Florida Senate - 2016 SB 1106
By Senator Flores
37-00945-16 20161106__
1 A bill to be entitled
2 An act relating to limited purpose international trust
3 company representative offices; amending s. 663.01,
4 F.S.; defining terms; amending ss. 655.966 and
5 662.111, F.S.; conforming cross-references; amending
6 s. 663.02, F.S.; providing applicability of state
7 banking laws to limited purpose international trust
8 company representative offices; amending s. 663.03,
9 F.S.; revising applicability of certain acts; creating
10 s. 663.045, F.S.; exempting a limited purpose
11 international trust company representative office from
12 licensing requirements; requiring certain entities to
13 be registered; specifying required information on an
14 application for registration; requiring a sworn
15 statement by a specified person affirming certain
16 statements; specifying procedures for the Office of
17 Financial Regulation to review an application;
18 requiring the office to register an applicant if
19 certain criteria are satisfied; specifying procedures
20 for incomplete or deficient applications; specifying
21 time limits for the office to approve or deny an
22 application; specifying procedures for the office to
23 deny an application; requiring an applicant to provide
24 the office with a specified fidelity bond; specifying
25 the duration of a registration; providing that the
26 office is not responsible for examining certain
27 entities regarding the safety and soundness of their
28 operations; providing applicability; amending s.
29 120.80, F.S.; exempting applications for registration
30 of limited purpose international trust company
31 representative offices from certain provisions of ch.
32 120, F.S.; creating s. 663.046, F.S.; providing
33 procedures and a fee for registration renewals;
34 providing applicability; amending s. 663.055, F.S.;
35 specifying capital requirements for a limited purpose
36 international trust company representative office;
37 creating s. 663.057, F.S.; specifying certain
38 requirements for a limited purpose international trust
39 company representative office; creating s. 663.058,
40 F.S.; requiring a limited purpose international trust
41 company representative office to procure and maintain
42 a specified fidelity bond to indemnify against certain
43 loss; providing fidelity bond requirements for an
44 applicant; providing certain requirements for a
45 corporate surety; requiring a limited purpose
46 international trust company representative office to
47 procure and maintain specified liability insurance
48 coverage to cover certain acts and omissions; amending
49 s. 663.0625, F.S.; specifying permissible and
50 prohibited activities by a limited purpose
51 international trust company representative office and
52 by certain employees; requiring a specified written
53 disclosure; amending s. 663.09, F.S.; requiring a
54 limited purpose international trust company
55 representative office to file specified reports with
56 the office; requiring a limited purpose international
57 trust company representative office to notify the
58 office, on a specified form and within a specified
59 time, of certain events; authorizing the office to
60 conduct an investigation of a limited purpose
61 international trust company representative office;
62 creating s. 663.095, F.S.; providing grounds for which
63 the office may revoke the registration of a limited
64 purpose international trust company representative
65 office; specifying procedures for the office to revoke
66 a registration; authorizing the office to seek a court
67 order to annul or dissolve a limited purpose
68 international trust company under certain
69 circumstances; creating s. 663.096, F.S.; authorizing
70 the office to issue and serve a complaint for a cease
71 and desist order based on certain violations;
72 specifying procedures for the issuance of a cease and
73 desist order and for contesting the office’s action;
74 specifying procedures for the issuance of an emergency
75 cease and desist order; providing requirements for a
76 limited purpose international trust company
77 representative office to wind up its affairs after
78 entry of an order; authorizing the office to seek a
79 court order to annul or dissolve a limited purpose
80 international trust company representative office
81 under certain circumstances; creating s. 663.115,
82 F.S.; providing requirements for a limited purpose
83 international trust company representative office
84 discontinuing its business; amending s. 663.12, F.S.;
85 specifying fees for registration and conversion to or
86 from a license; providing an effective date.
87
88 Be It Enacted by the Legislature of the State of Florida:
89
90 Section 1. Present subsections (1) through (9) of section
91 663.01, Florida Statutes, are redesignated as subsections (2)
92 through (10), respectively, present subsections (10) and (11) of
93 that section are redesignated as subsections (12) and (13),
94 respectively, and new subsections (1) and (11) are added to that
95 section, to read:
96 663.01 Definitions.—As used in this part, the term:
97 (1) “Affiliated international trust company” means an
98 international trust company that is a member of the same
99 business organization as a limited purpose international trust
100 company representative office and that does not provide
101 depository, investment management, or brokerage services in
102 conjunction with its trust business. An affiliated international
103 trust company is not an international banking corporation as
104 defined in subsection (7).
105 (11) “Limited purpose international trust company
106 representative office” means an office organized under the laws
107 of this state and registered and maintained in this state for
108 the purpose of engaging in nonfiduciary activities described in
109 s. 663.0625(2), and which is not licensed as an international
110 trust company representative office.
111 Section 2. Paragraph (a) of subsection (2) of section
112 655.966, Florida Statutes, is amended to read:
113 655.966 Automated teller machine; surcharge disclosure.—
114 (2)(a) Subject to the requirements of subsection (1), an
115 agreement to operate or share an automated teller machine may
116 not prohibit, limit, or restrict the right of the operator or
117 owner of an automated teller machine, as defined in s.
118 655.960(3), to charge an access fee or surcharge, not otherwise
119 prohibited under state or federal law, to a customer conducting
120 a transaction using an account from an international banking
121 corporation as defined in s. 663.01(7) s. 663.01(6).
122 Section 3. Paragraph (e) of subsection (15) of section
123 662.111, Florida Statutes, is amended to read:
124 662.111 Definitions.—As used in this chapter, the term:
125 (15) “Foreign licensed family trust company” means a family
126 trust company that:
127 (e) Is not owned by, or a subsidiary of, a corporation,
128 limited liability company, or other business entity that is
129 organized in or licensed by any foreign country as defined in s.
130 663.01(4) s. 663.01(3).
131 Section 4. Subsection (3) is added to section 663.02,
132 Florida Statutes, to read:
133 663.02 Applicability of state banking laws.—
134 (3)(a) If a limited purpose international trust company
135 representative office limits its activities to the activities
136 authorized under s. 663.0625, other sections of the financial
137 institutions codes do not apply to it except as otherwise
138 expressly provided in this chapter.
139 (b) A limited purpose international trust company
140 representative office is a financial institution solely for
141 purposes of the applicability of s. 655.012, relating to general
142 supervisory powers and rulemaking, and s. 655.057, relating to
143 records and limitations on public access to records, except if
144 it appears from the context that such provisions are clearly
145 applicable only to banks or trust companies organized under the
146 laws of this state.
147 (c) This section does not limit the office’s authority to
148 investigate an entity to ensure that it does not violate this
149 chapter or applicable provisions of the financial institutions
150 codes.
151 Section 5. Section 663.03, Florida Statutes, is amended to
152 read:
153 663.03 Applicability of the Florida Business Corporation
154 Act and the Florida Revised Limited Liability Company Act.
155 Notwithstanding ss. 605.0102(25) and (26) and 607.01401(12) s.
156 607.01401(12), the provisions of chapter 605 and of part I of
157 chapter 607 not in conflict with the financial institutions
158 codes which relate to foreign limited liability companies or
159 foreign corporations apply to all international banking
160 corporations and their offices doing business in this state and
161 to limited purpose international trust company representative
162 offices.
163 Section 6. Section 663.045, Florida Statutes, is created to
164 read:
165 663.045 Registration of a limited purpose international
166 trust company representative office; application for
167 registration; approval or disapproval.—
168 (1) A limited purpose international trust company
169 representative office is not required to obtain a license under
170 this chapter. However, a limited purpose international trust
171 company representative office is required to be registered with
172 the office if it transacts limited purpose international trust
173 company representative office business in this state or
174 maintains in this state any office for carrying on such
175 business. An affiliate, subsidiary, or other person or business
176 entity acting as an agent for, on behalf of, or for the benefit
177 of such limited purpose international trust company
178 representative office, which engages in such activities in this
179 state or maintains in this state any office for carrying on such
180 business, is also required to be registered with the office.
181 (2) A person required to be registered under subsection (1)
182 shall register with the office on forms prescribed by the office
183 and provide the following information in English:
184 (a) The name of the proposed limited purpose international
185 trust company representative office, which need not be in
186 English.
187 (b) A copy of the articles of incorporation or articles of
188 organization and the bylaws or operating agreement of the
189 proposed limited purpose international trust company
190 representative office.
191 (c) The physical address and mailing address of the
192 proposed limited purpose international trust company
193 representative office, which must be located in this state.
194 (d) A statement describing in detail the activities of the
195 proposed limited purpose international trust company
196 representative office.
197 (e) The name and biographical information of each
198 individual who will initially serve as a director, an officer, a
199 manager, or a member acting in a managerial capacity of the
200 proposed limited purpose international trust company
201 representative office.
202 (f) The name of the business organization to which the
203 limited purpose international trust company representative
204 office belongs, together with such biographical information as
205 the commission or office may reasonably require by rule for each
206 person who, together with related interests as defined in s.
207 655.005(1), owns or controls, directly or indirectly, 25 percent
208 or more of the voting stock or nonvoting stock that is
209 convertible into voting stock of the proposed limited purpose
210 international trust company representative office.
211 (g) The regulatory authorities that any affiliated
212 international trust company is subject to and proof of good
213 standing with such regulatory authorities. Such proof must be
214 translated into English if written in another language.
215 (h) The amount of the initial capital account of the
216 proposed limited purpose international trust company
217 representative office and the form in which the capital was paid
218 and will be maintained, as stated in a review conducted by an
219 independent certified public accountant licensed in this state.
220 (i) The type and amount of bonds or insurance that will be
221 procured and maintained by the proposed limited purpose
222 international trust company representative office pursuant to s.
223 663.058.
224 (j) A sworn statement signed by an executive officer of the
225 applicant affirming that the following statements are true:
226 1. The proposed limited purpose international trust company
227 representative office is not providing depository, investment
228 management, or fiduciary services and is providing only the
229 permissible activities as authorized in s. 663.0625(2).
230 2. No director, officer, manager, or member of the proposed
231 limited purpose international trust company representative
232 office or of any affiliated international trust company served
233 as a director, an officer, a manager, or a member acting in a
234 managerial capacity for an international trust company
235 representative office, an affiliated international trust
236 company, or a financial institution that was licensed under the
237 financial institutions codes, or by the Federal Government or
238 any other state, the District of Columbia, a territory of the
239 United States, or a foreign country, had that license suspended
240 or revoked within 10 years preceding the date of the
241 application.
242 3. No director, officer, or manager of, or member acting in
243 a managerial capacity for, the proposed limited purpose
244 international trust company representative office or an
245 affiliated international trust company has been convicted of, or
246 pled guilty or nolo contendere to, regardless of whether
247 adjudication of guilt was entered by the court, or has been the
248 subject of a civil penalty imposed for, a violation of the
249 financial institutions codes, including s. 655.50, chapter 896,
250 or similar state or federal law or related rule, or a crime
251 involving fraud, misrepresentation, or moral turpitude.
252 4. No director, officer, or manager of, or member acting in
253 a managerial capacity for, the proposed limited purpose
254 international trust company representative office or affiliated
255 international trust company has had a professional license
256 suspended or revoked within the 10 years preceding the date of
257 the application.
258 5. All information contained in the application is true and
259 correct to the best knowledge of the executive officer signing
260 the sworn statement on behalf of the proposed limited purpose
261 international trust company representative office.
262 (k) Any other information that is consistent with this
263 section, as required by commission rule.
264 (3) Upon the filing of the registration application by the
265 limited purpose international trust company representative
266 office, the office shall conduct an investigation to confirm:
267 (a) That the persons who will serve as directors or
268 officers of the corporation or, if the applicant is a limited
269 liability company, managers or members acting in a managerial
270 capacity, have not:
271 1. Been convicted of, or entered a plea of nolo contendere
272 to, a crime involving fraud, misrepresentation, or moral
273 turpitude;
274 2. Been convicted of, entered a plea of nolo contendere to,
275 or been the subject of a civil penalty imposed for, a violation
276 of the financial institutions codes, including s. 655.50,
277 chapter 896, or similar state or federal law;
278 3. Been directors, officers, managers, or members of a
279 trust company or financial institution licensed or chartered
280 under the financial institutions codes or by the Federal
281 Government or any other state, the District of Columbia, a
282 territory of the United States, or a foreign country and whose
283 license or charter was suspended or revoked within the 10 years
284 preceding the date of the application;
285 4. Had a professional license suspended or revoked within
286 the 10 years preceding the date of the application; or
287 5. Made a false statement of material fact on the
288 application.
289 (b) That capital accounts of the proposed limited purpose
290 international trust company conforming to s. 663.055(5) will be
291 established and that fidelity bonds and general liability
292 insurance coverage required under s. 663.058 will be issued and
293 effective as of the date the limited purpose international trust
294 company representative office commences operations.
295 (c) That each affiliated international trust company with
296 which it intends to engage in the activities authorized under s.
297 663.0625 is in good standing with the relevant regulatory body
298 that supervises the activity of such international trust
299 company.
300 (d) That the jurisdiction in which each affiliated
301 international trust company is organized and chartered is not
302 currently listed on the Financial Action Task Force Public
303 Statement or on its list of jurisdictions with deficiencies in
304 anti-money laundering or counter-terrorist financing.
305 (4) If the investigation required under this section
306 confirms that the applicant has met the requirements of ss.
307 663.055(5), 663.057, and 663.058, and that the criteria in
308 subsection (3) have been satisfied, the office shall register
309 the applicant to operate as a limited purpose international
310 trust company representative office.
311 (5) If the registration application is incomplete or the
312 office is unable to verify the information provided with the
313 application, the office shall notify the applicant in writing,
314 and the applicant shall have 30 days after receipt of such
315 notification to provide the required information. The office
316 shall deny the application if the applicant fails to timely
317 provide such information.
318 (6)(a) Notwithstanding chapter 120, an application may be
319 returned to the applicant on a one-time basis for correction of
320 substantial deficiencies and may be resubmitted without payment
321 of an additional fee if the applicant resubmits the application
322 within 60 days after the date the office returns the
323 application.
324 (b) With respect to affiliated international trust
325 companies, if some but not all of the criteria in paragraphs
326 (3)(c) and (d) are met, the applicant may resubmit the
327 application without the affiliated international trust companies
328 that do not meet the criteria, and the office shall permit
329 registration conditioned on the limited purpose international
330 trust company representative office not conducting activities
331 authorized in this state under s. 663.0625 with respect to any
332 such affiliated international trust companies that are removed
333 from the application.
334 (7) Notwithstanding s. 120.60(1), an application for
335 registration of a limited purpose international trust company
336 representative office must be approved or denied within 180 days
337 after receipt of the original application or receipt of the
338 timely requested additional information or correction of errors
339 or omissions. An application for registration not approved or
340 denied within the 180-day period shall be deemed approved
341 subject to the satisfactory completion of conditions required by
342 statute as a prerequisite to registration and approval of
343 insurance coverage by the appropriate insurer.
344 (8) If the office determines the criteria in subsection (3)
345 have not been met, the office must provide the applicant with a
346 notice of its intent to deny registration and of the applicant’s
347 right to request a hearing pursuant to ss. 120.569 and 120.57.
348 (9) Before the office may grant approval of a registration,
349 the applicant must provide to the office a fidelity bond that
350 meets the requirements of s. 663.058.
351 (10) A registration under this chapter shall be valid for 1
352 year after its effective date.
353 (11) The office is not responsible for examining a limited
354 purpose international trust company representative office or an
355 affiliated international trust company regarding the safety and
356 soundness of its operations.
357 (12) A company in operation as of October 1, 2016, which
358 meets the definition of a limited purpose international trust
359 company representative office and is not otherwise licensed
360 under this chapter must apply for registration as a limited
361 purpose international trust company representative office on or
362 before December 30, 2016, or cease doing business in this state.
363 Section 7. Subsection (3) of section 120.80, Florida
364 Statutes, is amended to read:
365 120.80 Exceptions and special requirements; agencies.—
366 (3) OFFICE OF FINANCIAL REGULATION.—
367 (a) Notwithstanding s. 120.60(1), in proceedings for the
368 issuance, denial, renewal, or amendment of a license or
369 registration or approval of a merger pursuant to title XXXVIII:
370 1.a. The Office of Financial Regulation of the Financial
371 Services Commission shall have published in the Florida
372 Administrative Register notice of the application within 21 days
373 after receipt.
374 b. Within 21 days after publication of notice, any person
375 may request a hearing. Failure to request a hearing within 21
376 days after notice constitutes a waiver of any right to a
377 hearing. The Office of Financial Regulation or an applicant may
378 request a hearing at any time before prior to the issuance of a
379 final order. Hearings shall be conducted pursuant to ss. 120.569
380 and 120.57, except that the Financial Services Commission shall
381 by rule provide for participation by the general public.
382 2. Should a hearing be requested as provided by sub
383 subparagraph 1.b., the applicant, or licensee, or registrant
384 shall publish at its own cost a notice of the hearing in a
385 newspaper of general circulation in the area affected by the
386 application. The Financial Services Commission may by rule
387 specify the format and size of the notice.
388 3. Notwithstanding s. 120.60(1), and except as provided in
389 subparagraph 4., an application for license or registration for
390 a new bank, new trust company, new credit union, new savings and
391 loan association, or new licensed family trust company, or new
392 limited purpose international trust company representative
393 office must be approved or denied within 180 days after receipt
394 of the original application or receipt of the timely requested
395 additional information or correction of errors or omissions. An
396 application for such a license or registration or for
397 acquisition of such control which is not approved or denied
398 within the 180-day period or within 30 days after conclusion of
399 a public hearing on the application, whichever is later, shall
400 be deemed approved subject to the satisfactory completion of
401 conditions required by statute as a prerequisite to license or
402 registration and approval of insurance of accounts for a new
403 bank, a new savings and loan association, a new credit union, or
404 a new licensed family trust company by the appropriate insurer,
405 or a new limited purpose international trust company
406 representative office.
407 4. In the case of an application for license to establish a
408 new bank, trust company, or capital stock savings association in
409 which a foreign national proposes to own or control 10 percent
410 or more of any class of voting securities, and in the case of an
411 application by a foreign national for approval to acquire
412 control of a bank, trust company, or capital stock savings
413 association, the Office of Financial Regulation shall request
414 that a public hearing be conducted pursuant to ss. 120.569 and
415 120.57. Notice of such hearing shall be published by the
416 applicant as provided in subparagraph 2. The failure of such
417 foreign national to appear personally at the hearing shall be
418 grounds for denial of the application. Notwithstanding s.
419 120.60(1) and subparagraph 3., every application involving a
420 foreign national shall be approved or denied within 1 year after
421 receipt of the original application or any timely requested
422 additional information or the correction of any errors or
423 omissions, or within 30 days after the conclusion of the public
424 hearing on the application, whichever is later.
425 (b) In any application for a license, registration, or
426 merger pursuant to title XXXVIII which is referred by the agency
427 to the division for hearing, the administrative law judge shall
428 complete and submit to the agency and to all parties a written
429 report consisting of findings of fact and rulings on evidentiary
430 matters. The agency shall allow each party at least 10 days in
431 which to submit written exceptions to the report.
432 Section 8. Section 663.046, Florida Statutes, is created to
433 read:
434 663.046 Renewal of registration of a limited purpose
435 international trust company representative office.—
436 (1) Within 45 days before the expiration of the
437 registration, a limited purpose international trust company
438 representative office shall file its annual renewal application
439 with the office on a form prescribed by the commission. The
440 renewal application must include a sworn declaration by an
441 executive officer of the limited purpose international trust
442 company representative office which:
443 (a) Attests that the limited purpose international trust
444 company representative office has operated in full compliance
445 with this chapter, chapter 896, or similar state or federal law,
446 or any related rule or regulation, and with all federal laws and
447 regulations that apply to any client of the affiliated
448 international trust company for whom it has conducted activities
449 authorized under s. 663.0625(2).
450 (b) Describes any material changes to the information
451 provided under s. 663.045 regarding its operations, principal
452 place of business, directors, officers, managers, or members
453 acting in a managerial capacity or any affiliated international
454 trust company since the date of registration.
455 (c) Demonstrates that the minimum requirements for capital
456 and insurance have been met, as stated in a review prepared by
457 an independent certified public accountant licensed in this
458 state.
459 (2) A fee of $1,500 must be submitted with the annual
460 renewal application for registration of a limited purpose
461 international trust company representative office. All fees
462 received by the office pursuant to this section shall be
463 deposited into the Financial Institutions’ Regulatory Trust Fund
464 pursuant to s. 655.049 for the purpose of administering the
465 provisions of this chapter with respect to registration of
466 limited purpose international trust company representative
467 offices.
468 (3) The provisions of s. 663.045 relating to conduct of the
469 investigation and issuance or denial of registration apply to a
470 registration renewal under this section.
471 Section 9. Subsection (4) of section 663.055, Florida
472 Statutes, is amended, and subsection (5) is added to that
473 section, to read:
474 663.055 Capital requirements.—
475 (4) For the purpose of this part, the capital accounts of
476 an international banking corporation and a limited purpose
477 international trust company representative office shall be
478 determined in accordance with rules adopted by the commission.
479 In adopting such rules, the commission shall consider similar
480 rules adopted by bank regulatory agencies in the United States
481 and the need to provide reasonably consistent regulatory
482 requirements for international banking corporations which will
483 maintain the safe and sound condition of international banking
484 corporations doing business in this state.
485 (5) A limited purpose international trust company
486 representative office may not be organized or operated with a
487 capital account containing less than $100,000. Such capital
488 shall be in the form of cash or cash equivalents.
489 Section 10. Section 663.057, Florida Statutes, is created
490 to read:
491 663.057 Requirements for a limited purpose international
492 trust company representative office.—A limited purpose
493 international trust company representative office shall
494 maintain:
495 (1) A principal office physically located in this state
496 where original or true copies of all records and accounts of the
497 limited purpose international trust company representative
498 office may be accessed and made readily available for
499 examination by the office in accordance with this chapter. A
500 limited purpose international trust company representative
501 office may also maintain one or more branch offices within this
502 state and shall notify the office in writing at least 30 days
503 before the establishment of such branch offices.
504 (2) A registered agent who has an office in this state at
505 the street address of the registered agent.
506 (3) All applicable state and local business licenses,
507 charters, and permits.
508 (4) A deposit account with a state-chartered or national
509 financial institution that has a principal or branch office in
510 this state.
511 (5) At least one director or manager who is a resident in
512 this state.
513 Section 11. Section 663.058, Florida Statutes, is created
514 to read:
515 663.058 Fidelity bonds; insurance.—
516 (1) A limited purpose international trust company
517 representative office shall procure and maintain a fidelity bond
518 on all active officers, directors, managers, members acting in a
519 managerial capacity, and employees of the company, regardless of
520 whether they receive a salary or other compensation from the
521 company, in order to indemnify the company against loss because
522 of a dishonest, fraudulent, or criminal act or an omission on
523 the part of any such persons, whether acting alone or in
524 combination with other persons.
525 (2) The fidelity bond required by this section:
526 (a) Must be issued by an insurer authorized to do business
527 in this state.
528 (b) May not be less than $500,000.
529 (c) Must be in a form satisfactory to the office and shall
530 run to the state for the benefit of any claimants in this state
531 against the applicant to secure the faithful performance of the
532 obligations of the applicant regarding the receipt, handling,
533 and transmission of information and documents provided to the
534 applicant. The aggregate liability of the fidelity bond may not
535 exceed the principal sum of the bond. Claimants against the
536 applicant may bring suit directly on the fidelity bond, or the
537 Department of Legal Affairs may bring suit on behalf of the
538 claimants.
539 (d) May not be cancelled by the applicant or the corporate
540 surety except upon written notice to the office by registered
541 mail. A cancellation may not take effect until 30 days after
542 receipt by the office of the written notice.
543 (3) The corporate surety must, within 10 days after it pays
544 a claim, give written notice to the office by registered mail of
545 the payment with details sufficient to identify the claimant and
546 the claim or judgment paid.
547 (4) If the principal sum of the bond is reduced by one or
548 more recoveries or payments, the applicant must furnish a new or
549 additional bond so that the total or aggregate principal sum of
550 the bond equals the sum required in paragraph (2)(b).
551 Alternatively, an applicant may furnish an endorsement executed
552 by the corporate surety reinstating the bond to the required
553 principal sum.
554 (5) The limited purpose international trust company
555 representative office shall also procure and maintain general
556 liability insurance coverage under a corporate or group policy
557 with a minimum of $1 million per occurrence and a policy period
558 aggregate limit of $3 million in which it is listed as an
559 insured, to cover the acts and omissions of officers, directors,
560 managers, members acting in a managerial capacity, and
561 employees, regardless of whether the person receives a salary or
562 other compensation from the company.
563 Section 12. Section 663.0625, Florida Statutes, is amended
564 to read:
565 663.0625 International trust company representative offices
566 and limited purpose international trust company representative
567 offices; permissible activities; requirements.—
568 (1) An international trust company representative office
569 may not act as a fiduciary, but may conduct any nonfiduciary
570 activities that are ancillary to the fiduciary business of its
571 international banking corporation or trust company, which but
572 may not act as a fiduciary. Permissible activities include:
573 (a) Advertising, marketing, and soliciting for fiduciary
574 business on behalf of an international banking corporation or
575 trust company;
576 (b) Contacting existing or potential customers, answering
577 questions, and providing information about matters related to
578 their accounts;
579 (c) Serving as a liaison in this state between the
580 international banking corporation or trust company and its
581 existing or potential customers; and
582 (d) Engaging in any other activities approved by the office
583 or under rules of the commission.
584 (2) A limited purpose international trust company
585 representative office that registers pursuant to s. 663.045 may
586 conduct any of the following activities:
587 (a) Participate in or attend conferences, seminars, or
588 events that are intended for industry or professional
589 participants and are not advertised to the general public, for
590 the purposes of marketing the services of an affiliated
591 international trust company.
592 (b) Market the services of an affiliated international
593 trust company to lawyers, accountants, banks, licensed financial
594 advisors, and other wealth planning professionals who are
595 licensed by a state, federal, or territorial government or
596 certified by a recognized professional accrediting entity.
597 (c) In connection with the authorized activities described
598 in paragraphs (a) and (b), engage in name-recognition or
599 branding activities in the form of signage or promotional
600 materials that use the name of the affiliated international
601 trust company or the name of the business organization of which
602 the affiliated international trust company is a member.
603 (d) Assist clients or referred prospective clients of the
604 affiliated international trust company in communicating with the
605 affiliated international trust company, completing documentation
606 relating to the trust relationship, and obtaining information
607 about matters related to trusts with which they are or may
608 become associated. However, a limited purpose international
609 trust company representative office under this subsection may
610 not have authority to accept such clients on behalf of the
611 affiliated international trust company and may not otherwise
612 bind the affiliated international trust company.
613 (e) Exercise the powers of a corporation under chapter 607
614 or a limited liability company under chapter 605 which are
615 reasonably necessary to enable it to fully exercise a power
616 enumerated in this section or authorized by this chapter.
617 (f) Engage in any other activities consistent with this
618 section, as prescribed by commission rule.
619 (3)(a) Representatives and Employees, officers, or
620 directors at an international trust company representative
621 office or a limited purpose international trust company
622 representative such office may not act as a fiduciary, accept
623 including, but not limited to, accepting the fiduciary
624 appointment, execute executing the fiduciary documents that
625 create the fiduciary relationship, or make making discretionary
626 decisions regarding the investment or distribution of fiduciary
627 accounts.
628 (b) A limited purpose international trust company
629 representative office may not accept custody of any property of
630 the client of the affiliated international trust company on
631 behalf of the affiliated international trust company and may not
632 deliver such property to the affiliated international trust
633 company.
634 (c) A limited purpose international trust company
635 representative office may not solicit business from the general
636 public on behalf of its affiliated international trust company
637 in this state or advertise its services to the general public in
638 this state. This paragraph does not limit a limited purpose
639 international trust company representative office’s authorized
640 activities under subsection (2).
641 (d) A limited purpose international trust company
642 representative office may not use the words “bank,” “trust,” or
643 the name of an affiliated international trust company as part of
644 its company or fictitious name.
645 (e) A limited purpose international trust company
646 representative office may not market to or discuss the services
647 of an affiliated international trust company with any person who
648 has not previously been referred to it by a professional
649 described in paragraph (2)(b) or who is an existing client of an
650 affiliated international trust company.
651 (4) A limited purpose international trust company
652 representative office shall provide the following written
653 disclosure to a prospective or existing client of its affiliated
654 international trust company: “...(The name of the limited
655 purpose international trust company representative office)...
656 and any affiliated international trust companies are not
657 licensed or authorized to conduct the trust or fiduciary
658 business in Florida.” The commission may establish by rule
659 criteria for the size and font of the required disclosure.
660 Section 13. Section 663.09, Florida Statutes, is amended to
661 read:
662 663.09 Reports; records; significant events;
663 investigations.—
664 (1) An international banking corporation doing business in
665 this state shall, at such times and in such form as the
666 commission prescribes, make written reports in the English
667 language to the office, under the oath of one of its officers,
668 managers, or agents transacting business in this state, showing
669 the amount of its assets and liabilities and containing such
670 other matters as the commission or office requires. An
671 international banking corporation that maintains two or more
672 offices may consolidate such information in one report unless
673 the office otherwise requires for purposes of its supervision of
674 the condition and operations of each such office. The late
675 filing of such reports is subject to an administrative fine as
676 prescribed under s. 655.045(2). If such international banking
677 corporation fails to make such report, as directed by the
678 office, or if such report contains a false statement knowingly
679 made, the same shall be grounds for revocation of the license of
680 the international banking corporation.
681 (2) The international banking corporation of each state
682 licensed international bank agency or international branch shall
683 perform or cause to be performed an audit of such international
684 bank agency or international branch. The commission shall, by
685 rule, prescribe the minimum audit procedures including the audit
686 reporting requirements which would satisfy the provisions of
687 this subsection.
688 (3) Each international banking corporation which operates
689 an office licensed under this part shall cause to be kept, at a
690 location accepted by the office:
691 (a) Correct and complete books and records of account of
692 the business operations transacted by such office. All policies
693 and procedures governing the operations of such office, as well
694 as any existing general ledger or subsidiary accounts, shall be
695 maintained in the English language. The office may require that
696 any other document not written in the English language which the
697 office deems necessary for the purposes of its regulatory and
698 supervisory functions be translated into English at the expense
699 of the international banking corporation.
700 (b) Current copies of the charter and bylaws of the
701 international banking corporation, relative to the operations of
702 the office, and minutes of the proceedings of its directors,
703 officers, or committees relative to the business of the office.
704 Such records shall be kept pursuant to s. 655.91 and shall be
705 made available to the office, upon request, at any time during
706 regular business hours of the office. Any failure to keep such
707 records as aforesaid or any refusal to produce such records upon
708 request by the office shall be grounds for suspension or
709 revocation of any license issued under this part.
710 (4) In addition to any other reports it may be required to
711 make, an international banking corporation which maintains an
712 international bank agency or international branch in this state
713 shall make reports to the office in such form and at such times
714 as the commission prescribes by rule concerning the management,
715 asset quality, capital adequacy, and liquidity of the
716 international banking corporation.
717 (5) A limited purpose international trust company
718 representative office shall file reports with the office as the
719 commission or the commission may prescribe by rule. The rules
720 may prescribe such reports to be subject to examination by the
721 office as a condition of granting or maintaining the
722 registration.
723 (6) A limited purpose international trust company
724 representative office shall notify the office within 30 days of
725 learning of the occurrence of any of the following significant
726 events by filing with the office a form disclosing:
727 (a) Any civil, criminal, or administrative investigation or
728 proceeding initiated by a regulatory or law enforcement
729 authority against the limited purpose international trust
730 company representative office;
731 (b) The addition, resignation, or termination of a director
732 or manager, an executive officer, or a member acting in a
733 managerial capacity;
734 (c) Any change in outside accountants who are used to
735 verify capital accounts;
736 (d) Any interruption of fidelity bonding or insurance
737 coverage;
738 (e) Any suspected criminal act perpetrated against the
739 limited purpose international trust company representative
740 office. However, no liability shall be incurred as a result of
741 making a good faith effort to fulfill the disclosure requirement
742 in this paragraph;
743 (f) The loss of the charter of any affiliated international
744 trust company;
745 (g) The loss of good standing with the applicable
746 regulatory authorities by any affiliated international trust
747 company;
748 (h) A change in the company name or fictitious name of the
749 limited purpose international trust company; or
750 (i) A change with respect to any of the statements
751 certified under s. 663.045.
752 (7) The disclosure form shall be specified by commission
753 rule. An executive officer of the limited purpose international
754 trust company representative office must swear that the form is
755 authentic and accurate.
756 (8) The office may conduct an investigation of a limited
757 purpose international trust company representative office at any
758 time it deems necessary to determine whether a limited purpose
759 international trust company representative office has engaged in
760 any act prohibited under s. 663.0625.
761 Section 14. Section 663.095, Florida Statutes, is created
762 to read:
763 663.095 Revocation of registration of a limited purpose
764 international trust company representative office.—
765 (1) Any of the following constitutes grounds for the office
766 to revoke the registration of a limited purpose international
767 trust company representative office:
768 (a) The company is not a limited purpose international
769 trust company representative office as defined in this chapter;
770 (b) A violation of s. 663.055(5), s. 663.057, s. 663.058,
771 or s. 663.0625;
772 (c) A violation of chapter 896, relating to financial
773 transactions offenses, or any similar state or federal law or
774 any related rule or regulation;
775 (d) A violation of any commission rule which continues 30
776 days after written notice from the office;
777 (e) A violation of any order of the office which continues
778 30 days after written notice from the office;
779 (f) A breach of any written agreement with the office;
780 (g) A prohibited act or practice under s. 663.0625;
781 (h) A failure to file annual reports or provide information
782 or documents to the office upon written request; or
783 (i) Conviction of a felony or entry of a plea of guilty or
784 nolo contendere, regardless of adjudication of guilt, by the
785 limited purpose international trust company representative
786 office, or its officers, directors, managers, or persons acting
787 in a managerial capacity, or an affiliated international trust
788 company in a state or federal court, or in the courts of a
789 foreign country with which the United States maintains
790 diplomatic relations which involves a violation of law relating
791 to fraud, currency transaction reporting, money laundering,
792 theft, or moral turpitude and the charge is equivalent to a
793 felony charge under state or federal law.
794 (2)(a) Upon a finding of the occurrence of any of the acts
795 set forth in paragraphs (1)(a)-(h), the office may enter an
796 order suspending the company’s registration and provide notice
797 of its intention to revoke the registration and of the right to
798 a hearing pursuant to ss. 120.569 and 120.57.
799 (b) If there has been a violation or failure to disclose a
800 violation under paragraph (1)(i), the office may immediately
801 enter an order revoking the registration.
802 (c) The limited purpose international trust company
803 representative office shall have 90 days to wind up its affairs
804 after its registration has been revoked. During such time, it
805 may not engage in any of the activities authorized under s.
806 663.0625, except to the extent required to provide notice that
807 it is winding down its affairs in this state and the name or
808 names and contact information of the persons who may be
809 contacted for additional information.
810 (d) If after 90 days the company has not provided
811 satisfactory proof to the office that it is no longer in
812 operation, the office may seek an order from the circuit court
813 for the annulment or dissolution of the company. Satisfactory
814 proof shall consist of a corporate resolution authorizing
815 dissolution, a certified copy of articles of dissolution filed
816 with the Division of Corporations of the Department of State, or
817 documentation confirming the closing of the limited purpose
818 international trust company representative office.
819 Section 15. Section 663.096, Florida Statutes, is created
820 to read:
821 663.096 Cease and desist authority.—
822 (1) The office may issue and serve a complaint upon a
823 limited purpose international trust company representative
824 office or any individual if the office has reason to believe
825 that the limited purpose international trust company
826 representative office or individual named therein is engaging in
827 or has engaged in conduct that:
828 (a) Indicates the company is not a limited purpose
829 international trust company representative office as defined in
830 this chapter;
831 (b) Is a violation of s. 663.055(5), s. 663.057, s.
832 663.058, or s. 663.0625;
833 (c) Is a violation of any commission rule which continues
834 30 days after written notice from the office;
835 (d) Is a violation of any order of the office which
836 continues 30 days after written notice from the office;
837 (e) Is a breach of any written agreement with the office;
838 (f) Is a prohibited act or practice pursuant to s.
839 663.0625;
840 (g) Is a failure to provide information or documents to the
841 office upon written request within 30 days after such request or
842 such longer time as specified in the request; or
843 (h) Is a violation of chapter 896 or similar state or
844 federal law or any related rule or regulation.
845 (2) The complaint must contain the statement of facts and a
846 notice of right to a hearing pursuant to ss. 120.569 and 120.57.
847 (3) If no hearing is requested within the time allowed by
848 ss. 120.569 and 120.57, or if a hearing is held and the office
849 finds that any of the charges are true, the office may enter an
850 order directing the limited purpose international trust company
851 representative office or the individual named therein to cease
852 and desist from engaging in the conduct complained of and to
853 take corrective action.
854 (4) If the limited purpose international trust company
855 representative office or the individual named in such order
856 fails to respond to the complaint within the time allotted in
857 ss. 120.569 and 120.57, such failure constitutes a default and
858 justifies the entry of a cease and desist order.
859 (5) A contested or default cease and desist order is
860 effective when reduced to writing and served upon the licensed
861 limited purpose international trust company representative
862 office or the individual named therein. An uncontested cease and
863 desist order is effective as agreed.
864 (6) If the office finds that conduct described in
865 subsection (1) has occurred which presents an imminent danger to
866 the public, it may issue an emergency cease and desist order
867 requiring the limited purpose international trust company
868 representative office or individual named therein to immediately
869 cease and desist from engaging in the conduct complained of and
870 to take corrective action. The emergency order is effective
871 immediately upon service of a copy of the order upon the limited
872 purpose international trust company representative office or
873 individual named therein and remains effective for 90 days. If
874 the office begins nonemergency cease and desist proceedings
875 under subsection (1), the emergency order remains effective
876 until the conclusion of the proceedings under ss. 120.569 and
877 120.57.
878 (7) Subject to its rights under chapter 120, a limited
879 purpose international trust company representative office shall
880 have 90 days to wind up its affairs after entry of an order to
881 cease and desist from operating as a limited purpose
882 international trust company representative office. During such
883 time, it may not engage in any of the activities authorized
884 under s. 663.0625, except to the extent required to provide
885 notice that it is winding down its affairs in this state and the
886 name or names and contact information of the persons who may be
887 contacted for additional information. If, after 90 days, a
888 limited purpose international trust company representative
889 office has not provided proof satisfactory to the office that it
890 has terminated operations, the office may seek an order from the
891 circuit court for the annulment or dissolution of the company.
892 Satisfactory proof shall consist of a corporate resolution
893 authorizing dissolution, a certified copy of articles of
894 dissolution filed with the Division of Corporations of the
895 Department of State, or documentation confirming the closing of
896 the limited purpose international trust company representative
897 office.
898 Section 16. Section 663.115, Florida Statutes, is created
899 to read:
900 663.115 Discontinuing business.—If a limited purpose
901 international trust company representative office desires to
902 discontinue business, it must file with the office a certified
903 copy of the resolution of the board of directors, or members or
904 managers of a limited liability company, authorizing that
905 action. The limited purpose international trust company
906 representative office shall voluntarily terminate its
907 registration as a limited purpose international trust company
908 representative office, whereupon it shall be released from any
909 fidelity bonds that it maintained pursuant to s. 663.058.
910 Section 17. Subsection (1) of section 663.12, Florida
911 Statutes, is amended to read:
912 663.12 Fees; assessments; fines.—
913 (1) Each application for a license or registration under
914 the provisions of this part shall be accompanied by a
915 nonrefundable filing fee payable to the office in the following
916 amount:
917 (a) Ten thousand dollars for establishing a state-chartered
918 investment company.
919 (b) Ten thousand dollars for establishing an international
920 bank agency or branch.
921 (c) Five thousand dollars for establishing an international
922 administrative office.
923 (d) Five thousand dollars for establishing an international
924 representative office.
925 (e) Five thousand dollars for establishing an international
926 trust company representative office or a limited purpose
927 international trust company representative office.
928 (f) An amount equal to the initial filing fee for an
929 application to convert from one type of license to another or
930 from a registration to a license. The commission may increase
931 the filing fee for any type of license or registration to an
932 amount established by rule and calculated in a manner so as to
933 cover the direct and indirect cost of processing such
934 applications.
935 Section 18. This act shall take effect October 1, 2016.