The Florida Senate

517.081  Registration procedure.--

(1)  All securities required by this chapter to be registered before being sold in this state and not entitled to registration by notification shall be registered in the manner provided by this section.

(2)  The department shall receive and act upon applications to have securities registered and may prescribe forms on which it may require such applications to be submitted. Applications shall be duly signed by the applicant, sworn to by any person having knowledge of the facts, and filed with the department. The department may establish, by rule, procedures for depositing fees and filing documents by electronic means provided such procedures provide the department with the information and data required by this section. An application may be made either by the issuer of the securities for which registration is applied or by any registered dealer desiring to sell the same within the state.

(3)  The department may require the applicant to submit to the department the following information concerning the issuer and such other relevant information as the department may in its judgment deem necessary to enable it to ascertain whether such securities shall be registered pursuant to the provisions of this section:

(a)  The names and addresses of the directors, trustees, and officers, if the issuer be a corporation, association, or trust; of all the partners, if the issuer be a partnership; or of the issuer, if the issuer be an individual.

(b)  The location of the issuer's principal business office and of its principal office in this state, if any.

(c)  The general character of the business actually to be transacted by the issuer and the purposes of the proposed issue.

(d)  A statement of the capitalization of the issuer.

(e)  A balance sheet showing the amount and general character of its assets and liabilities on a day not more than 90 days prior to the date of filing such balance sheet or such longer period of time, not exceeding 6 months, as the department may permit at the written request of the issuer on a showing of good cause therefor.

(f)  A detailed statement of the plan upon which the issuer proposes to transact business.

(g)1.  A specimen copy of the security and a copy of any circular, prospectus, advertisement, or other description of such securities.

2.  The department shall adopt a form for a simplified offering circular to be used solely by corporations to register, under this section, securities of the corporation that are sold in offerings in which the aggregate offering price in any consecutive 12-month period does not exceed the amount provided in s. 3(b) of the Securities Act of 1933. The following issuers shall not be eligible to submit a simplified offering circular adopted pursuant to this subparagraph:

a.  An issuer seeking to register securities for resale by persons other than the issuer.

b.  An issuer who is subject to any of the disqualifications described in 17 C.F.R. s. 230.262, adopted pursuant to the Securities Act of 1933, or who has been or is engaged or is about to engage in an activity that would be grounds for denial, revocation, or suspension under s. 517.111. For purposes of this subparagraph, an issuer includes an issuer's director, officer, shareholder who owns at least 10 percent of the shares of the issuer, promoter, or selling agent of the securities to be offered or any officer, director, or partner of such selling agent.

c.  An issuer who is a development-stage company that either has no specific business plan or purpose or has indicated that its business plan is to merge with an unidentified company or companies.

d.  An issuer of offerings in which the specific business or properties cannot be described.

e.  Any issuer the department determines is ineligible if the form would not provide full and fair disclosure of material information for the type of offering to be registered by the issuer.

f.  Any corporation which has failed to provide the department the reports required for a previous offering registered pursuant to this subparagraph.

As a condition precedent to qualifying for use of the simplified offering circular, a corporation shall agree to provide the department with an annual financial report containing a balance sheet as of the end of the issuer's fiscal year and a statement of income for such year, prepared in accordance with generally accepted accounting principles and accompanied by an independent accountant's report. If the issuer has more than 100 security holders at the end of a fiscal year, the financial statements must be audited. Annual financial reports must be filed with the department within 90 days after the close of the issuer's fiscal year for each of the first 5 years following the effective date of the registration.

(h)  A statement of the amount of the issuer's income, expenses, and fixed charges during the last fiscal year or, if in actual business less than 1 year, then for such time as the issuer has been in actual business.

(i)  A statement of the issuer's cash sources and application during the last fiscal year or, if in actual business less than 1 year, then for such time as the issuer has been in actual business.

(j)  A statement showing the maximum price at which such security is proposed to be sold, together with the maximum amount of commission, including expenses, or other form of remuneration to be paid in cash or otherwise, directly or indirectly, for or in connection with the sale or offering for sale of such securities.

(k)  A copy of the opinion or opinions of counsel concerning the legality of the issue or other matters which the department may determine to be relevant to the issue.

(l)  A detailed statement showing the items of cash, property, services, patents, good will, and any other consideration in payment for which such securities have been or are to be issued.

(m)  The amount of securities to be set aside and disposed of and a statement of all securities issued from time to time for promotional purposes.

(n)  If the issuer is a corporation, there shall be filed with the application a copy of its articles of incorporation with all amendments and of its existing bylaws, if not already on file in the department. If the issuer is a trustee, there shall be filed with the application a copy of all instruments by which the trust is created or declared and in which it is accepted and acknowledged. If the issuer is a partnership, unincorporated association, joint-stock company, or any other form of organization whatsoever, there shall be filed with the application a copy of its articles of partnership or association and all other papers pertaining to its organization, if not already on file in the department.

(4)  All of the statements, exhibits, and documents of every kind required by the department under this section, except properly certified public documents, shall be verified by the oath of the applicant or of the issuer in such manner and form as may be required by the department.

(5)  The department may by rule fix the maximum discounts, commissions, expenses, remuneration, and other compensation to be paid in cash or otherwise, not to exceed 20 percent, directly or indirectly, for or in connection with the sale or offering for sale of such securities in this state.

(6)  An issuer filing an application under this section shall, at the time of filing, pay the department a nonreturnable fee of $1,000 per application.

(7)  If upon examination of any application the department shall find that the sale of the security referred to therein would not be fraudulent and would not work or tend to work a fraud upon the purchaser, that the terms of the sale of such securities would be fair, just, and equitable, and that the enterprise or business of the issuer is not based upon unsound business principles, it shall record the registration of such security in the register of securities; and thereupon such security so registered may be sold by any registered dealer, subject, however, to the further order of the department.

History.--s. 3, ch. 78-435; s. 148, ch. 79-164; ss. 6, 15, ch. 79-381; ss. 2, 5, ch. 80-254; ss. 2, 3, ch. 81-318; s. 6, ch. 85-165; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 5, ch. 97-224; s. 4, ch. 98-221.