Florida Senate - 2013 COMMITTEE AMENDMENT
Bill No. SB 814
Barcode 837952
LEGISLATIVE ACTION
Senate . House
Comm: RCS .
04/09/2013 .
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The Committee on Banking and Insurance (Montford) recommended
the following:
1 Senate Amendment (with title amendment)
2
3 Delete everything after the enacting clause
4 and insert:
5 Section 1. Subsections (5), (6), (10), (11), (12), (14),
6 and (15) of section 517.12, Florida Statutes, are amended to
7 read:
8 517.12 Registration of dealers, associated persons, and
9 investment advisers, and branch offices.—
10 (5) No dealer or investment adviser shall conduct business
11 from a branch office within this state unless the branch office
12 is notice-filed with the office pursuant to s. 517.1202
13 registered with the office pursuant to the provisions of this
14 section.
15 (6) A dealer, associated person, or investment adviser, or
16 branch office, in order to obtain registration, must file with
17 the office a written application, on a form which the commission
18 may by rule prescribe. The commission may establish, by rule,
19 procedures for depositing fees and filing documents by
20 electronic means provided such procedures provide the office
21 with the information and data required by this section. Each
22 dealer or investment adviser must also file an irrevocable
23 written consent to service of civil process similar to that
24 provided for in s. 517.101. The application shall contain such
25 information as the commission or office may require concerning
26 such matters as:
27 (a) The name of the applicant and the address of its
28 principal office and each office in this state.
29 (b) The applicant’s form and place of organization; and, if
30 the applicant is a corporation, a copy of its articles of
31 incorporation and amendments to the articles of incorporation
32 or, if a partnership, a copy of the partnership agreement.
33 (c) The applicant’s proposed method of doing business and
34 financial condition and history, including a certified financial
35 statement showing all assets and all liabilities, including
36 contingent liabilities of the applicant as of a date not more
37 than 90 days prior to the filing of the application.
38 (d) The names and addresses of all associated persons of
39 the applicant to be employed in this state and the offices to
40 which they will be assigned.
41 (10) An applicant for registration shall pay an assessment
42 fee of $200, in the case of a dealer or investment adviser, or
43 $50, in the case of an associated person. An associated person
44 may be assessed an additional fee to cover the cost for the
45 fingerprint cards to be processed by the office. Such fee shall
46 be determined by rule of the commission. Each dealer and each
47 investment adviser shall pay an assessment fee of $100 for each
48 office in this state. Such fees become the revenue of the state,
49 except for those assessments provided for under s. 517.131(1)
50 until such time as the Securities Guaranty Fund satisfies the
51 statutory limits, and are not returnable in the event that
52 registration is withdrawn or not granted.
53 (11) If the office finds that the applicant is of good
54 repute and character and has complied with the provisions of
55 this chapter and the rules made pursuant hereto, it shall
56 register the applicant. The registration of each dealer,
57 investment adviser, branch office, and associated person expires
58 on December 31 of the year the registration became effective
59 unless the registrant has renewed his or her registration on or
60 before that date. The commission may establish by rule
61 procedures for renewing the registration of a branch office
62 through the Central Registration Depository. Registration may be
63 renewed by furnishing such information as the commission may
64 require, together with payment of the fee required in subsection
65 (10) for dealers, investment advisers, or associated persons, or
66 branch offices and the payment of any amount lawfully due and
67 owing to the office pursuant to any order of the office or
68 pursuant to any agreement with the office. Any dealer,
69 investment adviser, or associated person, or branch office
70 registrant who has not renewed a registration by the time the
71 current registration expires may request reinstatement of such
72 registration by filing with the office, on or before January 31
73 of the year following the year of expiration, such information
74 as may be required by the commission, together with payment of
75 the fee required in subsection (10) for dealers, investment
76 advisers, or associated persons, or branch office and a late fee
77 equal to the amount of such fee. Any reinstatement of
78 registration granted by the office during the month of January
79 shall be deemed effective retroactive to January 1 of that year.
80 (12)(a) The office may issue a license to a dealer,
81 investment adviser, or associated person, or branch office to
82 evidence registration under this chapter. The office may require
83 the return to the office of any license it may issue prior to
84 issuing a new license.
85 (b) Every dealer, investment adviser, or federal covered
86 adviser shall promptly file with the office, as prescribed by
87 rules adopted by the commission, notice as to the termination of
88 employment of any associated person registered for such dealer
89 or investment adviser in this state and shall also furnish the
90 reason or reasons for such termination.
91 (c) Each dealer or investment adviser shall designate in
92 writing to, and register with, the office a manager for each
93 office the dealer or investment adviser has in this state.
94 (14) Every dealer or, investment adviser, or branch office
95 registered or required to be registered, or branch office
96 notice-filed or required to be notice-filed, with the office
97 shall keep records of all currency transactions in excess of
98 $10,000 and shall file reports, as prescribed under the
99 financial recordkeeping regulations in 31 C.F.R. part 103, with
100 the office when transactions occur in or from this state. All
101 reports required by this subsection to be filed with the office
102 shall be confidential and exempt from s. 119.07(1) except that
103 any law enforcement agency or the Department of Revenue shall
104 have access to, and shall be authorized to inspect and copy,
105 such reports.
106 (15)(a) In order to facilitate uniformity and streamline
107 procedures for persons who are subject to registration or
108 notification in multiple jurisdictions, the commission may adopt
109 by rule uniform forms that have been approved by the Securities
110 and Exchange Commission, and any subsequent amendments to such
111 forms, if the forms are substantially consistent with the
112 provisions of this chapter. Uniform forms that the commission
113 may adopt to administer this section include, but are not
114 limited to:
115 1. Form BR, Uniform Branch Office Registration Form,
116 adopted October 2005.
117 2. Form U4, Uniform Application for Securities Industry
118 Registration or Transfer, adopted October 2005.
119 3. Form U5, Uniform Termination Notice for Securities
120 Industry Registration, adopted October 2005.
121 4. Form ADV, Uniform Application for Investment Adviser
122 Registration, adopted October 2003.
123 5. Form ADV-W, Notice of Withdrawal from Registration as an
124 Investment Adviser, adopted October 2003.
125 6. Form BD, Uniform Application for Broker-Dealer
126 Registration, adopted July 1999.
127 7. Form BDW, Uniform Request for Broker-Dealer Withdrawal,
128 adopted August 1999.
129 (b) In lieu of filing with the office the applications
130 specified in subsection (6), the fees required by subsection
131 (10), the renewals required by subsection (11), and the
132 termination notices required by subsection (12), the commission
133 may by rule establish procedures for the deposit of such fees
134 and documents with the Central Registration Depository or the
135 Investment Adviser Registration Depository of the Financial
136 Industry Regulatory Authority, as developed under contract with
137 the North American Securities Administrators Association, Inc.
138 Section 2. Section 517.1202, Florida Statutes, is created
139 to read:
140 517.1202 Notice filing requirements for branch offices.—
141 (1) It is unlawful for a dealer or investment adviser to
142 conduct business from a branch office in this state unless the
143 dealer or investment adviser has made a branch office notice
144 filing with the office. A notice filing under this section
145 consists of a form that the commission may prescribe by rule.
146 The commission may establish, by rule, procedures for the
147 deposit of fees and filing of documents by electronic means if
148 the procedures provide the office with the information and data
149 required by this section.
150 (2) A notice filing shall be effective upon receipt by the
151 office of the form and filing fee. Each dealer and each
152 investment adviser shall pay a filing fee of $100 for each
153 branch office in this state.
154 (3) A notice filing shall expire on December 31 of the year
155 in which the filing became effective unless the dealer or
156 investment adviser has renewed the filing on or before that
157 date. A dealer or investment adviser may renew a branch office
158 notice filing by furnishing to the office such information as
159 the commission or office may require, together with a renewal
160 fee of $100 and the payment of any amount due and owing the
161 office pursuant to any agreement with the office. Any dealer or
162 investment adviser who has not renewed a branch office notice
163 filing by the time a current notice filing expires may request
164 reinstatement of such notice filing by filing with the office,
165 on or before January 31 of the year following the year the
166 notice filing expires, such information as the commission or
167 office may require, together with the filing fee of $100 and a
168 late fee equal to $100. Any reinstatement of a branch office
169 notice filing granted by the office during the month of January
170 shall be deemed effective retroactive to January 1 of that year.
171 (4) A branch office notice filing under this section shall
172 be summarily suspended by the office if the notice filer fails
173 to provide to the office, within 30 days after a written request
174 by the office, all of the information required by this section
175 and the rules adopted under this section. The summary suspension
176 shall be in effect for the branch office until such time as the
177 notice filer submits the requested information to the office,
178 pays a fine as prescribed by s. 517.221(3), and a final order is
179 entered. At such time, the suspension shall be lifted. For
180 purposes of s. 120.60(6), failure to provide all information
181 required by this section and the underlying rules constitutes
182 immediate and serious danger to the public health, safety, and
183 welfare. If the notice filer fails to provide all of the
184 requested information within a period of 90 days, the notice
185 filing shall be revoked by the office.
186 (5) Notification under this section may be revoked by the
187 office if the notice filer makes payment to the office for a
188 branch office notice filing with a check or electronic
189 transmission of funds which is dishonored by the notice filer’s
190 financial institution.
191 (6) The commission may require, by rule, a dealer or
192 investment adviser who has made a branch office notice filing
193 pursuant to this section to file amendments with the office.
194 (7) A branch office notice filing may be terminated by
195 filing notice of such termination with the office. Unless
196 another date is specified by the dealer or investment adviser,
197 such notice shall be effective upon its receipt by the office.
198 (8) All fees collected under this section become the
199 revenue of the state, except for those assessments provided for
200 under s. 517.131(1) until such time as the Securities Guaranty
201 Fund satisfies the statutory limits, and are not returnable in
202 the event that a branch office notice filing is withdrawn.
203 Section 3. Section 517.1205, Florida Statutes, is amended
204 to read:
205 517.1205 Registration of associated persons specific as to
206 securities dealer, investment adviser, or federal covered
207 adviser identified at time of registration approval.—Inasmuch as
208 this chapter is intended to protect investors in securities
209 offerings and other investment transactions regulated by that
210 chapter, its provisions are to be construed to require full and
211 fair disclosure of all, but only, those matters material to the
212 investor’s evaluation of the offering or other transaction. It
213 should, furthermore, be construed to impose the standards
214 provided by law on all those seeking to participate in the
215 state’s securities industry through registration as a securities
216 dealer, investment adviser, or associated person. To this end,
217 it is declared to be the intent of the Legislature that the
218 registration of associated persons required by law is specific
219 to the securities dealer, investment adviser, or federal covered
220 adviser identified at the time such registration is approved.
221 Notwithstanding any interpretation of law to the contrary, the
222 historical practice of the Department of Banking and Finance,
223 reflected in its rules, that requires a new application for
224 registration from a previously registered associated person when
225 that person seeks to be associated with a new securities dealer
226 or investment adviser is hereby ratified and approved as
227 consistent with legislative intent. It is, finally, declared to
228 be the intent of the Legislature that while approval of an
229 application for registration of a securities dealer, investment
230 adviser, or associated person, or branch office requires a
231 finding of the applicant’s good repute and character, such
232 finding is precluded by a determination that the applicant may
233 be denied registration on grounds provided by law.
234 Section 4. Subsections (2) and (3) of section 517.121,
235 Florida Statutes, are amended to read:
236 517.121 Books and records requirements; examinations.—
237 (2) The office shall, at intermittent periods, examine the
238 affairs and books and records of each registered dealer,
239 investment adviser, branch office, or associated person, or
240 branch office notice-filed with the office, or require such
241 records and reports to be submitted to it as required by rule of
242 the commission, to determine compliance with this act.
243 (3) Registration under s. 517.12 or notification under s.
244 517.1202 may be summarily suspended by the office pursuant to s.
245 120.60(6) if the registrant or notice-filed branch office fails
246 to promptly provide to the office, after a written request, any
247 of the records required by this section and the rules adopted
248 under this section. The suspension may be rescinded if the
249 registrant or notice-filed branch office submits the requested
250 records to the office. For purposes of s. 120.60(6), failure to
251 provide substantially all of such records constitutes immediate
252 and serious danger to the public health, safety, and welfare.
253 Section 5. Paragraphs (j) and (n) of subsection (1) of
254 section 517.161, Florida Statutes, are amended to read:
255 517.161 Revocation, denial, or suspension of registration
256 of dealer, investment adviser, or associated person, or branch
257 office.—
258 (1) Registration under s. 517.12 may be denied or any
259 registration granted may be revoked, restricted, or suspended by
260 the office if the office determines that such applicant or
261 registrant; any member, principal, or director of the applicant
262 or registrant or any person having a similar status or
263 performing similar functions; or any person directly or
264 indirectly controlling the applicant or registrant:
265 (j) Has been convicted of, or has entered a plea of guilty
266 or nolo contendere to, regardless of whether adjudication was
267 withheld, a crime against the laws of this state or any other
268 state or of the United States or of any other country or
269 government which relates to registration as a dealer, investment
270 adviser, issuer of securities, or associated person, or branch
271 office; which relates to the application for such registration;
272 or which involves moral turpitude or fraudulent or dishonest
273 dealing;
274 (n) Made payment to the office for a registration or notice
275 filing with a check or electronic transmission of funds that is
276 dishonored by the applicant’s or, registrant’s, or notice
277 filer’s financial institution.
278 Section 6. Paragraph (b) of subsection (2) of section
279 517.1611, Florida Statutes, is amended to read:
280 517.1611 Guidelines.—
281 (2) The commission shall adopt by rule disqualifying
282 periods pursuant to which an applicant will be disqualified from
283 eligibility for registration based upon criminal convictions,
284 pleas of nolo contendere, or pleas of guilt, regardless of
285 whether adjudication was withheld, by the applicant; any
286 partner, member, officer, or director of the applicant or any
287 person having a similar status or performing similar functions;
288 or any person directly or indirectly controlling the applicant.
289 (b) The disqualifying periods shall be related to crimes
290 involving registration as a dealer, investment adviser, issuer
291 of securities, or associated person, or branch office or the
292 application for such registration or involving moral turpitude
293 or fraudulent or dishonest dealing.
294 Section 7. Subsection (1) of section 517.211, Florida
295 Statutes, is amended to read:
296 517.211 Remedies available in cases of unlawful sale.—
297 (1) Every sale made in violation of either s. 517.07 or s.
298 517.12(1), (4), (5), (9), (11), (13), (16), or (18) may be
299 rescinded at the election of the purchaser, except a sale made
300 in violation of the provisions of s. 517.1202(3) 517.12(11)
301 relating to a renewal of a branch office notification
302 registration shall not be subject to this section, and a sale
303 made in violation of the provisions of s. 517.12(13) relating to
304 filing a change of address amendment shall not be subject to
305 this section. Each person making the sale and every director,
306 officer, partner, or agent of or for the seller, if the
307 director, officer, partner, or agent has personally participated
308 or aided in making the sale, is jointly and severally liable to
309 the purchaser in an action for rescission, if the purchaser
310 still owns the security, or for damages, if the purchaser has
311 sold the security. No purchaser otherwise entitled will have the
312 benefit of this subsection who has refused or failed, within 30
313 days of receipt, to accept an offer made in writing by the
314 seller, if the purchaser has not sold the security, to take back
315 the security in question and to refund the full amount paid by
316 the purchaser or, if the purchaser has sold the security, to pay
317 the purchaser an amount equal to the difference between the
318 amount paid for the security and the amount received by the
319 purchaser on the sale of the security, together, in either case,
320 with interest on the full amount paid for the security by the
321 purchaser at the legal rate, pursuant to s. 55.03, for the
322 period from the date of payment by the purchaser to the date of
323 repayment, less the amount of any income received by the
324 purchaser on the security.
325 Section 8. This act shall take effect October 1, 2013.
326
327 ================= T I T L E A M E N D M E N T ================
328 And the title is amended as follows:
329 Delete everything before the enacting clause
330 and insert:
331 A bill to be entitled
332 An act relating to branch offices conducting
333 securities transactions; amending s. 517.12, F.S.;
334 providing for a branch office notice filing with the
335 Office of Financial Regulation in lieu of
336 registration; creating s. 517.1202, F.S.; prohibiting
337 a securities dealer or investment advisor from
338 conducting business from a branch office unless a
339 specified notice has been filed with the office;
340 providing requirements and procedures with respect to
341 notice filing for branch offices; authorizing the
342 Financial Services Commission to adopt rules relating
343 to such notice filings; providing a fee for a branch
344 office notice filing; providing for expiration,
345 renewal, suspension, revocation, and termination of
346 branch office notice filings under specified
347 circumstances; providing applicability and
348 construction with respect to fees collected for branch
349 office notice filings; amending ss. 517.1205, 517.121,
350 517.161, 517.1611, and 517.211, F.S.; conforming
351 provisions to changes made by the act with respect to
352 requiring branch office notice filings with the Office
353 of Financial Regulation in lieu of registration;
354 providing an effective date.