Bill Text: FL S0988 | 2025 | Regular Session | Introduced
Bill Title: Securities
Spectrum: Partisan Bill (Republican 1-0)
Status: (Introduced) 2025-02-21 - Filed [S0988 Detail]
Download: Florida-2025-S0988-Introduced.html
Florida Senate - 2025 SB 988
By Senator Truenow
13-01002-25 2025988__
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; providing and revising
24 definitions; revising the written assurances
25 requirements that merger and acquisition brokers must
26 receive from certain control persons under specified
27 circumstances; revising the circumstances under which
28 merger and acquisition brokers are not exempt from
29 specified securities registration; conforming cross
30 references; amending s. 517.131, F.S.; defining the
31 term “restitution order; revising the circumstances
32 under which a person is eligible for payment from the
33 Securities Guaranty Fund; revising the requirements
34 for applications for payment from the fund; conforming
35 cross-references; amending s. 517.301, F.S.;
36 specifying a prohibition against certain
37 misrepresentations in issuing and selling securities;
38 amending ss. 517.211 and 517.315, F.S.; conforming
39 cross-references; providing an effective date.
40
41 Be It Enacted by the Legislature of the State of Florida:
42
43 Section 1. Present subsections (6) through (9), (10), (11)
44 through (17), (18) through (25), (26), and (27) of section
45 517.021, Florida Statutes, are redesignated as subsections (7)
46 through (10), (12), (14) through (20), (23) through (30), (32),
47 and (33), respectively, new subsections (6), (11), (13), (21),
48 (22), and (31) are added to that section, and present
49 subsections (11) and (15) of that section are amended, to read:
50 517.021 Definitions.—When used in this chapter, unless the
51 context otherwise indicates, the following terms have the
52 following respective meanings:
53 (6) “Branch manager” means a natural person who administers
54 or supervises the affairs or operations of a branch office.
55 (11) “Corporation” has the same meaning as “corporation” or
56 “domestic corporation” in s. 607.01401 or “foreign corporation”
57 in s. 607.01401.
58 (13) “Director” means a person appointed or elected to sit
59 on a board that manages the affairs of a corporation or other
60 organization by electing or exercising control over its
61 officers.
62 (14)(11) “Federal covered adviser” means a person that is
63 registered or required to be registered under s. 203 of the
64 Investment Advisers Act of 1940, as amended. The term does not
65 include any person that is excluded from the definition of
66 investment adviser under subparagraphs (19)(b)1.-7. (16)(b)1.-7.
67 and 9.
68 (18)(15) “Intermediary” means a natural person that
69 residing in this state or a corporation, trust, partnership,
70 limited liability company, association, or other legal entity
71 registered with the Secretary of State to do business in this
72 state, which facilitates through its website the offer or sale
73 of securities of an issuer with a principal place of business in
74 this state.
75 (21) “Limited liability company” has the same meaning as
76 “limited liability company” or “foreign limited liability
77 company,” as those terms are defined in s. 605.0102.
78 (22) “Limited liability company manager” or “limited
79 liability managing member” means a person who is responsible
80 alone or in concert with others for performing the management
81 functions of a limited liability company.
82 (31) “Trust” has the same meaning as in s. 731.201.
83 Section 2. Subsections (7) and (9), paragraph (f) of
84 subsection (11), and subsections (18), (19), and (20) of section
85 517.061, Florida Statutes, are amended to read:
86 517.061 Exempt transactions.—Except as otherwise provided
87 in subsection (11), the exemptions provided herein from the
88 registration requirements of s. 517.07 are self-executing and do
89 not require any filing with the office before being claimed. Any
90 person who claims entitlement to an exemption under this section
91 bears the burden of proving such entitlement in any proceeding
92 brought under this chapter. The registration provisions of s.
93 517.07 do not apply to any of the following transactions;
94 however, such transactions are subject to s. 517.301:
95 (7) The offer or sale of securities, solely in connection
96 with the transfer of ownership of an eligible privately held
97 company, through a merger and acquisition broker in accordance
98 with s. 517.12(22) s. 517.12(21).
99 (9) The offer or sale of securities to:
100 (a) A bank, trust company, savings institution, insurance
101 company, dealer, investment company as defined in the Investment
102 Company Act of 1940, 15 U.S.C. s. 80a-3, as amended, pension or
103 profit-sharing trust, or qualified institutional buyer, whether
104 any of such entities is acting in its individual or fiduciary
105 capacity.
106 (b) A savings and loan association, building and loan
107 association, cooperative bank, homestead association, or credit
108 union, which is supervised and examined by a state or federal
109 authority having supervision over any such institution.
110 (c) A federal covered adviser, investment adviser
111 registered pursuant to the laws of a state, exempt reporting
112 adviser or private fund adviser as those terms are defined in s.
113 517.12(23)(a)2. and 3., respectively, investment adviser relying
114 on the exemption from registering with the Securities and
115 Exchange Commission under s. 203(l) or (m) of the Investment
116 Advisers Act of 1940, as amended, business development company
117 as defined in s. 2(a)(48) of the Investment Company Act of 1940,
118 as amended, or business development company as defined in s.
119 202(a)(22) of the Investment Advisers Act of 1940, as amended.
120 (d) A small business investment company licensed by the
121 Small Business Administration under s. 301(c) of the Small
122 Business Investment Act of 1958, as amended, or rural business
123 investment company as defined in s. 384A of the Consolidated
124 Farm and Rural Development Act.
125 (e) A plan established and maintained by a state, a
126 political subdivision thereof, or any agency or instrumentality
127 of a state or a political subdivision, for the benefit of its
128 employees, if such plan has total assets in excess of $5
129 million, an employee benefit plan within the meaning of the
130 Employee Retirement Income Security Act of 1974 if the
131 investment decision is made by a plan fiduciary, as described in
132 s. 3(21) of such act, which is a bank, savings and loan
133 association, insurance company, or federal covered adviser, or
134 if the employee benefit plan has total assets in excess of $5
135 million or, if a self-directed plan, with investment decisions
136 made solely by persons that are accredited investors.
137 (f) An organization described in s. 501(c)(3) of the
138 Internal Revenue Code, corporation, Massachusetts trust or
139 similar business trust, partnership, or limited liability
140 company, not formed for the specific purpose of acquiring the
141 securities offered, with total assets in excess of $5 million.
142 (g) A trust, with total assets in excess of $5 million, not
143 formed for the specific purpose of acquiring the securities
144 offered, whose purchase is directed by a sophisticated person as
145 described in Securities and Exchange Commission Rule
146 506(b)(2)(ii), 17 C.F.R. s. 230.506(b)(2)(ii), as amended.
147 (h) An entity of a type not listed in paragraphs (a)-(g) or
148 paragraph (j) which owns investments as defined in Securities
149 and Exchange Commission Rule 2a51-1(b), 17 C.F.R s. 270.2a51
150 1(b), as amended, in excess of $5 million and is not formed for
151 the specific purpose of acquiring the securities offered.
152 (i) A family office as defined in Securities and Exchange
153 Commission Rule 202(a)(11)(G)-1 under the Investment Advisers
154 Act of 1940, 17 C.F.R. s. 275.202(a)(11)(G)-1, as amended,
155 provided that:
156 1. The family office has assets under management in excess
157 of $5 million;
158 2. The family office is not formed for the specific purpose
159 of acquiring the securities offered; and
160 3. The prospective investment of the family office is
161 directed by a person who has knowledge and experience in
162 financial and business matters that the family office is capable
163 of evaluating the merits and risks of the prospective
164 investment.
165 (j) An entity in which all of the equity owners are
166 described in paragraphs (a)-(i).
167 (11) Offers or sales of securities by an issuer in a
168 transaction that meets all of the following conditions:
169 (f) The issuer files with the office a notice of
170 transaction on a form prescribed by commission rule, an
171 irrevocable written, a consent to service of civil process
172 similar to that provided in s. 517.101, and a copy of the
173 general announcement within 15 days after the first sale is made
174 in this state. The commission may adopt by rule procedures for
175 filing documents by electronic means.
176 (18) Any nonissuer transaction by a registered dealer, and
177 any resale transaction by a sponsor of a unit investment trust
178 registered under the Investment Company Act of 1940, as amended,
179 in a security of a class that has been outstanding in the hands
180 of the public for at least 90 days; provided that, at the time
181 of the transaction, the following conditions in paragraphs (a),
182 (b), and (c) and either paragraph (d) or paragraph (e) are met:
183 (a) The issuer of the security is actually engaged in
184 business and is not in the organizational stage or in bankruptcy
185 or receivership and is not a blank check, blind pool, or shell
186 company whose primary plan of business is to engage in a merger
187 or combination of the business with, or an acquisition of, an
188 unidentified person.
189 (b) The security is sold at a price reasonably related to
190 the current market price of the security.
191 (c) The security does not constitute the whole or part of
192 an unsold allotment to, or a subscription or participation by,
193 the dealer as an underwriter of the security.
194 (d) The security is listed in a nationally recognized
195 securities manual designated by rule of the commission or a
196 document filed with and publicly viewable through the Securities
197 and Exchange Commission electronic data gathering and retrieval
198 system and contains:
199 1. A description of the business and operations of the
200 issuer.;
201 2. The names of the issuer’s officers and directors, if
202 any, or, in the case of an issuer not domiciled in the United
203 States, the corporate equivalents of such persons in the
204 issuer’s country of domicile.;
205 3. An audited balance sheet of the issuer as of a date
206 within 18 months before such transaction or, in the case of a
207 reorganization or merger in which parties to the reorganization
208 or merger had such audited balance sheet, a pro forma balance
209 sheet.; and
210 4. An audited income statement for each of the issuer’s
211 immediately preceding 2 fiscal years, or for the period of
212 existence of the issuer, if in existence for less than 2 years
213 or, in the case of a reorganization or merger in which the
214 parties to the reorganization or merger had such audited income
215 statement, a pro forma income statement.
216 (e)1. The issuer of the security has a class of equity
217 securities listed on a national securities exchange registered
218 under the Securities Exchange Act of 1934, as amended;
219 2. The class of security is quoted, offered, purchased, or
220 sold through an alternative trading system registered under
221 Securities and Exchange Commission Regulation ATS, 17 C.F.R. s.
222 242.301, as amended, and the issuer of the security has made
223 current information publicly available in accordance with
224 Securities and Exchange Commission Rule 15c2-11, 17 C.F.R. s.
225 240.15c2-11, as amended;
226 3. The issuer of the security is a unit investment trust
227 registered under the Investment Company Act of 1940, as amended;
228 4. The issuer of the security has been engaged in
229 continuous business, including predecessors, for at least 3
230 years; or
231 5. The issuer of the security has total assets of at least
232 $2 million based on an audited balance sheet as of a date within
233 18 months before such transaction or, in the case of a
234 reorganization or merger in which parties to the reorganization
235 or merger had such audited balance sheet, a pro forma balance
236 sheet.
237 (19) The offer or sale of any security effected by or
238 through a person in compliance with s. 517.12(17) s. 517.12(16).
239 (20)(a) A nonissuer transaction in an outstanding security
240 by or through a dealer registered or exempt from registration
241 under this chapter, if, at the time of the transaction, all of
242 the following conditions are met true:
243 1.(a) The issuer is a reporting issuer in a foreign
244 jurisdiction designated by this subsection or by commission
245 rule, and the issuer has been subject to continuous reporting
246 requirements in such foreign jurisdiction for not less than 180
247 days before the transaction.
248 2.(b) The security is listed on a foreign securities
249 exchange or foreign securities market the securities exchange
250 designated by this subsection or by commission rule, is a
251 security of the same issuer which is of senior or substantially
252 equal rank to the listed security, or is a warrant or right to
253 purchase or subscribe to any such security.
254 (b) The commission shall consider all of the following in
255 designating a foreign securities exchange or foreign securities
256 market for purposes of this subsection:
257 1. Organization under foreign law.
258 2. Association with a generally recognized community of
259 dealers, financial institutions, or other professional
260 intermediaries with an established operating history.
261 3. Oversight by a governmental or self-regulatory body.
262 4. Oversight standards set by general law.
263 5. Reporting of securities transactions on a regular basis
264 to a governmental or self-regulatory body.
265 6. A system for exchange of price quotations through common
266 communications media.
267 7. An organized clearance and settlement system.
268 8. Listing in Securities and Exchange Commission Regulation
269 S Rule 902, 17 C.F.R. s. 230.902, as amended.
270
271 For purposes of this subsection, Canada, together with its
272 provinces and territories, is designated as a foreign
273 jurisdiction, and Toronto Stock Exchange, Inc., is designated as
274 a securities exchange. If, after an administrative hearing in
275 compliance with ss. 120.569 and 120.57, the office finds that
276 revocation is necessary or appropriate in furtherance of the
277 public interest and for the protection of investors, it may
278 revoke the designation of a foreign securities exchange or
279 foreign securities market under this subsection.
280 Section 3. Subsection (10) of section 517.0612, Florida
281 Statutes, is amended to read:
282 517.0612 Florida Invest Local Exemption.—
283 (10) The issuer must file with the office a notice of
284 transaction on a form prescribed by commission rule, an
285 irrevocable written consent to service of civil process similar
286 to that provided in s. 517.101, and a copy of the disclosure
287 statement described in subsection (8) at least the offering with
288 the office, in writing or in electronic form, in a format
289 prescribed by commission rule, no less than 5 business days
290 before the offering commences, along with the disclosure
291 statement described in subsection (8). If there are any material
292 changes to the information previously submitted, the issuer
293 must, within 3 business days after such material change, file an
294 amended notice.
295 Section 4. Paragraph (b) of subsection (2) of section
296 517.0614, Florida Statutes, is amended to read:
297 517.0614 Integration of offerings.—
298 (2) The integration analysis required by subsection (1) is
299 not required if any of the following nonexclusive safe harbors
300 apply:
301 (b) Offers and sales made in compliance with any of the
302 following provisions are not subject to integration with other
303 offerings:
304 1. Section 517.051 or s. 517.061, except s. 517.061(10) or
305 (11) s. 517.061(9), (10), or (11).
306 2. Section 517.0611 or s. 517.0612.
307 Section 5. Section 517.0616, Florida Statutes, is amended
308 to read:
309 517.0616 Disqualification.—
310 (1) A registration exemption under s. 517.061(11) s.
311 517.061(9), (10), and (11), s. 517.0611, or s. 517.0612 is not
312 available to an issuer if, at the time the issuer makes an offer
313 for the sale of a security, the issuer; a predecessor of the
314 issuer; an affiliated issuer; a director, executive officer, or
315 other officer of the issuer participating in the offering; a
316 general partner or managing member of the issuer; a beneficial
317 owner of 20 percent or more of the issuer’s outstanding voting
318 equity securities, calculated on the basis of voting power; or a
319 promoter connected with the issuer in any capacity at the time
320 of such sale that would be disqualified under Securities and
321 Exchange Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as
322 amended, at the time the issuer makes an offer for the sale of a
323 security.
324 (2) The disqualification under Securities and Exchange
325 Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as amended,
326 does not apply to any other person or entity listed in such
327 rule.
328 Section 6. Subsection (2) of section 517.075, Florida
329 Statutes, is amended to read:
330 517.075 Cuba, prospectus disclosure of doing business with,
331 required.—
332 (2) Any disclosure required by subsection (1) must include:
333 (a) The name of such person, affiliate, or government with
334 which the issuer does business and the nature of that business.;
335 (b) A statement that the information is accurate as of the
336 date the securities were effective with the United States
337 Securities and Exchange Commission or with the office, whichever
338 date is later.; and
339 (c) A statement that current information concerning the
340 issuer’s business dealings with the government of Cuba or with
341 any person or affiliate located in Cuba may be obtained from the
342 office, which statement must include the address and phone
343 number of the office.
344 Section 7. Subsection (5) and paragraph (a) of subsection
345 (9) of section 517.081, Florida Statutes, are amended to read:
346 517.081 Registration procedure.—
347 (5) All of The following issuers are not eligible to submit
348 a simplified offering circular:
349 (a) An issuer that is subject to any of the
350 disqualifications described in Securities and Exchange
351 Commission Rule 262, 17 C.F.R. s. 230.262, as amended, or that
352 has been or is engaged or is about to engage in an activity that
353 would be grounds for denial, revocation, or suspension under s.
354 517.111. For purposes of this paragraph, an issuer includes an
355 issuer’s director, officer, general partner, manager or managing
356 member, trustee, or a person owning at least 10 percent of the
357 ownership interests of the issuer; a promoter or selling agent
358 of the securities to be offered; or any officer, director,
359 partner, or manager or managing member of such selling agent.
360 (b) An issuer that is a development-stage company that
361 either has no specific business plan or purpose or has indicated
362 that its business plan is to merge with an unidentified business
363 entity or entities.
364 (c) An issuer of offerings in which the specific business
365 or properties cannot be described.
366 (d) An issuer that the office determines is ineligible
367 because the simplified circular does not provide full and fair
368 disclosure of material information for the type of offering to
369 be registered by the issuer.
370 (9)(a) The office shall record the registration of a
371 security in the register of securities if, upon examination of
372 an application, it finds that all of the following requirements
373 are met:
374 1. The application is complete.
375 2. The fee imposed in subsection (8) has been paid.
376 3. The sale of the security would not be fraudulent and
377 would not work or tend to work a fraud upon the purchaser.
378 4. The terms of the sale of such securities would be fair,
379 just, and equitable.
380 5. The enterprise or business of the issuer is not based
381 upon unsound business principles.
382 Section 8. Present subsections (7) through (22) of section
383 517.12, Florida Statutes, are redesignated as subsections (8)
384 through (23), respectively, a new subsection (7) is added to
385 that section, and subsection (6), present subsection (10),
386 paragraph (b) of present subsection (14), and present
387 subsections (19), (20), and (21) of that section are amended, to
388 read:
389 517.12 Registration of dealers, associated persons,
390 intermediaries, and investment advisers.—
391 (6) The application must also contain such information as
392 the commission or office may require about the applicant; any
393 member, principal, or director of the applicant or any person
394 having a similar status or performing similar functions; any
395 person directly or indirectly controlling the applicant; or any
396 employee of a dealer or of an investment adviser rendering
397 investment advisory services. Each applicant and any direct
398 owners, principals, or indirect owners that are required to be
399 reported on Form BD or Form ADV pursuant to subsection (14)
400 shall submit fingerprints for live-scan processing in accordance
401 with rules adopted by the commission. The fingerprints may be
402 submitted through a third-party vendor authorized by the
403 Department of Law Enforcement to provide live-scan
404 fingerprinting. The costs of fingerprint processing shall be
405 borne by the person subject to the background check. The
406 Department of Law Enforcement shall conduct a state criminal
407 history background check, and a federal criminal history
408 background check must be conducted through the Federal Bureau of
409 Investigation. The office shall review the results of the state
410 and federal criminal history background checks and determine
411 whether the applicant meets licensure requirements. The
412 commission may waive, by rule, the requirement that applicants,
413 including any direct owners, principals, or indirect owners that
414 are required to be reported on Form BD or Form ADV pursuant to
415 subsection (14), submit fingerprints or the requirement that
416 such fingerprints be processed by the Department of Law
417 Enforcement or the Federal Bureau of Investigation. The
418 commission or office may require information about any such
419 applicant or person concerning such matters as:
420 (a) The applicant’s or person’s full name, and any other
421 names by which the applicant or person may have been known, and
422 the applicant’s or person’s age, social security number,
423 photograph, qualifications, and educational and business
424 history.
425 (b) Any injunction or administrative order by a state or
426 federal agency, national securities exchange, or national
427 securities association involving a security or any aspect of a
428 dealer’s or investment adviser’s regulated business and any
429 injunction or administrative order by a state or federal agency
430 regulating banking, insurance, finance, or small loan companies,
431 real estate, mortgage brokers, or other related or similar
432 industries, which injunctions or administrative orders relate to
433 such person.
434 (c) The applicant’s or person’s conviction of, or plea of
435 nolo contendere to, a criminal offense or the applicant’s or
436 person’s commission of any acts which would be grounds for
437 refusal of an application under s. 517.161.
438 (d) The names and addresses of other persons of whom the
439 office may inquire as to the applicant’s or person’s character,
440 reputation, and financial responsibility.
441 (7)(a)1. The following persons must submit a full set of
442 fingerprints to the Department of Law Enforcement or to a
443 vendor, entity, or agency authorized under s. 943.053(13) for
444 live-scan processing in accordance with rules adopted by the
445 commission.
446 a. A natural person filing with the office an application
447 for registration as an associated person.
448 b. A natural person who holds the title of president,
449 treasurer, chief executive officer, chief financial officer,
450 chief operations officer, chief legal officer, or chief
451 compliance officer for a dealer or investment adviser applicant.
452 c. A natural person who is a director of a dealer or
453 investment adviser applicant.
454 d. A natural person who is a trustee of a trust that owns 5
455 percent or more of a class of a voting security of a dealer or
456 investment adviser applicant, or that has the right to receive
457 upon dissolution, or has contributed, 5 percent or more of the
458 capital of a dealer or investment adviser applicant.
459 e. A natural person who is a direct owner of a dealer or
460 investment adviser applicant.
461 f. Each natural person who is a shareholder of a
462 corporation that is a direct owner of a dealer or investment
463 adviser applicant who beneficially owns, has the right to vote,
464 or has the power to sell or direct the sale of, 25 percent or
465 more of a class of a voting security of such corporation. For
466 purposes of this sub-subparagraph, a shareholder beneficially
467 owns any securities:
468 (I) Owned by the shareholder’s child, stepchild,
469 grandchild, parent, stepparent, grandparent, spouse, sibling,
470 mother-in-law, father-in-law, son-in-law, daughter-in-law,
471 brother-in-law, or sister-in-law sharing the same residence; or
472 (II) That the shareholder has the right to acquire, within
473 60 days, through the exercise of any option, warrant, or right
474 to purchase the securities.
475 g. Each natural person who is a general partner of, and
476 each natural person who is a limited partner or special partner
477 of, a partnership that is a direct owner of a dealer or
478 investment adviser applicant who has the right to receive upon
479 dissolution, or has contributed, 25 percent or more of such
480 partnership’s capital.
481 h. Each natural person who is a member of a limited
482 liability company that is a direct owner of a dealer or
483 investment adviser applicant who has the right to receive upon
484 dissolution, or has contributed, 25 percent or more of such
485 limited liability company’s capital, and, if such limited
486 liability company is managed by elected managers, each elected
487 manager.
488 2. For purposes of this paragraph, the term “direct owner”
489 means:
490 a. A shareholder who owns 5 percent or more of a class of
491 voting securities of a dealer or investment adviser applicant,
492 and includes any person who owns, beneficially owns, has the
493 right to vote, or has the power to sell or direct the sale of, 5
494 percent or more of a class of a voting security of the dealer or
495 investment adviser applicant. For purposes of this sub
496 subparagraph, a person beneficially owns any securities:
497 (I) Owned by the shareholder’s child, stepchild,
498 grandchild, parent, stepparent, grandparent, spouse, sibling,
499 mother-in-law, father-in-law, son-in-law, daughter-in-law,
500 brother-in-law, or sister-in-law sharing the same residence; or
501 (II) That the shareholder has the right to acquire, within
502 60 days, through the exercise of any option, warrant, or right
503 to purchase the securities.
504 b. Each general partner and each limited partner or special
505 partner of a dealer or investment adviser applicant who has the
506 right to receive upon dissolution, or has contributed, 5 percent
507 or more of the capital of a dealer or investment adviser
508 applicant.
509 c. A member who has the right to receive upon dissolution,
510 or has contributed, 5 percent or more of the capital of a dealer
511 or investment adviser applicant, and all elected managers of a
512 dealer or investment adviser applicant.
513 (b) A vendor, entity, or agency authorized under s.
514 943.053(13) to submit fingerprints electronically to the
515 Department of Law Enforcement shall submit the fingerprints to
516 the department for state processing, and the department shall
517 forward the fingerprints to the Federal Bureau of Investigation
518 for national processing.
519 (c) Fees for state and federal fingerprint processing shall
520 be borne by the person subject to the criminal history record
521 check. The state cost for fingerprint processing shall be as
522 provided in s. 943.053(3)(e).
523 (d) The office shall review the results of the state and
524 federal criminal history record checks and determine whether the
525 applicant is disqualified from registration. The commission may
526 waive by rule the requirement that the persons listed in this
527 subsection submit fingerprints or the requirement that such
528 fingerprints be processed by the Department of Law Enforcement
529 or the Federal Bureau of Investigation.
530 (11)(a)(10)(a) If the office finds that the applicant has
531 complied with the applicable registration provisions of this
532 chapter and the rules made pursuant hereto, it shall register
533 the applicant unless the applicant is otherwise disqualified for
534 registration pursuant to law. The registration of each dealer,
535 investment adviser, and associated person expires on December 31
536 of the year the registration became effective unless the
537 registrant has renewed its registration on or before that date.
538 Registration may be renewed by furnishing such information as
539 the commission may require, together with payment of the fee
540 required in paragraph (10)(a) (9)(a) for dealers, investment
541 advisers, or associated persons and the payment of any amount
542 lawfully due and owing to the office pursuant to any order of
543 the office or pursuant to any agreement with the office. Any
544 dealer, investment adviser, or associated person who has not
545 renewed a registration by the time the current registration
546 expires may request reinstatement of such registration by filing
547 with the office, on or before January 31 of the year following
548 the year of expiration, such information as may be required by
549 the commission, together with payment of the fee required in
550 paragraph (10)(a) (9)(a) for dealers, investment advisers, or
551 associated persons and a late fee equal to the amount of such
552 fee. Any reinstatement of registration granted by the office
553 during the month of January shall be deemed effective
554 retroactive to January 1 of that year.
555 (b) The office shall waive the $50 assessment fee for an
556 associated person required by paragraph (10)(a) (9)(a) for a
557 registrant renewing his or her registration who:
558 1. Is an active duty member of the United States Armed
559 Forces or the spouse of such member;
560 2. Is or was a member of the United States Armed Forces and
561 served on active duty within the 2 years preceding the
562 expiration date of the registration pursuant to paragraph (a).
563 To qualify for the fee waiver, a registrant who is a former
564 member of the United States Armed Forces who served on active
565 duty within the 2 years preceding the expiration date of the
566 registration must have received an honorable discharge upon
567 separation or discharge from the United States Armed Forces; or
568 3. Is the surviving spouse of a member of the United States
569 Armed Forces if the member was serving on active duty at the
570 time of death and died within the 2 years preceding the
571 surviving spouse’s registration expiration date pursuant to
572 paragraph (a).
573
574 A registrant seeking such fee waiver must submit proof, in a
575 form prescribed by commission rule, that the registrant meets
576 one of the qualifications in this paragraph.
577 (15)(14)
578 (b) In lieu of filing with the office the applications
579 specified in subsection (5), the fees required by subsection
580 (10) (9), the renewals required by subsection (11) (10), and the
581 termination notices required by subsection (12) (11), the
582 commission may by rule establish procedures for the deposit of
583 such fees and documents with the Central Registration Depository
584 or the Investment Adviser Registration Depository of the
585 Financial Industry Regulatory Authority, as developed under
586 contract with the North American Securities Administrators
587 Association, Inc.
588 (20)(19) An intermediary may not engage in business in this
589 state unless the intermediary is registered as a dealer or as an
590 intermediary with the office pursuant to this section to
591 facilitate the offer or sale of securities in accordance with s.
592 517.0611. An intermediary, in order to obtain registration, must
593 file with the office a written application on a form prescribed
594 by commission rule and pay a registration fee of $200. The fees
595 under this subsection shall be deposited into the Regulatory
596 Trust Fund of the office. The commission may establish by rule
597 procedures for depositing fees and filing documents by
598 electronic means if such procedures provide the office with the
599 information and data required by this section. Each intermediary
600 must also file an irrevocable written consent to service of
601 civil process, as provided in s. 517.101.
602 (a) The application must contain such information as the
603 commission or office may require concerning:
604 1. The name of the applicant and address of its principal
605 office and each office in this state.
606 2. The applicant’s form and place of organization; and, if
607 the applicant is:
608 a. A corporation, a copy of its articles of incorporation
609 and amendments to the articles of incorporation;
610 b. A limited liability company, a copy of its articles of
611 organization and amendments to the articles and a copy of the
612 company’s operating agreement as may be amended; or
613 c. A partnership, a copy of the partnership agreement.
614 3. The website address where securities of the issuer will
615 be offered.
616 4. Contact information.
617 (b) The application must also contain such information as
618 the commission may require by rule about the applicant; any
619 member, principal, or director of the applicant or any person
620 having a similar status or performing similar functions; or any
621 persons directly or indirectly controlling the applicant. Each
622 applicant and any direct owners, principals, or indirect owners
623 that are required to be reported on a form adopted by commission
624 rule shall submit fingerprints for live-scan processing in
625 accordance with rules adopted by the commission. The
626 fingerprints may be submitted through a third-party vendor
627 authorized by the Department of Law Enforcement to provide live
628 scan fingerprinting. The costs of fingerprint processing shall
629 be borne by the person subject to the background check. The
630 Department of Law Enforcement shall conduct a state criminal
631 history background check, and a federal criminal history
632 background check must be conducted through the Federal Bureau of
633 Investigation. The office shall review the results of the state
634 and federal criminal history background checks and determine
635 whether the applicant meets registration requirements. The
636 commission may waive, by rule, the requirement that applicants,
637 including any direct owners, principals, or indirect owners,
638 which are required to be reported on a form adopted by
639 commission rule, submit fingerprints or the requirement that
640 such fingerprints be processed by the Department of Law
641 Enforcement or the Federal Bureau of Investigation. The
642 commission, by rule, or the office may require information about
643 any applicant or person, including:
644 1. The applicant’s or person’s full name and any other
645 names by which the applicant or person may have been known and
646 the applicant’s or person’s age, social security number,
647 photograph, qualifications, and educational and business
648 history.
649 2. Any injunction or administrative order by a state or
650 federal agency, national securities exchange, or national
651 securities association involving a security or any aspect of an
652 intermediary’s regulated business and any injunction or
653 administrative order by a state or federal agency regulating
654 banking, insurance, finance, real estate, mortgage brokers, or
655 other related or similar industries, which relate to such
656 person.
657 3. The applicant’s or person’s conviction of, or plea of
658 nolo contendere to, a criminal offense or the applicant’s or
659 person’s commission of any acts that would be grounds for
660 refusal of an application under s. 517.161.
661 (c)1. The following natural persons must submit a full set
662 of fingerprints to the Department of Law Enforcement or to a
663 vendor, entity, or agency authorized under s. 943.053(13) for
664 live-scan processing in accordance with rules adopted by the
665 commission:
666 a. A person filing with the office an application for
667 registration as an intermediary.
668 b. A person who holds the title of president, treasurer,
669 chief executive officer, chief financial officer, chief
670 operations officer, chief legal officer, or chief compliance
671 officer for an intermediary applicant.
672 c. A person who is a member of the intermediary applicant’s
673 board of directors.
674 d. A person who is a trustee of a trust that owns 5 percent
675 or more of a class of a voting security of the intermediary
676 applicant, or that has the right to receive upon dissolution, or
677 has contributed, 5 percent or more of the intermediary
678 applicant’s capital.
679 e. A person who is a direct owner of an intermediary
680 applicant.
681 f. Each person who is a shareholder of a corporation that
682 is a direct owner of an intermediary applicant who beneficially
683 owns, has the right to vote, or has the power to sell or direct
684 the sale of, 25 percent or more of a class of a voting security
685 of such corporation. For purposes of this sub-subparagraph, a
686 shareholder beneficially owns any securities:
687 (I) Owned by the shareholder’s child, stepchild,
688 grandchild, parent, stepparent, grandparent, spouse, sibling,
689 mother-in-law, father-in-law, son-in-law, daughter-in-law,
690 brother-in-law, or sister-in-law sharing the same residence; or
691 (II) That the shareholder has the right to acquire, within
692 60 days, through the exercise of any option, warrant, or right
693 to purchase the securities.
694 g. Each person who is a general partner and each natural
695 person who is a limited partner or special partner of a
696 partnership that is a direct owner of an intermediary applicant
697 who has the right to receive upon dissolution, or have
698 contributed, 25 percent or more of such partnership’s capital.
699 h. Each person who is a member of a limited liability
700 company that is a direct owner of an intermediary applicant who
701 has the right to receive upon dissolution, or has contributed,
702 25 percent or more of such limited liability company’s capital,
703 and, if such limited liability company is managed by elected
704 managers, each elected manager.
705 2. For purposes of this paragraph, the term “direct owner”
706 means:
707 a. A shareholder who owns 5 percent or more of a class of
708 voting securities of an intermediary applicant, and includes any
709 person who owns, beneficially owns, has the right to vote, or
710 has the power to sell or direct the sale of, 5 percent or more
711 of a class of a voting security of the intermediary applicant.
712 For purposes of this sub-subparagraph, a person beneficially
713 owns any securities:
714 (I) Owned by the shareholder’s child, stepchild,
715 grandchild, parent, stepparent, grandparent, spouse, sibling,
716 mother-in-law, father-in-law, son-in-law, daughter-in-law,
717 brother-in-law, or sister-in-law sharing the same residence; or
718 (II) That the shareholder has the right to acquire, within
719 60 days, through the exercise of any option, warrant, or right
720 to purchase the securities.
721 b. Each general partner and each limited partner or special
722 partner of an intermediary applicant who has the right to
723 receive upon dissolution, or has contributed, 5 percent or more
724 of the intermediary applicant’s capital.
725 c. A member who has the right to receive upon dissolution,
726 or has contributed, 5 percent or more of the intermediary
727 applicant’s capital, and, if managed by elected managers, each
728 elected manager.
729 (d) The vendor, entity, or agency authorized under s.
730 943.053(13) to submit fingerprints electronically to the
731 Department of Law Enforcement shall submit the fingerprints to
732 the department for state processing, and the department shall
733 forward the fingerprints to the Federal Bureau of Investigation
734 for national processing.
735 (e) Fees for state and federal fingerprint processing shall
736 be borne by the person subject to the criminal history record
737 check. The state cost for fingerprint processing shall be as
738 provided in s. 943.053(3)(e).
739 (f) The office shall review the results of the state and
740 federal criminal history record checks and determine whether the
741 applicant is disqualified from registration. The commission may
742 waive by rule the requirement that applicants, including any
743 persons listed in sub-subparagraphs (c)1.b.-g., submit
744 fingerprints or the requirement that such fingerprints be
745 processed by the Department of Law Enforcement or the Federal
746 Bureau of Investigation.
747 (g)(c) The application must be amended within 30 days if
748 any information contained in the form becomes inaccurate for any
749 reason.
750 (h)(d) An intermediary or persons affiliated with the
751 intermediary are not subject to any disqualification described
752 in s. 517.1611 or Securities and Exchange Commission Rule
753 506(d), 17 C.F.R. 230.506(d), adopted pursuant to the Securities
754 Act of 1933, as amended. Each director, officer, manager or
755 managing member, control person of the issuer, any person
756 occupying a similar status or performing a similar function, and
757 each person holding more than 20 percent of the ownership
758 interests of the intermediary is subject to this requirement.
759 (i)(e) If the office finds that the applicant has complied
760 with the applicable registration provisions of this chapter and
761 the rules adopted thereunder, it shall register the applicant.
762 The registration of each intermediary expires on December 31 of
763 the year the registration became effective unless the registrant
764 renews his or her registration on or before that date.
765 Registration may be renewed by furnishing such information as
766 the commission may require by rule, together with payment of a
767 $200 fee and the payment of any amount due to the office
768 pursuant to any order of the office or pursuant to any agreement
769 with the office. An intermediary who has not renewed a
770 registration by the time that the current registration expires
771 may request reinstatement of such registration by filing with
772 the office, on or before January 31 of the year following the
773 year of expiration, such information as required by the
774 commission, together with payment of the $200 fee and a late fee
775 of $200. Any reinstatement of registration granted by the office
776 during the month of January is deemed effective retroactive to
777 January 1 of that year.
778 (21)(20) The registration requirements of this section do
779 not apply to any general lines insurance agent or life insurance
780 agent licensed under chapter 626, with regard to the sale of a
781 security as defined in s. 517.021(30)(g) s. 517.021(25)(g), if
782 the individual is directly authorized by the issuer to offer or
783 sell the security on behalf of the issuer and the issuer is a
784 federally chartered savings bank subject to regulation by the
785 Federal Deposit Insurance Corporation. Actions under this
786 subsection constitute activity under the insurance agent’s
787 license for purposes of ss. 626.611 and 626.621.
788 (22)(a)(21)(a) As used in this subsection, the term:
789 1. “Broker” has the same meaning as “dealer” as defined in
790 s. 517.021.
791 2. “Business combination related shell company” means a
792 shell company that is formed by an entity that is not a shell
793 company solely for the purpose of:
794 a. Changing the corporate domicile of the entity solely
795 within the United States; or
796 b. Completing a business combination transaction, as
797 defined in 17 C.F.R. s. 230.165(f), among one or more entities
798 other than the company itself, none of which is a shell company.
799 3.2. “Control person” means a person an individual or
800 entity that possesses the power, directly or indirectly, to
801 direct the management or policies of a company through ownership
802 of securities, by contract, or otherwise. A person is presumed
803 to be a control person of a company if, upon completion of a
804 transaction, the buyer or group of buyers with respect to a
805 particular company, the person:
806 a. Is a director, a general partner, a member, or a manager
807 of a limited liability company, or is an officer who exercises
808 executive responsibility or has a similar status or function;
809 a.b. Has the power to vote 25 20 percent or more of a class
810 of voting securities or has the power to sell or direct the sale
811 of 25 20 percent or more of a class of voting securities; or
812 b.c. In the case of a partnership or limited liability
813 company, may receive upon dissolution, or has contributed, 25 20
814 percent or more of the capital.
815 4.3. “Eligible privately held company” means a privately
816 held company that meets all of the following conditions:
817 a. The company does not have any class of securities which
818 is registered, or which is required to be registered, with the
819 United States Securities and Exchange Commission under the
820 Securities Exchange Act of 1934, 15 U.S.C. ss. 78a et seq., as
821 amended, or with the office under s. 517.07, or for which the
822 company files, or is required to file, summary and periodic
823 information, documents, and reports under s. 15(d) of the
824 Securities Exchange Act of 1934, 15 U.S.C. s. 78o(d), as
825 amended.
826 b. In the fiscal year immediately preceding the fiscal year
827 during which the merger and acquisition broker begins to provide
828 services for the securities transaction, the company, in
829 accordance with its historical financial accounting records, has
830 earnings before interest, taxes, depreciation, and amortization
831 of less than $25 million or has gross revenues of less than $250
832 million. On July 1, 2021, and every 5 years thereafter, each
833 dollar amount in this sub-subparagraph shall be adjusted by
834 dividing the annual value of the Employment Cost Index for wages
835 and salaries for private industry workers, or any successor
836 index, as published by the Bureau of Labor Statistics, for the
837 calendar year preceding the calendar year in which the
838 adjustment is being made, by the annual value of such index or
839 successor index for the calendar year ending December 31, 2020
840 2012, and multiplying such dollar amount by the quotient
841 obtained. Each dollar amount determined under this sub
842 subparagraph shall be rounded to the nearest multiple of
843 $100,000. The commission may by rule modify the dollar figures
844 if the commission determines that such a modification is
845 necessary or appropriate in the public interest or for the
846 protection of investors.
847 5.4. “Merger and acquisition broker” means a any broker and
848 any person associated with a broker engaged in the business of
849 effecting securities transactions solely in connection with the
850 transfer of ownership of an eligible privately held company,
851 regardless of whether the that broker acts on behalf of a seller
852 or buyer, through the purchase, sale, exchange, issuance,
853 repurchase, or redemption of, or a business combination
854 involving, securities or assets of the eligible privately held
855 company.
856 6.5. “Public Shell company” means a company that at the
857 time of a transaction with an eligible privately held company:
858 a. Has any class of securities which is registered, or
859 which is required to be registered, with the United States
860 Securities and Exchange Commission under the Securities Exchange
861 Act of 1934, 15 U.S.C. ss. 78a et seq., or with the office under
862 s. 517.07, or for which the company files, or is required to
863 file, summary and periodic information, documents, and reports
864 under s. 15(d) of the Securities Exchange Act of 1934, 15 U.S.C.
865 s. 78o(d);
866 a.b. Has nominal or no operations.; and
867 b.c. Has nominal assets or no assets, assets consisting
868 solely of cash and cash equivalents, or assets consisting of any
869 amount of cash and cash equivalents and nominal other assets.
870 (b) Prior to the completion of any securities transaction
871 described in s. 517.061(7), a merger and acquisition broker must
872 receive written assurances from the control person with the
873 largest percentage of ownership for both the buyer and seller
874 engaged in the transaction that:
875 1. 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 a control person of
878 the eligible privately held company or will be a control person
879 for the business conducted with the assets of the eligible
880 privately held company.; and
881 2. After the transaction is completed, any person who
882 acquires securities or assets of the eligible privately held
883 company, acting alone or in concert, will be active in the
884 management of the eligible privately held company or the
885 business conducted with the assets of the eligible privately
886 held company, and active in the management of the assets of the
887 eligible privately held company, by engaging in acts and
888 activities that include, but are not limited to, the following:
889 a. Electing executive officers.
890 b. Approving the annual budget.
891 c. Serving as an executive or other executive manager.
892 d. Carrying out such other activities as the commission may
893 by rule determine to be in the public interest.
894 3.2. If any person is offered securities in exchange for
895 securities or assets of the eligible privately held company,
896 such person will, before becoming legally bound to complete the
897 transaction, receive or be given reasonable access to the most
898 recent year-end financial statements of the issuer of the
899 securities offered in exchange. The most recent year-end
900 financial statements shall be customarily prepared by the
901 issuer’s management in the normal course of operations. If the
902 financial statements of the issuer are audited, reviewed, or
903 compiled, the most recent year-end financial statements must
904 include any related statement by the independent certified
905 public accountant; a balance sheet dated not more than 120 days
906 before the date of the exchange offer; and information
907 pertaining to the management, business, results of operations
908 for the period covered by the foregoing financial statements,
909 and material loss contingencies of the issuer.
910 (c) A merger and acquisition broker engaged in a
911 transaction exempt under s. 517.061(7) is exempt from
912 registration under this section unless the merger and
913 acquisition broker:
914 1. Directly or indirectly, in connection with the transfer
915 of ownership of an eligible privately held company, receives,
916 holds, transmits, or has custody of the funds or securities to
917 be exchanged by the parties to the transaction;
918 2. Engages on behalf of an issuer in a public offering of
919 any class of securities which is registered, or which is
920 required to be registered, with the United States Securities and
921 Exchange Commission under the Securities Exchange Act of 1934,
922 15 U.S.C. ss. 78a et seq., as amended, or with the office under
923 s. 517.07; or for which the issuer files, or is required to
924 file, periodic information, documents, and reports under s.
925 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. s.
926 78o(d), as amended;
927 3. Engages on behalf of any party in a transaction
928 involving a public shell company, other than a business
929 combination related shell company;
930 4. Directly, or indirectly through any of its affiliates,
931 provides financing related to the transfer of ownership of an
932 eligible privately held company;
933 5. Assists any party to obtain financing from an
934 unaffiliated third party without:
935 a. Complying with all other applicable laws in connection
936 with such assistance, including, if applicable, Regulation T
937 under 12 C.F.R. ss. 220 et seq., as amended; and
938 b. Disclosing any compensation in writing to the party;
939 6. Represents both the buyer and the seller in the same
940 transaction without providing clear written disclosure as to the
941 parties the broker represents and obtaining written consent from
942 both parties to the joint representation;
943 7. Facilitates a transaction with a group of buyers formed
944 with the assistance of the merger and acquisition broker to
945 acquire the eligible privately held company;
946 8. Engages in a transaction involving the transfer of
947 ownership of an eligible privately held company to a passive
948 buyer or group of passive buyers;
949 9. Binds a party to a transfer of ownership of an eligible
950 privately held company; or
951 10. Is subject to, or an officer, director, member,
952 manager, partner, or employee of the broker is subject to, the
953 following disciplinary actions:
954 a. Has been barred from association with a broker or dealer
955 by the Securities and Exchange Commission, any state, or any
956 self-regulatory organization; or
957 b. Is suspended from association with a broker or dealer.
958 4. Is subject to a suspension or revocation of registration
959 under s. 15(b)(4) of the Securities Exchange Act of 1934, 15
960 U.S.C. s. 78o(b)(4);
961 5. Is subject to a statutory disqualification described in
962 s. 3(a)(39) of the Securities Exchange Act of 1934, 15 U.S.C. s.
963 78c(a)(39);
964 6. Is subject to a disqualification under the United States
965 Securities and Exchange Commission Rule 506(d), 17 C.F.R. s.
966 230.506(d); or
967 7. Is subject to a final order described in s. 15(b)(4)(H)
968 of the Securities Exchange Act of 1934, 15 U.S.C. s.
969 78o(b)(4)(H).
970 Section 9. Subsection (1), paragraph (a) of subsection (2),
971 and subsections (3) and (5) of section 517.131, Florida
972 Statutes, are amended to read:
973 517.131 Securities Guaranty Fund.—
974 (1) As used in this section, the term:
975 (a) “Final judgment” includes an arbitration award
976 confirmed by a court of competent jurisdiction.
977 (b) “Restitution order” means a court order awarding a
978 specified monetary amount to a named aggrieved person for a
979 violation of s. 517.07 or s. 517.301 to be paid by a named
980 violator.
981 (2)(a) The Chief Financial Officer shall establish a
982 Securities Guaranty Fund to provide monetary relief to victims
983 of securities violations under this chapter who are entitled to
984 monetary damages or restitution and cannot recover the full
985 amount of such monetary damages or restitution from the
986 wrongdoer. An amount not exceeding 20 percent of all revenues
987 received as assessment fees pursuant to s. 517.12(10) and (11)
988 s. 517.12(9) and (10) for dealers and investment advisers or s.
989 517.1201 for federal covered advisers and an amount not
990 exceeding 10 percent of all revenues received as assessment fees
991 pursuant to s. 517.12(10) and (11) s. 517.12(9) and (10) for
992 associated persons must be part of the regular registration
993 license fee and must be transferred to or deposited in the
994 Securities Guaranty Fund.
995 (3) A person is eligible for payment from the Securities
996 Guaranty Fund if the person:
997 (a)1. Is a judgment creditor in Holds an unsatisfied final
998 judgment or a named beneficiary or victim in an unsatisfied
999 restitution order entered on or after October 1, 2024, in which
1000 a wrongdoer was found to have violated s. 517.07 or s. 517.301;
1001 2. Has applied any amount recovered from the judgment
1002 debtor, a person ordered to pay restitution, or any other source
1003 to the damages awarded in a final judgment or restitution order
1004 by the court or arbitrator; and
1005 3. Is a natural person who was a resident of this state, or
1006 is a business entity that was domiciled in this state, at the
1007 time of the violation of s. 517.07 or s. 517.301; or
1008 (b) Is a receiver appointed pursuant to s. 517.191(2) by a
1009 court of competent jurisdiction for a wrongdoer ordered to pay
1010 restitution under s. 517.191(3) as a result of a violation of s.
1011 517.07 or s. 517.301 which has requested payment from the
1012 Securities Guaranty Fund on behalf of a person eligible for
1013 payment under paragraph (a).
1014
1015 If a person holds an unsatisfied final judgment or restitution
1016 order entered before October 1, 2024, in which a wrongdoer was
1017 found to have violated s. 517.07 or s. 517.301, such person’s
1018 claim for payment from the Securities Guaranty Fund shall be
1019 governed by the terms of this section and s. 517.141 which were
1020 effective on the date of such final judgment or restitution
1021 order.
1022 (5) An eligible person, or a receiver on behalf of the
1023 eligible person, seeking payment from the Securities Guaranty
1024 Fund must file with the office a written application on a form
1025 that the commission may prescribe by rule. The commission may
1026 adopt by rule procedures for filing documents by electronic
1027 means, provided that such procedures provide the office with the
1028 information and data required by this section. The application
1029 must be filed with the office within 1 year after the date of
1030 the final judgment, the date on which a restitution order has
1031 been ripe for execution, or the date of any appellate decision
1032 thereon, and, at minimum, must contain all of the following
1033 information:
1034 (a) The eligible person’s and, if applicable, the
1035 receiver’s full names, addresses, and contact information.
1036 (b) The name of the judgment debtor or person ordered to
1037 pay restitution.
1038 (c) If the eligible person is a business entity, the
1039 eligible person’s type and place of organization and, as
1040 applicable, a copy, as amended, of its articles of
1041 incorporation, articles of organization, trust agreement, or
1042 partnership agreement.
1043 (d) A copy of any final judgment or and a copy thereof.
1044 (e) Any restitution order pursuant to s. 517.191(3), and a
1045 copy thereof.
1046 (e)(f) An affidavit from the eligible person stating either
1047 one of the following:
1048 1. That the eligible person has made all reasonable
1049 searches and inquiries to ascertain whether the judgment debtor
1050 or person ordered to pay restitution possesses real or personal
1051 property or other assets subject to being sold or applied in
1052 satisfaction of the final judgment or restitution order and, by
1053 the eligible person’s search, that the eligible person has not
1054 discovered any property or assets.
1055 2. That the eligible person has taken necessary action on
1056 the property and assets of the wrongdoers but the final judgment
1057 or restitution order remains unsatisfied.
1058 (f)(g) If the application is filed by the receiver, an
1059 affidavit from the receiver stating the amount of restitution
1060 owed to the eligible person on whose behalf the claim is filed;
1061 the amount of any money, property, or assets paid to the
1062 eligible person on whose behalf the claim is filed by the person
1063 over whom the receiver is appointed; and the amount of any
1064 unsatisfied portion of any eligible person’s restitution order
1065 of restitution.
1066 (g)(h) The eligible person’s residence or domicile at the
1067 time of the violation of s. 517.07 or s. 517.301 which resulted
1068 in the eligible person’s monetary damages.
1069 (h)(i) The amount of any unsatisfied portion of the
1070 eligible person’s final judgment or restitution order.
1071 (i)(j) Whether an appeal or motion to vacate an arbitration
1072 award has been filed.
1073 Section 10. Subsection (3) of section 517.301, Florida
1074 Statutes, is amended to read:
1075 517.301 Fraudulent transactions; falsification or
1076 concealment of facts.—
1077 (3) It is unlawful for a person in issuing or selling a
1078 security within this state, including a security exempted under
1079 s. 517.051 and including a transaction exempted under s.
1080 517.061, s. 517.0611, or s. 517.0612, to misrepresent that such
1081 security or person business entity has been guaranteed,
1082 sponsored, recommended, or approved by the state or an agency or
1083 officer of the state or by the United States or an agency or
1084 officer of the United States.
1085 Section 11. Subsection (1) of section 517.211, Florida
1086 Statutes, is amended to read:
1087 517.211 Private remedies available in cases of unlawful
1088 sale.—
1089 (1) Every sale made in violation of either s. 517.07 or s.
1090 517.12(1), (3), (4), (9), (11), (13), (16), or (18) s.
1091 517.12(1), (3), (4), (8), (10), (12), (15), or (17) may be
1092 rescinded at the election of the purchaser; however, a sale made
1093 in violation of the provisions of s. 517.1202(3) relating to a
1094 renewal of a branch office notification or in violation of the
1095 provisions of s. 517.12(13) s. 517.12(12) relating to filing a
1096 change of address amendment is not subject to this section. Each
1097 person making the sale and every director, officer, partner, or
1098 agent of or for the seller, if the director, officer, partner,
1099 or agent has personally participated or aided in making the
1100 sale, is jointly and severally liable to the purchaser in an
1101 action for rescission, if the purchaser still owns the security,
1102 or for damages, if the purchaser has sold the security. No
1103 purchaser otherwise entitled will have the benefit of this
1104 subsection who has refused or failed, within 30 days after
1105 receipt, to accept an offer made in writing by the seller, if
1106 the purchaser has not sold the security, to take back the
1107 security in question and to refund the full amount paid by the
1108 purchaser or, if the purchaser has sold the security, to pay the
1109 purchaser an amount equal to the difference between the amount
1110 paid for the security and the amount received by the purchaser
1111 on the sale of the security, together, in either case, with
1112 interest on the full amount paid for the security by the
1113 purchaser at the legal rate, pursuant to s. 55.03, for the
1114 period from the date of payment by the purchaser to the date of
1115 repayment, less the amount of any income received by the
1116 purchaser on the security.
1117 Section 12. Subsection (2) of section 517.315, Florida
1118 Statutes, is amended to read:
1119 517.315 Fees.—All fees of any nature collected by the
1120 office pursuant to this chapter shall be disbursed as follows:
1121 (2) After the transfer required in subsection (1), the
1122 office shall transfer the $50 assessment fee collected from each
1123 associated person under s. 517.12(10) and (11) s. 517.12(9) and
1124 (10) and 30.44 percent of the $100 assessment fee paid by
1125 dealers and investment advisers for each office in the state
1126 under s. 517.12(10) and (11) s. 517.12(9) and (10) to the
1127 Regulatory Trust Fund.
1128 Section 13. This act shall take effect upon becoming a law.
