CHAPTER 517

517.011

Short title.

History. — s. 1, ch. 78-435; s. 5, ch. 80-254; s. 391, ch. 81-259; ss. 2, 3, ch. 81-318; s. 1, ch. 84-159; s. 1, ch. 85-165; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429.

517.021

Definitions.

(1) “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with an applicant or registrant.

(2) “Associated person” means:

(3) “Boiler room” means an enterprise in which two or more persons engage in telephone communications with members of the public using two or more telephones at one location, or at more than one location in a common scheme or enterprise.

(4) “Branch office” means any location in this state of a dealer or investment adviser at which one or more associated persons regularly conduct the business of rendering investment advice or effecting any transactions in, or inducing or attempting to induce the purchase or sale of, any security or any location that is held out as such.

The commission may adopt by rule exceptions to this definition for dealers in order to maintain consistency with the definition of a branch office used by self-regulatory organizations authorized by the Securities and Exchange Commission, including, but not limited to, the Financial Industry Regulatory Authority. The commission may adopt by rule exceptions to this definition for investment advisers.

(5) “Control,” including the terms “controlling,” “controlled by,” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

(6)(a) “Dealer” includes any of the following:

(7) “Commission” means the Financial Services Commission.

(8) “Office” means the Office of Financial Regulation of the commission.

(9) “Federal covered adviser” means a person who is registered or required to be registered under s. 203 of the Investment Advisers Act of 1940. The term “federal covered adviser” does not include any person who is excluded from the definition of investment adviser under subparagraphs (14)(b)1.-8.

(10) “Federal covered security” means any security that is a covered security under s. 18(

b) of the Securities Act of 1933 or rules and regulations adopted thereunder.

(11) “Guarantor” means a person who agrees in writing, or who holds itself out to the public as agreeing, to pay the indebtedness of another when due, including, without limitation, payments of principal and interest on a bond, debenture, note, or other evidence of indebtedness, without resort by the holder to any other obligor, whether or not such writing expressly states that the person signing is signing as a guarantor. The obligation of a guarantor hereunder shall be a continuing, absolute, and unconditional guaranty of payment, without regard to the validity, regularity, or enforceability of the underlying indebtedness.

(12) “Guaranty” means a writing in which one party either agrees, or holds itself out to the public as agreeing, to pay the indebtedness of another when due, including, without limitation, payments of principal and interest on a bond, debenture, note, or other evidence of indebtedness, without resort by the holder to any other obligor, whether or not such writing expressly states that the person signing is signing as a guarantor.

An agreement that is not specifically denominated as a guaranty shall nevertheless constitute a guaranty if the holder of the underlying indebtedness or her or his representative or trustee has the right to sue to enforce the guarantor’s obligations under the guaranty. Words of guaranty or equivalent words which otherwise do not specify guaranty of payment create a presumption that payment, rather than collection, is guaranteed by the guarantor. Any guaranty in writing is enforceable notwithstanding any statute of frauds.

(13) “Intermediary” means a natural person residing in the state or a corporation, trust, partnership, association, or other legal entity registered with the Secretary of State to do business in the state, which facilitates the offer or sale of securities under s. 517.0611.

(15) “Issuer” means any person who proposes to issue, has issued, or shall hereafter issue any security. Any person who acts as a promoter for and on behalf of a corporation, trust, or unincorporated association or partnership of any kind to be formed shall be deemed an issuer.

(16) “Offer to sell,” “offer for sale,” or “offer” means any attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, or an investment or interest in an investment, for value.

(17) “Predecessor” means a person the major portion of whose assets have been acquired directly or indirectly by an issuer.

(18) “Principal” means an executive officer of a corporation, partner of a partnership, sole proprietor of a sole proprietorship, trustee of a trust, or any other person with similar supervisory functions with respect to any organization, whether incorporated or unincorporated.

(19) “Promoter” includes the following:

(20) “Qualified institutional buyer” means any qualified institutional buyer, as defined in United States Securities and Exchange Commission Rule 144A, 17 C.F.R. s. 230.144A(a), under the Securities Act of 1933, as amended, or any foreign buyer that satisfies the minimum financial requirements set forth in such rule.

(21) “Sale” or “sell” means any contract of sale or disposition of any investment, security, or interest in a security, for value. With respect to a security or interest in a security, the term defined in this subsection does not include preliminary negotiations or agreements between an issuer or any person on whose behalf an offering is to be made and any underwriter or among underwriters who are or are to be in privity of contract with an issuer.

Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing shall be conclusively presumed to constitute a part of the subject of such purchase and to have been offered and sold for value. Every sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer, as well as every sale or offer of a security which gives the holder a present or future right or privilege to convert into another security or another issuer, is considered to include an offer of the other security.

(22) “Security” includes any of the following:

(23) “Underwriter” means a person who has purchased from an issuer or an affiliate of an issuer with a view to, or offers or sells for an issuer or an affiliate of an issuer in connection with, the distribution of any security, or participates or has a direct or indirect participation in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such undertaking; except that a person shall be presumed not to be an underwriter with respect to any security which she or he has owned beneficially for at least 1 year; and, further, a dealer shall not be considered an underwriter with respect to any securities which do not represent part of an unsold allotment to or subscription by the dealer as a participant in the distribution of such securities by the issuer or an affiliate of the issuer; and, further, in the case of securities acquired on the conversion of another security without payment of additional consideration, the length of time such securities have been beneficially owned by a person includes the period during which the convertible security was beneficially owned and the period during which the security acquired on conversion has been beneficially owned.

(24) “Viatical settlement investment” means an agreement for the purchase, sale, assignment, transfer, devise, or bequest of all or any portion of a legal or equitable interest in a viaticated policy as defined in

chapter 626.

History. — s. 1, ch. 78-435; s. 147, ch. 79-164; ss. 1, 15, ch. 79-381; s. 5, ch. 80-254; ss. 1, 6, ch. 81-115; ss. 2, 3, ch. 81-318; s. 1, ch. 83-184; s. 3, ch. 83-265; s. 2, ch. 84-159; s. 2, ch. 85-165; s. 3, ch. 86-85; s. 3, ch. 87-237; s. 2, ch. 87-316; ss. 1, 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 5, ch. 97-35; s. 682, ch. 97-103; ss. 1, 2, ch. 97-224; s. 1, ch. 98-221; s. 32, ch. 99-7; s. 50, ch. 2000-154; s. 583, ch. 2003-261; s. 93, ch. 2004-5; s. 1, ch. 2005-237; s. 32, ch. 2006-213; s. 2, ch. 2009-242; s. 1, ch. 2015-171.

517.03 Rulemaking; immunity for acts in conformity with rules.

(1) The office shall administer and provide for the enforcement of all the provisions of this chapter. The commission may adopt rules pursuant to ss. 120.536(1) and 120.54 to implement the provisions of this

chapter conferring powers or duties upon the office, including, without limitation, adopting rules and forms governing reports. The commission shall also have the nonexclusive power to define by rule any term, whether or not used in this chapter, insofar as the definition is not inconsistent with the provisions of this chapter.

(2) No provision of this

chapter imposing liability shall apply to

an act done, or omitted to be done, in conformity with a rule of the commission in existence at the time of the act or omission, even though such rule may thereafter be amended or repealed or determined by judicial or other authority to be invalid for any reason.

History. — s. 2, ch. 14899, 1931; CGL 1936 Supp. 6002(3); s. 1, ch. 59-423; s. 2, ch. 65-454; ss. 12, 35, ch. 69-106; s. 196, ch. 71-377; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 15, ch. 79-381; ss. 4, 5, ch. 80-254; ss. 2, 3, ch. 81-318; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 179, ch. 98-200; s. 584, ch. 2003-261.

517.051 Exempt securities.

(1) A security issued or guaranteed by the United States or any territory or insular possession of the United States, by the District of Columbia, or by any state of the United States or by any political subdivision or agency or other instrumentality thereof; provided that no person shall directly or indirectly offer or sell securities, other than general obligation bonds, under this subsection if the issuer or guarantor is in default or has been in default any time after December 31, 1975, as to principal or interest:

(2) A security issued or guaranteed by any foreign government with which the United States is maintaining diplomatic relations at the time of the sale or offer of sale of the security, or by any state, province, or political subdivision thereof having the power of taxation or assessment, which security is recognized at the time it is offered for sale in this state as a valid obligation by such foreign government or by such state, province, or political subdivision thereof issuing the security.

(3) A security issued or guaranteed by:

(4) A security issued or guaranteed, as to principal, interest, or dividend, by a corporation owning or operating a railroad or any other public service utility; provided that such corporation is subject to regulation or supervision whether as to its rates and charges or as to the issue of its own securities by a public commission, board, or officer of the government of the United States, of any state, territory, or insular possession of the United States, of any municipality located therein, of the District of Columbia, or of the Dominion of Canada or of any province thereof; also equipment securities based on chattel mortgages, leases, or agreements for conditional sale of cars, motive power, or other rolling stock mortgaged, leased, or sold to or furnished for the use of or upon such railroad or other public service utility corporation or where the ownership or title of such equipment is pledged or retained in accordance with the provisions of the laws of the United States or of any state or of the Dominion of Canada to secure the payment of such equipment securities; and also bonds, notes, or other evidences of indebtedness issued by a holding corporation and secured by collateral consisting of any securities hereinabove described; provided, further, that the collateral securities equal in fair value at least 125 percent of the par value of the bonds, notes, or other evidences of indebtedness so secured.

(5) A security issued or guaranteed by any of the following which are subject to the examination, supervision, or control of this state or of the Federal Deposit Insurance Corporation or the National Credit Union Association:

(6) A security, other than common stock, providing for a fixed return, which security has been outstanding in the hands of the public for a period of not less than 5 years, and upon which security no default in payment of principal or failure to pay the fixed return has occurred for an immediately preceding period of 5 years.

(7) Securities of nonprofit agricultural cooperatives organized under the laws of this state when the securities are sold or offered for sale to persons principally engaged in agricultural production or selling agricultural products.

(8) A note, draft, bill of exchange, or banker’s acceptance having a unit amount of $25,000 or more which arises out of a current transaction, or the proceeds of which have been or are to be used for current transactions, and which has a maturity period at the time of issuance not exceeding 9 months exclusive of days of grace, or any renewal thereof which has a maturity period likewise limited. This subsection applies only to prime quality negotiable commercial paper of a type not ordinarily purchased by the general public; that is, paper issued to facilitate well-recognized types of current operational business requirements and of a type eligible for discounting by Federal Reserve banks.

(9) A security issued by a corporation organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, or reformatory purposes and not for pecuniary profit, no part of the net earnings of which corporation inures to the benefit of any private stockholder or individual, or any security of a fund that is excluded from the definition of an investment company under s. 3(c)(10)(

B) of the Investment Company Act of 1940; provided that no person shall directly or indirectly offer or sell securities under this subsection except by an offering circular containing full and fair disclosure, as prescribed by the rules of the commission, of all material information, including, but not limited to, a description of the securities offered and terms of the offering, a description of the nature of the issuer’s business, a statement of the purpose of the offering and the intended application by the issuer of the proceeds thereof, and financial statements of the issuer prepared in conformance with United States generally accepted accounting principles.

Section 6(

c) of the Philanthropy Protection Act of 1995, Pub. L. No. 104-62, shall not preempt any provision of this chapter.

(10) Any insurance or endowment policy or annuity contract or optional annuity contract or self-insurance agreement issued by a corporation, insurance company, reciprocal insurer, or risk retention group subject to the supervision of the insurance regulator or bank regulator, or any agency or officer performing like functions, of any state or territory of the United States or the District of Columbia.

History. — s. 1, ch. 78-435; ss. 3, 15, ch. 79-381; s. 5, ch. 80-254; ss. 2, 6, ch. 81-115; ss. 2, 3, ch. 81-318; s. 3, ch. 83-265; s. 2, ch. 84-159; s. 3, ch. 85-165; s. 2, ch. 86-82; s. 4, ch. 86-85; s. 41, ch. 86-160; s. 4, ch. 87-237; s. 3, ch. 87-316; s. 1, ch. 88-187; ss. 2, 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 1, ch. 92-45; s. 1, ch. 96-338; s. 3, ch. 97-224; s. 2, ch. 98-221; s. 585, ch. 2003-261; s. 33, ch. 2006-213.

517.061 Exempt transactions.

(1) At any judicial, executor’s, administrator’s, guardian’s, or conservator’s sale, or at any sale by a receiver or trustee in insolvency or bankruptcy, or any transaction incident to a judicially approved reorganization in which a security is issued in exchange for one or more outstanding securities, claims, or property interests.

(2) By or for the account of a pledgeholder or mortgagee selling or offering for sale or delivery in the ordinary course of business and not for the purposes of avoiding the provisions of this chapter, to liquidate a bona fide debt, a security pledged in good faith as security for such debt.

(3) The isolated sale or offer for sale of securities when made by or on behalf of a vendor not the issuer or underwriter of the securities, who, being the bona fide owner of such securities, disposes of her or his own property for her or his own account, and such sale is not made directly or indirectly for the benefit of the issuer or an underwriter of such securities or for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of this chapter.

For purposes of this subsection, isolated offers or sales include, but are not limited to, an isolated offer or sale made by or on behalf of a vendor of securities not the issuer or underwriter of the securities if:

(4) The distribution by a corporation, trust, or partnership, actively engaged in the business authorized by its charter or other organizational articles or agreement, of securities to its stockholders or other equity security holders, partners, or beneficiaries as a stock dividend or other distribution out of earnings or surplus.

(5) The issuance of securities to such equity security holders or other creditors of a corporation, trust, or partnership in the process of a reorganization of such corporation or entity, made in good faith and not for the purpose of avoiding the provisions of this chapter, either in exchange for the securities of such equity security holders or claims of such creditors or partly for cash and partly in exchange for the securities or claims of such equity security holders or creditors.

(6) Any transaction involving the distribution of the securities of an issuer exclusively among its own security holders, including any person who at the time of the transaction is a holder of any convertible security, any nontransferable warrant, or any transferable warrant which is exercisable within not more than 90 days of issuance, when no commission or other remuneration is paid or given directly or indirectly in connection with the sale or distribution of such additional securities.

(7) The offer or sale of securities to a bank, trust company, savings institution, insurance company, dealer, investment company as defined by the Investment Company Act of 1940, pension or profit-sharing trust, or qualified institutional buyer as defined by rule of the commission in accordance with Securities and Exchange Commission Rule 144A (17 C.F.R. s. 230.144(A)(a)), whether any of such entities is acting in its individual or fiduciary capacity; provided that such offer or sale of securities is not for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of this chapter.

(8) The sale of securities from one corporation to another corporation provided that:

(9) The offer or sale of securities from one corporation to another corporation, or to security holders thereof, pursuant to a vote or consent of such security holders as may be provided by the articles of incorporation and the applicable corporate statutes in connection with mergers, share exchanges, consolidations, or sale of corporate assets.

(10) The issuance of notes or bonds in connection with the acquisition of real property or renewals thereof, if such notes or bonds are issued to the sellers of, and are secured by all or part of, the real property so acquired.

(11)(

a) The offer or sale, by or on behalf of an issuer, of its own securities, which offer or sale is part of an offering made in accordance with all of the following conditions:

(12) The sale of securities by a bank or trust company organized or incorporated under the laws of the United States or this state at a profit to such bank or trust company of not more than 2 percent of the total sale price of such securities; provided that there is no solicitation of this business by such bank or trust company where such bank or trust company acts as agent in the purchase or sale of such securities.

(13) An unsolicited purchase or sale of securities on order of, and as the agent for, another by a dealer registered pursuant to the provisions of s. 517.12; provided that this exemption applies solely and exclusively to such registered dealers and does not authorize or permit the purchase or sale of securities on order of, and as agent for, another by any person other than a dealer so registered; and provided, further, that such purchase or sale is not directly or indirectly for the benefit of the issuer or an underwriter of such securities or for the direct or indirect promotion of any scheme or enterprise with the intent of violation or evading any provision of this chapter.

(14) The offer or sale of shares of a corporation which represent ownership, or entitle the holders of the shares to possession and occupancy, of specific apartment units in property owned by such corporation and organized and operated on a cooperative basis, solely for residential purposes.

(15) The offer or sale of securities under a bona fide employer-sponsored stock option, stock purchase, pension, profit-sharing, savings, or other benefit plan when offered only to employees of the sponsoring organization or to employees of its controlled subsidiaries.

(16) The sale by or through a registered dealer of any securities option if at the time of the sale of the option:

(17)(

a) The offer or sale of securities, as agent or principal, by a dealer registered pursuant to s. 517.12, when such securities are offered or sold at a price reasonably related to the current market price of such securities, provided such securities are:

(18) The offer or sale of any security effected by or through a person in compliance with s. 517.12(17).

(19) Other transactions defined by rules as transactions exempted from the registration provisions of s. 517.07, which rules the commission may adopt from time to time, but only after a finding by the office that the application of the provisions of s. 517.07 to a particular transaction is not necessary in the public interest and for the protection of investors because of the small dollar amount of securities involved or the limited character of the offering.

In conjunction with its adoption of such rules, the commission may also provide in such rules that persons selling or offering for sale the exempted securities are exempt from the registration requirements of s. 517.12. No rule so adopted may have the effect of narrowing or limiting any exemption provided for by statute in the other subsections of this section.

(20) Any nonissuer transaction by a registered associated person of a registered dealer, and any resale transaction by a sponsor of a unit investment trust registered under the Investment Company Act of 1940, in a security of a class that has been outstanding in the hands of the public for at least 90 days; provided, at the time of the transaction:

(21) The offer or sale of a security by an issuer conducted in accordance with s. 517.0611.

(22) The offer or sale of securities, solely in connection with the transfer of ownership of an eligible privately held company, through a merger and acquisition broker in accordance with s. 517.12(22).

History. — s. 1, ch. 78-435; ss. 4, 15, ch. 79-381; ss. 1, 5, ch. 80-254; ss. 1, 3, ch. 80-403; ss. 3, 6, ch. 81-115; ss. 2, 3, ch. 81-318; s. 2, ch. 83-184; s. 3, ch. 83-265; s. 3, ch. 84-159; s. 4, ch. 85-165; s. 5, ch. 86-85; ss. 3, 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 2, ch. 92-45; s. 2, ch. 96-338; s. 1166, ch. 97-103; s. 3, ch. 98-221; s. 586, ch. 2003-261; s. 34, ch. 2006-213; s. 2, ch. 2015-171; s. 1, ch. 2016-111.

517.0611 Intrastate crowdfunding.

(1) This

section may be cited as the “Florida Intrastate Crowdfunding Exemption.”

(2) Notwithstanding any other provision of this chapter, an offer or sale of a security by an issuer is an exempt transaction under s. 517.061 if the offer or sale is conducted in accordance with this section. The exemption provided in this

section may not be used in conjunction with any other exemption under s. 517.051 or s. 517.061.

(3) The offer or sale of securities under this

section must be conducted in accordance with the requirements of the federal exemption for intrastate offerings in s. 3(a)(11) of the Securities Act of 1933, 15 U.S.C. s. 77c(a)(11), and United States Securities and Exchange Commission Rule 147, 17 C.F.R. s. 230.147, adopted pursuant to the Securities Act of 1933.

(4) An issuer must:

(5) The issuer must file a notice of the offering with the office, in writing or in electronic form, in a format prescribed by commission rule, together with a nonrefundable filing fee of $200. The filing fee shall be deposited into the Regulatory Trust Fund of the office. The commission may adopt rules establishing procedures for the deposit of fees and the filing of documents by electronic means if the procedures provide the office with the information and data required by this section.

A notice is effective upon receipt, by the office, of the completed form, filing fee, and an irrevocable written consent to service of civil process, similar to that provided for in s. 517.101. The notice may be terminated by filing with the office a notice of termination. The notice and offering expire 12 months after filing the notice with the office and are not eligible for renewal. The notice must:

(6) The issuer must amend the notice form within 30 days after any information contained in the notice becomes inaccurate for any reason. The commission may require, by rule, an issuer who has filed a notice under this

section to file amendments with the office.

(7) The issuer must provide to investors and the dealer or intermediary, along with a copy to the office at the time that the notice is filed, and make available to potential investors through the dealer or intermediary, a disclosure statement containing material information about the issuer and the offering, including:

(8) The issuer shall provide to the office a copy of the escrow agreement with a financial institution authorized to conduct business in this state. All investor funds must be deposited in the escrow account. The escrow agreement must require that all offering proceeds be released to the issuer only when the aggregate capital raised from all investors is equal to or greater than the minimum target offering amount specified in the disclosure statement as necessary to implement the business plan, and that all investors will receive a full return of their investment commitment if that target offering amount is not raised by the date stated in the disclosure statement.

(9) The sum of all cash and other consideration received for sales of a security under this

section may not exceed $1 million, less the aggregate amount received for all sales of securities by the issuer within the 12 months preceding the first offer or sale made in reliance upon this exemption. Offers or sales to a person owning 20 percent or more of the outstanding shares of any class or classes of securities or to an officer, director, partner, or trustee, or a person occupying a similar status, do not count toward this limitation.

(10) Unless the investor is an accredited investor as defined by Rule 501 of Regulation D, adopted pursuant to the Securities Act of 1933, the aggregate amount sold by an issuer to an investor in transactions exempt from registration requirements under this subsection in a 12-month period may not exceed:

(11) The issuer shall file with the office and provide to investors free of charge an annual report of the results of operations and financial statements of the issuer within 45 days after the end of its fiscal year, until no securities under this offering are outstanding. The annual reports must meet the following requirements:

(12)(

a) A notice-filing under this

section shall be summarily suspended by the office if the payment for the filing is dishonored by the financial institution upon which the funds are drawn. For purposes of s. 120.60(6), failure to pay the required notice filing fee constitutes an immediate and serious danger to the public health, safety, and welfare. The office shall enter a final order revoking a notice-filing in which the payment for the filing is dishonored by the financial institution upon which the funds are drawn.

(13) An intermediary must:

(14) An intermediary not registered as a dealer under s. 517.12(6) may not:

(15) All funds received from investors must be directed to the financial institution designated in the escrow agreement to hold the funds and must be used in accordance with representations made to investors by the intermediary. If an investor cancels a commitment to invest, the intermediary must direct the financial institution designated to hold the funds to promptly refund the funds of the investor.

History. — s. 3, ch. 2015-171.

517.07 Registration of securities.

(1) It is unlawful and a violation of this

chapter for any person to sell or offer to sell a security within this state unless the security is exempt under s. 517.051, is sold in a transaction exempt under s. 517.061, is a federal covered security, or is registered pursuant to this chapter.

(2) No securities that are required to be registered under this

chapter shall be sold or offered for sale within this state unless such securities have been registered pursuant to this

chapter and unless prior to each sale the purchaser is furnished with a prospectus meeting the requirements of rules adopted by the commission.

(3) The office shall issue a permit when registration has been granted by the office. A permit to sell securities is effective for 1 year from the date it was granted. Registration of securities shall be deemed to include the registration of rights to subscribe to such securities if the application under s. 517.081 or s. 517.082 for registration of such securities includes a statement that such rights are to be issued.

(4) A record of the registration of securities shall be kept by the office, in which register of securities shall also be recorded any orders entered by the office with respect to such securities. Such register, and all information with respect to the securities registered therein, shall be open to public inspection.

(5) Notwithstanding any other provision of this section, offers of securities required to be registered by this

section may be made in this state before the registration of such securities if the offers are made in conformity with rules adopted by the commission.

History. — s. 6, ch. 14899, 1931; CGL 1936 Supp. 6002(7); s. 3, ch. 24066, 1947; s. 11, ch. 25035, 1949; ss. 12, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; s. 2, ch. 78-435; ss. 5, 15, ch. 79-381; ss. 4, 5, ch. 80-254; ss. 2, 3, ch. 81-318; s. 1, ch. 83-201; s. 5, ch. 85-165; s. 6, ch. 86-85; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 4, ch. 97-224; s. 587, ch. 2003-261.

517.072 Viatical settlement investments.

(1) The exemptions provided for by ss. 517.051(6), (8), and (10) do not apply to a viatical settlement investment.

(2) The offering of a viatical settlement investment is not an exempt transaction under s. 517.061(2), (3), (8), (11), and (18), regardless of whether the offering otherwise complies with the conditions of that section, unless such offering is to a qualified institutional buyer.

(3) The registration provisions of ss. 517.07 and 517.12 do not apply to any of the following transactions in viatical settlement investments; however, such transactions in viatical settlement investments are subject to the provisions of ss. 517.301, 517.311, and 517.312:

History. — s. 2, ch. 2005-237; s. 3, ch. 2009-242.

517.075 Cuba, prospectus disclosure of doing business with, required.

(1) Any issuer of securities that will be sold in this state pursuant to a prospectus must disclose in the prospectus if the issuer or any affiliate thereof, as defined in s. 517.021(1), does business with the government of Cuba or with any person or affiliate located in Cuba. The prospectus disclosure required by this subsection does not apply with respect to prospectuses prepared before April 10, 1992.

(2) Any disclosure required by subsection (1) must include:

(3) If an issuer commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba, after the date issuer’s securities become effective with the Securities and Exchange Commission or with the office, whichever date is later, or if the information reported in the prospectus concerning that business changes in any material way, the issuer must provide the office notice of that business or change, as appropriate, in a manner acceptable to the office.

The commission shall prescribe by rule a form for persons to use to report the commencement of such business or any change in such business which occurs after the effective registration of such securities. This form must include, at a minimum, the information required by subsection (2). The information reported on the form must be kept current. Information is current if reported to the office within 90 days after the commencement of business or within 90 days after the change occurs with respect to previously reported information.

(4) The office shall provide, upon request, a copy of any form filed with the office under subsection (3) to any person requesting the form.

(5) Each securities offering sold in violation of this section, and each failure of an issuer to timely file the form required by subsection (3), subjects the issuer to a fine of up to $5,000. Any fine collected under this

section shall be deposited into the Anti-Fraud Trust Fund of the office.

(6)(

a) Any person who has purchased securities sold in violation of this

section may commence a civil action against the issuer. Any court of competent jurisdiction in which the suit is filed may require the issuer to comply with this

section and may also require the issuer to pay monetary damages to the purchaser of up to $5,000.

(7) A broker, dealer, or agent is deemed to have complied with this

section by obtaining from the issuer a written statement, at or prior to the sale of such securities, that the issuer has complied with all provisions of this section. A broker, dealer, or agent who sells any securities offered by an issuer in violation of this

section and who has obtained a statement of compliance from the issuer shall be indemnified by the issuer for all losses, including attorney’s fees, incurred by the broker, dealer, or agent as a result of the issuer’s violation of this section.

(8) This

section does not apply to securities or transactions that are exempt from registration under federal or state law or to investment companies registered under the Investment Company Act of 1940, as amended.

History. — s. 1, ch. 92-198; s. 588, ch. 2003-261.

517.081 Registration procedure.

(1) All securities required by this

chapter to be registered before being sold in this state and not entitled to registration by notification shall be registered in the manner provided by this section.

(2) The office shall receive and act upon applications to have securities registered, and the commission may prescribe forms on which it may require such applications to be submitted. Applications shall be duly signed by the applicant, sworn to by any person having knowledge of the facts, and filed with the office. The commission may establish, by rule, procedures for depositing fees and filing documents by electronic means provided such procedures provide the office with the information and data required by this section. An application may be made either by the issuer of the securities for which registration is applied or by any registered dealer desiring to sell the same within the state.

(3) The office may require the applicant to submit to the office the following information concerning the issuer and such other relevant information as the office may in its judgment deem necessary to enable it to ascertain whether such securities shall be registered pursuant to the provisions of this section:

(4) All of the statements, exhibits, and documents of every kind required under this section, except properly certified public documents, shall be verified by the oath of the applicant or of the issuer in such manner and form as may be required by the commission.

(5) The commission may by rule fix the maximum discounts, commissions, expenses, remuneration, and other compensation to be paid in cash or otherwise, not to exceed 20 percent, directly or indirectly, for or in connection with the sale or offering for sale of such securities in this state.

(6) An issuer filing an application under this

section shall, at the time of filing, pay the office a nonreturnable fee of $1,000 per application.

(7) If upon examination of any application the office shall find that the sale of the security referred to therein would not be fraudulent and would not work or tend to work a fraud upon the purchaser, that the terms of the sale of such securities would be fair, just, and equitable, and that the enterprise or business of the issuer is not based upon unsound business principles, it shall record the registration of such security in the register of securities; and thereupon such security so registered may be sold by any registered dealer, subject, however, to the further order of the office.

In order to determine if an offering is fair, just, and equitable, the commission may by rule establish requirements and standards for the filing, content, and circulation of any preliminary, final, or amended prospectus and other sales literature and may by rule establish merit qualification criteria relating to the issuance of equity securities, debt securities, insurance company securities, real estate investment trusts, and other traditional and nontraditional investments, including, but not limited to, oil and gas investments.

The criteria may include such elements as the promoter’s equity investment ratio, the financial condition of the issuer, the voting rights of shareholders, the grant of options or warrants to underwriters and others, loans and other affiliated transaction, the use or refund of proceeds of the offering, and such other relevant criteria as the office in its judgment may deem necessary to such determination.

(8) The commission may by rule establish requirements and standards for:

History. — s. 3, ch. 78-435; s. 148, ch. 79-164; ss. 6, 15, ch. 79-381; ss. 2, 5, ch. 80-254; ss. 2, 3, ch. 81-318; s. 6, ch. 85-165; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 5, ch. 97-224; s. 4, ch. 98-221; s. 589, ch. 2003-261; s. 3, ch. 2005-237; s. 35, ch. 2006-213.

517.082 Notification registration.

(1) Except as provided in subsection (3), securities offered or sold pursuant to a registration statement filed under the Securities Act of 1933 shall be entitled to registration by notification in the manner provided in subsection (2), provided that prior to the offer or sale the registration statement has become effective.

(2) An application for registration by notification shall be filed with the office, shall contain the following information, and shall be accompanied by the following:

(3) Except for units of limited partnership interests or such other securities as the commission describes by rule as exempt from this subsection due to high investment quality, the provisions of this

section may not be used to register securities if the offering price at the time of effectiveness with the Securities and Exchange Commission is $5 or less per share, unless such securities are listed or designated, or approved for listing or designation upon notice of issuance, on a stock exchange registered pursuant to the Securities Exchange Act of 1934 or on the National Association of Securities Dealers Automated Quotation (NASDAQ) System, or unless such securities are of the same issuer and of senior or substantially equal rank to securities so listed or designated.

(4) In lieu of filing with the office the application, fees, and documents for registration required by subsection (2), the commission may establish, by rule, procedures for depositing fees and filing documents by electronic means, provided such procedures provide the office with the information and data required by this section.

History. — ss. 7, 15, ch. 85-165; s. 7, ch. 86-85; s. 4, ch. 87-316; ss. 4, 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 3, ch. 96-338; s. 6, ch. 97-224; s. 5, ch. 98-221; s. 590, ch. 2003-261.

517.101 Consent to service.

(1) Upon any initial application for registration under s. 517.081 or s. 517.082 or upon request of the office, the issuer shall file with such application the irrevocable written consent of the issuer that in suits, proceedings, and actions growing out of the violation of any provision of this chapter, the service on the office of a notice, process, or pleading therein, authorized by the laws of this state, shall be as valid and binding as if due service had been made on the issuer.

(2) Any such action shall be brought either in the county of the plaintiff’s residence or in the county in which the office has its official headquarters.

The written consent shall be authenticated by the seal of said issuer, if it has a seal, and by the acknowledged signature of a member of the copartnership or company, or by the acknowledged signature of any officer of the incorporated or unincorporated association, if it be an incorporated or unincorporated association, duly authorized by resolution of the board of directors, trustees, or managers of the corporation or association, and shall in such case be accompanied by a duly certified copy of the resolution of the board of directors, trustees, or managers of the corporation or association, authorizing the officers to execute the same.

In case any process or pleadings mentioned in this

chapter are served upon the office, it shall be by duplicate copies, one of which shall be filed in the office and another immediately forwarded by the office by registered mail to the principal office of the issuer against which said process or pleadings are directed.

History. — s. 3, ch. 78-435; s. 5, ch. 80-254; s. 392, ch. 81-259; ss. 2, 3, ch. 81-318; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 4, ch. 96-338; s. 7, ch. 97-224; s. 591, ch. 2003-261.

517.111 Revocation or denial of registration of securities.

(1) The office may revoke or suspend the registration of any security, or may deny any application to register securities, if upon examination into the affairs of the issuer of such security it shall appear that:

(2) If any issuer shall refuse to permit an examination to be made by the office, it shall be proper ground for revocation of registration.

(3) If the office deems it necessary, it may enter an order suspending the right to sell securities pending any investigation, provided that the order shall state the office’s grounds for taking such action.

(4) Notice of the entry of such order shall be given by mail, personally, by telephone confirmed in writing, or by telegraph to the issuer. Before such order is made final, the issuer applying for registration shall, on application, be entitled to a hearing.

(5) The office may deny any request to terminate any registration or to withdraw any application for registration if the office believes that

an act which would be grounds for denial, suspension, or revocation under this

chapter has been committed.

History. — s. 3, ch. 78-435; s. 5, ch. 80-254; ss. 2, 3, ch. 81-318; s. 8, ch. 85-165; ss. 5, 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 3, ch. 92-45; s. 592, ch. 2003-261.

517.12 Registration of dealers, associated persons, intermediaries, and investment advisers.

(1) No dealer, associated person, or issuer of securities shall sell or offer for sale any securities in or from offices in this state, or sell securities to persons in this state from offices outside this state, by mail or otherwise, unless the person has been registered with the office pursuant to the provisions of this section. The office shall not register any person as an associated person of a dealer unless the dealer with which the applicant seeks registration is lawfully registered with the office pursuant to this chapter.

(2) The registration requirements of this

section do not apply to the issuers of securities exempted by s. 517.051(1)-(8) and (10).

(3) Except as otherwise provided in s. 517.061(11)(a)4., (13), (16), (17), or (19), the registration requirements of this

section do not apply in a transaction exempted by s. 517.061(1)-(12), (14), and (15).

(4) No investment adviser or associated person of an investment adviser or federal covered adviser shall engage in business from offices in this state, or render investment advice to persons of this state, by mail or otherwise, unless the federal covered adviser has made a notice-filing with the office pursuant to s. 517.1201 or the investment adviser is registered pursuant to the provisions of this

chapter and associated persons of the federal covered adviser or investment adviser have been registered with the office pursuant to this section. The office shall not register any person or an associated person of a federal covered adviser or an investment adviser unless the federal covered adviser or investment adviser with which the applicant seeks registration is in compliance with the notice-filing requirements of s. 517.1201 or is lawfully registered with the office pursuant to this chapter. A dealer or associated person who is registered pursuant to this

section may render investment advice upon notification to and approval from the office.

(5) No dealer or investment adviser shall conduct business from a branch office within this state unless the branch office is notice-filed with the office pursuant to s. 517.1202.

(6) A dealer, associated person, or investment adviser, in order to obtain registration, must file with the office a written application, on a form which the commission may by rule prescribe. The commission may establish, by rule, procedures for depositing fees and filing documents by electronic means provided such procedures provide the office with the information and data required by this section. Each dealer or investment adviser must also file an irrevocable written consent to service of civil process similar to that provided for in s. 517.101. The application shall contain such information as the commission or office may require concerning such matters as:

(7) The application must also contain such information as the commission or office may require about the applicant; any member, principal, or director of the applicant or any person having a similar status or performing similar functions; any person directly or indirectly controlling the applicant; or any employee of a dealer or of an investment adviser rendering investment advisory services.

Each applicant and any direct owners, principals, or indirect owners that are required to be reported on Form BD or Form ADV pursuant to subsection (15) shall submit fingerprints for live-scan processing in accordance with rules adopted by the commission. The fingerprints may be submitted through a third-party vendor authorized by the Department of Law Enforcement to provide live-scan fingerprinting. The costs of fingerprint processing shall be borne by the person subject to the background check.

The Department of Law Enforcement shall conduct a state criminal history background check, and a federal criminal history background check must be conducted through the Federal Bureau of Investigation. The office shall review the results of the state and federal criminal history background checks and determine whether the applicant meets licensure requirements.

The commission may waive, by rule, the requirement that applicants, including any direct owners, principals, or indirect owners that are required to be reported on Form BD or Form ADV pursuant to subsection (15), submit fingerprints or the requirement that such fingerprints be processed by the Department of Law Enforcement or the Federal Bureau of Investigation. The commission or office may require information about any such applicant or person concerning such matters as:

(8) The commission or office may require the applicant or one or more principals or general partners, or natural persons exercising similar functions, or any associated person applicant to successfully pass oral or written examinations. Because any principal, manager, supervisor, or person exercising similar functions shall be responsible for the acts of the associated persons affiliated with a dealer, the examination standards may be higher for a dealer, office manager, principal, or person exercising similar functions than for a nonsupervisory associated person.

The commission may waive the examination process when it determines that such examinations are not in the public interest. The office shall waive the examination requirements for any person who has passed any tests as prescribed in s. 15(b)(7) of the Securities Exchange Act of 1934 that relates to the position to be filled by the applicant.

(9)(

a) All dealers, except securities dealers who are designated by the Federal Reserve Bank of New York as primary government securities dealers or securities dealers registered as issuers of securities, shall comply with the net capital and ratio requirements imposed pursuant to the Securities Exchange Act of 1934. The commission may by rule require a dealer to file with the office any financial or operational information that is required to be filed by the Securities Exchange Act of 1934 or any rules adopted under such act.

(10)(

a) An applicant for registration shall pay an assessment fee of $200, in the case of a dealer or investment adviser, or $50, in the case of an associated person. An associated person may be assessed an additional fee to cover the cost for the fingerprints to be processed by the office. Such fee shall be determined by rule of the commission. Such fees become the revenue of the state, except for those assessments provided for under s. 517.131(1) until such time as the Securities Guaranty Fund satisfies the statutory limits, and are not returnable in the event that registration is withdrawn or not granted.

(11)(

a) If the office finds that the applicant is of good repute and character and has complied with the provisions of this

chapter and the rules made pursuant hereto, it shall register the applicant. The registration of each dealer, investment adviser, and associated person expires on December 31 of the year the registration became effective unless the registrant has renewed his or her registration on or before that date. Registration may be renewed by furnishing such information as the commission may require, together with payment of the fee required in paragraph (10)(

a) for dealers, investment advisers, or associated persons and the payment of any amount lawfully due and owing to the office pursuant to any order of the office or pursuant to any agreement with the office. Any dealer, investment adviser, or associated person who has not renewed a registration by the time the current registration expires may request reinstatement of such registration by filing with the office, on or before January 31 of the year following the year of expiration, such information as may be required by the commission, together with payment of the fee required in paragraph (10)(

a) for dealers, investment advisers, or associated persons and a late fee equal to the amount of such fee. Any reinstatement of registration granted by the office during the month of January shall be deemed effective retroactive to January 1 of that year.

(12)(

a) The office may issue a license to a dealer, investment adviser, or associated person to evidence registration under this chapter. The office may require the return to the office of any license it may issue prior to issuing a new license.

(13) Changes in registration occasioned by changes in personnel of a partnership or in the principals, copartners, officers, or directors of any dealer or investment adviser or by changes of any material fact or method of doing business shall be reported by written amendment in such form and at such time as the commission may specify.

In any case in which a person or a group of persons, directly or indirectly or acting by or through one or more persons, proposes to purchase or acquire a controlling interest in a registered dealer or investment adviser, such person or group shall submit an initial application for registration as a dealer or investment adviser prior to such purchase or acquisition. The commission shall adopt rules providing for waiver of the application required by this subsection where control of a registered dealer or investment adviser is to be acquired by another dealer or investment adviser registered under this

chapter or where the application is otherwise unnecessary in the public interest.

(14) Every dealer or investment adviser registered or required to be registered or branch office notice-filed or required to be notice-filed with the office shall keep records of all currency transactions in excess of $10,000 and shall file reports, as prescribed under the financial recordkeeping regulations in 31 C.F.R.

part 103, with the office when transactions occur in or from this state. All reports required by this subsection to be filed with the office shall be confidential and exempt from s. 119.07(1) except that any law enforcement agency or the Department of Revenue shall have access to, and shall be authorized to inspect and copy, such reports.

(15)(

a) In order to facilitate uniformity and streamline procedures for persons who are subject to registration or notification in multiple jurisdictions, the commission may adopt by rule uniform forms that have been approved by the Securities and Exchange Commission, and any subsequent amendments to such forms, if the forms are substantially consistent with the provisions of this chapter. Uniform forms that the commission may adopt to administer this

section include, but are not limited to:

(16) Except for securities dealers who are designated by the Federal Reserve Bank of New York as primary government securities dealers or securities dealers registered as issuers of securities, every applicant for initial or renewal registration as a securities dealer and every person registered as a securities dealer shall be registered as a broker or dealer with the Securities and Exchange Commission and shall be subject to insurance coverage by the Securities Investor Protection Corporation.

(17)(

a) A dealer that is located in Canada, does not have an office or other physical presence in this state, and has made a notice-filing in accordance with this subsection is exempt from the registration requirements of this

section and may effect transactions in securities with or for, or induce or attempt to induce the purchase or sale of any security by:

(18) Every dealer or associated person registered or required to be registered with the office shall satisfy any continuing education requirements established by rule pursuant to law.

(19) The registration requirements of this

section which apply to investment advisers and associated persons do not apply to a commodity trading adviser who:

(20) An intermediary may not engage in business in this state unless the intermediary is registered as a dealer or as an intermediary with the office pursuant to this

section to facilitate the offer or sale of securities in accordance with s. 517.0611. An intermediary, in order to obtain registration, must file with the office a written application on a form prescribed by commission rule and pay a registration fee of $200. The fees under this subsection shall be deposited into the Regulatory Trust Fund of the office. The commission may establish by rule procedures for depositing fees and filing documents by electronic means if such procedures provide the office with the information and data required by this section. Each intermediary must also file an irrevocable written consent to service of civil process, as provided in s. 517.101.

(21) The registration requirements of this

section do not apply to any general lines insurance agent or life insurance agent licensed under

chapter 626, for the sale of a security as defined in s. 517.021(22)(g), if the individual is directly authorized by the issuer to offer or sell the security on behalf of the issuer and the issuer is a federally chartered savings bank subject to regulation by the Federal Deposit Insurance Corporation. Actions under this subsection shall constitute activity under the insurance agent’s license for purposes of ss. 626.611 and 626.621.

(22)(

a) As used in this subsection, the term:

History. — s. 11, ch. 14899, 1931; s. 6, ch. 17253, 1935; CGL 1936 Supp. 6002(12); s. 3, ch. 20960, 1941; s. 3, ch. 21709, 1943; s. 1, ch. 57-288; s. 1, ch. 59-169; s. 1, ch. 63-321; s. 6, ch. 65-454; ss. 12, 35, ch. 69-106; s. 6, ch. 71-96; s. 2, ch. 72-152; s. 3, ch. 73-68; s. 1, ch. 74-278; s. 3, ch. 76-168; s. 194, ch. 77-104; s. 1, ch. 77-457; s. 4, ch. 78-435; s. 19, ch. 79-8; s. 149, ch. 79-164; ss. 7, 15, ch. 79-381; ss. 3-5, ch. 80-254; ss. 2, 3, ch. 80-403; ss. 4, 6, ch. 81-115; ss. 2, 3, ch. 81-318; s. 3, ch. 83-184; s. 3, ch. 83-265; s. 4, ch. 84-159; s. 9, ch. 85-165; s. 8, ch. 86-85; s. 2, ch. 88-187; ss. 6, 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 3, ch. 92-9; s. 4, ch. 92-45; s. 5, ch. 96-338; s. 336, ch. 96-406; s. 1167, ch. 97-103; s. 8, ch. 97-224; s. 1, ch. 98-82; s. 6, ch. 98-221; s. 51, ch. 2000-154; s. 12, ch. 2002-404; s. 65, ch. 2003-1; s. 593, ch. 2003-261; s. 62, ch. 2006-1; s. 36, ch. 2006-213; s. 1, ch. 2007-63; s. 4, ch. 2009-242; s. 48, ch. 2013-116; s. 3, ch. 2013-201; s. 1, ch. 2013-202; s. 4, ch. 2015-171; s. 2, ch. 2016-111; s. 36, ch. 2018-7.

517.1201 Notice filing requirements for federal covered advisers.

(1) It is unlawful for a person to transact business in this state as a federal covered adviser unless such person has made a notice filing with the office. A notice filing under this

section shall consist of a copy of those documents that have been filed or are required to be filed by the federal covered adviser with the Securities and Exchange Commission that the Financial Services Commission by rule requires to be filed, together with a consent to service of process and a filing fee of $200. The commission may establish by rule procedures for the deposit of fees and the filing of documents to be made through electronic means, if the procedures provide to the office the information and data required by this section.

(2) A notice filing shall be effective upon receipt. A notice filing shall expire on December 31 of the year in which the filing became effective unless the federal covered adviser has renewed the filing on or before that date. A federal covered adviser may renew a notice filing by furnishing to the office such information that has been filed or is required to be filed with the Securities and Exchange Commission, as the Financial Services Commission or office may require, together with a renewal fee of $200 and the payment of any amount due and owing the office pursuant to any agreement with the office.

Any federal covered adviser who has not renewed a notice filing by the time a current notice filing expires may request reinstatement of such notice filing by filing with the office, on or before January 31 of the year following the year the notice filing expires, such information that has been filed or is required to be filed with the Securities and Exchange Commission as may be required by the Financial Services Commission or office, together with the payment of $200 and a late fee equal to $200.

Any reinstatement of a notice filing granted by the office during the month of January shall be deemed effective retroactive to January 1 of that year.

(3) The commission may require, by rule, a federal covered adviser who has made a notice filing pursuant to this

section to file with the office copies of any amendments filed or required to be filed with the Securities and Exchange Commission.

(4) The office may issue a permit to evidence the effectiveness of a notice filing for a federal covered adviser.

(5) A notice filing may be terminated by filing notice of such termination with the office. Unless another date is specified by the federal covered adviser, such notice shall be effective upon its receipt by the office.

(6) All fees collected under this

section become the revenue of the state, except for those assessments provided for under s. 517.131(1) until such time as the Securities Guaranty Fund satisfies the statutory limits, and are not returnable in the event that a notice filing is withdrawn.

History. — s. 7, ch. 98-221; s. 594, ch. 2003-261.

517.1202 Notice-filing requirements for branch offices.

(1) It is unlawful for a dealer or investment adviser to conduct business from a branch office in this state unless the dealer or investment adviser has made a branch office notice-filing with the office. A notice-filing under this

section shall consist of a form that the commission may prescribe by rule. The commission may establish, by rule, procedures for the deposit of fees and filing of documents by electronic means if the procedures provide the office with the information and data required by this section.

(2) A notice-filing shall be effective upon receipt by the office of the form and filing fee. Each dealer and each investment adviser shall pay a filing fee of $100 for each branch office in this state.

(3) A notice-filing shall expire on December 31 of the year in which the filing became effective unless the dealer or investment adviser has renewed the filing on or before that date. A dealer or investment adviser may renew a branch office notice-filing by furnishing to the office such information as the commission or office may require, together with a renewal fee of $100 and the payment of any amount due and owing the office pursuant to any agreement with the office.

Any dealer or investment adviser who has not renewed a branch office notice-filing by the time a current notice-filing expires may request reinstatement of such notice-filing by filing with the office, on or before January 31 of the year following the year the notice-filing expires, such information as the commission or office may require, together with the filing fee of $100 and a late fee equal to $100. Any reinstatement of a branch office notice-filing granted by the office during the month of January shall be deemed effective retroactive to January 1 of that year.

(4) A branch office notice-filing under this

section shall be summarily suspended by the office if the notice-filer fails to provide to the office, within 30 days after a written request by the office, all of the information required by this

section and the rules adopted under this section. The

summary suspension shall be in effect for the branch office until such time as the notice-filer submits the requested information to the office, pays a fine as prescribed by s. 517.221(3), and a final order is entered. At such time, the suspension shall be lifted. For purposes of s. 120.60(6), failure to provide all information required by this

section and the underlying rules constitutes immediate and serious danger to the public health, safety, and welfare. If the notice-filer fails to provide all of the requested information within a period of 90 days, the notice-filing shall be revoked by the office.

(5) Notification under this

section may be revoked by the office if the notice-filer makes payment to the office for a branch office notice-filing with a check or electronic transmission of funds that is dishonored by the notice-filer’s financial institution.

(6) The commission may require, by rule, a dealer or investment adviser who has made a branch office notice-filing pursuant to this

section to file amendments with the office.

(7) A branch office notice-filing may be terminated by filing notice of such termination with the office. Unless another date is specified by the dealer or investment adviser, such notice shall be effective upon its receipt by the office.

(8) All fees collected under this

section become the revenue of the state, except for those assessments provided for under s. 517.131(1) until such time as the Securities Guaranty Fund satisfies the statutory limits, and are not returnable in the event that a branch office notice-filing is withdrawn.

History. — s. 2, ch. 2013-202.

517.1205 Registration of associated persons specific as to securities dealer, investment adviser, or federal covered adviser identified at time of registration approval.

History. — s. 3, ch. 88-187; s. 1, ch. 89-296; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 8, ch. 98-221; s. 3, ch. 2013-202.

517.121 Books and records requirements; examinations.

(1) A dealer, investment adviser, branch office, associated person, or intermediary shall maintain such books and records as the commission may prescribe by rule.

(2) The office shall, at intermittent periods, examine the affairs and books and records of each registered dealer, investment adviser, associated person, intermediary, or branch office notice-filed with the office, or require such records and reports to be submitted to it as required by rule of the commission, to determine compliance with this act.

(3) Registration under s. 517.12 or notification under s. 517.1202 may be summarily suspended by the office pursuant to s. 120.60(6) if the registrant or notice-filed branch office fails to promptly provide to the office, after a written request, any of the records required by this

section and the rules adopted under this section. The suspension may be rescinded if the registrant or notice-filed branch office submits the requested records to the office. For purposes of s. 120.60(6), failure to provide substantially all of such records constitutes immediate and serious danger to the public health, safety, and welfare.

History. — ss. 10, 15, ch. 85-165; ss. 7, 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 597, ch. 2003-261; s. 5, ch. 2009-242; s. 4, ch. 2013-202; s. 5, ch. 2015-171.

517.1215 Requirements, rules of conduct, and prohibited business practices for investment advisors and their associated persons.

(1) The commission shall specify by rule requirements for investment advisors deemed to have custody of client funds which concern the following:

(2) The commission shall by rule establish rules of conduct and prohibited business practices for investment advisers and their associated persons. In adopting the rules, the commission shall consider general industry standards as expressed in the rules and regulations of the various federal and self-regulatory agencies and regulatory associations, including, but not limited to, the United States Securities and Exchange Commission, the Financial Industry Regulatory Authority, and the North American Securities Administrators Association.

History. — s. 4, ch. 2005-237; s. 6, ch. 2009-242.

517.1217 Rules of conduct and prohibited business practices for dealers and their associated persons.

History. — s. 5, ch. 2005-237; s. 7, ch. 2009-242.

517.122 Arbitration.

History. — ss. 9, 15, ch. 86-85; ss. 8, 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 6, ch. 96-338.

517.131 Securities Guaranty Fund.

(1)(

a) The Chief Financial Officer shall establish a Securities Guaranty Fund. An amount not exceeding 20 percent of all revenues received as assessment fees pursuant to s. 517.12(10) and (11) for dealers and investment advisers or s. 517.1201 for federal covered advisers and an amount not exceeding 10 percent of all revenues received as assessment fees pursuant to s. 517.12(10) and (11) for associated persons shall be part of the regular license fee and shall be transferred to or deposited in the Securities Guaranty Fund.

(2) The Securities Guaranty Fund shall be disbursed as provided in s. 517.141 to a person who is adjudged by a court of competent jurisdiction to have suffered monetary damages as a result of any of the following acts committed by a dealer, investment adviser, or associated person who was licensed under this

chapter at the time the act was committed:

(3) Any person is eligible to seek recovery from the Securities Guaranty Fund if:

(4) Any person who files an action that may result in the disbursement of funds from the Securities Guaranty Fund pursuant to the provisions of s. 517.141 shall give written notice by certified mail to the office as soon as practicable after such action has been filed. The failure to give such notice shall not bar a payment from the Securities Guaranty Fund if all of the conditions specified in subsection (3) are satisfied.

(5) The commission may adopt rules pursuant to ss. 120.536(1) and 120.54 specifying the procedures for complying with subsections (2), (3), and (4), including rules for the form of submission and guidelines for the sufficiency and content of submissions of notices and claims.

History. — s. 5, ch. 78-435; ss. 8, 15, ch. 79-381; s. 5, ch. 80-254; ss. 2, 3, ch. 81-318; s. 5, ch. 84-159; ss. 9, 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 5, ch. 92-45; s. 7, ch. 96-338; s. 1168, ch. 97-103; s. 10, ch. 97-224; s. 4, ch. 98-82; s. 9, ch. 98-221; s. 598, ch. 2003-261; s. 37, ch. 2006-213; s. 3, ch. 2007-63.

517.141 Payment from the fund.

(1) Any person who meets all of the conditions prescribed in s. 517.131 may apply to the office for payment to be made to such person from the Securities Guaranty Fund in the amount equal to the unsatisfied portion of such person’s judgment or $10,000, whichever is less, but only to the extent and amount reflected in the judgment as being actual or compensatory damages, excluding postjudgment interest, costs, and attorney’s fees.

(2) Regardless of the number of claims or claimants involved, payments for claims shall be limited in the aggregate to $100,000 against any one dealer, investment adviser, or associated person. If the total claims exceed the aggregate limit of $100,000, the office shall prorate the payment based upon the ratio that the person’s claim bears to the total claims filed.

(3) No payment shall be made on any claim against any one dealer, investment adviser, or associated person before the expiration of 2 years from the date any claimant is found by the office to be eligible for recovery pursuant to this section.

If during this 2-year period more than one claim is filed against the same dealer, investment adviser, or associated person, or if the office receives notice pursuant to s. 517.131(4) that an action against the same dealer, investment adviser, or associated person is pending, all such claims and notices of pending claims received during this period against the same dealer, investment adviser, or associated person may be handled by the office as provided in this section.

Two years after the first claimant against that same dealer, investment adviser, or associated person applies for payment pursuant to this section:

(4) Individual claims filed by persons owning the same joint account, or claims stemming from any other type of account maintained by a particular licensee on which more than one name appears, shall be treated as the claims of one eligible claimant with respect to payment from the fund.

If a claimant who has obtained a judgment which qualifies for disbursement under s. 517.131 has maintained more than one account with the dealer, investment adviser, or associated person who is the subject of the claims, for purposes of disbursement of the fund, all such accounts, whether joint or individual, shall be considered as one account and shall entitle such claimant to only one distribution from the fund not to exceed the lesser of $10,000 or the unsatisfied portion of such claimant’s judgment as provided in subsection (1).

To the extent that a claimant obtains more than one judgment against a dealer, investment adviser, or one or more associated persons arising out of the same transactions, occurrences, or conduct or out of the dealer’s, investment adviser’s, or associated person’s handling of the claimant’s account, such judgments shall be consolidated for purposes of this

section and shall entitle the claimant to only one disbursement from the fund not to exceed the lesser of $10,000 or the unsatisfied portion of such claimant’s judgment as provided in subsection (1).

(5) If the final judgment that gave rise to the claim is overturned in any appeal or in any collateral proceeding, the claimant shall reimburse the fund all amounts paid from the fund to the claimant on the claim. If the claimant satisfies the judgment specified in s. 517.131(3)(a), the claimant shall reimburse the fund all amounts paid from the fund to the claimant on the claim. Such reimbursement shall be paid to the office within 60 days after the final resolution of the appellate or collateral proceedings or the satisfaction of judgment, with the 60-day period commencing on the date the final order or decision is entered in such proceedings.

(6) If a claimant receives payments in excess of that which is permitted under this chapter, the claimant shall reimburse the fund such excess within 60 days after the claimant receives such excess payment or after the payment is determined to be in excess of that permitted by law, whichever is later.

(7) The office may institute legal proceedings to enforce compliance with this

section and with s. 517.131 to recover moneys owed to the fund, and shall be entitled to recover interest, costs, and attorney’s fees in any action brought pursuant to this

section in which the office prevails.

(8) If at any time the money in the Securities Guaranty Fund is insufficient to satisfy any valid claim or portion of a valid claim approved by the office, the office shall satisfy such unpaid claim or portion of such valid claim as soon as a sufficient amount of money has been deposited in or transferred to the fund. When there is more than one unsatisfied claim outstanding, such claims shall be paid in the order in which the claims were approved by final order of the office, which order is not subject to an appeal or other pending proceeding.

(9) Upon receipt by the claimant of the payment from the Securities Guaranty Fund, the claimant shall assign any additional right, title, and interest in the judgment, to the extent of such payment, to the office. If the provisions of s. 517.131(3)(

e) apply, the claimant must assign to the office any right, title, and interest in the debt to the extent of any payment by the office from the Securities Guaranty Fund.

(10) All payments and disbursements made from the Securities Guaranty Fund shall be made by the Chief Financial Officer upon authorization signed by the director of the office, or such agent as she or he may designate.

(11) The commission may adopt rules pursuant to ss. 120.536(1) and 120.54 specifying procedures for complying with this section, including rules for the form of submission and guidelines for the sufficiency and content of submissions of notices and claims.

History. — s. 5, ch. 78-435; s. 5, ch. 80-254; ss. 2, 3, ch. 81-318; s. 6, ch. 84-159; s. 67, ch. 87-225; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 6, ch. 92-45; s. 683, ch. 97-103; s. 599, ch. 2003-261; s. 38, ch. 2006-213; s. 8, ch. 2009-242.

517.151 Investments of the fund.

History. — s. 5, ch. 78-435; s. 5, ch. 80-254; ss. 2, 3, ch. 81-318; s. 7, ch. 84-159; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 600, ch. 2003-261.

517.161 Revocation, denial, or suspension of registration of dealer, investment adviser, intermediary, or associated person.

(1) Registration under s. 517.12 may be denied or any registration granted may be revoked, restricted, or suspended by the office if the office determines that such applicant or registrant; any member, principal, or director of the applicant or registrant or any person having a similar status or performing similar functions; or any person directly or indirectly controlling the applicant or registrant:

(2) The payment or anticipated payment of any amount from the Securities Guaranty Fund in settlement of a claim or in satisfaction of a judgment against an applicant or registrant constitutes prima facie grounds for the denial of the applicant’s application for registration or the revocation of the registrant’s registration.

(3) In the event the office determines to deny an application or revoke a registration, it shall enter a final order with its findings on the register of dealers and associated persons; and denial, suspension, or revocation of the registration of a dealer, intermediary, or investment adviser shall also deny, suspend, or revoke the registration of all her or his associated persons.

(4) It shall be sufficient cause for denial of an application or revocation of registration, in the case of a partnership, corporation, or unincorporated association, if any member of the partnership or any officer, director, or ultimate equitable owner of the corporation or association has committed any act or omission which would be cause for denying, revoking, restricting, or suspending the registration of an individual dealer, investment adviser, intermediary, or associated person.

As used in this subsection, the term “ultimate equitable owner” means a natural person who directly or indirectly owns or controls an ownership interest in the corporation, partnership, association, or other legal entity however organized, regardless of whether such natural person owns or controls such ownership interest through one or more proxies, powers of attorney, nominees, corporations, associations, partnerships, trusts, joint stock companies, or other entities or devices, or any combination thereof.

(5) The office may deny any request to terminate or withdraw any application or registration if the office believes that

an act which would be a ground for denial, suspension, restriction, or revocation under this

chapter has been committed.

(6) Registration under s. 517.12 may be denied or any registration granted may be suspended or restricted if an applicant or registrant is charged, in a pending enforcement action or pending criminal prosecution, with any conduct that would authorize denial or revocation under subsection (1). Registration under s. 517.12 may be suspended or restricted if a registrant is arrested for any conduct that would authorize revocation under subsection (1).

History. — s. 5, ch. 78-435; s. 5, ch. 80-254; s. 393, ch. 81-259; ss. 2, 3, ch. 81-318; s. 8, ch. 84-159; s. 11, ch. 85-165; s. 10, ch. 86-85; s. 5, ch. 87-316; ss. 13, 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 7, ch. 92-45; s. 243, ch. 96-410; s. 1169, ch. 97-103; s. 10, ch. 98-221; s. 601, ch. 2003-261; s. 39, ch. 2006-213; s. 9, ch. 2009-242; s. 5, ch. 2013-202; s. 6, ch. 2015-171.

517.1611 Guidelines.

(1) The commission shall adopt by rule disciplinary guidelines applicable to each ground for disciplinary action that may be imposed by the office.

(2) The commission shall adopt by rule disqualifying periods pursuant to which an applicant will be disqualified from eligibility for registration based upon criminal convictions, pleas of nolo contendere, or pleas of guilt, regardless of whether adjudication was withheld, by the applicant; any partner, member, officer, or director of the applicant or any person having a similar status or performing similar functions; or any person directly or indirectly controlling the applicant.

History. — s. 10, ch. 2009-242; s. 6, ch. 2013-202.

517.171 Burden of proof.

History. — s. 5, ch. 78-435; s. 5, ch. 80-254; s. 394, ch. 81-259; ss. 2, 3, ch. 81-318; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429.

517.181 Escrow agreement.

(1) If the statement containing information as to securities to be registered, as provided for in s. 517.081, shall disclose that any such securities or any securities senior thereto shall have been or shall be intended to be issued for any patent right, copyright, trademark, process, formula, or goodwill; for organization or promotion fees or expenses; or for goodwill or going-concern value or other intangible assets, then the amount and nature thereof shall be fully set forth, and the office may require that such securities so issued in payment of such patent right, copyright, trademark, process, formula, or goodwill; for organization or promotion fees or expenses; or for other intangible assets shall be delivered in escrow to the office or other depository satisfactory to the office under an escrow agreement.

The escrow agreement shall be in a form suitable to the office and shall provide for the escrow or impoundment of such securities for a reasonable length of time determined by the office to be in the best interest of other shareholders.

The securities subject to escrow shall also include any dividend, cash, or stock that may be paid during the life of the escrow and any stock issued through, or by reason of, any stock split, exchange of shares, recapitalization, merger, consolidation, reorganization, or similar combination or subdivision in substitution for or in lieu of any stock subject to this provision; and in case of dissolution or insolvency during the time such securities are held in escrow, the owners of such securities shall not participate in the assets until after the owners of all other securities shall have been paid in full.

(2) Any securities held in escrow under this

section on November 1, 1978, may be released to the owners thereof upon request, if satisfactory financial data is submitted to the office showing that the issuer is currently operating on sound business principles and has net income in accordance with criteria-implementing rules of the commission relating to escrow of securities. At any time, the office may review any existing escrow agreement made under this

section and determine that the same may be amended in order to permit a subsequent release of the securities upon terms and conditions which are just and equitable as defined by said rules.

(3) When it shall appear from information available to the office that the issuer of securities held in escrow has been dissolved or disbanded or is defunct or no longer actively engaged in business and such securities are of no value, the office, after giving at least 60 days’ notice in at least one newspaper of general circulation and after giving interested parties opportunity for hearing, may enter its order authorizing the destruction of said securities. Any affected escrow agent may rely on such order and shall not be required to determine the validity or sufficiency thereof.

History. — s. 5, ch. 78-435; s. 5, ch. 80-254; ss. 2, 3, ch. 81-318; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 602, ch. 2003-261.

517.191 Injunction to restrain violations; civil penalties; enforcement by Attorney General.

(1) When it appears to the office, either upon complaint or otherwise, that a person has engaged or is about to engage in any act or practice constituting a violation of this

chapter or a rule or order hereunder, the office may investigate; and whenever it shall believe from evidence satisfactory to it that any such person has engaged, is engaged, or is about to engage in any act or practice constituting a violation of this

chapter or a rule or order hereunder, the office may, in addition to any other remedies, bring action in the name and on behalf of the state against such person and any other person concerned in or in any way participating in or about to participate in such practices or engaging therein or doing any act or acts in furtherance thereof or in violation of this

chapter to enjoin such person or persons from continuing such fraudulent practices or engaging therein or doing any act or acts in furtherance thereof or in violation of this chapter.

In any such court proceedings, the office may apply for, and on due showing be entitled to have issued, the court’s subpoena requiring forthwith the appearance of any defendant and her or his employees, associated persons, or agents and the production of documents, books, and records that may appear necessary for the hearing of such petition, to testify or give evidence concerning the acts or conduct or things complained of in such application for injunction. In such action, the equity courts shall have jurisdiction of the subject matter, and a judgment may be entered awarding such injunction as may be proper.

(2) In addition to all other means provided by law for the enforcement of any temporary restraining order, temporary injunction, or permanent injunction issued in any such court proceedings, the court shall have the power and jurisdiction, upon application of the office, to impound and to appoint a receiver or administrator for the property, assets, and business of the defendant, including, but not limited to, the books, records, documents, and papers appertaining thereto.

Such receiver or administrator, when appointed and qualified, shall have all powers and duties as to custody, collection, administration, winding up, and liquidation of said property and business as shall from time to time be conferred upon her or him by the court.

In any such action, the court may issue orders and decrees staying all pending suits and enjoining any further suits affecting the receiver’s or administrator’s custody or possession of the said property, assets, and business or, in its discretion, may with the consent of the presiding judge of the circuit require that all such suits be assigned to the circuit court judge appointing the said receiver or administrator.

(3) In addition to, or in lieu of, any other remedies provided by this chapter, the office may apply to the court hearing this matter for an order directing the defendant to make restitution of those sums shown by the office to have been obtained in violation of any of the provisions of this chapter. The office has standing to request such restitution on behalf of victims in cases brought by the office under this chapter, regardless of the appointment of an administrator or receiver under subsection (2) or an injunction under subsection (1). Further, such restitution shall, at the option of the court, be payable to the administrator or receiver appointed pursuant to this

section or directly to the persons whose assets were obtained in violation of this chapter.

(4) In addition to any other remedies provided by this chapter, the office may apply to the court hearing the matter for, and the court shall have jurisdiction to impose, a civil penalty against any person found to have violated any provision of this chapter, any rule or order adopted by the commission or office, or any written agreement entered into with the office in an amount not to exceed $10,000 for a natural person or $25,000 for any other person, or the gross amount of any pecuniary gain to such defendant for each such violation other than a violation of s. 517.301 plus $50,000 for a natural person or $250,000 for any other person, or the gross amount of any pecuniary gain to such defendant for each violation of s. 517.301.

All civil penalties collected pursuant to this subsection shall be deposited into the Anti-Fraud Trust Fund.

(5) In addition to all other means provided by law for enforcing any of the provisions of this chapter, when the Attorney General, upon complaint or otherwise, has reason to believe that a person has engaged or is engaged in any act or practice constituting a violation of s. 517.275, s. 517.301, s. 517.311, or s. 517.312, or any rule or order issued under such sections, the Attorney General may investigate and bring an action to enforce these provisions as provided in ss. 517.171, 517.201, and 517.2015 after receiving written approval from the office.

Such an action may be brought against such person and any other person in any way participating in such act or practice or engaging in such act or practice or doing any act in furtherance of such act or practice, to obtain injunctive relief, restitution, civil penalties, and any remedies provided for in this section. The Attorney General may recover any costs and attorney fees related to the Attorney General’s investigation or enforcement of this section.

Notwithstanding any other provision of law, moneys recovered by the Attorney General for costs, attorney fees, and civil penalties for a violation of s. 517.275, s. 517.301, s. 517.311, or s. 517.312, or any rule or order issued pursuant to such sections, shall be deposited in the Legal Affairs Revolving Trust Fund. The Legal Affairs Revolving Trust Fund may be used to investigate and enforce this section.

(6) This

section does not limit the authority of the office to bring an administrative action against any person that is the subject of a civil action brought pursuant to this

section or limit the authority of the office to engage in investigations or enforcement actions with the Attorney General. However, a person may not be subject to both a civil penalty under subsection (4) and an administrative fine under s. 517.221(3) as the result of the same facts.

(7) Notwithstanding s. 95.11(4)(e), an enforcement action brought under this

section based on a violation of any provision of this

chapter or any rule or order issued under this

chapter shall be brought within 6 years after the facts giving rise to the cause of action were discovered or should have been discovered with the exercise of due diligence, but not more than 8 years after the date such violation occurred.

History. — s. 5, ch. 78-435; s. 5, ch. 80-254; s. 395, ch. 81-259; ss. 2, 3, ch. 81-318; s. 12, ch. 85-165; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 684, ch. 97-103; s. 603, ch. 2003-261; s. 11, ch. 2009-242; s. 113, ch. 2010-5.

517.201 Investigations; examinations; subpoenas; hearings; witnesses.

(1) The office:

(2) When it is proposed to conduct an investigation or examination, the office may gather evidence in the matter. The office may administer oaths, examine witnesses, and issue subpoenas.

(3) Subpoenas for witnesses whose evidence is deemed material to any investigation or examination may be issued by the office under the seal of the office, or by any county court judge or clerk of the circuit court or county court, commanding such witnesses to be or appear before the office at a time and place to be therein named and to bring such books, records, and documents as may be specified or to submit such books, records, and documents to inspection; and such subpoenas may be served by an authorized representative of the office.

(4)(

a) In the event of substantial noncompliance with a subpoena or subpoena duces tecum issued or caused to be issued by the office pursuant to this section, the office may petition the circuit court of the county in which the person subpoenaed resides or has its principal place of business for an order requiring the subpoenaed person to appear and testify and to produce such books, records, and documents as are specified in such subpoena duces tecum.

The court may grant injunctive relief restraining the issuance, sale or offer for sale, purchase or offer to purchase, promotion, negotiation, advertisement, or distribution in or from offices in this state of securities or investments by a person or agent, employee, broker, partner, officer, director, or stockholder thereof, and may grant such other relief, including, but not limited to, the restraint, by injunction or appointment of a receiver, of any transfer, pledge, assignment, or other disposition of such person’s assets or any concealment, alteration, destruction, or other disposition of subpoenaed books, records, or documents, as the court deems appropriate, until such person has fully complied with such subpoena or subpoena duces tecum and the office has completed its investigation or examination.

The office is entitled to the

summary procedure provided in s. 51.011, and the court shall advance the cause on its calendar. Costs incurred by the office to obtain an order granting, in whole or in part, such petition for enforcement of a subpoena or subpoena duces tecum shall be taxed against the subpoenaed person, and failure to comply with such order shall be a contempt of court.

(5) Witnesses shall be entitled to the same fees and mileage as they may be entitled by law for attending as witnesses in the circuit court, except where such examination or investigation is held at the place of business or residence of the witness.

History. — s. 5, ch. 78-435; s. 5, ch. 80-254; ss. 2, 3, ch. 81-318; s. 13, ch. 85-165; s. 68, ch. 87-225; ss. 10, 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 6, ch. 92-9; s. 604, ch. 2003-261.

517.2015 Confidentiality of information relating to investigations and examinations.

(1)(

a) Except as otherwise provided by this section, information relative to an investigation or examination by the office pursuant to this chapter, including any consumer complaint, is confidential and exempt from s. 119.07(1) until the investigation or examination is completed or ceases to be active.

The information compiled by the office in such an investigation or examination shall remain confidential and exempt from s. 119.07(1) after the office’s investigation or examination is completed or ceases to be active if the office submits the information to any law enforcement or administrative agency or regulatory organization for further investigation. Such information shall remain confidential and exempt from s. 119.07(1) until that agency’s or organization’s investigation is completed or ceases to be active.

For purposes of this section, an investigation or examination shall be considered “active” so long as the office or any law enforcement or administrative agency or regulatory organization is proceeding with reasonable dispatch and has a reasonable good faith belief that the investigation or examination may lead to the filing of an administrative, civil, or criminal proceeding or to the denial or conditional grant of a license, registration, or permit. This

section shall not be construed to prohibit disclosure of information which is required by law to be filed with the office and which, but for the investigation or examination, would be subject to s. 119.07(1).

(2) If information subject to subsection (1) is offered in evidence in any administrative, civil, or criminal proceeding, the presiding officer may, in her or his discretion, prevent the disclosure of information which would be confidential pursuant to paragraph (1)(b).

(3) A privilege against civil liability is granted to a person who furnishes information or evidence to the office, unless such person acts in bad faith or with malice in providing such information or evidence.

History. — s. 4, ch. 92-9; s. 337, ch. 96-406; s. 1170, ch. 97-103; s. 605, ch. 2003-261.

517.2016 Public records exemption; examination techniques or procedures.

(1) As used in this section, the term “examination techniques or procedures” means the methods, processes, and guidelines used to evaluate regulatory compliance and to collect and analyze data, records, and testimony for the purpose of documenting violations of this

chapter and the rules adopted thereunder.

(2) Information that would reveal examination techniques or procedures used by the office pursuant to this

chapter is confidential and exempt from s. 119.07(1) and s. 24(a), Art. I of the State Constitution. This exemption applies to such information held by the office before, on, or after the effective date of this exemption.

(3) Confidential and exempt information that would reveal examination techniques or procedures may be provided by the office to another governmental entity having oversight or regulatory or law enforcement authority.

History. — s. 1, ch. 2010-65; s. 1, ch. 2015-72.

517.211 Remedies available in cases of unlawful sale.

(1) Every sale made in violation of either s. 517.07 or s. 517.12(1), (4), (5), (9), (11), (13), (16), or (18) may be rescinded at the election of the purchaser, except a sale made in violation of the provisions of s. 517.1202(3) relating to a renewal of a branch office notification shall not be subject to this section, and a sale made in violation of the provisions of s. 517.12(13) relating to filing a change of address amendment shall not be subject to this section.

Each person making the sale and every director, officer, partner, or agent of or for the seller, if the director, officer, partner, or agent has personally participated or aided in making the sale, is jointly and severally liable to the purchaser in an action for rescission, if the purchaser still owns the security, or for damages, if the purchaser has sold the security.

No purchaser otherwise entitled will have the benefit of this subsection who has refused or failed, within 30 days of receipt, to accept an offer made in writing by the seller, if the purchaser has not sold the security, to take back the security in question and to refund the full amount paid by the purchaser or, if the purchaser has sold the security, to pay the purchaser an amount equal to the difference between the amount paid for the security and the amount received by the purchaser on the sale of the security, together, in either case, with interest on the full amount paid for the security by the purchaser at the legal rate, pursuant to s. 55.03, for the period from the date of payment by the purchaser to the date of repayment, less the amount of any income received by the purchaser on the security.

(2) Any person purchasing or selling a security in violation of s. 517.301, and every director, officer, partner, or agent of or for the purchaser or seller, if the director, officer, partner, or agent has personally participated or aided in making the sale or purchase, is jointly and severally liable to the person selling the security to or purchasing the security from such person in an action for rescission, if the plaintiff still owns the security, or for damages, if the plaintiff has sold the security.

(3) In an action for rescission:

(4) In an action for damages brought by a purchaser of a security or investment, the plaintiff shall recover an amount equal to the difference between:

(5) In an action for damages brought by a seller of a security, the plaintiff shall recover an amount equal to the difference between:

(6) In any action brought under this section, including an appeal, the court shall award reasonable attorneys’ fees to the prevailing party unless the court finds that the award of such fees would be unjust.

History. — s. 5, ch. 78-435; ss. 9, 15, ch. 79-381; s. 5, ch. 80-254; ss. 5, 6, ch. 81-115; ss. 2, 3, ch. 81-318; s. 3, ch. 83-265; s. 9, ch. 84-159; ss. 11, 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 1, ch. 2000-123; s. 7, ch. 2013-202.

517.221 Cease and desist orders.

(1) The office may issue and serve upon a person a cease and desist order whenever the office has reason to believe that such person is violating, has violated, or is about to violate any provision of this chapter, any rule or order promulgated by the commission or office, or any written agreement entered into with the office.

(2) Whenever the office finds that conduct described in subsection (1) presents an immediate danger to the public requiring an immediate final order, it may issue an emergency cease and desist order reciting with particularity the facts underlying such findings. The emergency cease and desist order is effective immediately upon service of a copy of the order on the respondent named therein and remains effective for 90 days. If the office begins nonemergency cease and desist proceedings under subsection (1), the emergency cease and desist order remains effective until conclusion of the proceedings under ss. 120.569 and 120.57.

(3) The office may impose and collect an administrative fine against any person found to have violated any provision of this chapter, any rule or order promulgated by the commission or office, or any written agreement entered into with the office in an amount not to exceed $10,000 for each such violation. All fines collected hereunder shall be deposited as received in the Anti-Fraud Trust Fund.

(4) The office may bar, permanently or for a specific time period, any person found to have violated any provision of this chapter, any rule or order adopted by the commission or office, or any written agreement entered into with the office from submitting an application or notification for a license or registration with the office.

History. — s. 5, ch. 78-435; s. 5, ch. 80-254; ss. 2, 3, ch. 81-318; s. 11, ch. 86-85; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 244, ch. 96-410; s. 606, ch. 2003-261; s. 12, ch. 2009-242.

517.241 Remedies.

(1) Any person aggrieved by a final order of the office may have the order reviewed as provided by

chapter 120, the Administrative Procedure Act.

(2) Nothing in this

chapter limits any statutory or common-law right of a person to bring an action in a court for

an act involved in the sale of securities or investments, or the right of the state to punish any person for a violation of a law.

(3) The same civil remedies provided by laws of the United States for the purchasers or sellers of securities, under any such laws, in interstate commerce extend also to purchasers or sellers of securities under this chapter.

(4) When not in conflict with the Constitution or laws of the United States, the courts of this state have the same jurisdiction over civil suits instituted in connection with the sale or offer of sale of securities under any laws of the United States as the courts of this state may have under similar cases instituted under the laws of the state.

History. — s. 5, ch. 78-435; ss. 10, 15, ch. 79-381; s. 5, ch. 80-254; ss. 2, 3, ch. 81-318; s. 10, ch. 84-159; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 607, ch. 2003-261.

517.275 Commodities; prohibited practices.

History. — ss. 12, 15, ch. 84-159; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 13, ch. 2009-242.

517.301 Fraudulent transactions; falsification or concealment of facts.

(1) It is unlawful and a violation of the provisions of this

chapter for a person:

(2) For purposes of ss. 517.311 and 517.312 and this section, the term “investment” means any commitment of money or property principally induced by a representation that an economic benefit may be derived from such commitment, except that the term does not include a commitment of money or property for:

History. — s. 1, ch. 65-428; ss. 12, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; s. 6, ch. 78-435; ss. 4, 5, ch. 80-254; s. 396, ch. 81-259; ss. 2, 3, ch. 81-318; s. 13, ch. 84-159; s. 12, ch. 86-85; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 8, ch. 92-45; s. 608, ch. 2003-261; s. 40, ch. 2008-240.

517.302 Criminal penalties; alternative fine; Anti-Fraud Trust Fund; time limitation for criminal prosecution.

(1) Whoever violates any of the provisions of this

chapter is guilty of a felony of the third degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084.

(2) Any person who violates the provisions of s. 517.312(1) by obtaining money or property of an aggregate value exceeding $50,000 from five or more persons is guilty of a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084.

(3) In lieu of a fine otherwise authorized by law, a person who has been convicted of or who has pleaded guilty or no contest to having engaged in conduct in violation of this

chapter may be sentenced to pay a fine that does not exceed the greater of three times the gross value gained or three times the gross loss caused by such conduct, plus court costs and the costs of investigation and prosecution reasonably incurred.

(4) There is created within the office a trust fund to be known as the Anti-Fraud Trust Fund. Any amounts assessed as costs of investigation and prosecution under this subsection shall be deposited in the trust fund. Funds deposited in the trust fund must be used, when authorized by appropriation, for investigation and prosecution of administrative, civil, and criminal actions arising under this chapter. Funds may also be used to improve the public’s awareness and understanding of prudent investing.

(5) Criminal prosecution for offenses under this

chapter is subject to the time limitations in s. 775.15.

History. — s. 1, ch. 65-102; s. 488, ch. 71-136; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 4, 5, ch. 80-254; s. 397, ch. 81-259; ss. 2, 3, ch. 81-318; s. 13, ch. 86-85; ss. 12, 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 2, ch. 97-90; s. 11, ch. 98-221; s. 609, ch. 2003-261; s. 151, ch. 2010-102.

517.311 False representations; deceptive words; enforcement.

(1) It is unlawful for any person in issuing or selling any security within the state, including any security exempted under the provisions of s. 517.051 and including any transaction exempted under the provisions of s. 517.061, to misrepresent that such security or company has been guaranteed, sponsored, recommended, or approved by the state or any agency or officer of the state or by the United States or any agency or officer of the United States.

(2) It is unlawful for any person registered or required to be registered, or subject to the notice requirements, under any

section of this chapter, including such persons and issuers within the purview of ss. 517.051 and 517.061, to misrepresent that such person has been sponsored, recommended, or approved, or that her or his abilities or qualifications have in any respect been passed upon, by the state or any agency or officer of the state or by the United States or any agency or officer of the United States.

(3) It is unlawful and a violation of this

chapter for a person in connection with the offer or sale of any investment to obtain money or property by means of:

(4)(

a) No provision of subsection (1) or subsection (2) shall be construed to prohibit a statement that a person or security is registered or has made a notice filing under this

chapter if such statement is required by the provisions of this

chapter or rules promulgated thereunder, if such statement is true in fact, and if the effect of such statement is not misrepresented.

History. — s. 1, ch. 63-98; ss. 12, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; s. 8, ch. 78-435; ss. 11, 15, ch. 79-381; ss. 4, 5, ch. 80-254; s. 398, ch. 81-259; ss. 2, 3, ch. 81-318; s. 14, ch. 84-159; s. 14, ch. 86-85; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 685, ch. 97-103; s. 12, ch. 98-221.

517.312 Securities, investments, boiler rooms; prohibited practices; remedies.

(1) It is unlawful and a violation of this

chapter for any person:

(2) Any purchaser of a security or investment sold in violation of subsection (1) is entitled to rescind such purchase at any time and recover damages as provided in s. 517.211(3)(a), (4), and (6).

History. — ss. 11, 15, ch. 84-159; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429.

517.313 Destroying certain records; reproduction.

(1) The commission and office may photograph, microphotograph, or reproduce on film or prints documents, records, data, and information of a permanent character.

(2) The commission and office may destroy any of said documents after audit has been completed for the period embracing the dates of said instruments, after complying with the provisions of

chapter 119.

(3) Duly certified or authenticated photographs or microphotographs in the form of film or prints of any records made in compliance with the provisions of this

section shall have the same force and effect as the originals thereof would have and shall be treated as originals for the purpose of their admissibility as evidence.

History. — s. 7, ch. 78-435; s. 5, ch. 80-254; ss. 2, 3, ch. 81-318; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 610, ch. 2003-261.

517.315 Fees.

(1) The office shall transfer the amount of fees required to be deposited into the Securities Guaranty Fund pursuant to s. 517.131;

(2) After the transfer required in subsection (1), the office shall transfer the $50 assessment fee collected from each associated person under s. 517.12(10) and (11) and 30.44 percent of the $100 assessment fee paid by dealers and investment advisors for each office in the state under s. 517.12(10) and (11) to the Regulatory Trust Fund; and

(3) All remaining fees shall be deposited into the General Revenue Fund.

History. — s. 7, ch. 78-435; s. 5, ch. 80-254; ss. 2, 3, ch. 81-318; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 611, ch. 2003-261; s. 4, ch. 2007-63; s. 3, ch. 2008-132.

517.32 Exemption from excise tax, certain obligations to pay.

History. — s. 1, ch. 57-823; ss. 12, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 4, 5, ch. 80-254; s. 399, ch. 81-259; ss. 2, 3, ch. 81-318; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 612, ch. 2003-261.

517.34 Protection of specified adults.

(1) As used in this section, the term:

(2) The Legislature finds that many persons in this state, because of age or disability, are at increased risk of financial exploitation and loss of their assets, funds, investments, and investment accounts. The Legislature further finds that senior investors in this state are at a statistically higher risk of being targeted for financial exploitation, regardless of diminished capacity or other disability, because of their accumulation of substantial assets and wealth compared to younger age groups.

In enacting this section, the Legislature recognizes the freedom of specified adults to manage their assets, make investment choices, and spend their funds, and intends that such rights may not be infringed absent a reasonable belief of financial exploitation as provided in this section. The Legislature therefore intends to provide for the prevention of financial exploitation of such persons.

The Legislature intends to encourage the constructive involvement of securities dealers, investment advisers, and associated persons who take action based upon the reasonable belief that specified adults with investment accounts have been or are the subject of financial exploitation, and to provide securities dealers, investment advisers, and associated persons immunity from liability for taking actions as authorized herein.

The Legislature intends to balance the rights of specified adults to direct and control their assets, funds, and investments and exercise their constitutional rights consistent with due process with the need to provide securities dealers, investment advisers, and associated persons the ability to place narrow, time-limited restrictions on these rights in an effort to decrease specified adults’ risk of loss due to abuse, neglect, or financial exploitation.

(3) A dealer or investment adviser may delay a disbursement or transaction of funds or securities from an account of a specified adult or an account for which a specified adult is a beneficiary or beneficial owner if all of the following apply:

(4) A delay on a disbursement or transaction under subsection (3) expires 15 business days after the date on which the delay was first placed. However, the dealer or investment adviser may extend the delay for up to 10 additional business days if the dealer’s or investment adviser’s review of the available facts and circumstances continues to support such dealer’s or investment adviser’s reasonable belief that financial exploitation of the specified adult has occurred, is occurring, has been attempted, or will be attempted.

A dealer or investment adviser that extends a delay must notify the office on a form prescribed by commission rule not later than 3 business days after the date on which the extension was applied. The notice must identify the dealer or investment adviser that extended the delay and the date on which the delay was originally made. The length of the delay may be shortened or extended at any time by a court of competent jurisdiction.

This subsection does not prevent a dealer or investment adviser from terminating a delay after communication with the parties authorized to transact business on the account and any trusted contact on the account.

(5) A dealer or investment adviser must make available to the office, upon request, all records relating to a delay placed by the dealer or investment adviser pursuant to this section, as prescribed by commission rule.

(6) A dealer, an investment adviser, or an associated person who in good faith and exercising reasonable care complies with this

section is immune from any administrative or civil liability that might otherwise arise from such delay in a disbursement or transaction in accordance with this section. This subsection does not supersede or diminish any immunity granted under

chapter 415.

(7) Before placing a delay on a disbursement or transaction pursuant to this section, a dealer or an investment adviser must do all of the following:

(8) Absent a reasonable belief of financial exploitation as provided in this section, this

section does not alter a dealer’s, an investment adviser’s, or an associated person’s obligation to comply with instructions from a client to buy or sell securities, disburse funds or transfer securities from an account, close an account, or transfer an account to another dealer, investment adviser, or associated person.

(9) This

section does not create new rights for or impose new obligations on a dealer, an investment adviser, or an associated person under other applicable law. This

section does not limit the right of a dealer, an investment adviser, or an associated person to otherwise refuse or place a delay on a disbursement or transaction under other applicable law or under an applicable customer agreement.

History. — s. 2, ch. 2020-157.