Florida Senate - 2025 CS for SB 988
By the Committee on Banking and Insurance; and Senator Truenow
597-02253-25 2025988c1
1 A bill to be entitled
2 An act relating to securities; amending s. 517.021,
3 F.S.; providing and revising definitions; amending s.
4 517.061, F.S.; revising the circumstances under which
5 securities transactions are exempt from registration
6 requirements; conforming cross-references; amending s.
7 517.0612, F.S.; revising the filing requirements for
8 securities issuers under the Florida Invest Local
9 Exemption law; amending s. 517.0614, F.S.; revising
10 circumstances under which securities offers and sales
11 are not subject to integration with other offerings;
12 amending s. 517.0616, F.S.; revising the registration
13 exemptions that are available to specified issuers
14 under certain circumstances; providing applicability
15 of certain disqualification provisions under a
16 specified Securities and Exchange Commission rule;
17 amending s. 517.075, F.S.; making a technical change;
18 amending s. 517.081, F.S.; revising the requirements
19 for securities registration applications; amending s.
20 517.12, F.S.; revising the list of persons who must
21 submit fingerprints for live-scan processing for
22 registration applications; providing fees for
23 fingerprint processing; defining the term “owner”;
24 authorizing the Financial Services Commission to
25 consider certain rules and regulations in waiving the
26 fingerprint requirement; providing and revising
27 definitions; revising the written assurances
28 requirements that merger and acquisition brokers must
29 receive from certain control persons under specified
30 circumstances; revising the circumstances under which
31 merger and acquisition brokers are not exempt from
32 specified securities registration; conforming cross
33 references; amending s. 517.131, F.S.; defining the
34 term “restitution order”; revising the circumstances
35 under which a person is eligible for payment from the
36 Securities Guaranty Fund; revising the requirements
37 for applications for payment from the fund; conforming
38 cross-references; amending s. 517.301, F.S.;
39 specifying a prohibition against certain
40 misrepresentations in a person issuing and selling
41 securities; amending s. 517.34, F.S.; revising the
42 maximum number of days by which a dealer or investment
43 adviser may extend a delay on a disbursement or
44 transaction; amending ss. 517.211 and 517.315, F.S.;
45 conforming cross-references; providing an effective
46 date.
47
48 Be It Enacted by the Legislature of the State of Florida:
49
50 Section 1. Present subsections (6) through (9), (10), (11),
51 (12), (13) through (17), (18), (19), (20) through (25), (26),
52 and (27) of section 517.021, Florida Statutes, are redesignated
53 as subsections (7) through (10), (12), (14), (15), (17) through
54 (21), (25), (26), (28) through (33), (36), and (37),
55 respectively, new subsections (6), (11), (13), (16), (22), (23),
56 (24), (27), (34), and (35) are added to that section, and
57 present subsections (11) and (15) of that section are amended,
58 to read:
59 517.021 Definitions.—When used in this chapter, unless the
60 context otherwise indicates, the following terms have the
61 following respective meanings:
62 (6) “Branch manager” means a natural person who administers
63 or supervises the affairs or operations of a branch office.
64 (11) “Corporation” has the same meaning as “corporation,”
65 “domestic corporation,” or “foreign corporation” in s.
66 607.01401.
67 (13) “Director” means a person appointed or elected to sit
68 on a board that manages the affairs of a corporation or other
69 organization by electing or exercising control over its
70 officers.
71 (14)(11) “Federal covered adviser” means a person that is
72 registered or required to be registered under s. 203 of the
73 Investment Advisers Act of 1940, as amended. The term does not
74 include any person that is excluded from the definition of
75 investment adviser under subparagraphs (20)(b)1.-7. (16)(b)1.-7.
76 and 9.
77 (16) “General partner” has the same meaning as in s.
78 620.1102 and includes a co-owner or manager of a partnership who
79 has unlimited liability for the partnership’s debts.
80 (19)(15) “Intermediary” means a natural person that
81 residing in this state or a corporation, trust, partnership,
82 limited liability company, association, or other legal entity
83 registered with the Secretary of State to do business in this
84 state, which facilitates through its website the offer or sale
85 of securities of an issuer with a principal place of business in
86 this state.
87 (22) “Limited liability company” has the same meaning as in
88 s. 605.0102, including a “foreign limited liability company,” as
89 that term is defined in that section.
90 (23) “Limited liability company manager” or “limited
91 liability managing member” means a person who is responsible
92 alone, or in concert with others, for performing the management
93 functions of a limited liability company.
94 (24) “Limited partner” has the same meaning as in s.
95 620.1102 and includes a co-owner of a partnership who has
96 limited liability for the partnership’s debts.
97 (27) “Partnership” means two or more persons who are the
98 co-owners of a business, including those operating as a “foreign
99 limited liability limited partnership,” a “foreign limited
100 partnership,” a “limited liability limited partnership,” or a
101 “limited partnership” as those terms are defined in s. 620.1102.
102 (34) “Shareholder” means a person who owns at least one
103 share of a corporation and whose ownership is reflected in the
104 records of the corporation.
105 (35) “Trust” has the same meaning as in s. 731.201.
106 Section 2. Subsections (7) and (9), paragraph (f) of
107 subsection (11), and subsections (18), (19), and (20) of section
108 517.061, Florida Statutes, are amended to read:
109 517.061 Exempt transactions.—Except as otherwise provided
110 in subsection (11), the exemptions provided herein from the
111 registration requirements of s. 517.07 are self-executing and do
112 not require any filing with the office before being claimed. Any
113 person who claims entitlement to an exemption under this section
114 bears the burden of proving such entitlement in any proceeding
115 brought under this chapter. The registration provisions of s.
116 517.07 do not apply to any of the following transactions;
117 however, such transactions are subject to s. 517.301:
118 (7) The offer or sale of securities, solely in connection
119 with the transfer of ownership of an eligible privately held
120 company, through a merger and acquisition broker in accordance
121 with s. 517.12(22) s. 517.12(21).
122 (9) The offer or sale of securities to:
123 (a) A bank, trust company, savings institution, insurance
124 company, dealer, investment company as defined in the Investment
125 Company Act of 1940, 15 U.S.C. s. 80a-3, as amended, pension or
126 profit-sharing trust, or qualified institutional buyer, whether
127 any of such entities is acting in its individual or fiduciary
128 capacity.
129 (b) A savings and loan association, building and loan
130 association, cooperative bank, or credit union, which is
131 supervised and examined by a state or federal authority having
132 supervision over any such institution.
133 (c) A federal covered adviser, investment adviser
134 registered pursuant to the laws of a state, exempt reporting
135 adviser or private fund adviser as those terms are defined in s.
136 517.12(23)(a)2. and 3., respectively, investment adviser relying
137 on the exemption from registering with the Securities and
138 Exchange Commission under s. 203(l) or (m) of the Investment
139 Advisers Act of 1940, as amended, business development company
140 as defined in s. 2(a)(48) of the Investment Company Act of 1940,
141 as amended, or business development company as defined in s.
142 202(a)(22) of the Investment Advisers Act of 1940, as amended.
143 (d) A small business investment company licensed by the
144 Small Business Administration under s. 301(c) of the Small
145 Business Investment Act of 1958, as amended, or rural business
146 investment company as defined in s. 384A of the Consolidated
147 Farm and Rural Development Act.
148 (e) A plan established and maintained by a state, a
149 political subdivision thereof, or any agency or instrumentality
150 of a state or a political subdivision, for the benefit of its
151 employees, if such plan has total assets in excess of $5
152 million, an employee benefit plan within the meaning of the
153 Employee Retirement Income Security Act of 1974 if the
154 investment decision is made by a plan fiduciary, as described in
155 s. 3(21) of such act, which is a bank, savings and loan
156 association, insurance company, or federal covered adviser, or
157 if the employee benefit plan has total assets in excess of $5
158 million or, if a self-directed plan, with investment decisions
159 made solely by persons that are accredited investors.
160 (f) An organization described in s. 501(c)(3) of the
161 Internal Revenue Code, corporation, Massachusetts trust or
162 similar business trust, partnership, or limited liability
163 company, not formed for the specific purpose of acquiring the
164 securities offered, with total assets in excess of $5 million.
165 (g) A trust, with total assets in excess of $5 million, not
166 formed for the specific purpose of acquiring the securities
167 offered, whose purchase is directed by a sophisticated person as
168 described in Securities and Exchange Commission Rule
169 506(b)(2)(ii), 17 C.F.R. s. 230.506(b)(2)(ii), as amended.
170 (h) An entity of a type not listed in paragraphs (a)-(g) or
171 paragraph (j) which owns investments as defined in Securities
172 and Exchange Commission Rule 2a51-1(b), 17 C.F.R. s. 270.2a51
173 1(b), as amended, in excess of $5 million and is not formed for
174 the specific purpose of acquiring the securities offered.
175 (i) A family office as defined in Securities and Exchange
176 Commission Rule 202(a)(11)(G)-1 under the Investment Advisers
177 Act of 1940, 17 C.F.R. s. 275.202(a)(11)(G)-1, as amended,
178 provided that:
179 1. The family office has assets under management in excess
180 of $5 million;
181 2. The family office is not formed for the specific purpose
182 of acquiring the securities offered; and
183 3. The prospective investment of the family office is
184 directed by a person who has knowledge and experience in
185 financial and business matters that the family office is capable
186 of evaluating the merits and risks of the prospective
187 investment.
188 (j) An entity in which all of the equity owners are
189 described in paragraphs (a)-(i).
190 (11) Offers or sales of securities by an issuer in a
191 transaction that meets all of the following conditions:
192 (f) The issuer files with the office a notice of
193 transaction on a form prescribed by commission rule, an
194 irrevocable written, a consent to service of civil process in
195 accordance with s. 517.101, and a copy of the general
196 announcement within 15 days after the first sale is made in this
197 state. The commission may adopt by rule procedures for filing
198 documents by electronic means.
199 (18) Any nonissuer transaction by a registered dealer, and
200 any resale transaction by a sponsor of a unit investment trust
201 registered under the Investment Company Act of 1940, as amended,
202 in a security of a class that has been outstanding in the hands
203 of the public for at least 90 days; provided that, at the time
204 of the transaction, the following conditions in paragraphs (a),
205 (b), and (c) and either paragraph (d) or paragraph (e) are met:
206 (a) The issuer of the security is actually engaged in
207 business and is not in the organizational stage or in bankruptcy
208 or receivership and is not a blank check, blind pool, or shell
209 company whose primary plan of business is to engage in a merger
210 or combination of the business with, or an acquisition of, an
211 unidentified person.
212 (b) The security is sold at a price reasonably related to
213 the current market price of the security.
214 (c) The security does not constitute the whole or part of
215 an unsold allotment to, or a subscription or participation by,
216 the dealer as an underwriter of the security.
217 (d) The security is listed in a nationally recognized
218 securities manual designated by rule of the commission or a
219 document filed with and publicly viewable through the Securities
220 and Exchange Commission electronic data gathering and retrieval
221 system and contains:
222 1. A description of the business and operations of the
223 issuer.;
224 2. The names of the issuer’s officers and directors, if
225 any, or, in the case of an issuer not domiciled in the United
226 States, the corporate equivalents of such persons in the
227 issuer’s country of domicile.;
228 3. An audited balance sheet of the issuer as of a date
229 within 18 months before such transaction or, in the case of a
230 reorganization or merger in which parties to the reorganization
231 or merger had such audited balance sheet, a pro forma balance
232 sheet.; and
233 4. An audited income statement for each of the issuer’s
234 immediately preceding 2 fiscal years, or for the period of
235 existence of the issuer, if in existence for less than 2 years
236 or, in the case of a reorganization or merger in which the
237 parties to the reorganization or merger had such audited income
238 statement, a pro forma income statement.
239 (e)1. The issuer of the security has a class of equity
240 securities listed on a national securities exchange registered
241 under the Securities Exchange Act of 1934, as amended;
242 2. The class of security is quoted, offered, purchased, or
243 sold through an alternative trading system registered under
244 Securities and Exchange Commission Regulation ATS, 17 C.F.R. s.
245 242.301, as amended, and the issuer of the security has made
246 current information publicly available in accordance with
247 Securities and Exchange Commission Rule 15c2-11, 17 C.F.R. s.
248 240.15c2-11, as amended;
249 3. The issuer of the security is a unit investment trust
250 registered under the Investment Company Act of 1940, as amended;
251 4. The issuer of the security has been engaged in
252 continuous business, including predecessors, for at least 3
253 years; or
254 5. The issuer of the security has total assets of at least
255 $2 million based on an audited balance sheet as of a date within
256 18 months before such transaction or, in the case of a
257 reorganization or merger in which parties to the reorganization
258 or merger had such audited balance sheet, a pro forma balance
259 sheet.
260 (19) The offer or sale of any security effected by or
261 through a person in compliance with s. 517.12(17) s. 517.12(16).
262 (20)(a) A nonissuer transaction in an outstanding security
263 by or through a dealer registered or exempt from registration
264 under this chapter, if, at the time of the transaction, all of
265 the following conditions are met true:
266 1.(a) The issuer is a reporting issuer in a foreign
267 jurisdiction designated by this subsection or by commission
268 rule, and the issuer has been subject to continuous reporting
269 requirements in such foreign jurisdiction for not less than 180
270 days before the transaction.
271 2.(b) The security is listed on a foreign securities
272 exchange or foreign securities market the securities exchange
273 designated by this subsection or by commission rule, is a
274 security of the same issuer which is of senior or substantially
275 equal rank to the listed security, or is a warrant or right to
276 purchase or subscribe to any such security.
277 (b) The commission shall consider all of the following in
278 designating a foreign securities exchange or foreign securities
279 market for purposes of this subsection:
280 1. Organization under foreign law.
281 2. Association with a community of dealers, financial
282 institutions, or other professional intermediaries with an
283 established operating history.
284 3. Oversight by a governmental or self-regulatory body.
285 4. Oversight standards set by general law.
286 5. Reporting of securities transactions on a regular basis
287 to a governmental or self-regulatory body.
288 6. A system for exchange of price quotations through common
289 communications media.
290 7. An organized clearance and settlement system.
291 8. Listing in Securities and Exchange Commission Regulation
292 S Rule 902, 17 C.F.R. s. 230.902, as amended.
293
294 For purposes of this subsection, Canada, together with its
295 provinces and territories, is designated as a foreign
296 jurisdiction, and Toronto Stock Exchange, Inc., is designated as
297 a securities exchange. If, after an administrative hearing in
298 compliance with ss. 120.569 and 120.57, the office finds that
299 revocation is necessary or appropriate in furtherance of the
300 public interest and for the protection of investors, it may
301 revoke the designation of a foreign securities exchange or
302 foreign securities market under this subsection.
303 Section 3. Subsection (10) of section 517.0612, Florida
304 Statutes, is amended to read:
305 517.0612 Florida Invest Local Exemption.—
306 (10) The issuer must file with the office a notice of
307 transaction on a form prescribed by commission rule, an
308 irrevocable written consent to service of civil process in
309 accordance with s. 517.101, and a copy of the disclosure
310 statement described in subsection (8) at least the offering with
311 the office, in writing or in electronic form, in a format
312 prescribed by commission rule, no less than 5 business days
313 before the offering commences, along with the disclosure
314 statement described in subsection (8). If there are any material
315 changes to the information previously submitted, the issuer
316 must, within 3 business days after such material change, file an
317 amended notice.
318 Section 4. Paragraph (b) of subsection (2) of section
319 517.0614, Florida Statutes, is amended to read:
320 517.0614 Integration of offerings.—
321 (2) The integration analysis required by subsection (1) is
322 not required if any of the following nonexclusive safe harbors
323 apply:
324 (b) Offers and sales made in compliance with any of the
325 following provisions are not subject to integration with other
326 offerings:
327 1. Section 517.051 or s. 517.061, except s. 517.061(10) or
328 (11) s. 517.061(9), (10), or (11).
329 2. Section 517.0611 or s. 517.0612.
330 Section 5. Section 517.0616, Florida Statutes, is amended
331 to read:
332 517.0616 Disqualification.—
333 (1) A registration exemption under s. 517.061(11) s.
334 517.061(9), (10), and (11), s. 517.0611, or s. 517.0612 is not
335 available to an issuer if, at the time the issuer makes an offer
336 for the sale of a security, the issuer; a predecessor of the
337 issuer; an affiliated issuer; a director, executive officer, or
338 other officer of the issuer participating in the offering; a
339 general partner or managing member of the issuer; a beneficial
340 owner of 20 percent or more of the issuer’s outstanding voting
341 equity securities, calculated on the basis of voting power; or a
342 promoter connected with the issuer in any capacity at the time
343 of such sale that would be disqualified under Securities and
344 Exchange Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as
345 amended, at the time the issuer makes an offer for the sale of a
346 security.
347 (2) The disqualification under Securities and Exchange
348 Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as amended,
349 does not apply to any other person or entity listed in such
350 rule.
351 Section 6. Subsection (2) of section 517.075, Florida
352 Statutes, is amended to read:
353 517.075 Cuba, prospectus disclosure of doing business with,
354 required.—
355 (2) Any disclosure required by subsection (1) must include:
356 (a) The name of such person, affiliate, or government with
357 which the issuer does business and the nature of that business.;
358 (b) A statement that the information is accurate as of the
359 date the securities were effective with the United States
360 Securities and Exchange Commission or with the office, whichever
361 date is later.; and
362 (c) A statement that current information concerning the
363 issuer’s business dealings with the government of Cuba or with
364 any person or affiliate located in Cuba may be obtained from the
365 office, which statement must include the address and phone
366 number of the office.
367 Section 7. Subsection (5) and paragraph (a) of subsection
368 (9) of section 517.081, Florida Statutes, are amended to read:
369 517.081 Registration procedure.—
370 (5) All of The following issuers are not eligible to submit
371 a simplified offering circular:
372 (a) An issuer that is subject to any of the
373 disqualifications described in Securities and Exchange
374 Commission Rule 262, 17 C.F.R. s. 230.262, as amended, or that
375 has been or is engaged or is about to engage in an activity that
376 would be grounds for denial, revocation, or suspension under s.
377 517.111. For purposes of this paragraph, an issuer includes an
378 issuer’s director, officer, general partner, manager or managing
379 member, trustee, or a person owning at least 10 percent of the
380 ownership interests of the issuer; a promoter or selling agent
381 of the securities to be offered; or any officer, director,
382 partner, or manager or managing member of such selling agent.
383 (b) An issuer that is a development-stage company that
384 either has no specific business plan or purpose or has indicated
385 that its business plan is to merge with an unidentified business
386 entity or entities.
387 (c) An issuer of offerings in which the specific business
388 or properties cannot be described.
389 (d) An issuer that the office determines is ineligible
390 because the simplified circular does not provide full and fair
391 disclosure of material information for the type of offering to
392 be registered by the issuer.
393 (9)(a) The office shall record the registration of a
394 security in the register of securities if, upon examination of
395 an application, it finds that all of the following requirements
396 are met:
397 1. The application is complete.
398 2. The fee imposed in subsection (8) has been paid.
399 3. The sale of the security would not be fraudulent and
400 would not work or tend to work a fraud upon the purchaser.
401 4. The terms of the sale of such securities would be fair,
402 just, and equitable.
403 5. The enterprise or business of the issuer is not based
404 upon unsound business principles.
405 Section 8. Present subsections (7) through (22) of section
406 517.12, Florida Statutes, are redesignated as subsections (8)
407 through (23), respectively, a new subsection (7) is added to
408 that section, and subsection (6), present subsection (10),
409 paragraph (b) of present subsection (14), and present
410 subsections (19), (20), and (21) of that section are amended, to
411 read:
412 517.12 Registration of dealers, associated persons,
413 intermediaries, and investment advisers.—
414 (6) The application must also contain such information as
415 the commission or office may require about the applicant; any
416 member, principal, or director of the applicant or any person
417 having a similar status or performing similar functions; any
418 person directly or indirectly controlling the applicant; or any
419 employee of a dealer or of an investment adviser rendering
420 investment advisory services. Each applicant and any direct
421 owners, principals, or indirect owners that are required to be
422 reported on Form BD or Form ADV pursuant to subsection (14)
423 shall submit fingerprints for live-scan processing in accordance
424 with rules adopted by the commission. The fingerprints may be
425 submitted through a third-party vendor authorized by the
426 Department of Law Enforcement to provide live-scan
427 fingerprinting. The costs of fingerprint processing shall be
428 borne by the person subject to the background check. The
429 Department of Law Enforcement shall conduct a state criminal
430 history background check, and a federal criminal history
431 background check must be conducted through the Federal Bureau of
432 Investigation. The office shall review the results of the state
433 and federal criminal history background checks and determine
434 whether the applicant meets licensure requirements. The
435 commission may waive, by rule, the requirement that applicants,
436 including any direct owners, principals, or indirect owners that
437 are required to be reported on Form BD or Form ADV pursuant to
438 subsection (14), submit fingerprints or the requirement that
439 such fingerprints be processed by the Department of Law
440 Enforcement or the Federal Bureau of Investigation. The
441 commission or office may require information about any such
442 applicant or person concerning such matters as:
443 (a) The applicant’s or person’s full name, and any other
444 names by which the applicant or person may have been known, and
445 the applicant’s or person’s age, social security number,
446 photograph, qualifications, and educational and business
447 history.
448 (b) Any injunction or administrative order by a state or
449 federal agency, national securities exchange, or national
450 securities association involving a security or any aspect of a
451 dealer’s or investment adviser’s regulated business and any
452 injunction or administrative order by a state or federal agency
453 regulating banking, insurance, finance, or small loan companies,
454 real estate, mortgage brokers, or other related or similar
455 industries, which injunctions or administrative orders relate to
456 such person.
457 (c) The applicant’s or person’s conviction of, or plea of
458 nolo contendere to, a criminal offense or the applicant’s or
459 person’s commission of any acts which would be grounds for
460 refusal of an application under s. 517.161.
461 (d) The names and addresses of other persons of whom the
462 office may inquire as to the applicant’s or person’s character,
463 reputation, and financial responsibility.
464 (7)(a)1. The following natural persons shall submit a full
465 set of fingerprints to the Department of Law Enforcement or to a
466 vendor, entity, or agency authorized under s. 943.053(13) for
467 live-scan processing in accordance with rules adopted by the
468 commission:
469 a. A natural person who files an application with the
470 office for registration as an associated person.
471 b. A natural person who holds the title of president,
472 treasurer, chief executive officer, chief financial officer,
473 chief operations officer, chief legal officer, chief compliance
474 officer, or director for a dealer or investment adviser
475 applicant.
476 c. A natural person who owns at least 5 percent of a dealer
477 or investment adviser applicant.
478 d. With respect to each owner who owns at least 5 percent
479 of a dealer or investment adviser applicant which is a
480 corporation, partnership, trust, or limited liability company,
481 each natural person who is a 25 percent or more owner or trustee
482 of such entity, and each natural person who is a 25 percent or
483 more owner or trustee at each level up the chain of ownership up
484 to, but not including, an entity subject to s. 12 or s. 15(d) of
485 the Securities Exchange Act of 1934, as amended.
486 2. For purposes of this subsection, the term “owner” means:
487 a. A shareholder who owns a percentage of a class of voting
488 securities of a dealer or an investment adviser applicant, and
489 includes any person who owns, beneficially owns, has the right
490 to vote on, or has the power to sell or direct the sale of, the
491 percentage of a class of a voting security of the dealer or
492 investment adviser applicant specified in sub-subparagraph 1.c.
493 or 1.d. For purposes of this sub-subparagraph, a person
494 beneficially owns any securities:
495 (I) That are owned by the shareholder’s child, stepchild,
496 grandchild, parent, stepparent, grandparent, spouse, sibling,
497 mother-in-law, father-in-law, son-in-law, daughter-in-law,
498 brother-in-law, or sister-in-law, sharing the same residence; or
499 (II) That the shareholder has the right to acquire, within
500 60 days, through the exercise of any option, warrant, or right
501 to purchase the securities.
502 b. A general partner of a partnership, and a limited
503 partner of a partnership who has the right to receive upon
504 dissolution, or has contributed, a percentage of the capital of
505 a dealer or investment adviser applicant.
506 c. A trustee of a trust that owns a percentage of a class
507 of a voting security of a dealer or investment adviser
508 applicant, or that has the right to receive upon dissolution, or
509 has contributed, a percentage of the capital of a dealer or
510 investment adviser applicant.
511 d. A member of a limited liability company who has the
512 right to receive upon dissolution, or has contributed, a
513 percentage of the capital of a dealer or investment adviser
514 applicant, and all limited liability company managers of a
515 dealer or investment adviser applicant.
516 (b) A vendor, entity, or agency authorized under s.
517 943.053(13) to submit fingerprints electronically to the
518 Department of Law Enforcement shall submit the fingerprints to
519 the department for state processing, and the department shall
520 forward the fingerprints to the Federal Bureau of Investigation
521 for national processing.
522 (c) Fees for state and federal fingerprint processing shall
523 be borne by the person subject to the criminal history record
524 check. The state cost for fingerprint processing shall be as
525 provided in s. 943.053(3)(e).
526 (d) The office shall review the results of the state and
527 federal criminal history record checks and determine whether the
528 applicant is disqualified from registration. The commission may
529 waive by rule the requirement that the persons listed in this
530 subsection submit fingerprints or the requirement that such
531 fingerprints be processed by the Department of Law Enforcement
532 or the Federal Bureau of Investigation. In waiving the
533 requirement, the commission may consider the rules and
534 regulations of the Securities and Exchange Commission, the model
535 rules and acts of the North American Securities Administrators
536 Association, Inc., and the rules and regulations of the
537 Financial Industry Regulatory Authority.
538 (11)(a)(10)(a) If the office finds that the applicant has
539 complied with the applicable registration provisions of this
540 chapter and the rules made pursuant hereto, it shall register
541 the applicant unless the applicant is otherwise disqualified for
542 registration pursuant to law. The registration of each dealer,
543 investment adviser, and associated person expires on December 31
544 of the year the registration became effective unless the
545 registrant has renewed its registration on or before that date.
546 Registration may be renewed by furnishing such information as
547 the commission may require, together with payment of the fee
548 required in paragraph (10)(a) (9)(a) for dealers, investment
549 advisers, or associated persons and the payment of any amount
550 lawfully due and owing to the office pursuant to any order of
551 the office or pursuant to any agreement with the office. Any
552 dealer, investment adviser, or associated person who has not
553 renewed a registration by the time the current registration
554 expires may request reinstatement of such registration by filing
555 with the office, on or before January 31 of the year following
556 the year of expiration, such information as may be required by
557 the commission, together with payment of the fee required in
558 paragraph (10)(a) (9)(a) for dealers, investment advisers, or
559 associated persons and a late fee equal to the amount of such
560 fee. Any reinstatement of registration granted by the office
561 during the month of January shall be deemed effective
562 retroactive to January 1 of that year.
563 (b) The office shall waive the $50 assessment fee for an
564 associated person required by paragraph (10)(a) (9)(a) for a
565 registrant renewing his or her registration who:
566 1. Is an active duty member of the United States Armed
567 Forces or the spouse of such member;
568 2. Is or was a member of the United States Armed Forces and
569 served on active duty within the 2 years preceding the
570 expiration date of the registration pursuant to paragraph (a).
571 To qualify for the fee waiver, a registrant who is a former
572 member of the United States Armed Forces who served on active
573 duty within the 2 years preceding the expiration date of the
574 registration must have received an honorable discharge upon
575 separation or discharge from the United States Armed Forces; or
576 3. Is the surviving spouse of a member of the United States
577 Armed Forces if the member was serving on active duty at the
578 time of death and died within the 2 years preceding the
579 surviving spouse’s registration expiration date pursuant to
580 paragraph (a).
581
582 A registrant seeking such fee waiver must submit proof, in a
583 form prescribed by commission rule, that the registrant meets
584 one of the qualifications in this paragraph.
585 (15)(14)
586 (b) In lieu of filing with the office the applications
587 specified in subsection (5), the fees required by subsection
588 (10) (9), the renewals required by subsection (11) (10), and the
589 termination notices required by subsection (12) (11), the
590 commission may by rule establish procedures for the deposit of
591 such fees and documents with the Central Registration Depository
592 or the Investment Adviser Registration Depository of the
593 Financial Industry Regulatory Authority, as developed under
594 contract with the North American Securities Administrators
595 Association, Inc.
596 (20)(19) An intermediary may not engage in business in this
597 state unless the intermediary is registered as a dealer or as an
598 intermediary with the office pursuant to this section to
599 facilitate the offer or sale of securities in accordance with s.
600 517.0611. An intermediary, in order to obtain registration, must
601 file with the office a written application on a form prescribed
602 by commission rule and pay a registration fee of $200. The fees
603 under this subsection shall be deposited into the Regulatory
604 Trust Fund of the office. The commission may establish by rule
605 procedures for depositing fees and filing documents by
606 electronic means if such procedures provide the office with the
607 information and data required by this section. Each intermediary
608 must also file an irrevocable written consent to service of
609 civil process, as provided in s. 517.101.
610 (a) The application must contain such information as the
611 commission or office may require concerning:
612 1. The name of the applicant and address of its principal
613 office and each office in this state.
614 2. The applicant’s form and place of organization; and, if
615 the applicant is:
616 a. A corporation, a copy of its articles of incorporation
617 and amendments to the articles of incorporation;
618 b. A limited liability company, a copy of its articles of
619 organization and amendments to the articles and a copy of the
620 company’s operating agreement as may be amended; or
621 c. A partnership, a copy of the partnership agreement.
622 3. The website address where securities of the issuer will
623 be offered.
624 4. Contact information.
625 (b) The application must also contain such information as
626 the commission may require by rule about the applicant; any
627 member, principal, or director of the applicant or any person
628 having a similar status or performing similar functions; or any
629 persons directly or indirectly controlling the applicant. Each
630 applicant and any direct owners, principals, or indirect owners
631 that are required to be reported on a form adopted by commission
632 rule shall submit fingerprints for live-scan processing in
633 accordance with rules adopted by the commission. The
634 fingerprints may be submitted through a third-party vendor
635 authorized by the Department of Law Enforcement to provide live
636 scan fingerprinting. The costs of fingerprint processing shall
637 be borne by the person subject to the background check. The
638 Department of Law Enforcement shall conduct a state criminal
639 history background check, and a federal criminal history
640 background check must be conducted through the Federal Bureau of
641 Investigation. The office shall review the results of the state
642 and federal criminal history background checks and determine
643 whether the applicant meets registration requirements. The
644 commission may waive, by rule, the requirement that applicants,
645 including any direct owners, principals, or indirect owners,
646 which are required to be reported on a form adopted by
647 commission rule, submit fingerprints or the requirement that
648 such fingerprints be processed by the Department of Law
649 Enforcement or the Federal Bureau of Investigation. The
650 commission, by rule, or the office may require information about
651 any applicant or person, including:
652 1. The applicant’s or person’s full name and any other
653 names by which the applicant or person may have been known and
654 the applicant’s or person’s age, social security number,
655 photograph, qualifications, and educational and business
656 history.
657 2. Any injunction or administrative order by a state or
658 federal agency, national securities exchange, or national
659 securities association involving a security or any aspect of an
660 intermediary’s regulated business and any injunction or
661 administrative order by a state or federal agency regulating
662 banking, insurance, finance, real estate, mortgage brokers, or
663 other related or similar industries, which relate to such
664 person.
665 3. The applicant’s or person’s conviction of, or plea of
666 nolo contendere to, a criminal offense or the applicant’s or
667 person’s commission of any acts that would be grounds for
668 refusal of an application under s. 517.161.
669 (c)1. The following natural persons must submit a full set
670 of fingerprints to the Department of Law Enforcement or to a
671 vendor, entity, or agency authorized under s. 943.053(13) for
672 live-scan processing in accordance with rules adopted by the
673 commission:
674 a. A natural person filing an application with the office
675 for registration as an intermediary.
676 b. A natural person who holds the title of president,
677 treasurer, chief executive officer, chief financial officer,
678 chief operations officer, chief legal officer, chief compliance
679 officer, or director for an intermediary applicant.
680 c. A natural person who is a 5 percent or more owner of an
681 intermediary applicant.
682 d. With respect to each 5 percent or more owner of an
683 intermediary applicant that is a corporation, partnership,
684 trust, or limited liability company, each natural person who is
685 a 25 percent or more owner or trustee of such entity, and each
686 natural person who is a 25 percent or more owner or trustee at
687 each level up the chain of ownership up to, but not including an
688 entity subject to s. 12 or s. 15(d) of the Securities Exchange
689 Act of 1934, as amended.
690 2. For purposes of this subsection, the term “owner” means:
691 a. A shareholder who owns a percentage of a class of voting
692 securities of an intermediary applicant, and includes any person
693 who owns, beneficially owns, has the right to vote on, or has
694 the power to sell or direct the sale of, the percentage of a
695 class of a voting security of the intermediary applicant
696 specified in sub-subparagraph 1.c. or 1.d. For purposes of this
697 sub-subparagraph, a person beneficially owns any securities:
698 (I) That are owned by the shareholder’s child, stepchild,
699 grandchild, parent, stepparent, grandparent, spouse, sibling,
700 mother-in-law, father-in-law, son-in-law, daughter-in-law,
701 brother-in-law, or sister-in-law, sharing the same residence; or
702 (II) That the shareholder has the right to acquire, within
703 60 days, through the exercise of any option, warrant, or right
704 to purchase the securities.
705 b. A general partner of a partnership, and a limited
706 partner of a partnership who has the right to receive upon
707 dissolution, or has contributed, a percentage of the capital of
708 an intermediary applicant.
709 c. A trustee of a trust that owns a percentage of a class
710 of a voting security of an intermediary applicant, or that has
711 the right to receive upon dissolution, or has contributed, a
712 percentage of the capital of an intermediary applicant.
713 d. A member of a limited liability company who has the
714 right to receive upon dissolution, or has contributed, a
715 percentage of the capital of an intermediary applicant, and, all
716 limited liability company managers of an intermediary applicant.
717 (d) The vendor, entity, or agency authorized under s.
718 943.053(13) to submit fingerprints electronically to the
719 Department of Law Enforcement shall submit the fingerprints to
720 the department for state processing, and the department shall
721 forward the fingerprints to the Federal Bureau of Investigation
722 for national processing.
723 (e) Fees for state and federal fingerprint processing must
724 be borne by the person subject to the criminal history record
725 check. The state cost for fingerprint processing is as provided
726 in s. 943.053(3)(e).
727 (f) The office shall review the results of the state and
728 federal criminal history record checks and determine whether the
729 applicant is disqualified from registration. The commission may
730 waive by rule the requirement that applicants, including any
731 persons listed in sub-subparagraphs (c)1.a.-d., submit
732 fingerprints or the requirement that such fingerprints be
733 processed by the Department of Law Enforcement or the Federal
734 Bureau of Investigation. In waiving the requirement, the
735 commission may consider the rules and regulations of the
736 Securities and Exchange Commission, the model rules and acts of
737 the North American Securities Administrators Association, Inc.,
738 and the rules and regulations of the Financial Industry
739 Regulatory Authority.
740 (g)(c) The application must be amended within 30 days if
741 any information contained in the form becomes inaccurate for any
742 reason.
743 (h)(d) An intermediary or persons affiliated with the
744 intermediary are not subject to any disqualification described
745 in s. 517.1611 or Securities and Exchange Commission Rule
746 506(d), 17 C.F.R. 230.506(d), adopted pursuant to the Securities
747 Act of 1933, as amended. Each director, officer, manager or
748 managing member, control person of the issuer, any person
749 occupying a similar status or performing a similar function, and
750 each person holding more than 20 percent of the ownership
751 interests of the intermediary is subject to this requirement.
752 (i)(e) If the office finds that the applicant has complied
753 with the applicable registration provisions of this chapter and
754 the rules adopted thereunder, it shall register the applicant.
755 The registration of each intermediary expires on December 31 of
756 the year the registration became effective unless the registrant
757 renews his or her registration on or before that date.
758 Registration may be renewed by furnishing such information as
759 the commission may require by rule, together with payment of a
760 $200 fee and the payment of any amount due to the office
761 pursuant to any order of the office or pursuant to any agreement
762 with the office. An intermediary who has not renewed a
763 registration by the time that the current registration expires
764 may request reinstatement of such registration by filing with
765 the office, on or before January 31 of the year following the
766 year of expiration, such information as required by the
767 commission, together with payment of the $200 fee and a late fee
768 of $200. Any reinstatement of registration granted by the office
769 during the month of January is deemed effective retroactive to
770 January 1 of that year.
771 (21)(20) The registration requirements of this section do
772 not apply to any general lines insurance agent or life insurance
773 agent licensed under chapter 626, with regard to the sale of a
774 security as defined in s. 517.021(30)(g) s. 517.021(25)(g), if
775 the individual is directly authorized by the issuer to offer or
776 sell the security on behalf of the issuer and the issuer is a
777 federally chartered savings bank subject to regulation by the
778 Federal Deposit Insurance Corporation. Actions under this
779 subsection constitute activity under the insurance agent’s
780 license for purposes of ss. 626.611 and 626.621.
781 (22)(a)(21)(a) As used in this subsection, the term:
782 1. “Broker” has the same meaning as “dealer” as defined in
783 s. 517.021.
784 2. “Business combination related shell company” means a
785 shell company that is formed by an entity that is not a shell
786 company solely for the purpose of:
787 a. Changing the corporate domicile of the entity solely
788 within the United States; or
789 b. Completing a business combination transaction, as
790 defined in 17 C.F.R. s. 230.165(f), among one or more entities
791 other than the company itself, none of which is a shell company.
792 3.2. “Control person” means a person an individual or
793 entity that possesses the power, directly or indirectly, to
794 direct the management or policies of a company through ownership
795 of securities, by contract, or otherwise. A person is presumed
796 to be a control person of a company if, upon completion of a
797 transaction, the buyer or group of buyers with respect to a
798 particular company, the person:
799 a. Is a director, a general partner, a member, or a manager
800 of a limited liability company, or is an officer who exercises
801 executive responsibility or has a similar status or function;
802 a.b. Has the power to vote 25 20 percent or more of a class
803 of voting securities or has the power to sell or direct the sale
804 of 25 20 percent or more of a class of voting securities; or
805 b.c. In the case of a partnership or limited liability
806 company, may receive upon dissolution, or has contributed, 25 20
807 percent or more of the capital.
808 4.3. “Eligible privately held company” means a privately
809 held company that meets all of the following conditions:
810 a. The company does not have any class of securities which
811 is registered, or which is required to be registered, with the
812 United States Securities and Exchange Commission under the
813 Securities Exchange Act of 1934, 15 U.S.C. ss. 78a et seq., as
814 amended, or with the office under s. 517.07, or for which the
815 company files, or is required to file, summary and periodic
816 information, documents, and reports under s. 15(d) of the
817 Securities Exchange Act of 1934, 15 U.S.C. s. 78o(d), as
818 amended.
819 b. In the fiscal year immediately preceding the fiscal year
820 during which the merger and acquisition broker begins to provide
821 services for the securities transaction, the company, in
822 accordance with its historical financial accounting records, has
823 earnings before interest, taxes, depreciation, and amortization
824 of less than $25 million or has gross revenues of less than $250
825 million. On July 1, 2021, and every 5 years thereafter, each
826 dollar amount in this sub-subparagraph shall be adjusted by
827 dividing the annual value of the Employment Cost Index for wages
828 and salaries for private industry workers, or any successor
829 index, as published by the Bureau of Labor Statistics, for the
830 calendar year preceding the calendar year in which the
831 adjustment is being made, by the annual value of such index or
832 successor index for the calendar year ending December 31, 2020
833 2012, and multiplying such dollar amount by the quotient
834 obtained. Each dollar amount determined under this sub
835 subparagraph must shall be rounded to the nearest multiple of
836 $100,000 and adopted by commission rule.
837 5.4. “Merger and acquisition broker” means a any broker and
838 any person associated with a broker engaged in the business of
839 effecting securities transactions solely in connection with the
840 transfer of ownership of an eligible privately held company,
841 regardless of whether the that broker acts on behalf of a seller
842 or buyer, through the purchase, sale, exchange, issuance,
843 repurchase, or redemption of, or a business combination
844 involving, securities or assets of the eligible privately held
845 company.
846 6.5. “Public Shell company” means a company that at the
847 time of a transaction with an eligible privately held company:
848 a. Has any class of securities which is registered, or
849 which is required to be registered, with the United States
850 Securities and Exchange Commission under the Securities Exchange
851 Act of 1934, 15 U.S.C. ss. 78a et seq., or with the office under
852 s. 517.07, or for which the company files, or is required to
853 file, summary and periodic information, documents, and reports
854 under s. 15(d) of the Securities Exchange Act of 1934, 15 U.S.C.
855 s. 78o(d);
856 a.b. Has nominal or no operations.; and
857 b.c. Has nominal assets or no assets, assets consisting
858 solely of cash and cash equivalents, or assets consisting of any
859 amount of cash and cash equivalents and nominal other assets.
860 (b) Prior to the completion of any securities transaction
861 described in s. 517.061(7), a merger and acquisition broker must
862 receive written assurances from the control person with the
863 largest percentage of ownership for both the buyer and seller
864 engaged in the transaction that:
865 1. After the transaction is completed, any person who
866 acquires securities or assets of the eligible privately held
867 company, acting alone or in concert, will be a control person of
868 the eligible privately held company or will be a control person
869 for the business conducted with the assets of the eligible
870 privately held company.; and
871 2. After the transaction is completed, any person who
872 acquires securities or assets of the eligible privately held
873 company, acting alone or in concert, will be deemed to be active
874 in the management of the eligible privately held company or the
875 business conducted with the assets of the eligible privately
876 held company, and active in the management of the assets of the
877 eligible privately held company, if he or she engages in any of
878 the following acts or activities:
879 a. Electing executive officers.
880 b. Approving the annual budget.
881 c. Serving as an executive or other executive manager.
882 d. Carrying out such other activities as the commission may
883 by rule determine to be in the public interest.
884 3.2. If any person is offered securities in exchange for
885 securities or assets of the eligible privately held company,
886 such person will, before becoming legally bound to complete the
887 transaction, receive or be given reasonable access to the most
888 recent year-end financial statements of the issuer of the
889 securities offered in exchange. The most recent year-end
890 financial statements shall be customarily prepared by the
891 issuer’s management in the normal course of operations. If the
892 financial statements of the issuer are audited, reviewed, or
893 compiled, the most recent year-end financial statements must
894 include any related statement by the independent certified
895 public accountant; a balance sheet dated not more than 120 days
896 before the date of the exchange offer; and information
897 pertaining to the management, business, results of operations
898 for the period covered by the foregoing financial statements,
899 and material loss contingencies of the issuer.
900 (c) A merger and acquisition broker engaged in a
901 transaction exempt under s. 517.061(7) is exempt from
902 registration under this section unless the merger and
903 acquisition broker:
904 1. Directly or indirectly, in connection with the transfer
905 of ownership of an eligible privately held company, receives,
906 holds, transmits, or has custody of the funds or securities to
907 be exchanged by the parties to the transaction;
908 2. Engages on behalf of an issuer in a public offering of
909 any class of securities which is registered, or which is
910 required to be registered, with the United States Securities and
911 Exchange Commission under the Securities Exchange Act of 1934,
912 15 U.S.C. ss. 78a et seq., as amended, or with the office under
913 s. 517.07; or for which the issuer files, or is required to
914 file, periodic information, documents, and reports under s.
915 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. s.
916 78o(d), as amended;
917 3. Engages on behalf of any party in a transaction
918 involving a public shell company, other than a business
919 combination related shell company;
920 4. Directly, or indirectly through any of its affiliates,
921 provides financing related to the transfer of ownership of an
922 eligible privately held company;
923 5. Assists any party to obtain financing from an
924 unaffiliated third party without:
925 a. Complying with all other applicable laws in connection
926 with such assistance, including, if applicable, Regulation T
927 under 12 C.F.R. ss. 220 et seq., as amended; and
928 b. Disclosing any compensation in writing to the party;
929 6. Represents both the buyer and the seller in the same
930 transaction without providing clear written disclosure as to the
931 parties the broker represents and obtaining written consent from
932 both parties to the joint representation;
933 7. Facilitates a transaction with a group of buyers formed
934 with the assistance of the merger and acquisition broker to
935 acquire the eligible privately held company;
936 8. Engages in a transaction involving the transfer of
937 ownership of an eligible privately held company to a passive
938 buyer or group of passive buyers;
939 9. Binds a party to a transfer of ownership of an eligible
940 privately held company; or
941 10. Is subject to, or an officer, director, member,
942 manager, partner, or employee of the broker is subject to, the
943 following disciplinary actions:
944 a. Has been barred from association with a broker or dealer
945 by the Securities and Exchange Commission, any state, or any
946 self-regulatory organization; or
947 b. Is suspended from association with a broker or dealer.
948 4. Is subject to a suspension or revocation of registration
949 under s. 15(b)(4) of the Securities Exchange Act of 1934, 15
950 U.S.C. s. 78o(b)(4);
951 5. Is subject to a statutory disqualification described in
952 s. 3(a)(39) of the Securities Exchange Act of 1934, 15 U.S.C. s.
953 78c(a)(39);
954 6. Is subject to a disqualification under the United States
955 Securities and Exchange Commission Rule 506(d), 17 C.F.R. s.
956 230.506(d); or
957 7. Is subject to a final order described in s. 15(b)(4)(H)
958 of the Securities Exchange Act of 1934, 15 U.S.C. s.
959 78o(b)(4)(H).
960 Section 9. Subsection (1), paragraph (a) of subsection (2),
961 and subsections (3) and (5) of section 517.131, Florida
962 Statutes, are amended to read:
963 517.131 Securities Guaranty Fund.—
964 (1) As used in this section, the term:
965 (a) “Final judgment” includes an arbitration award
966 confirmed by a court of competent jurisdiction.
967 (b) “Restitution order” means a court order awarding a
968 specified monetary amount to a named aggrieved person for a
969 violation of s. 517.07 or s. 517.301 to be paid by a named
970 violator.
971 (2)(a) The Chief Financial Officer shall establish a
972 Securities Guaranty Fund to provide monetary relief to victims
973 of securities violations under this chapter who are entitled to
974 monetary damages or restitution and cannot recover the full
975 amount of such monetary damages or restitution from the
976 wrongdoer. An amount not exceeding 20 percent of all revenues
977 received as assessment fees pursuant to s. 517.12(10) and (11)
978 s. 517.12(9) and (10) for dealers and investment advisers or s.
979 517.1201 for federal covered advisers and an amount not
980 exceeding 10 percent of all revenues received as assessment fees
981 pursuant to s. 517.12(10) and (11) s. 517.12(9) and (10) for
982 associated persons must be part of the regular registration
983 license fee and must be transferred to or deposited in the
984 Securities Guaranty Fund.
985 (3) A person is eligible for payment from the Securities
986 Guaranty Fund if the person:
987 (a)1. Is a judgment creditor in Holds an unsatisfied final
988 judgment or a named beneficiary or victim in an unsatisfied
989 restitution order entered on or after October 1, 2024, in which
990 a wrongdoer was found to have violated s. 517.07 or s. 517.301;
991 2. Has applied any amount recovered from the judgment
992 debtor, a person ordered to pay restitution, or any other source
993 to the damages awarded in a final judgment or restitution order
994 by the court or arbitrator; and
995 3. Is a natural person who was a resident of this state, or
996 is a business entity that was domiciled in this state, at the
997 time of the violation of s. 517.07 or s. 517.301; or
998 (b) Is a receiver appointed pursuant to s. 517.191(2) by a
999 court of competent jurisdiction for a wrongdoer ordered to pay
1000 restitution under s. 517.191(3) as a result of a violation of s.
1001 517.07 or s. 517.301 which has requested payment from the
1002 Securities Guaranty Fund on behalf of a person eligible for
1003 payment under paragraph (a).
1004
1005 If a person holds an unsatisfied final judgment or restitution
1006 order entered before October 1, 2024, in which a wrongdoer was
1007 found to have violated s. 517.07 or s. 517.301, such person’s
1008 claim for payment from the Securities Guaranty Fund shall be
1009 governed by the terms of this section and s. 517.141 which were
1010 effective on the date of such final judgment or restitution
1011 order.
1012 (5) An eligible person, or a receiver on behalf of the
1013 eligible person, seeking payment from the Securities Guaranty
1014 Fund must file with the office a written application on a form
1015 that the commission may prescribe by rule. The commission may
1016 adopt by rule procedures for filing documents by electronic
1017 means, provided that such procedures provide the office with the
1018 information and data required by this section. The application
1019 must be filed with the office within 1 year after the date of
1020 the final judgment, the date on which a restitution order has
1021 been ripe for execution, or the date of any appellate decision
1022 thereon, and, at minimum, must contain all of the following
1023 information:
1024 (a) The eligible person’s and, if applicable, the
1025 receiver’s full names, addresses, and contact information.
1026 (b) The name of the judgment debtor or person ordered to
1027 pay restitution.
1028 (c) If the eligible person is a business entity, the
1029 eligible person’s type and place of organization and, as
1030 applicable, a copy, as amended, of its articles of
1031 incorporation, articles of organization, trust agreement, or
1032 partnership agreement.
1033 (d) A copy of any final judgment or and a copy thereof.
1034 (e) Any restitution order pursuant to s. 517.191(3), and a
1035 copy thereof.
1036 (e)(f) An affidavit from the eligible person stating either
1037 one of the following:
1038 1. That the eligible person has made all reasonable
1039 searches and inquiries to ascertain whether the judgment debtor
1040 or person ordered to pay restitution possesses real or personal
1041 property or other assets subject to being sold or applied in
1042 satisfaction of the final judgment or restitution order and, by
1043 the eligible person’s search, that the eligible person has not
1044 discovered any property or assets.
1045 2. That the eligible person has taken necessary action on
1046 the property and assets of the wrongdoers but the final judgment
1047 or restitution order remains unsatisfied.
1048 (f)(g) If the application is filed by the receiver, an
1049 affidavit from the receiver stating the amount of restitution
1050 owed to the eligible person on whose behalf the claim is filed;
1051 the amount of any money, property, or assets paid to the
1052 eligible person on whose behalf the claim is filed by the person
1053 over whom the receiver is appointed; and the amount of any
1054 unsatisfied portion of any eligible person’s restitution order
1055 of restitution.
1056 (g)(h) The eligible person’s residence or domicile at the
1057 time of the violation of s. 517.07 or s. 517.301 which resulted
1058 in the eligible person’s monetary damages.
1059 (h)(i) The amount of any unsatisfied portion of the
1060 eligible person’s final judgment or restitution order.
1061 (i)(j) Whether an appeal or motion to vacate an arbitration
1062 award has been filed.
1063 Section 10. Subsection (3) of section 517.301, Florida
1064 Statutes, is amended to read:
1065 517.301 Fraudulent transactions; falsification or
1066 concealment of facts.—
1067 (3) It is unlawful for a person in issuing or selling a
1068 security within this state, including a security exempted under
1069 s. 517.051 and including a transaction exempted under s.
1070 517.061, s. 517.0611, or s. 517.0612, to misrepresent that such
1071 security or person business entity has been guaranteed,
1072 sponsored, recommended, or approved by the state or an agency or
1073 officer of the state or by the United States or an agency or
1074 officer of the United States.
1075 Section 11. Subsection (4) of section 517.34, Florida
1076 Statutes, is amended to read:
1077 517.34 Protection of specified adults.—
1078 (4) A delay on a disbursement or transaction under
1079 subsection (3) expires 15 business days after the date on which
1080 the delay was first placed. However, the dealer or investment
1081 adviser may extend the delay for up to 30 10 additional business
1082 days if the dealer’s or investment adviser’s review of the
1083 available facts and circumstances continues to support such
1084 dealer’s or investment adviser’s reasonable belief that
1085 financial exploitation of the specified adult has occurred, is
1086 occurring, has been attempted, or will be attempted. A dealer or
1087 investment adviser that extends a delay must notify the office
1088 on a form prescribed by commission rule not later than 3
1089 business days after the date on which the extension was applied.
1090 The notice must identify the dealer or investment adviser that
1091 extended the delay and the date on which the delay was
1092 originally made. The length of the delay may be shortened or
1093 extended at any time by a court of competent jurisdiction. This
1094 subsection does not prevent a dealer or investment adviser from
1095 terminating a delay after communication with the parties
1096 authorized to transact business on the account and any trusted
1097 contact on the account.
1098 Section 12. Subsection (1) of section 517.211, Florida
1099 Statutes, is amended to read:
1100 517.211 Private remedies available in cases of unlawful
1101 sale.—
1102 (1) Every sale made in violation of either s. 517.07 or s.
1103 517.12(1), (3), (4), (9), (11), (13), (16), or (18) s.
1104 517.12(1), (3), (4), (8), (10), (12), (15), or (17) may be
1105 rescinded at the election of the purchaser; however, a sale made
1106 in violation of the provisions of s. 517.1202(3) relating to a
1107 renewal of a branch office notification or in violation of the
1108 provisions of s. 517.12(13) s. 517.12(12) relating to filing a
1109 change of address amendment is not subject to this section. Each
1110 person making the sale and every director, officer, partner, or
1111 agent of or for the seller, if the director, officer, partner,
1112 or agent has personally participated or aided in making the
1113 sale, is jointly and severally liable to the purchaser in an
1114 action for rescission, if the purchaser still owns the security,
1115 or for damages, if the purchaser has sold the security. No
1116 purchaser otherwise entitled will have the benefit of this
1117 subsection who has refused or failed, within 30 days after
1118 receipt, to accept an offer made in writing by the seller, if
1119 the purchaser has not sold the security, to take back the
1120 security in question and to refund the full amount paid by the
1121 purchaser or, if the purchaser has sold the security, to pay the
1122 purchaser an amount equal to the difference between the amount
1123 paid for the security and the amount received by the purchaser
1124 on the sale of the security, together, in either case, with
1125 interest on the full amount paid for the security by the
1126 purchaser at the legal rate, pursuant to s. 55.03, for the
1127 period from the date of payment by the purchaser to the date of
1128 repayment, less the amount of any income received by the
1129 purchaser on the security.
1130 Section 13. Subsection (2) of section 517.315, Florida
1131 Statutes, is amended to read:
1132 517.315 Fees.—All fees of any nature collected by the
1133 office pursuant to this chapter shall be disbursed as follows:
1134 (2) After the transfer required in subsection (1), the
1135 office shall transfer the $50 assessment fee collected from each
1136 associated person under s. 517.12(10) and (11) s. 517.12(9) and
1137 (10) and 30.44 percent of the $100 assessment fee paid by
1138 dealers and investment advisers for each office in the state
1139 under s. 517.12(10) and (11) s. 517.12(9) and (10) to the
1140 Regulatory Trust Fund.
1141 Section 14. This act shall take effect upon becoming a law.