Florida Senate - 2025 COMMITTEE AMENDMENT
Bill No. CS for SB 988
Ì206852.Î206852
LEGISLATIVE ACTION
Senate . House
Comm: RCS .
04/17/2025 .
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The Committee on Fiscal Policy (Truenow) recommended the
following:
1 Senate Amendment (with directory and title amendments)
2
3 Delete lines 102 - 716
4 and insert:
5 (34) “Trust” has the same meaning as in s. 731.201.
6 Section 2. Subsections (7) and (9), paragraph (f) of
7 subsection (11), and subsections (18), (19), and (20) of section
8 517.061, Florida Statutes, are amended to read:
9 517.061 Exempt transactions.—Except as otherwise provided
10 in subsection (11), the exemptions provided herein from the
11 registration requirements of s. 517.07 are self-executing and do
12 not require any filing with the office before being claimed. Any
13 person who claims entitlement to an exemption under this section
14 bears the burden of proving such entitlement in any proceeding
15 brought under this chapter. The registration provisions of s.
16 517.07 do not apply to any of the following transactions;
17 however, such transactions are subject to s. 517.301:
18 (7) The offer or sale of securities, solely in connection
19 with the transfer of ownership of an eligible privately held
20 company, through a merger and acquisition broker in accordance
21 with s. 517.12(22) s. 517.12(21).
22 (9) The offer or sale of securities to:
23 (a) A bank, trust company, savings institution, insurance
24 company, dealer, investment company as defined in the Investment
25 Company Act of 1940, 15 U.S.C. s. 80a-3, as amended, pension or
26 profit-sharing trust, or qualified institutional buyer, whether
27 any of such entities is acting in its individual or fiduciary
28 capacity.
29 (b) A savings and loan association, building and loan
30 association, cooperative bank, or credit union, which is
31 supervised and examined by a state or federal authority having
32 supervision over any such institution.
33 (c) A federal covered adviser, investment adviser
34 registered pursuant to the laws of a state, exempt reporting
35 adviser or private fund adviser as those terms are defined in s.
36 517.12(23)(a)2. and 3., respectively, investment adviser relying
37 on the exemption from registering with the Securities and
38 Exchange Commission under s. 203(l) or (m) of the Investment
39 Advisers Act of 1940, as amended, business development company
40 as defined in s. 2(a)(48) of the Investment Company Act of 1940,
41 as amended, or business development company as defined in s.
42 202(a)(22) of the Investment Advisers Act of 1940, as amended.
43 (d) A small business investment company licensed by the
44 Small Business Administration under s. 301(c) of the Small
45 Business Investment Act of 1958, as amended, or rural business
46 investment company as defined in s. 384A of the Consolidated
47 Farm and Rural Development Act.
48 (e) A plan established and maintained by a state, a
49 political subdivision thereof, or any agency or instrumentality
50 of a state or a political subdivision, for the benefit of its
51 employees, if such plan has total assets in excess of $5
52 million, an employee benefit plan within the meaning of the
53 Employee Retirement Income Security Act of 1974 if the
54 investment decision is made by a plan fiduciary, as described in
55 s. 3(21) of such act, which is a bank, savings and loan
56 association, insurance company, or federal covered adviser, or
57 if the employee benefit plan has total assets in excess of $5
58 million or, if a self-directed plan, with investment decisions
59 made solely by persons that are accredited investors.
60 (f) An organization described in s. 501(c)(3) of the
61 Internal Revenue Code, corporation, Massachusetts trust or
62 similar business trust, partnership, or limited liability
63 company, not formed for the specific purpose of acquiring the
64 securities offered, with total assets in excess of $5 million.
65 (g) A trust, with total assets in excess of $5 million, not
66 formed for the specific purpose of acquiring the securities
67 offered, whose purchase is directed by a sophisticated person as
68 described in Securities and Exchange Commission Rule
69 506(b)(2)(ii), 17 C.F.R. s. 230.506(b)(2)(ii), as amended.
70 (h) An entity of a type not listed in paragraphs (a)-(g) or
71 paragraph (j) which owns investments as defined in Securities
72 and Exchange Commission Rule 2a51-1(b), 17 C.F.R. s. 270.2a51
73 1(b), as amended, in excess of $5 million and is not formed for
74 the specific purpose of acquiring the securities offered.
75 (i) A family office as defined in Securities and Exchange
76 Commission Rule 202(a)(11)(G)-1 under the Investment Advisers
77 Act of 1940, 17 C.F.R. s. 275.202(a)(11)(G)-1, as amended,
78 provided that:
79 1. The family office has assets under management in excess
80 of $5 million;
81 2. The family office is not formed for the specific purpose
82 of acquiring the securities offered; and
83 3. The prospective investment of the family office is
84 directed by a person who has knowledge and experience in
85 financial and business matters that the family office is capable
86 of evaluating the merits and risks of the prospective
87 investment.
88 (j) An entity in which all of the equity owners are
89 described in paragraphs (a)-(i).
90 (11) Offers or sales of securities by an issuer in a
91 transaction that meets all of the following conditions:
92 (f) The issuer files with the office a notice of
93 transaction on a form prescribed by commission rule, an
94 irrevocable written, a consent to service of civil process in
95 accordance with s. 517.101, and a copy of the general
96 announcement within 15 days after the first sale is made in this
97 state. The commission may adopt by rule procedures for filing
98 documents by electronic means.
99 (18) Any nonissuer transaction by a registered dealer, and
100 any resale transaction by a sponsor of a unit investment trust
101 registered under the Investment Company Act of 1940, as amended,
102 in a security of a class that has been outstanding in the hands
103 of the public for at least 90 days; provided that, at the time
104 of the transaction, the following conditions in paragraphs (a),
105 (b), and (c) and either paragraph (d) or paragraph (e) are met:
106 (a) The issuer of the security is actually engaged in
107 business and is not in the organizational stage or in bankruptcy
108 or receivership and is not a blank check, blind pool, or shell
109 company whose primary plan of business is to engage in a merger
110 or combination of the business with, or an acquisition of, an
111 unidentified person.
112 (b) The security is sold at a price reasonably related to
113 the current market price of the security.
114 (c) The security does not constitute the whole or part of
115 an unsold allotment to, or a subscription or participation by,
116 the dealer as an underwriter of the security.
117 (d) The security is listed in a nationally recognized
118 securities manual designated by rule of the commission or a
119 document filed with and publicly viewable through the Securities
120 and Exchange Commission electronic data gathering and retrieval
121 system and contains:
122 1. A description of the business and operations of the
123 issuer.;
124 2. The names of the issuer’s officers and directors, if
125 any, or, in the case of an issuer not domiciled in the United
126 States, the corporate equivalents of such persons in the
127 issuer’s country of domicile.;
128 3. An audited balance sheet of the issuer as of a date
129 within 18 months before such transaction or, in the case of a
130 reorganization or merger in which parties to the reorganization
131 or merger had such audited balance sheet, a pro forma balance
132 sheet.; and
133 4. An audited income statement for each of the issuer’s
134 immediately preceding 2 fiscal years, or for the period of
135 existence of the issuer, if in existence for less than 2 years
136 or, in the case of a reorganization or merger in which the
137 parties to the reorganization or merger had such audited income
138 statement, a pro forma income statement.
139 (e)1. The issuer of the security has a class of equity
140 securities listed on a national securities exchange registered
141 under the Securities Exchange Act of 1934, as amended;
142 2. The class of security is quoted, offered, purchased, or
143 sold through an alternative trading system registered under
144 Securities and Exchange Commission Regulation ATS, 17 C.F.R. s.
145 242.301, as amended, and the issuer of the security has made
146 current information publicly available in accordance with
147 Securities and Exchange Commission Rule 15c2-11, 17 C.F.R. s.
148 240.15c2-11, as amended;
149 3. The issuer of the security is a unit investment trust
150 registered under the Investment Company Act of 1940, as amended;
151 4. The issuer of the security has been engaged in
152 continuous business, including predecessors, for at least 3
153 years; or
154 5. The issuer of the security has total assets of at least
155 $2 million based on an audited balance sheet as of a date within
156 18 months before such transaction or, in the case of a
157 reorganization or merger in which parties to the reorganization
158 or merger had such audited balance sheet, a pro forma balance
159 sheet.
160 (19) The offer or sale of any security effected by or
161 through a person in compliance with s. 517.12(17) s. 517.12(16).
162 (20)(a) A nonissuer transaction in an outstanding security
163 by or through a dealer registered or exempt from registration
164 under this chapter, if, at the time of the transaction, all of
165 the following conditions are met true:
166 1.(a) The issuer is a reporting issuer in a foreign
167 jurisdiction designated by this subsection or by commission
168 rule, and the issuer has been subject to continuous reporting
169 requirements in such foreign jurisdiction for not less than 180
170 days before the transaction.
171 2.(b) The security is listed on a foreign securities
172 exchange or foreign securities market the securities exchange
173 designated by this subsection or by commission rule, is a
174 security of the same issuer which is of senior or substantially
175 equal rank to the listed security, or is a warrant or right to
176 purchase or subscribe to any such security.
177 (b) The commission shall consider all of the following in
178 designating a foreign securities exchange or foreign securities
179 market for purposes of this subsection:
180 1. Organization under foreign law.
181 2. Association with a community of dealers, financial
182 institutions, or other professional intermediaries with an
183 established operating history.
184 3. Oversight by a governmental or self-regulatory body.
185 4. Oversight standards set by general law.
186 5. Reporting of securities transactions on a regular basis
187 to a governmental or self-regulatory body.
188 6. A system for exchange of price quotations through common
189 communications media.
190 7. An organized clearance and settlement system.
191 8. Listing in Securities and Exchange Commission Regulation
192 S Rule 902, 17 C.F.R. s. 230.902, as amended.
193
194 For purposes of this subsection, Canada, together with its
195 provinces and territories, is designated as a foreign
196 jurisdiction, and Toronto Stock Exchange, Inc., is designated as
197 a securities exchange. If, after an administrative hearing in
198 compliance with ss. 120.569 and 120.57, the office finds that
199 revocation is necessary or appropriate in furtherance of the
200 public interest and for the protection of investors, it may
201 revoke the designation of a foreign securities exchange or
202 foreign securities market under this subsection.
203 Section 3. Subsection (10) of section 517.0612, Florida
204 Statutes, is amended to read:
205 517.0612 Florida Invest Local Exemption.—
206 (10) The issuer must file with the office a notice of
207 transaction on a form prescribed by commission rule, an
208 irrevocable written consent to service of civil process in
209 accordance with s. 517.101, and a copy of the disclosure
210 statement described in subsection (8) at least the offering with
211 the office, in writing or in electronic form, in a format
212 prescribed by commission rule, no less than 5 business days
213 before the offering commences, along with the disclosure
214 statement described in subsection (8). If there are any material
215 changes to the information previously submitted, the issuer
216 must, within 3 business days after such material change, file an
217 amended notice.
218 Section 4. Paragraph (b) of subsection (2) of section
219 517.0614, Florida Statutes, is amended to read:
220 517.0614 Integration of offerings.—
221 (2) The integration analysis required by subsection (1) is
222 not required if any of the following nonexclusive safe harbors
223 apply:
224 (b) Offers and sales made in compliance with any of the
225 following provisions are not subject to integration with other
226 offerings:
227 1. Section 517.051 or s. 517.061, except s. 517.061(10) or
228 (11) s. 517.061(9), (10), or (11).
229 2. Section 517.0611 or s. 517.0612.
230 Section 5. Section 517.0616, Florida Statutes, is amended
231 to read:
232 517.0616 Disqualification.—
233 (1) A registration exemption under s. 517.061(11) s.
234 517.061(9), (10), and (11), s. 517.0611, or s. 517.0612 is not
235 available to an issuer if, at the time the issuer makes an offer
236 for the sale of a security, the issuer; a predecessor of the
237 issuer; an affiliated issuer; a director, an executive officer,
238 or other officer of the issuer participating in the offering; a
239 general partner or managing member of the issuer; a beneficial
240 owner of 20 percent or more of the issuer’s outstanding voting
241 equity securities, calculated on the basis of voting power; or a
242 promoter connected with the issuer in any capacity at the time
243 of such sale that would be disqualified under Securities and
244 Exchange Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as
245 amended, at the time the issuer makes an offer for the sale of a
246 security.
247 (2) The disqualification under Securities and Exchange
248 Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as amended,
249 does not apply to any other person or entity listed in such
250 rule.
251 Section 6. Subsection (2) of section 517.075, Florida
252 Statutes, is amended to read:
253 517.075 Cuba, prospectus disclosure of doing business with,
254 required.—
255 (2) Any disclosure required by subsection (1) must include:
256 (a) The name of such person, affiliate, or government with
257 which the issuer does business and the nature of that business.;
258 (b) A statement that the information is accurate as of the
259 date the securities were effective with the United States
260 Securities and Exchange Commission or with the office, whichever
261 date is later.; and
262 (c) A statement that current information concerning the
263 issuer’s business dealings with the government of Cuba or with
264 any person or affiliate located in Cuba may be obtained from the
265 office, which statement must include the address and phone
266 number of the office.
267 Section 7. Subsection (5) and paragraph (a) of subsection
268 (9) of section 517.081, Florida Statutes, are amended to read:
269 517.081 Registration procedure.—
270 (5) All of The following issuers are not eligible to submit
271 a simplified offering circular:
272 (a) An issuer that is subject to any of the
273 disqualifications described in Securities and Exchange
274 Commission Rule 262, 17 C.F.R. s. 230.262, as amended, or that
275 has been or is engaged or is about to engage in an activity that
276 would be grounds for denial, revocation, or suspension under s.
277 517.111. For purposes of this paragraph, an issuer includes an
278 issuer’s director, officer, general partner, manager or managing
279 member, trustee, or a person owning at least 10 percent of the
280 ownership interests of the issuer; a promoter or selling agent
281 of the securities to be offered; or any officer, director,
282 partner, or manager or managing member of such selling agent.
283 (b) An issuer that is a development-stage company that
284 either has no specific business plan or purpose or has indicated
285 that its business plan is to merge with an unidentified business
286 entity or entities.
287 (c) An issuer of offerings in which the specific business
288 or properties cannot be described.
289 (d) An issuer that the office determines is ineligible
290 because the simplified circular does not provide full and fair
291 disclosure of material information for the type of offering to
292 be registered by the issuer.
293 (9)(a) The office shall record the registration of a
294 security in the register of securities if, upon examination of
295 an application, it finds that all of the following requirements
296 are met:
297 1. The application is complete.
298 2. The fee imposed in subsection (8) has been paid.
299 3. The sale of the security would not be fraudulent and
300 would not work or tend to work a fraud upon the purchaser.
301 4. The terms of the sale of such securities would be fair,
302 just, and equitable.
303 5. The enterprise or business of the issuer is not based
304 upon unsound business principles.
305 Section 8. Present subsections (7) through (22) of section
306 517.12, Florida Statutes, are redesignated as subsections (8)
307 through (23), respectively, a new subsection (7) is added to
308 that section, and subsection (6), present subsection (10),
309 paragraph (b) of present subsection (14), and present
310 subsections (19), (20), and (21) of that section are amended, to
311 read:
312 517.12 Registration of dealers, associated persons,
313 intermediaries, and investment advisers.—
314 (6) The application must also contain such information as
315 the commission or office may require about the applicant; any
316 member, principal, or director of the applicant or any person
317 having a similar status or performing similar functions; any
318 person directly or indirectly controlling the applicant; or any
319 employee of a dealer or of an investment adviser rendering
320 investment advisory services. Each applicant and any direct
321 owners, principals, or indirect owners that are required to be
322 reported on Form BD or Form ADV pursuant to subsection (14)
323 shall submit fingerprints for live-scan processing in accordance
324 with rules adopted by the commission. The fingerprints may be
325 submitted through a third-party vendor authorized by the
326 Department of Law Enforcement to provide live-scan
327 fingerprinting. The costs of fingerprint processing shall be
328 borne by the person subject to the background check. The
329 Department of Law Enforcement shall conduct a state criminal
330 history background check, and a federal criminal history
331 background check must be conducted through the Federal Bureau of
332 Investigation. The office shall review the results of the state
333 and federal criminal history background checks and determine
334 whether the applicant meets licensure requirements. The
335 commission may waive, by rule, the requirement that applicants,
336 including any direct owners, principals, or indirect owners that
337 are required to be reported on Form BD or Form ADV pursuant to
338 subsection (14), submit fingerprints or the requirement that
339 such fingerprints be processed by the Department of Law
340 Enforcement or the Federal Bureau of Investigation. The
341 commission or office may require information about any such
342 applicant or person concerning such matters as:
343 (a) The applicant’s or person’s full name, and any other
344 names by which the applicant or person may have been known, and
345 the applicant’s or person’s age, social security number,
346 photograph, qualifications, and educational and business
347 history.
348 (b) Any injunction or administrative order by a state or
349 federal agency, national securities exchange, or national
350 securities association involving a security or any aspect of a
351 dealer’s or investment adviser’s regulated business and any
352 injunction or administrative order by a state or federal agency
353 regulating banking, insurance, finance, or small loan companies,
354 real estate, mortgage brokers, or other related or similar
355 industries, which injunctions or administrative orders relate to
356 such person.
357 (c) The applicant’s or person’s conviction of, or plea of
358 nolo contendere to, a criminal offense or the applicant’s or
359 person’s commission of any acts which would be grounds for
360 refusal of an application under s. 517.161.
361 (d) The names and addresses of other persons of whom the
362 office may inquire as to the applicant’s or person’s character,
363 reputation, and financial responsibility.
364 (7)(a)1. The following natural persons shall submit a full
365 set of fingerprints to the Department of Law Enforcement or to a
366 vendor, an entity, or an agency authorized under s. 943.053(13)
367 for live-scan processing in accordance with rules adopted by the
368 commission:
369 a. A natural person who files an application with the
370 office for registration as an associated person.
371 b. A natural person who holds the title of president,
372 treasurer, chief executive officer, chief financial officer,
373 chief operations officer, chief legal officer, chief compliance
374 officer, or director for a dealer or investment adviser
375 applicant.
376 c. A natural person who owns at least 5 percent of a dealer
377 or investment adviser applicant.
378 d. With respect to each owner who owns at least 5 percent
379 of a dealer or investment adviser applicant which is a
380 corporation, partnership, trust, or limited liability company,
381 each natural person who is a 25 percent or more owner or trustee
382 of such entity, and each natural person who is a 25 percent or
383 more owner or trustee at each level up the chain of ownership up
384 to, but not including, an entity subject to s. 12 or s. 15(d) of
385 the Securities Exchange Act of 1934, as amended.
386 2. For purposes of this subsection, the term “owner” means:
387 a. A shareholder who owns a percentage of a class of voting
388 securities of a dealer or investment adviser applicant, and
389 includes any person who owns, beneficially owns, has the right
390 to vote on, or has the power to sell or direct the sale of, the
391 percentage of a class of a voting security of the dealer or
392 investment adviser applicant specified in sub-subparagraph 1.c.
393 or sub-subparagraph 1.d. For purposes of this sub-subparagraph,
394 a person beneficially owns any securities:
395 (I) That are owned by the shareholder’s child, stepchild,
396 grandchild, parent, stepparent, grandparent, spouse, sibling,
397 mother-in-law, father-in-law, son-in-law, daughter-in-law,
398 brother-in-law, or sister-in-law, sharing the same residence; or
399 (II) That the shareholder has the right to acquire, within
400 60 days, through the exercise of any option, warrant, or right
401 to purchase the securities.
402 b. A general partner of a partnership, and a limited
403 partner of a partnership who has the right to receive upon
404 dissolution, or has contributed, a percentage of the capital of
405 a dealer or investment adviser applicant.
406 c. A trustee of a trust that owns a percentage of a class
407 of a voting security of a dealer or investment adviser
408 applicant, or that has the right to receive upon dissolution, or
409 has contributed, a percentage of the capital of a dealer or
410 investment adviser applicant.
411 d. A member of a limited liability company who has the
412 right to receive upon dissolution, or has contributed, a
413 percentage of the capital of a dealer or investment adviser
414 applicant, and all limited liability company managers of a
415 dealer or investment adviser applicant.
416 3. For purposes of this subsection, the term “shareholder”
417 means a person who owns at least one share of a corporation and
418 whose ownership is reflected in the records of the corporation.
419 (b) A vendor, entity, or agency authorized under s.
420 943.053(13) to submit fingerprints electronically to the
421 Department of Law Enforcement shall submit the fingerprints to
422 the department for state processing, and the department shall
423 forward the fingerprints to the Federal Bureau of Investigation
424 for national processing.
425 (c) Fees for state and federal fingerprint processing shall
426 be borne by the person subject to the criminal history record
427 check. The state cost for fingerprint processing shall be as
428 provided in s. 943.053(3)(e).
429 (d) The office shall review the results of the state and
430 federal criminal history record checks and determine whether the
431 applicant is disqualified from registration. The commission may
432 waive by rule the requirement that the persons listed in this
433 subsection submit fingerprints or the requirement that such
434 fingerprints be processed by the Department of Law Enforcement
435 or the Federal Bureau of Investigation. In waiving the
436 requirement, the commission may consider the rules and
437 regulations of the Securities and Exchange Commission, the model
438 rules and acts of the North American Securities Administrators
439 Association, Inc., and the rules and regulations of the
440 Financial Industry Regulatory Authority.
441 (11)(a)(10)(a) If the office finds that the applicant has
442 complied with the applicable registration provisions of this
443 chapter and the rules made pursuant hereto, it shall register
444 the applicant unless the applicant is otherwise disqualified for
445 registration pursuant to law. The registration of each dealer,
446 investment adviser, and associated person expires on December 31
447 of the year the registration became effective unless the
448 registrant has renewed its registration on or before that date.
449 Registration may be renewed by furnishing such information as
450 the commission may require, together with payment of the fee
451 required in paragraph (10)(a) (9)(a) for dealers, investment
452 advisers, or associated persons and the payment of any amount
453 lawfully due and owing to the office pursuant to any order of
454 the office or pursuant to any agreement with the office. Any
455 dealer, investment adviser, or associated person who has not
456 renewed a registration by the time the current registration
457 expires may request reinstatement of such registration by filing
458 with the office, on or before January 31 of the year following
459 the year of expiration, such information as may be required by
460 the commission, together with payment of the fee required in
461 paragraph (10)(a) (9)(a) for dealers, investment advisers, or
462 associated persons and a late fee equal to the amount of such
463 fee. Any reinstatement of registration granted by the office
464 during the month of January shall be deemed effective
465 retroactive to January 1 of that year.
466 (b) The office shall waive the $50 assessment fee for an
467 associated person required by paragraph (10)(a) (9)(a) for a
468 registrant renewing his or her registration who:
469 1. Is an active duty member of the United States Armed
470 Forces or the spouse of such member;
471 2. Is or was a member of the United States Armed Forces and
472 served on active duty within the 2 years preceding the
473 expiration date of the registration pursuant to paragraph (a).
474 To qualify for the fee waiver, a registrant who is a former
475 member of the United States Armed Forces who served on active
476 duty within the 2 years preceding the expiration date of the
477 registration must have received an honorable discharge upon
478 separation or discharge from the United States Armed Forces; or
479 3. Is the surviving spouse of a member of the United States
480 Armed Forces if the member was serving on active duty at the
481 time of death and died within the 2 years preceding the
482 surviving spouse’s registration expiration date pursuant to
483 paragraph (a).
484
485 A registrant seeking such fee waiver must submit proof, in a
486 form prescribed by commission rule, that the registrant meets
487 one of the qualifications in this paragraph.
488 (15)(14)
489 (b) In lieu of filing with the office the applications
490 specified in subsection (5), the fees required by subsection
491 (10) (9), the renewals required by subsection (11) (10), and the
492 termination notices required by subsection (12) (11), the
493 commission may by rule establish procedures for the deposit of
494 such fees and documents with the Central Registration Depository
495 or the Investment Adviser Registration Depository of the
496 Financial Industry Regulatory Authority, as developed under
497 contract with the North American Securities Administrators
498 Association, Inc.
499 (20)(19) An intermediary may not engage in business in this
500 state unless the intermediary is registered as a dealer or as an
501 intermediary with the office pursuant to this section to
502 facilitate the offer or sale of securities in accordance with s.
503 517.0611. An intermediary, in order to obtain registration, must
504 file with the office a written application on a form prescribed
505 by commission rule and pay a registration fee of $200. The fees
506 under this subsection shall be deposited into the Regulatory
507 Trust Fund of the office. The commission may establish by rule
508 procedures for depositing fees and filing documents by
509 electronic means if such procedures provide the office with the
510 information and data required by this section. Each intermediary
511 must also file an irrevocable written consent to service of
512 civil process, as provided in s. 517.101.
513 (a) The application must contain such information as the
514 commission or office may require concerning:
515 1. The name of the applicant and address of its principal
516 office and each office in this state.
517 2. The applicant’s form and place of organization; and, if
518 the applicant is:
519 a. A corporation, a copy of its articles of incorporation
520 and amendments to the articles of incorporation;
521 b. A limited liability company, a copy of its articles of
522 organization and amendments to the articles and a copy of the
523 company’s operating agreement as may be amended; or
524 c. A partnership, a copy of the partnership agreement.
525 3. The website address where securities of the issuer will
526 be offered.
527 4. Contact information.
528 (b) The application must also contain such information as
529 the commission may require by rule about the applicant; any
530 member, principal, or director of the applicant or any person
531 having a similar status or performing similar functions; or any
532 persons directly or indirectly controlling the applicant. Each
533 applicant and any direct owners, principals, or indirect owners
534 that are required to be reported on a form adopted by commission
535 rule shall submit fingerprints for live-scan processing in
536 accordance with rules adopted by the commission. The
537 fingerprints may be submitted through a third-party vendor
538 authorized by the Department of Law Enforcement to provide live
539 scan fingerprinting. The costs of fingerprint processing shall
540 be borne by the person subject to the background check. The
541 Department of Law Enforcement shall conduct a state criminal
542 history background check, and a federal criminal history
543 background check must be conducted through the Federal Bureau of
544 Investigation. The office shall review the results of the state
545 and federal criminal history background checks and determine
546 whether the applicant meets registration requirements. The
547 commission may waive, by rule, the requirement that applicants,
548 including any direct owners, principals, or indirect owners,
549 which are required to be reported on a form adopted by
550 commission rule, submit fingerprints or the requirement that
551 such fingerprints be processed by the Department of Law
552 Enforcement or the Federal Bureau of Investigation. The
553 commission, by rule, or the office may require information about
554 any applicant or person, including:
555 1. The applicant’s or person’s full name and any other
556 names by which the applicant or person may have been known and
557 the applicant’s or person’s age, social security number,
558 photograph, qualifications, and educational and business
559 history.
560 2. Any injunction or administrative order by a state or
561 federal agency, national securities exchange, or national
562 securities association involving a security or any aspect of an
563 intermediary’s regulated business and any injunction or
564 administrative order by a state or federal agency regulating
565 banking, insurance, finance, real estate, mortgage brokers, or
566 other related or similar industries, which relate to such
567 person.
568 3. The applicant’s or person’s conviction of, or plea of
569 nolo contendere to, a criminal offense or the applicant’s or
570 person’s commission of any acts that would be grounds for
571 refusal of an application under s. 517.161.
572 (c)1. The following natural persons must submit a full set
573 of fingerprints to the Department of Law Enforcement or to a
574 vendor, an entity, or an agency authorized under s. 943.053(13)
575 for live-scan processing in accordance with rules adopted by the
576 commission:
577 a. A natural person filing an application with the office
578 for registration as an intermediary.
579 b. A natural person who holds the title of president,
580 treasurer, chief executive officer, chief financial officer,
581 chief operations officer, chief legal officer, chief compliance
582 officer, or director for an intermediary applicant.
583 c. A natural person who is a 5 percent or more owner of an
584 intermediary applicant.
585 d. With respect to each 5 percent or more owner of an
586 intermediary applicant that is a corporation, partnership,
587 trust, or limited liability company, each natural person who is
588 a 25 percent or more owner or trustee of such entity, and each
589 natural person who is a 25 percent or more owner or trustee at
590 each level up the chain of ownership up to, but not including an
591 entity subject to s. 12 or s. 15(d) of the Securities Exchange
592 Act of 1934, as amended.
593 2. For purposes of this subsection, the term “owner” means:
594 a. A shareholder who owns a percentage of a class of voting
595 securities of an intermediary applicant, and includes any person
596 who owns, beneficially owns, has the right to vote on, or has
597 the power to sell or direct the sale of, the percentage of a
598 class of a voting security of the intermediary applicant
599 specified in sub-subparagraph 1.c. or sub-subparagraph 1.d. For
600 purposes of this sub-subparagraph, a person beneficially owns
601 any securities:
602 (I) That are owned by the shareholder’s child, stepchild,
603 grandchild, parent, stepparent, grandparent, spouse, sibling,
604 mother-in-law, father-in-law, son-in-law, daughter-in-law,
605 brother-in-law, or sister-in-law, sharing the same residence; or
606 (II) That the shareholder has the right to acquire, within
607 60 days, through the exercise of any option, warrant, or right
608 to purchase the securities.
609 b. A general partner of a partnership, and a limited
610 partner of a partnership who has the right to receive upon
611 dissolution, or has contributed, a percentage of the capital of
612 an intermediary applicant.
613 c. A trustee of a trust that owns a percentage of a class
614 of a voting security of an intermediary applicant, or that has
615 the right to receive upon dissolution, or has contributed, a
616 percentage of the capital of an intermediary applicant.
617 d. A member of a limited liability company who has the
618 right to receive upon dissolution, or has contributed, a
619 percentage of the capital of an intermediary applicant, and, all
620 limited liability company managers of an intermediary applicant.
621 3. For purposes of this subsection, the term “shareholder”
622 means a person who owns at least one share of a corporation and
623 whose ownership is reflected in the records of the corporation.
624
625 ====== D I R E C T O R Y C L A U S E A M E N D M E N T ======
626 And the directory clause is amended as follows:
627 Delete lines 54 - 56
628 and insert:
629 (21), (25), (26), (28) through (33), (35), and (36),
630 respectively, new subsections (6), (11), (13), (16), (22), (23),
631 (24), (27), and (34) are added to that section, and
632
633 ================= T I T L E A M E N D M E N T ================
634 And the title is amended as follows:
635 Delete line 23
636 and insert:
637 fingerprint processing; defining the terms “owner” and
638 “shareholder”;