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.