)(c) The application must be amended within 30 days if
745 any information contained in the form becomes inaccurate for any
746 reason.
747 (h)(d) An intermediary or persons affiliated with the
748 intermediary are not subject to any disqualification described
749 in s. 517.1611 or Securities and Exchange Commission Rule
750 506(d), 17 C.F.R. 230.506(d), adopted pursuant to the Securities
751 Act of 1933, as amended. Each director, officer, manager or
752 managing member, control person of the issuer, any person
753 occupying a similar status or performing a similar function, and
754 each person holding more than 20 percent of the ownership
755 interests of the intermediary is subject to this requirement.
756 (i)(e) If the office finds that the applicant has complied
757 with the applicable registration provisions of this chapter and
758 the rules adopted thereunder, it shall register the applicant.
759 The registration of each intermediary expires on December 31 of
760 the year the registration became effective unless the registrant
761 renews his or her registration on or before that date.
762 Registration may be renewed by furnishing such information as
763 the commission may require by rule, together with payment of a
764 $200 fee and the payment of any amount due to the office
765 pursuant to any order of the office or pursuant to any agreement
766 with the office. An intermediary who has not renewed a
767 registration by the time that the current registration expires
768 may request reinstatement of such registration by filing with
769 the office, on or before January 31 of the year following the
770 year of expiration, such information as required by the
771 commission, together with payment of the $200 fee and a late fee
772 of $200. Any reinstatement of registration granted by the office
773 during the month of January is deemed effective retroactive to
774 January 1 of that year.
775 (21)(20) The registration requirements of this section do
776 not apply to any general lines insurance agent or life insurance
777 agent licensed under chapter 626, with regard to the sale of a
778 security as defined in s. 517.021(30)(g) s. 517.021(25)(g), if
779 the individual is directly authorized by the issuer to offer or
780 sell the security on behalf of the issuer and the issuer is a
781 federally chartered savings bank subject to regulation by the
782 Federal Deposit Insurance Corporation. Actions under this
783 subsection constitute activity under the insurance agent’s
784 license for purposes of ss. 626.611 and 626.621.
785 (22)(a)(21)(a) As used in this subsection, the term:
786 1. “Broker” has the same meaning as “dealer” as defined in
787 s. 517.021.
788 2. “Business combination related shell company” means a
789 shell company that is formed by an entity that is not a shell
790 company solely for the purpose of:
791 a. Changing the corporate domicile of the entity solely
792 within the United States; or
793 b. Completing a business combination transaction, as
794 defined in 17 C.F.R. s. 230.165(f), among one or more entities
795 other than the company itself, none of which is a shell company.
796 3.2. “Control person” means a person an individual or
797 entity that possesses the power, directly or indirectly, to
798 direct the management or policies of a company through ownership
799 of securities, by contract, or otherwise. A person is presumed
800 to be a control person of a company if, upon completion of a
801 transaction, the buyer or group of buyers with respect to a
802 particular company, the person:
803 a. Is a director, a general partner, a member, or a manager
804 of a limited liability company, or is an officer who exercises
805 executive responsibility or has a similar status or function;
806 a.b. Has the power to vote 25 20 percent or more of a class
807 of voting securities or has the power to sell or direct the sale
808 of 25 20 percent or more of a class of voting securities; or
809 b.c. In the case of a partnership or limited liability
810 company, may receive upon dissolution, or has contributed, 25 20
811 percent or more of the capital.
812 4.3. “Eligible privately held company” means a privately
813 held company that meets all of the following conditions:
814 a. The company does not have any class of securities which
815 is registered, or which is required to be registered, with the
816 United States Securities and Exchange Commission under the
817 Securities Exchange Act of 1934, 15 U.S.C. ss. 78a et seq., as
818 amended, or with the office under s. 517.07, or for which the
819 company files, or is required to file, summary and periodic
820 information, documents, and reports under s. 15(d) of the
821 Securities Exchange Act of 1934, 15 U.S.C. s. 78o(d), as
822 amended.
823 b. In the fiscal year immediately preceding the fiscal year
824 during which the merger and acquisition broker begins to provide
825 services for the securities transaction, the company, in
826 accordance with its historical financial accounting records, has
827 earnings before interest, taxes, depreciation, and amortization
828 of less than $25 million or has gross revenues of less than $250
829 million. On July 1, 2021, and every 5 years thereafter, each
830 dollar amount in this sub-subparagraph shall be adjusted by
831 dividing the annual value of the Employment Cost Index for wages
832 and salaries for private industry workers, or any successor
833 index, as published by the Bureau of Labor Statistics, for the
834 calendar year preceding the calendar year in which the
835 adjustment is being made, by the annual value of such index or
836 successor index for the calendar year ending December 31, 2020
837 2012, and multiplying such dollar amount by the quotient
838 obtained. Each dollar amount determined under this sub
839 subparagraph must shall be rounded to the nearest multiple of
840 $100,000 and adopted by commission rule.
841 5.4. “Merger and acquisition broker” means a any broker and
842 any person associated with a broker engaged in the business of
843 effecting securities transactions solely in connection with the
844 transfer of ownership of an eligible privately held company,
845 regardless of whether the that broker acts on behalf of a seller
846 or buyer, through the purchase, sale, exchange, issuance,
847 repurchase, or redemption of, or a business combination
848 involving, securities or assets of the eligible privately held
849 company.
850 6.5. “Public Shell company” means a company that at the
851 time of a transaction with an eligible privately held company:
852 a. Has any class of securities which is registered, or
853 which is required to be registered, with the United States
854 Securities and Exchange Commission under the Securities Exchange
855 Act of 1934, 15 U.S.C. ss. 78a et seq., or with the office under
856 s. 517.07, or for which the company files, or is required to
857 file, summary and periodic information, documents, and reports
858 under s. 15(d) of the Securities Exchange Act of 1934, 15 U.S.C.
859 s. 78o(d);
860 a.b. Has nominal or no operations.; and
861 b.c. Has nominal assets or no assets, assets consisting
862 solely of cash and cash equivalents, or assets consisting of any
863 amount of cash and cash equivalents and nominal other assets.
864 (b) Prior to the completion of any securities transaction
865 described in s. 517.061(7), a merger and acquisition broker must
866 receive written assurances from the control person with the
867 largest percentage of ownership for both the buyer and seller
868 engaged in the transaction that:
869 1. After the transaction is completed, any person who
870 acquires securities or assets of the eligible privately held
871 company, acting alone or in concert, will be a control person of
872 the eligible privately held company or will be a control person
873 for the business conducted with the assets of the eligible
874 privately held company.; and
875 2. After the transaction is completed, any person who
876 acquires securities or assets of the eligible privately held
877 company, acting alone or in concert, will be deemed to be active
878 in the management of the eligible privately held company or the
879 business conducted with the assets of the eligible privately
880 held company, and active in the management of the assets of the
881 eligible privately held company, if he or she engages in any of
882 the following acts or activities:
883 a. Electing executive officers.
884 b. Approving the annual budget.
885 c. Serving as an executive or other executive manager.
886 d. Carrying out such other activities as the commission may
887 by rule determine to be in the public interest.
888 3.2. If any person is offered securities in exchange for
889 securities or assets of the eligible privately held company,
890 such person will, before becoming legally bound to complete the
891 transaction, receive or be given reasonable access to the most
892 recent year-end financial statements of the issuer of the
893 securities offered in exchange. The most recent year-end
894 financial statements shall be customarily prepared by the
895 issuer’s management in the normal course of operations. If the
896 financial statements of the issuer are audited, reviewed, or
897 compiled, the most recent year-end financial statements must
898 include any related statement by the independent certified
899 public accountant; a balance sheet dated not more than 120 days
900 before the date of the exchange offer; and information
901 pertaining to the management, business, results of operations
902 for the period covered by the foregoing financial statements,
903 and material loss contingencies of the issuer.
904 (c) A merger and acquisition broker engaged in a
905 transaction exempt under s. 517.061(7) is exempt from
906 registration under this section unless the merger and
907 acquisition broker:
908 1. Directly or indirectly, in connection with the transfer
909 of ownership of an eligible privately held company, receives,
910 holds, transmits, or has custody of the funds or securities to
911 be exchanged by the parties to the transaction;
912 2. Engages on behalf of an issuer in a public offering of
913 any class of securities which is registered, or which is
914 required to be registered, with the United States Securities and
915 Exchange Commission under the Securities Exchange Act of 1934,
916 15 U.S.C. ss. 78a et seq., as amended, or with the office under
917 s. 517.07; or for which the issuer files, or is required to
918 file, periodic information, documents, and reports under s.
919 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. s.
920 78o(d), as amended;
921 3. Engages on behalf of any party in a transaction
922 involving a public shell company, other than a business
923 combination related shell company;
924 4. Directly, or indirectly through any of its affiliates,
925 provides financing related to the transfer of ownership of an
926 eligible privately held company;
927 5. Assists any party to obtain financing from an
928 unaffiliated third party without:
929 a. Complying with all other applicable laws in connection
930 with such assistance, including, if applicable, Regulation T
931 under 12 C.F.R. ss. 220 et seq., as amended; and
932 b. Disclosing any compensation in writing to the party;
933 6. Represents both the buyer and the seller in the same
934 transaction without providing clear written disclosure as to the
935 parties the broker represents and obtaining written consent from
936 both parties to the joint representation;
937 7. Facilitates a transaction with a group of buyers formed
938 with the assistance of the merger and acquisition broker to
939 acquire the eligible privately held company;
940 8. Engages in a transaction involving the transfer of
941 ownership of an eligible privately held company to a passive
942 buyer or group of passive buyers;
943 9. Binds a party to a transfer of ownership of an eligible
944 privately held company; or
945 10. Is subject to, or an officer, director, member,
946 manager, partner, or employee of the broker is subject to, the
947 following disciplinary actions:
948 a. Has been barred from association with a broker or dealer
949 by the Securities and Exchange Commission, any state, or any
950 self-regulatory organization; or
951 b. Is suspended from association with a broker or dealer.
952 4. Is subject to a suspension or revocation of registration
953 under s. 15(b)(4) of the Securities Exchange Act of 1934, 15
954 U.S.C. s. 78o(b)(4);
955 5. Is subject to a statutory disqualification described in
956 s. 3(a)(39) of the Securities Exchange Act of 1934, 15 U.S.C. s.
957 78c(a)(39);
958 6. Is subject to a disqualification under the United States
959 Securities and Exchange Commission Rule 506(d), 17 C.F.R. s.
960 230.506(d); or
961 7. Is subject to a final order described in s. 15(b)(4)(H)
962 of the Securities Exchange Act of 1934, 15 U.S.C. s.
963 78o(b)(4)(H).
964 Section 9. Subsection (1), paragraph (a) of subsection (2),
965 and subsections (3) and (5) of section 517.131, Florida
966 Statutes, are amended to read:
967 517.131 Securities Guaranty Fund.—
968 (1) As used in this section, the term:
969 (a) “Final judgment” includes an arbitration award
970 confirmed by a court of competent jurisdiction.
971 (b) “Restitution order” means a court order awarding a
972 specified monetary amount to a named aggrieved person for a
973 violation of s. 517.07 or s. 517.301 to be paid by a named
974 violator.
975 (2)(a) The Chief Financial Officer shall establish a
976 Securities Guaranty Fund to provide monetary relief to victims
977 of securities violations under this chapter who are entitled to
978 monetary damages or restitution and cannot recover the full
979 amount of such monetary damages or restitution from the
980 wrongdoer. An amount not exceeding 20 percent of all revenues
981 received as assessment fees pursuant to s. 517.12(10) and (11)
982 s. 517.12(9) and (10) for dealers and investment advisers or s.
983 517.1201 for federal covered advisers and an amount not
984 exceeding 10 percent of all revenues received as assessment fees
985 pursuant to s. 517.12(10) and (11) s. 517.12(9) and (10) for
986 associated persons must be part of the regular registration
987 license fee and must be transferred to or deposited in the
988 Securities Guaranty Fund.
989 (3) A person is eligible for payment from the Securities
990 Guaranty Fund if the person:
991 (a)1. Is a judgment creditor in Holds an unsatisfied final
992 judgment or a named beneficiary or victim in an unsatisfied
993 restitution order entered on or after October 1, 2024, in which
994 a wrongdoer was found to have violated s. 517.07 or s. 517.301;
995 2. Has applied any amount recovered from the judgment
996 debtor, a person ordered to pay restitution, or any other source
997 to the damages awarded in a final judgment or restitution order
998 by the court or arbitrator; and
999 3. Is a natural person who was a resident of this state, or
1000 is a business entity that was domiciled in this state, at the
1001 time of the violation of s. 517.07 or s. 517.301; or
1002 (b) Is a receiver appointed pursuant to s. 517.191(2) by a
1003 court of competent jurisdiction for a wrongdoer ordered to pay
1004 restitution under s. 517.191(3) as a result of a violation of s.
1005 517.07 or s. 517.301 which has requested payment from the
1006 Securities Guaranty Fund on behalf of a person eligible for
1007 payment under paragraph (a).
1008
1009 If a person holds an unsatisfied final judgment or restitution
1010 order entered before October 1, 2024, in which a wrongdoer was
1011 found to have violated s. 517.07 or s. 517.301, such person’s
1012 claim for payment from the Securities Guaranty Fund shall be
1013 governed by the terms of this section and s. 517.141 which were
1014 effective on the date of such final judgment or restitution
1015 order.
1016 (5) An eligible person, or a receiver on behalf of the
1017 eligible person, seeking payment from the Securities Guaranty
1018 Fund must file with the office a written application on a form
1019 that the commission may prescribe by rule. The commission may
1020 adopt by rule procedures for filing documents by electronic
1021 means, provided that such procedures provide the office with the
1022 information and data required by this section. The application
1023 must be filed with the office within 1 year after the date of
1024 the final judgment, the date on which a restitution order has
1025 been ripe for execution, or the date of any appellate decision
1026 thereon, and, at minimum, must contain all of the following
1027 information:
1028 (a) The eligible person’s and, if applicable, the
1029 receiver’s full names, addresses, and contact information.
1030 (b) The name of the judgment debtor or person ordered to
1031 pay restitution.
1032 (c) If the eligible person is a business entity, the
1033 eligible person’s type and place of organization and, as
1034 applicable, a copy, as amended, of its articles of
1035 incorporation, articles of organization, trust agreement, or
1036 partnership agreement.
1037 (d) A copy of any final judgment or and a copy thereof.
1038 (e) Any restitution order pursuant to s. 517.191(3), and a
1039 copy thereof.
1040 (e)(f) An affidavit from the eligible person stating either
1041 one of the following:
1042 1. That the eligible person has made all reasonable
1043 searches and inquiries to ascertain whether the judgment debtor
1044 or person ordered to pay restitution possesses real or personal
1045 property or other assets subject to being sold or applied in
1046 satisfaction of the final judgment or restitution order and, by
1047 the eligible person’s search, that the eligible person has not
1048 discovered any property or assets.
1049 2. That the eligible person has taken necessary action on
1050 the property and assets of the wrongdoers but the final judgment
1051 or restitution order remains unsatisfied.
1052 (f)(g) If the application is filed by the receiver, an
1053 affidavit from the receiver stating the amount of restitution
1054 owed to the eligible person on whose behalf the claim is filed;
1055 the amount of any money, property, or assets paid to the
1056 eligible person on whose behalf the claim is filed by the person
1057 over whom the receiver is appointed; and the amount of any
1058 unsatisfied portion of any eligible person’s restitution order
1059 of restitution.
1060 (g)(h) The eligible person’s residence or domicile at the
1061 time of the violation of s. 517.07 or s. 517.301 which resulted
1062 in the eligible person’s monetary damages.
1063 (h)(i) The amount of any unsatisfied portion of the
1064 eligible person’s final judgment or restitution order.
1065 (i)(j) Whether an appeal or motion to vacate an arbitration
1066 award has been filed.
1067 Section 10. Subsection (3) of section 517.301, Florida
1068 Statutes, is amended to read:
1069 517.301 Fraudulent transactions; falsification or
1070 concealment of facts.—
1071 (3) It is unlawful for a person in issuing or selling a
1072 security within this state, including a security exempted under
1073 s. 517.051 and including a transaction exempted under s.
1074 517.061, s. 517.0611, or s. 517.0612, to misrepresent that such
1075 security or person business entity has been guaranteed,
1076 sponsored, recommended, or approved by the state or an agency or
1077 officer of the state or by the United States or an agency or
1078 officer of the United States.
1079 Section 11. Subsection (4) of section 517.34, Florida
1080 Statutes, is amended to read:
1081 517.34 Protection of specified adults.—
1082 (4) A delay on a disbursement or transaction under
1083 subsection (3) expires 15 business days after the date on which
1084 the delay was first placed. However, the dealer or investment
1085 adviser may extend the delay for up to 30 10 additional business
1086 days if the dealer’s or investment adviser’s review of the
1087 available facts and circumstances continues to support such
1088 dealer’s or investment adviser’s reasonable belief that
1089 financial exploitation of the specified adult has occurred, is
1090 occurring, has been attempted, or will be attempted. A dealer or
1091 investment adviser that extends a delay must notify the office
1092 on a form prescribed by commission rule not later than 3
1093 business days after the date on which the extension was applied.
1094 The notice must identify the dealer or investment adviser that
1095 extended the delay and the date on which the delay was
1096 originally made. The length of the delay may be shortened or
1097 extended at any time by a court of competent jurisdiction. This
1098 subsection does not prevent a dealer or investment adviser from
1099 terminating a delay after communication with the parties
1100 authorized to transact business on the account and any trusted
1101 contact on the account.
1102 Section 12. Subsection (1) of section 517.211, Florida
1103 Statutes, is amended to read:
1104 517.211 Private remedies available in cases of unlawful
1105 sale.—
1106 (1) Every sale made in violation of either s. 517.07 or s.
1107 517.12(1), (3), (4), (9), (11), (13), (16), or (18) s.
1108 517.12(1), (3), (4), (8), (10), (12), (15), or (17) may be
1109 rescinded at the election of the purchaser; however, a sale made
1110 in violation of the provisions of s. 517.1202(3) relating to a
1111 renewal of a branch office notification or in violation of the
1112 provisions of s. 517.12(13) s. 517.12(12) relating to filing a
1113 change of address amendment is not subject to this section. Each
1114 person making the sale and every director, officer, partner, or
1115 agent of or for the seller, if the director, officer, partner,
1116 or agent has personally participated or aided in making the
1117 sale, is jointly and severally liable to the purchaser in an
1118 action for rescission, if the purchaser still owns the security,
1119 or for damages, if the purchaser has sold the security. No
1120 purchaser otherwise entitled will have the benefit of this
1121 subsection who has refused or failed, within 30 days after
1122 receipt, to accept an offer made in writing by the seller, if
1123 the purchaser has not sold the security, to take back the
1124 security in question and to refund the full amount paid by the
1125 purchaser or, if the purchaser has sold the security, to pay the
1126 purchaser an amount equal to the difference between the amount
1127 paid for the security and the amount received by the purchaser
1128 on the sale of the security, together, in either case, with
1129 interest on the full amount paid for the security by the
1130 purchaser at the legal rate, pursuant to s. 55.03, for the
1131 period from the date of payment by the purchaser to the date of
1132 repayment, less the amount of any income received by the
1133 purchaser on the security.
1134 Section 13. Subsection (2) of section 517.315, Florida
1135 Statutes, is amended to read:
1136 517.315 Fees.—All fees of any nature collected by the
1137 office pursuant to this chapter shall be disbursed as follows:
1138 (2) After the transfer required in subsection (1), the
1139 office shall transfer the $50 assessment fee collected from each
1140 associated person under s. 517.12(10) and (11) s. 517.12(9) and
1141 (10) and 30.44 percent of the $100 assessment fee paid by
1142 dealers and investment advisers for each office in the state
1143 under s. 517.12(10) and (11) s. 517.12(9) and (10) to the
1144 Regulatory Trust Fund.
1145 Section 14. This act shall take effect upon becoming a law.