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The Florida Senate

2012 Florida Statutes

Title XXXIII REGULATION OF TRADE, COMMERCE, INVESTMENTS, AND SOLICITATIONS
Chapter 517 SECURITIES TRANSACTIONS Entire Chapter
SECTION 111
Revocation or denial of registration of securities.
F.S. 517.111
517.111 Revocation or denial of registration of securities.—
(1) The office may revoke or suspend the registration of any security, or may deny any application to register securities, if upon examination into the affairs of the issuer of such security it shall appear that:
(a) The issuer is insolvent;
(b) The issuer or any officer, director, or control person of the issuer has violated any provision of this chapter or any rule made hereunder or any order of the office of which such issuer has notice;
(c) The issuer or any officer, director, or control person of the issuer has been or is engaged or is about to engage in fraudulent transactions;
(d) The issuer or any officer, director, or control person of the issuer has been found guilty of a fraudulent act in connection with any sale of securities, has engaged, is engaged, or is about to engage, in making a fictitious sale or purchase of any security, or in any practice or sale of any security which is fraudulent or a violation of any law;
(e) The issuer or any officer, director, or control person of the issuer has had a final judgment entered against such issuer or person in a civil action on the grounds of fraud, embezzlement, misrepresentation, or deceit;
(f) The issuer or any officer, director, or control person of the issuer has demonstrated any evidence of unworthiness;
(g) The issuer or any officer, director, or control person of the issuer is in any other way dishonest or has made any fraudulent representations or failed to disclose any material information in any prospectus or in any circular or other literature that has been distributed concerning the issuer or its securities;
(h) The security registered or sought to be registered is the subject of an injunction entered by a court of competent jurisdiction or is the subject of an administrative stop-order or similar order prohibiting the offer or sale of the security;
(i) For any security for which registration has been applied pursuant to s. 517.081, the terms of the offer or sale of such securities would not be fair, just, or equitable; or
(j) The issuer or any person acting on behalf of the issuer has failed to timely complete any application for registration filed with the office pursuant to the provisions of s. 517.081 or s. 517.082 or any rule adopted under such sections.

In making such examination, the office shall have access to and may compel the production of all the books and papers of such issuer and may administer oaths to and examine the officers of such issuer or any other person connected therewith as to its business and affairs and may also require a balance sheet exhibiting the assets and liabilities of any such issuer or its income statement, or both, to be certified to by a public accountant either of this state or of any other state where the issuer’s business is located. Whenever the office deems it necessary, it may also require such balance sheet or income statement, or both, to be made more specific in such particulars as the office may require.

(2) If any issuer shall refuse to permit an examination to be made by the office, it shall be proper ground for revocation of registration.
(3) If the office deems it necessary, it may enter an order suspending the right to sell securities pending any investigation, provided that the order shall state the office’s grounds for taking such action.
(4) Notice of the entry of such order shall be given by mail, personally, by telephone confirmed in writing, or by telegraph to the issuer. Before such order is made final, the issuer applying for registration shall, on application, be entitled to a hearing.
(5) The office may deny any request to terminate any registration or to withdraw any application for registration if the office believes that an act which would be grounds for denial, suspension, or revocation under this chapter has been committed.
History.—s. 3, ch. 78-435; s. 5, ch. 80-254; ss. 2, 3, ch. 81-318; s. 8, ch. 85-165; ss. 5, 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 3, ch. 92-45; s. 592, ch. 2003-261.