Florida Senate - 2025                        COMMITTEE AMENDMENT
       Bill No. SB 988
       
       
       
       
       
       
                                Ì573800xÎ573800                         
       
                              LEGISLATIVE ACTION                        
                    Senate             .             House              
                  Comm: RCS            .                                
                  03/12/2025           .                                
                                       .                                
                                       .                                
                                       .                                
       —————————————————————————————————————————————————————————————————




       —————————————————————————————————————————————————————————————————
       The Committee on Banking and Insurance (Truenow) recommended the
       following:
       
    1         Senate Amendment (with title amendment)
    2  
    3         Delete everything after the enacting clause
    4  and insert:
    5         Section 1. Present subsections (6) through (9), (10), (11),
    6  (12), (13) through (17), (18), (19), (20) through (25), (26),
    7  and (27) of section 517.021, Florida Statutes, are redesignated
    8  as subsections (7) through (10), (12), (14), (15), (17) through
    9  (21), (25), (26), (28) through (33), (36), and (37),
   10  respectively, new subsections (6), (11), (13), (16), (22), (23),
   11  (24), (27), (34), and (35) are added to that section, and
   12  present subsections (11) and (15) of that section are amended,
   13  to read:
   14         517.021 Definitions.—When used in this chapter, unless the
   15  context otherwise indicates, the following terms have the
   16  following respective meanings:
   17         (6)“Branch manager” means a natural person who administers
   18  or supervises the affairs or operations of a branch office.
   19         (11)“Corporation” has the same meaning as “corporation,”
   20  “domestic corporation,” or “foreign corporation” in s.
   21  607.01401.
   22         (13)“Director” means a person appointed or elected to sit
   23  on a board that manages the affairs of a corporation or other
   24  organization by electing or exercising control over its
   25  officers.
   26         (14)(11) “Federal covered adviser” means a person that is
   27  registered or required to be registered under s. 203 of the
   28  Investment Advisers Act of 1940, as amended. The term does not
   29  include any person that is excluded from the definition of
   30  investment adviser under subparagraphs (20)(b)1.-7. (16)(b)1.-7.
   31  and 9.
   32         (16)“General partner” has the same meaning as in s.
   33  620.1102 and includes a co-owner or manager of a partnership who
   34  has unlimited liability for the partnership’s debts.
   35         (19)(15) “Intermediary” means a natural person that
   36  residing in this state or a corporation, trust, partnership,
   37  limited liability company, association, or other legal entity
   38  registered with the Secretary of State to do business in this
   39  state, which facilitates through its website the offer or sale
   40  of securities of an issuer with a principal place of business in
   41  this state.
   42         (22)“Limited liability company” has the same meaning as in
   43  s. 605.0102, including a “foreign limited liability company,” as
   44  that term is defined in that section.
   45         (23)“Limited liability company manager” or “limited
   46  liability managing member” means a person who is responsible
   47  alone, or in concert with others, for performing the management
   48  functions of a limited liability company.
   49         (24)“Limited partner” has the same meaning as in s.
   50  620.1102 and includes a co-owner of a partnership who has
   51  limited liability for the partnership’s debts.
   52         (27)“Partnership” means two or more persons who are the
   53  co-owners of a business, including those operating as a “foreign
   54  limited liability limited partnership,” a “foreign limited
   55  partnership,” a “limited liability limited partnership,” or a
   56  “limited partnership” as those terms are defined in s. 620.1102.
   57         (34)“Shareholder” means a person who owns at least one
   58  share of a corporation and whose ownership is reflected in the
   59  records of the corporation.
   60         (35)“Trust” has the same meaning as in s. 731.201.
   61         Section 2. Subsections (7) and (9), paragraph (f) of
   62  subsection (11), and subsections (18), (19), and (20) of section
   63  517.061, Florida Statutes, are amended to read:
   64         517.061 Exempt transactions.—Except as otherwise provided
   65  in subsection (11), the exemptions provided herein from the
   66  registration requirements of s. 517.07 are self-executing and do
   67  not require any filing with the office before being claimed. Any
   68  person who claims entitlement to an exemption under this section
   69  bears the burden of proving such entitlement in any proceeding
   70  brought under this chapter. The registration provisions of s.
   71  517.07 do not apply to any of the following transactions;
   72  however, such transactions are subject to s. 517.301:
   73         (7) The offer or sale of securities, solely in connection
   74  with the transfer of ownership of an eligible privately held
   75  company, through a merger and acquisition broker in accordance
   76  with s. 517.12(22) s. 517.12(21).
   77         (9) The offer or sale of securities to:
   78         (a) A bank, trust company, savings institution, insurance
   79  company, dealer, investment company as defined in the Investment
   80  Company Act of 1940, 15 U.S.C. s. 80a-3, as amended, pension or
   81  profit-sharing trust, or qualified institutional buyer, whether
   82  any of such entities is acting in its individual or fiduciary
   83  capacity.
   84         (b)A savings and loan association, building and loan
   85  association, cooperative bank, or credit union, which is
   86  supervised and examined by a state or federal authority having
   87  supervision over any such institution.
   88         (c)A federal covered adviser, investment adviser
   89  registered pursuant to the laws of a state, exempt reporting
   90  adviser or private fund adviser as those terms are defined in s.
   91  517.12(23)(a)2. and 3., respectively, investment adviser relying
   92  on the exemption from registering with the Securities and
   93  Exchange Commission under s. 203(l) or (m) of the Investment
   94  Advisers Act of 1940, as amended, business development company
   95  as defined in s. 2(a)(48) of the Investment Company Act of 1940,
   96  as amended, or business development company as defined in s.
   97  202(a)(22) of the Investment Advisers Act of 1940, as amended.
   98         (d)A small business investment company licensed by the
   99  Small Business Administration under s. 301(c) of the Small
  100  Business Investment Act of 1958, as amended, or rural business
  101  investment company as defined in s. 384A of the Consolidated
  102  Farm and Rural Development Act.
  103         (e)A plan established and maintained by a state, a
  104  political subdivision thereof, or any agency or instrumentality
  105  of a state or a political subdivision, for the benefit of its
  106  employees, if such plan has total assets in excess of $5
  107  million, an employee benefit plan within the meaning of the
  108  Employee Retirement Income Security Act of 1974 if the
  109  investment decision is made by a plan fiduciary, as described in
  110  s. 3(21) of such act, which is a bank, savings and loan
  111  association, insurance company, or federal covered adviser, or
  112  if the employee benefit plan has total assets in excess of $5
  113  million or, if a self-directed plan, with investment decisions
  114  made solely by persons that are accredited investors.
  115         (f)An organization described in s. 501(c)(3) of the
  116  Internal Revenue Code, corporation, Massachusetts trust or
  117  similar business trust, partnership, or limited liability
  118  company, not formed for the specific purpose of acquiring the
  119  securities offered, with total assets in excess of $5 million.
  120         (g)A trust, with total assets in excess of $5 million, not
  121  formed for the specific purpose of acquiring the securities
  122  offered, whose purchase is directed by a sophisticated person as
  123  described in Securities and Exchange Commission Rule
  124  506(b)(2)(ii), 17 C.F.R. s. 230.506(b)(2)(ii), as amended.
  125         (h)An entity of a type not listed in paragraphs (a)-(g) or
  126  paragraph (j) which owns investments as defined in Securities
  127  and Exchange Commission Rule 2a51-1(b), 17 C.F.R. s. 270.2a51
  128  1(b), as amended, in excess of $5 million and is not formed for
  129  the specific purpose of acquiring the securities offered.
  130         (i)A family office as defined in Securities and Exchange
  131  Commission Rule 202(a)(11)(G)-1 under the Investment Advisers
  132  Act of 1940, 17 C.F.R. s. 275.202(a)(11)(G)-1, as amended,
  133  provided that:
  134         1.The family office has assets under management in excess
  135  of $5 million;
  136         2.The family office is not formed for the specific purpose
  137  of acquiring the securities offered; and
  138         3.The prospective investment of the family office is
  139  directed by a person who has knowledge and experience in
  140  financial and business matters that the family office is capable
  141  of evaluating the merits and risks of the prospective
  142  investment.
  143         (j)An entity in which all of the equity owners are
  144  described in paragraphs (a)-(i).
  145         (11) Offers or sales of securities by an issuer in a
  146  transaction that meets all of the following conditions:
  147         (f) The issuer files with the office a notice of
  148  transaction on a form prescribed by commission rule, an
  149  irrevocable written, a consent to service of civil process in
  150  accordance with s. 517.101, and a copy of the general
  151  announcement within 15 days after the first sale is made in this
  152  state. The commission may adopt by rule procedures for filing
  153  documents by electronic means.
  154         (18) Any nonissuer transaction by a registered dealer, and
  155  any resale transaction by a sponsor of a unit investment trust
  156  registered under the Investment Company Act of 1940, as amended,
  157  in a security of a class that has been outstanding in the hands
  158  of the public for at least 90 days; provided that, at the time
  159  of the transaction, the following conditions in paragraphs (a),
  160  (b), and (c) and either paragraph (d) or paragraph (e) are met:
  161         (a) The issuer of the security is actually engaged in
  162  business and is not in the organizational stage or in bankruptcy
  163  or receivership and is not a blank check, blind pool, or shell
  164  company whose primary plan of business is to engage in a merger
  165  or combination of the business with, or an acquisition of, an
  166  unidentified person.
  167         (b) The security is sold at a price reasonably related to
  168  the current market price of the security.
  169         (c) The security does not constitute the whole or part of
  170  an unsold allotment to, or a subscription or participation by,
  171  the dealer as an underwriter of the security.
  172         (d) The security is listed in a nationally recognized
  173  securities manual designated by rule of the commission or a
  174  document filed with and publicly viewable through the Securities
  175  and Exchange Commission electronic data gathering and retrieval
  176  system and contains:
  177         1. A description of the business and operations of the
  178  issuer.;
  179         2. The names of the issuer’s officers and directors, if
  180  any, or, in the case of an issuer not domiciled in the United
  181  States, the corporate equivalents of such persons in the
  182  issuer’s country of domicile.;
  183         3. An audited balance sheet of the issuer as of a date
  184  within 18 months before such transaction or, in the case of a
  185  reorganization or merger in which parties to the reorganization
  186  or merger had such audited balance sheet, a pro forma balance
  187  sheet.; and
  188         4. An audited income statement for each of the issuer’s
  189  immediately preceding 2 fiscal years, or for the period of
  190  existence of the issuer, if in existence for less than 2 years
  191  or, in the case of a reorganization or merger in which the
  192  parties to the reorganization or merger had such audited income
  193  statement, a pro forma income statement.
  194         (e)1. The issuer of the security has a class of equity
  195  securities listed on a national securities exchange registered
  196  under the Securities Exchange Act of 1934, as amended;
  197         2. The class of security is quoted, offered, purchased, or
  198  sold through an alternative trading system registered under
  199  Securities and Exchange Commission Regulation ATS, 17 C.F.R. s.
  200  242.301, as amended, and the issuer of the security has made
  201  current information publicly available in accordance with
  202  Securities and Exchange Commission Rule 15c2-11, 17 C.F.R. s.
  203  240.15c2-11, as amended;
  204         3. The issuer of the security is a unit investment trust
  205  registered under the Investment Company Act of 1940, as amended;
  206         4. The issuer of the security has been engaged in
  207  continuous business, including predecessors, for at least 3
  208  years; or
  209         5. The issuer of the security has total assets of at least
  210  $2 million based on an audited balance sheet as of a date within
  211  18 months before such transaction or, in the case of a
  212  reorganization or merger in which parties to the reorganization
  213  or merger had such audited balance sheet, a pro forma balance
  214  sheet.
  215         (19) The offer or sale of any security effected by or
  216  through a person in compliance with s. 517.12(17) s. 517.12(16).
  217         (20)(a) A nonissuer transaction in an outstanding security
  218  by or through a dealer registered or exempt from registration
  219  under this chapter, if, at the time of the transaction, all of
  220  the following conditions are met true:
  221         1.(a) The issuer is a reporting issuer in a foreign
  222  jurisdiction designated by this subsection or by commission
  223  rule, and the issuer has been subject to continuous reporting
  224  requirements in such foreign jurisdiction for not less than 180
  225  days before the transaction.
  226         2.(b) The security is listed on a foreign securities
  227  exchange or foreign securities market the securities exchange
  228  designated by this subsection or by commission rule, is a
  229  security of the same issuer which is of senior or substantially
  230  equal rank to the listed security, or is a warrant or right to
  231  purchase or subscribe to any such security.
  232         (b)The commission shall consider all of the following in
  233  designating a foreign securities exchange or foreign securities
  234  market for purposes of this subsection:
  235         1.Organization under foreign law.
  236         2.Association with a community of dealers, financial
  237  institutions, or other professional intermediaries with an
  238  established operating history.
  239         3.Oversight by a governmental or self-regulatory body.
  240         4.Oversight standards set by general law.
  241         5.Reporting of securities transactions on a regular basis
  242  to a governmental or self-regulatory body.
  243         6.A system for exchange of price quotations through common
  244  communications media.
  245         7.An organized clearance and settlement system.
  246         8.Listing in Securities and Exchange Commission Regulation
  247  S Rule 902, 17 C.F.R. s. 230.902, as amended.
  248  
  249  For purposes of this subsection, Canada, together with its
  250  provinces and territories, is designated as a foreign
  251  jurisdiction, and Toronto Stock Exchange, Inc., is designated as
  252  a securities exchange. If, after an administrative hearing in
  253  compliance with ss. 120.569 and 120.57, the office finds that
  254  revocation is necessary or appropriate in furtherance of the
  255  public interest and for the protection of investors, it may
  256  revoke the designation of a foreign securities exchange or
  257  foreign securities market under this subsection.
  258         Section 3. Subsection (10) of section 517.0612, Florida
  259  Statutes, is amended to read:
  260         517.0612 Florida Invest Local Exemption.—
  261         (10) The issuer must file with the office a notice of
  262  transaction on a form prescribed by commission rule, an
  263  irrevocable written consent to service of civil process in
  264  accordance with s. 517.101, and a copy of the disclosure
  265  statement described in subsection (8) at least the offering with
  266  the office, in writing or in electronic form, in a format
  267  prescribed by commission rule, no less than 5 business days
  268  before the offering commences, along with the disclosure
  269  statement described in subsection (8). If there are any material
  270  changes to the information previously submitted, the issuer
  271  must, within 3 business days after such material change, file an
  272  amended notice.
  273         Section 4. Paragraph (b) of subsection (2) of section
  274  517.0614, Florida Statutes, is amended to read:
  275         517.0614 Integration of offerings.—
  276         (2) The integration analysis required by subsection (1) is
  277  not required if any of the following nonexclusive safe harbors
  278  apply:
  279         (b) Offers and sales made in compliance with any of the
  280  following provisions are not subject to integration with other
  281  offerings:
  282         1. Section 517.051 or s. 517.061, except s. 517.061(10) or
  283  (11) s. 517.061(9), (10), or (11).
  284         2. Section 517.0611 or s. 517.0612.
  285         Section 5. Section 517.0616, Florida Statutes, is amended
  286  to read:
  287         517.0616 Disqualification.—
  288         (1) A registration exemption under s. 517.061(11) s.
  289  517.061(9), (10), and (11), s. 517.0611, or s. 517.0612 is not
  290  available to an issuer if, at the time the issuer makes an offer
  291  for the sale of a security, the issuer; a predecessor of the
  292  issuer; an affiliated issuer; a director, executive officer, or
  293  other officer of the issuer participating in the offering; a
  294  general partner or managing member of the issuer; a beneficial
  295  owner of 20 percent or more of the issuer’s outstanding voting
  296  equity securities, calculated on the basis of voting power; or a
  297  promoter connected with the issuer in any capacity at the time
  298  of such sale that would be disqualified under Securities and
  299  Exchange Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as
  300  amended, at the time the issuer makes an offer for the sale of a
  301  security.
  302         (2)The disqualification under Securities and Exchange
  303  Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as amended,
  304  does not apply to any other person or entity listed in such
  305  rule.
  306         Section 6. Subsection (2) of section 517.075, Florida
  307  Statutes, is amended to read:
  308         517.075 Cuba, prospectus disclosure of doing business with,
  309  required.—
  310         (2) Any disclosure required by subsection (1) must include:
  311         (a) The name of such person, affiliate, or government with
  312  which the issuer does business and the nature of that business.;
  313         (b) A statement that the information is accurate as of the
  314  date the securities were effective with the United States
  315  Securities and Exchange Commission or with the office, whichever
  316  date is later.; and
  317         (c) A statement that current information concerning the
  318  issuer’s business dealings with the government of Cuba or with
  319  any person or affiliate located in Cuba may be obtained from the
  320  office, which statement must include the address and phone
  321  number of the office.
  322         Section 7. Subsection (5) and paragraph (a) of subsection
  323  (9) of section 517.081, Florida Statutes, are amended to read:
  324         517.081 Registration procedure.—
  325         (5) All of The following issuers are not eligible to submit
  326  a simplified offering circular:
  327         (a) An issuer that is subject to any of the
  328  disqualifications described in Securities and Exchange
  329  Commission Rule 262, 17 C.F.R. s. 230.262, as amended, or that
  330  has been or is engaged or is about to engage in an activity that
  331  would be grounds for denial, revocation, or suspension under s.
  332  517.111. For purposes of this paragraph, an issuer includes an
  333  issuer’s director, officer, general partner, manager or managing
  334  member, trustee, or a person owning at least 10 percent of the
  335  ownership interests of the issuer; a promoter or selling agent
  336  of the securities to be offered; or any officer, director,
  337  partner, or manager or managing member of such selling agent.
  338         (b) An issuer that is a development-stage company that
  339  either has no specific business plan or purpose or has indicated
  340  that its business plan is to merge with an unidentified business
  341  entity or entities.
  342         (c) An issuer of offerings in which the specific business
  343  or properties cannot be described.
  344         (d) An issuer that the office determines is ineligible
  345  because the simplified circular does not provide full and fair
  346  disclosure of material information for the type of offering to
  347  be registered by the issuer.
  348         (9)(a) The office shall record the registration of a
  349  security in the register of securities if, upon examination of
  350  an application, it finds that all of the following requirements
  351  are met:
  352         1. The application is complete.
  353         2. The fee imposed in subsection (8) has been paid.
  354         3. The sale of the security would not be fraudulent and
  355  would not work or tend to work a fraud upon the purchaser.
  356         4. The terms of the sale of such securities would be fair,
  357  just, and equitable.
  358         5.The enterprise or business of the issuer is not based
  359  upon unsound business principles.
  360         Section 8. Present subsections (7) through (22) of section
  361  517.12, Florida Statutes, are redesignated as subsections (8)
  362  through (23), respectively, a new subsection (7) is added to
  363  that section, and subsection (6), present subsection (10),
  364  paragraph (b) of present subsection (14), and present
  365  subsections (19), (20), and (21) of that section are amended, to
  366  read:
  367         517.12 Registration of dealers, associated persons,
  368  intermediaries, and investment advisers.—
  369         (6) The application must also contain such information as
  370  the commission or office may require about the applicant; any
  371  member, principal, or director of the applicant or any person
  372  having a similar status or performing similar functions; any
  373  person directly or indirectly controlling the applicant; or any
  374  employee of a dealer or of an investment adviser rendering
  375  investment advisory services. Each applicant and any direct
  376  owners, principals, or indirect owners that are required to be
  377  reported on Form BD or Form ADV pursuant to subsection (14)
  378  shall submit fingerprints for live-scan processing in accordance
  379  with rules adopted by the commission. The fingerprints may be
  380  submitted through a third-party vendor authorized by the
  381  Department of Law Enforcement to provide live-scan
  382  fingerprinting. The costs of fingerprint processing shall be
  383  borne by the person subject to the background check. The
  384  Department of Law Enforcement shall conduct a state criminal
  385  history background check, and a federal criminal history
  386  background check must be conducted through the Federal Bureau of
  387  Investigation. The office shall review the results of the state
  388  and federal criminal history background checks and determine
  389  whether the applicant meets licensure requirements. The
  390  commission may waive, by rule, the requirement that applicants,
  391  including any direct owners, principals, or indirect owners that
  392  are required to be reported on Form BD or Form ADV pursuant to
  393  subsection (14), submit fingerprints or the requirement that
  394  such fingerprints be processed by the Department of Law
  395  Enforcement or the Federal Bureau of Investigation. The
  396  commission or office may require information about any such
  397  applicant or person concerning such matters as:
  398         (a) The applicant’s or person’s full name, and any other
  399  names by which the applicant or person may have been known, and
  400  the applicant’s or person’s age, social security number,
  401  photograph, qualifications, and educational and business
  402  history.
  403         (b) Any injunction or administrative order by a state or
  404  federal agency, national securities exchange, or national
  405  securities association involving a security or any aspect of a
  406  dealer’s or investment adviser’s regulated business and any
  407  injunction or administrative order by a state or federal agency
  408  regulating banking, insurance, finance, or small loan companies,
  409  real estate, mortgage brokers, or other related or similar
  410  industries, which injunctions or administrative orders relate to
  411  such person.
  412         (c) The applicant’s or person’s conviction of, or plea of
  413  nolo contendere to, a criminal offense or the applicant’s or
  414  person’s commission of any acts which would be grounds for
  415  refusal of an application under s. 517.161.
  416         (d) The names and addresses of other persons of whom the
  417  office may inquire as to the applicant’s or person’s character,
  418  reputation, and financial responsibility.
  419         (7)(a)1.The following natural persons shall submit a full
  420  set of fingerprints to the Department of Law Enforcement or to a
  421  vendor, entity, or agency authorized under s. 943.053(13) for
  422  live-scan processing in accordance with rules adopted by the
  423  commission:
  424         a.A natural person who files an application with the
  425  office for registration as an associated person.
  426         b.A natural person who holds the title of president,
  427  treasurer, chief executive officer, chief financial officer,
  428  chief operations officer, chief legal officer, chief compliance
  429  officer, or director for a dealer or investment adviser
  430  applicant.
  431         c.A natural person who owns at least 5 percent of a dealer
  432  or investment adviser applicant.
  433         d.With respect to each owner who owns at least 5 percent
  434  of a dealer or investment adviser applicant which is a
  435  corporation, partnership, trust, or limited liability company,
  436  each natural person who is a 25 percent or more owner or trustee
  437  of such entity, and each natural person who is a 25 percent or
  438  more owner or trustee at each level up the chain of ownership up
  439  to, but not including, an entity subject to s. 12 or s. 15(d) of
  440  the Securities Exchange Act of 1934, as amended.
  441         2.For purposes of this subsection, the term “owner” means:
  442         a.A shareholder who owns a percentage of a class of voting
  443  securities of a dealer or an investment adviser applicant, and
  444  includes any person who owns, beneficially owns, has the right
  445  to vote on, or has the power to sell or direct the sale of, the
  446  percentage of a class of a voting security of the dealer or
  447  investment adviser applicant specified in sub-subparagraph 1.c.
  448  or 1.d. For purposes of this sub-subparagraph, a person
  449  beneficially owns any securities:
  450         (I)That are owned by the shareholder’s child, stepchild,
  451  grandchild, parent, stepparent, grandparent, spouse, sibling,
  452  mother-in-law, father-in-law, son-in-law, daughter-in-law,
  453  brother-in-law, or sister-in-law, sharing the same residence; or
  454         (II)That the shareholder has the right to acquire, within
  455  60 days, through the exercise of any option, warrant, or right
  456  to purchase the securities.
  457         b.A general partner of a partnership, and a limited
  458  partner of a partnership who has the right to receive upon
  459  dissolution, or has contributed, a percentage of the capital of
  460  a dealer or investment adviser applicant.
  461         c.A trustee of a trust that owns a percentage of a class
  462  of a voting security of a dealer or investment adviser
  463  applicant, or that has the right to receive upon dissolution, or
  464  has contributed, a percentage of the capital of a dealer or
  465  investment adviser applicant.
  466         d.A member of a limited liability company who has the
  467  right to receive upon dissolution, or has contributed, a
  468  percentage of the capital of a dealer or investment adviser
  469  applicant, and all limited liability company managers of a
  470  dealer or investment adviser applicant.
  471         (b)A vendor, entity, or agency authorized under s.
  472  943.053(13) to submit fingerprints electronically to the
  473  Department of Law Enforcement shall submit the fingerprints to
  474  the department for state processing, and the department shall
  475  forward the fingerprints to the Federal Bureau of Investigation
  476  for national processing.
  477         (c)Fees for state and federal fingerprint processing shall
  478  be borne by the person subject to the criminal history record
  479  check. The state cost for fingerprint processing shall be as
  480  provided in s. 943.053(3)(e).
  481         (d)The office shall review the results of the state and
  482  federal criminal history record checks and determine whether the
  483  applicant is disqualified from registration. The commission may
  484  waive by rule the requirement that the persons listed in this
  485  subsection submit fingerprints or the requirement that such
  486  fingerprints be processed by the Department of Law Enforcement
  487  or the Federal Bureau of Investigation. In waiving the
  488  requirement, the commission may consider the rules and
  489  regulations of the Securities and Exchange Commission, the model
  490  rules and acts of the North American Securities Administrators
  491  Association, Inc., and the rules and regulations of the
  492  Financial Industry Regulatory Authority.
  493         (11)(a)(10)(a) If the office finds that the applicant has
  494  complied with the applicable registration provisions of this
  495  chapter and the rules made pursuant hereto, it shall register
  496  the applicant unless the applicant is otherwise disqualified for
  497  registration pursuant to law. The registration of each dealer,
  498  investment adviser, and associated person expires on December 31
  499  of the year the registration became effective unless the
  500  registrant has renewed its registration on or before that date.
  501  Registration may be renewed by furnishing such information as
  502  the commission may require, together with payment of the fee
  503  required in paragraph (10)(a) (9)(a) for dealers, investment
  504  advisers, or associated persons and the payment of any amount
  505  lawfully due and owing to the office pursuant to any order of
  506  the office or pursuant to any agreement with the office. Any
  507  dealer, investment adviser, or associated person who has not
  508  renewed a registration by the time the current registration
  509  expires may request reinstatement of such registration by filing
  510  with the office, on or before January 31 of the year following
  511  the year of expiration, such information as may be required by
  512  the commission, together with payment of the fee required in
  513  paragraph (10)(a) (9)(a) for dealers, investment advisers, or
  514  associated persons and a late fee equal to the amount of such
  515  fee. Any reinstatement of registration granted by the office
  516  during the month of January shall be deemed effective
  517  retroactive to January 1 of that year.
  518         (b) The office shall waive the $50 assessment fee for an
  519  associated person required by paragraph (10)(a) (9)(a) for a
  520  registrant renewing his or her registration who:
  521         1. Is an active duty member of the United States Armed
  522  Forces or the spouse of such member;
  523         2. Is or was a member of the United States Armed Forces and
  524  served on active duty within the 2 years preceding the
  525  expiration date of the registration pursuant to paragraph (a).
  526  To qualify for the fee waiver, a registrant who is a former
  527  member of the United States Armed Forces who served on active
  528  duty within the 2 years preceding the expiration date of the
  529  registration must have received an honorable discharge upon
  530  separation or discharge from the United States Armed Forces; or
  531         3. Is the surviving spouse of a member of the United States
  532  Armed Forces if the member was serving on active duty at the
  533  time of death and died within the 2 years preceding the
  534  surviving spouse’s registration expiration date pursuant to
  535  paragraph (a).
  536  
  537  A registrant seeking such fee waiver must submit proof, in a
  538  form prescribed by commission rule, that the registrant meets
  539  one of the qualifications in this paragraph.
  540         (15)(14)
  541         (b) In lieu of filing with the office the applications
  542  specified in subsection (5), the fees required by subsection
  543  (10) (9), the renewals required by subsection (11) (10), and the
  544  termination notices required by subsection (12) (11), the
  545  commission may by rule establish procedures for the deposit of
  546  such fees and documents with the Central Registration Depository
  547  or the Investment Adviser Registration Depository of the
  548  Financial Industry Regulatory Authority, as developed under
  549  contract with the North American Securities Administrators
  550  Association, Inc.
  551         (20)(19) An intermediary may not engage in business in this
  552  state unless the intermediary is registered as a dealer or as an
  553  intermediary with the office pursuant to this section to
  554  facilitate the offer or sale of securities in accordance with s.
  555  517.0611. An intermediary, in order to obtain registration, must
  556  file with the office a written application on a form prescribed
  557  by commission rule and pay a registration fee of $200. The fees
  558  under this subsection shall be deposited into the Regulatory
  559  Trust Fund of the office. The commission may establish by rule
  560  procedures for depositing fees and filing documents by
  561  electronic means if such procedures provide the office with the
  562  information and data required by this section. Each intermediary
  563  must also file an irrevocable written consent to service of
  564  civil process, as provided in s. 517.101.
  565         (a) The application must contain such information as the
  566  commission or office may require concerning:
  567         1. The name of the applicant and address of its principal
  568  office and each office in this state.
  569         2. The applicant’s form and place of organization; and, if
  570  the applicant is:
  571         a. A corporation, a copy of its articles of incorporation
  572  and amendments to the articles of incorporation;
  573         b. A limited liability company, a copy of its articles of
  574  organization and amendments to the articles and a copy of the
  575  company’s operating agreement as may be amended; or
  576         c. A partnership, a copy of the partnership agreement.
  577         3. The website address where securities of the issuer will
  578  be offered.
  579         4. Contact information.
  580         (b) The application must also contain such information as
  581  the commission may require by rule about the applicant; any
  582  member, principal, or director of the applicant or any person
  583  having a similar status or performing similar functions; or any
  584  persons directly or indirectly controlling the applicant. Each
  585  applicant and any direct owners, principals, or indirect owners
  586  that are required to be reported on a form adopted by commission
  587  rule shall submit fingerprints for live-scan processing in
  588  accordance with rules adopted by the commission. The
  589  fingerprints may be submitted through a third-party vendor
  590  authorized by the Department of Law Enforcement to provide live
  591  scan fingerprinting. The costs of fingerprint processing shall
  592  be borne by the person subject to the background check. The
  593  Department of Law Enforcement shall conduct a state criminal
  594  history background check, and a federal criminal history
  595  background check must be conducted through the Federal Bureau of
  596  Investigation. The office shall review the results of the state
  597  and federal criminal history background checks and determine
  598  whether the applicant meets registration requirements. The
  599  commission may waive, by rule, the requirement that applicants,
  600  including any direct owners, principals, or indirect owners,
  601  which are required to be reported on a form adopted by
  602  commission rule, submit fingerprints or the requirement that
  603  such fingerprints be processed by the Department of Law
  604  Enforcement or the Federal Bureau of Investigation. The
  605  commission, by rule, or the office may require information about
  606  any applicant or person, including:
  607         1. The applicant’s or person’s full name and any other
  608  names by which the applicant or person may have been known and
  609  the applicant’s or person’s age, social security number,
  610  photograph, qualifications, and educational and business
  611  history.
  612         2. Any injunction or administrative order by a state or
  613  federal agency, national securities exchange, or national
  614  securities association involving a security or any aspect of an
  615  intermediary’s regulated business and any injunction or
  616  administrative order by a state or federal agency regulating
  617  banking, insurance, finance, real estate, mortgage brokers, or
  618  other related or similar industries, which relate to such
  619  person.
  620         3. The applicant’s or person’s conviction of, or plea of
  621  nolo contendere to, a criminal offense or the applicant’s or
  622  person’s commission of any acts that would be grounds for
  623  refusal of an application under s. 517.161.
  624         (c)1.The following natural persons must submit a full set
  625  of fingerprints to the Department of Law Enforcement or to a
  626  vendor, entity, or agency authorized under s. 943.053(13) for
  627  live-scan processing in accordance with rules adopted by the
  628  commission:
  629         a.A natural person filing an application with the office
  630  for registration as an intermediary.
  631         b. A natural person who holds the title of president,
  632  treasurer, chief executive officer, chief financial officer,
  633  chief operations officer, chief legal officer, chief compliance
  634  officer, or director for an intermediary applicant.
  635         c. A natural person who is a 5 percent or more owner of an
  636  intermediary applicant.
  637         d. With respect to each 5 percent or more owner of an
  638  intermediary applicant that is a corporation, partnership,
  639  trust, or limited liability company, each natural person who is
  640  a 25 percent or more owner or trustee of such entity, and each
  641  natural person who is a 25 percent or more owner or trustee at
  642  each level up the chain of ownership up to, but not including an
  643  entity subject to s. 12 or s. 15(d) of the Securities Exchange
  644  Act of 1934, as amended.
  645         2. For purposes of this subsection, the term “owner” means:
  646         a. A shareholder who owns a percentage of a class of voting
  647  securities of an intermediary applicant, and includes any person
  648  who owns, beneficially owns, has the right to vote on, or has
  649  the power to sell or direct the sale of, the percentage of a
  650  class of a voting security of the intermediary applicant
  651  specified in sub-subparagraph 1.c. or 1.d. For purposes of this
  652  sub-subparagraph, a person beneficially owns any securities:
  653         (I) That are owned by the shareholder’s child, stepchild,
  654  grandchild, parent, stepparent, grandparent, spouse, sibling,
  655  mother-in-law, father-in-law, son-in-law, daughter-in-law,
  656  brother-in-law, or sister-in-law, sharing the same residence; or
  657         (II) That the shareholder has the right to acquire, within
  658  60 days, through the exercise of any option, warrant, or right
  659  to purchase the securities.
  660         b. A general partner of a partnership, and a limited
  661  partner of a partnership who has the right to receive upon
  662  dissolution, or has contributed, a percentage of the capital of
  663  an intermediary applicant.
  664         c. A trustee of a trust that owns a percentage of a class
  665  of a voting security of an intermediary applicant, or that has
  666  the right to receive upon dissolution, or has contributed, a
  667  percentage of the capital of an intermediary applicant.
  668         d. A member of a limited liability company who has the
  669  right to receive upon dissolution, or has contributed, a
  670  percentage of the capital of an intermediary applicant, and, all
  671  limited liability company managers of an intermediary applicant.
  672         (d) The vendor, entity, or agency authorized under s.
  673  943.053(13) to submit fingerprints electronically to the
  674  Department of Law Enforcement shall submit the fingerprints to
  675  the department for state processing, and the department shall
  676  forward the fingerprints to the Federal Bureau of Investigation
  677  for national processing.
  678         (e) Fees for state and federal fingerprint processing must
  679  be borne by the person subject to the criminal history record
  680  check. The state cost for fingerprint processing is as provided
  681  in s. 943.053(3)(e).
  682         (f) The office shall review the results of the state and
  683  federal criminal history record checks and determine whether the
  684  applicant is disqualified from registration. The commission may
  685  waive by rule the requirement that applicants, including any
  686  persons listed in sub-subparagraphs (c)1.a.-d., submit
  687  fingerprints or the requirement that such fingerprints be
  688  processed by the Department of Law Enforcement or the Federal
  689  Bureau of Investigation. In waiving the requirement, the
  690  commission may consider the rules and regulations of the
  691  Securities and Exchange Commission, the model rules and acts of
  692  the North American Securities Administrators Association, Inc.,
  693  and the rules and regulations of the Financial Industry
  694  Regulatory Authority.
  695         (g)(c) The application must be amended within 30 days if
  696  any information contained in the form becomes inaccurate for any
  697  reason.
  698         (h)(d) An intermediary or persons affiliated with the
  699  intermediary are not subject to any disqualification described
  700  in s. 517.1611 or Securities and Exchange Commission Rule
  701  506(d), 17 C.F.R. 230.506(d), adopted pursuant to the Securities
  702  Act of 1933, as amended. Each director, officer, manager or
  703  managing member, control person of the issuer, any person
  704  occupying a similar status or performing a similar function, and
  705  each person holding more than 20 percent of the ownership
  706  interests of the intermediary is subject to this requirement.
  707         (i)(e) If the office finds that the applicant has complied
  708  with the applicable registration provisions of this chapter and
  709  the rules adopted thereunder, it shall register the applicant.
  710  The registration of each intermediary expires on December 31 of
  711  the year the registration became effective unless the registrant
  712  renews his or her registration on or before that date.
  713  Registration may be renewed by furnishing such information as
  714  the commission may require by rule, together with payment of a
  715  $200 fee and the payment of any amount due to the office
  716  pursuant to any order of the office or pursuant to any agreement
  717  with the office. An intermediary who has not renewed a
  718  registration by the time that the current registration expires
  719  may request reinstatement of such registration by filing with
  720  the office, on or before January 31 of the year following the
  721  year of expiration, such information as required by the
  722  commission, together with payment of the $200 fee and a late fee
  723  of $200. Any reinstatement of registration granted by the office
  724  during the month of January is deemed effective retroactive to
  725  January 1 of that year.
  726         (21)(20) The registration requirements of this section do
  727  not apply to any general lines insurance agent or life insurance
  728  agent licensed under chapter 626, with regard to the sale of a
  729  security as defined in s. 517.021(30)(g) s. 517.021(25)(g), if
  730  the individual is directly authorized by the issuer to offer or
  731  sell the security on behalf of the issuer and the issuer is a
  732  federally chartered savings bank subject to regulation by the
  733  Federal Deposit Insurance Corporation. Actions under this
  734  subsection constitute activity under the insurance agent’s
  735  license for purposes of ss. 626.611 and 626.621.
  736         (22)(a)(21)(a) As used in this subsection, the term:
  737         1. “Broker” has the same meaning as “dealer” as defined in
  738  s. 517.021.
  739         2.“Business combination related shell company” means a
  740  shell company that is formed by an entity that is not a shell
  741  company solely for the purpose of:
  742         a.Changing the corporate domicile of the entity solely
  743  within the United States; or
  744         b.Completing a business combination transaction, as
  745  defined in 17 C.F.R. s. 230.165(f), among one or more entities
  746  other than the company itself, none of which is a shell company.
  747         3.2. “Control person” means a person an individual or
  748  entity that possesses the power, directly or indirectly, to
  749  direct the management or policies of a company through ownership
  750  of securities, by contract, or otherwise. A person is presumed
  751  to be a control person of a company if, upon completion of a
  752  transaction, the buyer or group of buyers with respect to a
  753  particular company, the person:
  754         a.Is a director, a general partner, a member, or a manager
  755  of a limited liability company, or is an officer who exercises
  756  executive responsibility or has a similar status or function;
  757         a.b. Has the power to vote 25 20 percent or more of a class
  758  of voting securities or has the power to sell or direct the sale
  759  of 25 20 percent or more of a class of voting securities; or
  760         b.c. In the case of a partnership or limited liability
  761  company, may receive upon dissolution, or has contributed, 25 20
  762  percent or more of the capital.
  763         4.3. “Eligible privately held company” means a privately
  764  held company that meets all of the following conditions:
  765         a. The company does not have any class of securities which
  766  is registered, or which is required to be registered, with the
  767  United States Securities and Exchange Commission under the
  768  Securities Exchange Act of 1934, 15 U.S.C. ss. 78a et seq., as
  769  amended, or with the office under s. 517.07, or for which the
  770  company files, or is required to file, summary and periodic
  771  information, documents, and reports under s. 15(d) of the
  772  Securities Exchange Act of 1934, 15 U.S.C. s. 78o(d), as
  773  amended.
  774         b. In the fiscal year immediately preceding the fiscal year
  775  during which the merger and acquisition broker begins to provide
  776  services for the securities transaction, the company, in
  777  accordance with its historical financial accounting records, has
  778  earnings before interest, taxes, depreciation, and amortization
  779  of less than $25 million or has gross revenues of less than $250
  780  million. On July 1, 2021, and every 5 years thereafter, each
  781  dollar amount in this sub-subparagraph shall be adjusted by
  782  dividing the annual value of the Employment Cost Index for wages
  783  and salaries for private industry workers, or any successor
  784  index, as published by the Bureau of Labor Statistics, for the
  785  calendar year preceding the calendar year in which the
  786  adjustment is being made, by the annual value of such index or
  787  successor index for the calendar year ending December 31, 2020
  788  2012, and multiplying such dollar amount by the quotient
  789  obtained. Each dollar amount determined under this sub
  790  subparagraph must shall be rounded to the nearest multiple of
  791  $100,000 and adopted by commission rule.
  792         5.4. “Merger and acquisition broker” means a any broker and
  793  any person associated with a broker engaged in the business of
  794  effecting securities transactions solely in connection with the
  795  transfer of ownership of an eligible privately held company,
  796  regardless of whether the that broker acts on behalf of a seller
  797  or buyer, through the purchase, sale, exchange, issuance,
  798  repurchase, or redemption of, or a business combination
  799  involving, securities or assets of the eligible privately held
  800  company.
  801         6.5. “Public Shell company” means a company that at the
  802  time of a transaction with an eligible privately held company:
  803         a.Has any class of securities which is registered, or
  804  which is required to be registered, with the United States
  805  Securities and Exchange Commission under the Securities Exchange
  806  Act of 1934, 15 U.S.C. ss. 78a et seq., or with the office under
  807  s. 517.07, or for which the company files, or is required to
  808  file, summary and periodic information, documents, and reports
  809  under s. 15(d) of the Securities Exchange Act of 1934, 15 U.S.C.
  810  s. 78o(d);
  811         a.b. Has nominal or no operations.; and
  812         b.c. Has nominal assets or no assets, assets consisting
  813  solely of cash and cash equivalents, or assets consisting of any
  814  amount of cash and cash equivalents and nominal other assets.
  815         (b) Prior to the completion of any securities transaction
  816  described in s. 517.061(7), a merger and acquisition broker must
  817  receive written assurances from the control person with the
  818  largest percentage of ownership for both the buyer and seller
  819  engaged in the transaction that:
  820         1. After the transaction is completed, any person who
  821  acquires securities or assets of the eligible privately held
  822  company, acting alone or in concert, will be a control person of
  823  the eligible privately held company or will be a control person
  824  for the business conducted with the assets of the eligible
  825  privately held company.; and
  826         2.After the transaction is completed, any person who
  827  acquires securities or assets of the eligible privately held
  828  company, acting alone or in concert, will be deemed to be active
  829  in the management of the eligible privately held company or the
  830  business conducted with the assets of the eligible privately
  831  held company, and active in the management of the assets of the
  832  eligible privately held company, if he or she engages in any of
  833  the following acts or activities:
  834         a.Electing executive officers.
  835         b.Approving the annual budget.
  836         c.Serving as an executive or other executive manager.
  837         d.Carrying out such other activities as the commission may
  838  by rule determine to be in the public interest.
  839         3.2. If any person is offered securities in exchange for
  840  securities or assets of the eligible privately held company,
  841  such person will, before becoming legally bound to complete the
  842  transaction, receive or be given reasonable access to the most
  843  recent year-end financial statements of the issuer of the
  844  securities offered in exchange. The most recent year-end
  845  financial statements shall be customarily prepared by the
  846  issuer’s management in the normal course of operations. If the
  847  financial statements of the issuer are audited, reviewed, or
  848  compiled, the most recent year-end financial statements must
  849  include any related statement by the independent certified
  850  public accountant; a balance sheet dated not more than 120 days
  851  before the date of the exchange offer; and information
  852  pertaining to the management, business, results of operations
  853  for the period covered by the foregoing financial statements,
  854  and material loss contingencies of the issuer.
  855         (c) A merger and acquisition broker engaged in a
  856  transaction exempt under s. 517.061(7) is exempt from
  857  registration under this section unless the merger and
  858  acquisition broker:
  859         1. Directly or indirectly, in connection with the transfer
  860  of ownership of an eligible privately held company, receives,
  861  holds, transmits, or has custody of the funds or securities to
  862  be exchanged by the parties to the transaction;
  863         2. Engages on behalf of an issuer in a public offering of
  864  any class of securities which is registered, or which is
  865  required to be registered, with the United States Securities and
  866  Exchange Commission under the Securities Exchange Act of 1934,
  867  15 U.S.C. ss. 78a et seq., as amended, or with the office under
  868  s. 517.07; or for which the issuer files, or is required to
  869  file, periodic information, documents, and reports under s.
  870  15(d) of the Securities Exchange Act of 1934, 15 U.S.C. s.
  871  78o(d), as amended;
  872         3. Engages on behalf of any party in a transaction
  873  involving a public shell company, other than a business
  874  combination related shell company;
  875         4.Directly, or indirectly through any of its affiliates,
  876  provides financing related to the transfer of ownership of an
  877  eligible privately held company;
  878         5.Assists any party to obtain financing from an
  879  unaffiliated third party without:
  880         a.Complying with all other applicable laws in connection
  881  with such assistance, including, if applicable, Regulation T
  882  under 12 C.F.R. ss. 220 et seq., as amended; and
  883         b.Disclosing any compensation in writing to the party;
  884         6.Represents both the buyer and the seller in the same
  885  transaction without providing clear written disclosure as to the
  886  parties the broker represents and obtaining written consent from
  887  both parties to the joint representation;
  888         7.Facilitates a transaction with a group of buyers formed
  889  with the assistance of the merger and acquisition broker to
  890  acquire the eligible privately held company;
  891         8.Engages in a transaction involving the transfer of
  892  ownership of an eligible privately held company to a passive
  893  buyer or group of passive buyers;
  894         9.Binds a party to a transfer of ownership of an eligible
  895  privately held company; or
  896         10.Is subject to, or an officer, director, member,
  897  manager, partner, or employee of the broker is subject to, the
  898  following disciplinary actions:
  899         a.Has been barred from association with a broker or dealer
  900  by the Securities and Exchange Commission, any state, or any
  901  self-regulatory organization; or
  902         b.Is suspended from association with a broker or dealer.
  903         4.Is subject to a suspension or revocation of registration
  904  under s. 15(b)(4) of the Securities Exchange Act of 1934, 15
  905  U.S.C. s. 78o(b)(4);
  906         5.Is subject to a statutory disqualification described in
  907  s. 3(a)(39) of the Securities Exchange Act of 1934, 15 U.S.C. s.
  908  78c(a)(39);
  909         6.Is subject to a disqualification under the United States
  910  Securities and Exchange Commission Rule 506(d), 17 C.F.R. s.
  911  230.506(d); or
  912         7.Is subject to a final order described in s. 15(b)(4)(H)
  913  of the Securities Exchange Act of 1934, 15 U.S.C. s.
  914  78o(b)(4)(H).
  915         Section 9. Subsection (1), paragraph (a) of subsection (2),
  916  and subsections (3) and (5) of section 517.131, Florida
  917  Statutes, are amended to read:
  918         517.131 Securities Guaranty Fund.—
  919         (1) As used in this section, the term:
  920         (a) “Final judgment” includes an arbitration award
  921  confirmed by a court of competent jurisdiction.
  922         (b)“Restitution order” means a court order awarding a
  923  specified monetary amount to a named aggrieved person for a
  924  violation of s. 517.07 or s. 517.301 to be paid by a named
  925  violator.
  926         (2)(a) The Chief Financial Officer shall establish a
  927  Securities Guaranty Fund to provide monetary relief to victims
  928  of securities violations under this chapter who are entitled to
  929  monetary damages or restitution and cannot recover the full
  930  amount of such monetary damages or restitution from the
  931  wrongdoer. An amount not exceeding 20 percent of all revenues
  932  received as assessment fees pursuant to s. 517.12(10) and (11)
  933  s. 517.12(9) and (10) for dealers and investment advisers or s.
  934  517.1201 for federal covered advisers and an amount not
  935  exceeding 10 percent of all revenues received as assessment fees
  936  pursuant to s. 517.12(10) and (11) s. 517.12(9) and (10) for
  937  associated persons must be part of the regular registration
  938  license fee and must be transferred to or deposited in the
  939  Securities Guaranty Fund.
  940         (3) A person is eligible for payment from the Securities
  941  Guaranty Fund if the person:
  942         (a)1. Is a judgment creditor in Holds an unsatisfied final
  943  judgment or a named beneficiary or victim in an unsatisfied
  944  restitution order entered on or after October 1, 2024, in which
  945  a wrongdoer was found to have violated s. 517.07 or s. 517.301;
  946         2. Has applied any amount recovered from the judgment
  947  debtor, a person ordered to pay restitution, or any other source
  948  to the damages awarded in a final judgment or restitution order
  949  by the court or arbitrator; and
  950         3. Is a natural person who was a resident of this state, or
  951  is a business entity that was domiciled in this state, at the
  952  time of the violation of s. 517.07 or s. 517.301; or
  953         (b) Is a receiver appointed pursuant to s. 517.191(2) by a
  954  court of competent jurisdiction for a wrongdoer ordered to pay
  955  restitution under s. 517.191(3) as a result of a violation of s.
  956  517.07 or s. 517.301 which has requested payment from the
  957  Securities Guaranty Fund on behalf of a person eligible for
  958  payment under paragraph (a).
  959  
  960  If a person holds an unsatisfied final judgment or restitution
  961  order entered before October 1, 2024, in which a wrongdoer was
  962  found to have violated s. 517.07 or s. 517.301, such person’s
  963  claim for payment from the Securities Guaranty Fund shall be
  964  governed by the terms of this section and s. 517.141 which were
  965  effective on the date of such final judgment or restitution
  966  order.
  967         (5) An eligible person, or a receiver on behalf of the
  968  eligible person, seeking payment from the Securities Guaranty
  969  Fund must file with the office a written application on a form
  970  that the commission may prescribe by rule. The commission may
  971  adopt by rule procedures for filing documents by electronic
  972  means, provided that such procedures provide the office with the
  973  information and data required by this section. The application
  974  must be filed with the office within 1 year after the date of
  975  the final judgment, the date on which a restitution order has
  976  been ripe for execution, or the date of any appellate decision
  977  thereon, and, at minimum, must contain all of the following
  978  information:
  979         (a) The eligible person’s and, if applicable, the
  980  receiver’s full names, addresses, and contact information.
  981         (b) The name of the judgment debtor or person ordered to
  982  pay restitution.
  983         (c) If the eligible person is a business entity, the
  984  eligible person’s type and place of organization and, as
  985  applicable, a copy, as amended, of its articles of
  986  incorporation, articles of organization, trust agreement, or
  987  partnership agreement.
  988         (d) A copy of any final judgment or and a copy thereof.
  989         (e)Any restitution order pursuant to s. 517.191(3), and a
  990  copy thereof.
  991         (e)(f) An affidavit from the eligible person stating either
  992  one of the following:
  993         1. That the eligible person has made all reasonable
  994  searches and inquiries to ascertain whether the judgment debtor
  995  or person ordered to pay restitution possesses real or personal
  996  property or other assets subject to being sold or applied in
  997  satisfaction of the final judgment or restitution order and, by
  998  the eligible person’s search, that the eligible person has not
  999  discovered any property or assets.
 1000         2. That the eligible person has taken necessary action on
 1001  the property and assets of the wrongdoers but the final judgment
 1002  or restitution order remains unsatisfied.
 1003         (f)(g) If the application is filed by the receiver, an
 1004  affidavit from the receiver stating the amount of restitution
 1005  owed to the eligible person on whose behalf the claim is filed;
 1006  the amount of any money, property, or assets paid to the
 1007  eligible person on whose behalf the claim is filed by the person
 1008  over whom the receiver is appointed; and the amount of any
 1009  unsatisfied portion of any eligible person’s restitution order
 1010  of restitution.
 1011         (g)(h) The eligible person’s residence or domicile at the
 1012  time of the violation of s. 517.07 or s. 517.301 which resulted
 1013  in the eligible person’s monetary damages.
 1014         (h)(i) The amount of any unsatisfied portion of the
 1015  eligible person’s final judgment or restitution order.
 1016         (i)(j) Whether an appeal or motion to vacate an arbitration
 1017  award has been filed.
 1018         Section 10. Subsection (3) of section 517.301, Florida
 1019  Statutes, is amended to read:
 1020         517.301 Fraudulent transactions; falsification or
 1021  concealment of facts.—
 1022         (3) It is unlawful for a person in issuing or selling a
 1023  security within this state, including a security exempted under
 1024  s. 517.051 and including a transaction exempted under s.
 1025  517.061, s. 517.0611, or s. 517.0612, to misrepresent that such
 1026  security or person business entity has been guaranteed,
 1027  sponsored, recommended, or approved by the state or an agency or
 1028  officer of the state or by the United States or an agency or
 1029  officer of the United States.
 1030         Section 11. Subsection (4) of section 517.34, Florida
 1031  Statutes, is amended to read:
 1032         517.34 Protection of specified adults.—
 1033         (4) A delay on a disbursement or transaction under
 1034  subsection (3) expires 15 business days after the date on which
 1035  the delay was first placed. However, the dealer or investment
 1036  adviser may extend the delay for up to 30 10 additional business
 1037  days if the dealer’s or investment adviser’s review of the
 1038  available facts and circumstances continues to support such
 1039  dealer’s or investment adviser’s reasonable belief that
 1040  financial exploitation of the specified adult has occurred, is
 1041  occurring, has been attempted, or will be attempted. A dealer or
 1042  investment adviser that extends a delay must notify the office
 1043  on a form prescribed by commission rule not later than 3
 1044  business days after the date on which the extension was applied.
 1045  The notice must identify the dealer or investment adviser that
 1046  extended the delay and the date on which the delay was
 1047  originally made. The length of the delay may be shortened or
 1048  extended at any time by a court of competent jurisdiction. This
 1049  subsection does not prevent a dealer or investment adviser from
 1050  terminating a delay after communication with the parties
 1051  authorized to transact business on the account and any trusted
 1052  contact on the account.
 1053         Section 12. Subsection (1) of section 517.211, Florida
 1054  Statutes, is amended to read:
 1055         517.211 Private remedies available in cases of unlawful
 1056  sale.—
 1057         (1) Every sale made in violation of either s. 517.07 or s.
 1058  517.12(1), (3), (4), (9), (11), (13), (16), or (18) s.
 1059  517.12(1), (3), (4), (8), (10), (12), (15), or (17) may be
 1060  rescinded at the election of the purchaser; however, a sale made
 1061  in violation of the provisions of s. 517.1202(3) relating to a
 1062  renewal of a branch office notification or in violation of the
 1063  provisions of s. 517.12(13) s. 517.12(12) relating to filing a
 1064  change of address amendment is not subject to this section. Each
 1065  person making the sale and every director, officer, partner, or
 1066  agent of or for the seller, if the director, officer, partner,
 1067  or agent has personally participated or aided in making the
 1068  sale, is jointly and severally liable to the purchaser in an
 1069  action for rescission, if the purchaser still owns the security,
 1070  or for damages, if the purchaser has sold the security. No
 1071  purchaser otherwise entitled will have the benefit of this
 1072  subsection who has refused or failed, within 30 days after
 1073  receipt, to accept an offer made in writing by the seller, if
 1074  the purchaser has not sold the security, to take back the
 1075  security in question and to refund the full amount paid by the
 1076  purchaser or, if the purchaser has sold the security, to pay the
 1077  purchaser an amount equal to the difference between the amount
 1078  paid for the security and the amount received by the purchaser
 1079  on the sale of the security, together, in either case, with
 1080  interest on the full amount paid for the security by the
 1081  purchaser at the legal rate, pursuant to s. 55.03, for the
 1082  period from the date of payment by the purchaser to the date of
 1083  repayment, less the amount of any income received by the
 1084  purchaser on the security.
 1085         Section 13. Subsection (2) of section 517.315, Florida
 1086  Statutes, is amended to read:
 1087         517.315 Fees.—All fees of any nature collected by the
 1088  office pursuant to this chapter shall be disbursed as follows:
 1089         (2) After the transfer required in subsection (1), the
 1090  office shall transfer the $50 assessment fee collected from each
 1091  associated person under s. 517.12(10) and (11) s. 517.12(9) and
 1092  (10) and 30.44 percent of the $100 assessment fee paid by
 1093  dealers and investment advisers for each office in the state
 1094  under s. 517.12(10) and (11) s. 517.12(9) and (10) to the
 1095  Regulatory Trust Fund.
 1096         Section 14. This act shall take effect upon becoming a law.
 1097  
 1098  ================= T I T L E  A M E N D M E N T ================
 1099  And the title is amended as follows:
 1100         Delete everything before the enacting clause
 1101  and insert:
 1102                        A bill to be entitled                      
 1103         An act relating to securities; amending s. 517.021,
 1104         F.S.; providing and revising definitions; amending s.
 1105         517.061, F.S.; revising the circumstances under which
 1106         securities transactions are exempt from registration
 1107         requirements; conforming cross-references; amending s.
 1108         517.0612, F.S.; revising the filing requirements for
 1109         securities issuers under the Florida Invest Local
 1110         Exemption law; amending s. 517.0614, F.S.; revising
 1111         circumstances under which securities offers and sales
 1112         are not subject to integration with other offerings;
 1113         amending s. 517.0616, F.S.; revising the registration
 1114         exemptions that are available to specified issuers
 1115         under certain circumstances; providing applicability
 1116         of certain disqualification provisions under a
 1117         specified Securities and Exchange Commission rule;
 1118         amending s. 517.075, F.S.; making a technical change;
 1119         amending s. 517.081, F.S.; revising the requirements
 1120         for securities registration applications; amending s.
 1121         517.12, F.S.; revising the list of persons who must
 1122         submit fingerprints for live-scan processing for
 1123         registration applications; providing fees for
 1124         fingerprint processing; defining the term “owner”;
 1125         authorizing the Financial Services Commission to
 1126         consider certain rules and regulations in waiving the
 1127         fingerprint requirement; providing and revising
 1128         definitions; revising the written assurances
 1129         requirements that merger and acquisition brokers must
 1130         receive from certain control persons under specified
 1131         circumstances; revising the circumstances under which
 1132         merger and acquisition brokers are not exempt from
 1133         specified securities registration; conforming cross
 1134         references; amending s. 517.131, F.S.; defining the
 1135         term “restitution order”; revising the circumstances
 1136         under which a person is eligible for payment from the
 1137         Securities Guaranty Fund; revising the requirements
 1138         for applications for payment from the fund; conforming
 1139         cross-references; amending s. 517.301, F.S.;
 1140         specifying a prohibition against certain
 1141         misrepresentations in a person issuing and selling
 1142         securities; amending s. 517.34, F.S.; revising the
 1143         maximum number of days by which a dealer or investment
 1144         adviser may extend a delay on a disbursement or
 1145         transaction; amending ss. 517.211 and 517.315, F.S.;
 1146         conforming cross-references; providing an effective
 1147         date.