PCS for HB 253 (2023): An act relating to regulation of securities
Summary
PCS for HB 253 (2023), a bill to be entitled an act relating to regulation of securities. The bill reorders and amends section 517.021 to add and revise definitions and requires the Financial Services Commission to define the term "accredited investor." It amends section 517.072 to authorize rules relating to viatical settlement investments, and amends sections 517.081 and 517.082 on the registration of securities, including application fees and applications deemed abandoned under certain circumstances. Section 22 provides an October 1, 2023 effective date.
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“PCS for HB 253 (2023): An act relating to regulation of securities.”
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
PCS for HB 253 2023
1 A bill to be entitled
2 An act relating to regulation of securities;
3 reordering and amending s. 517.021, F.S.; adding and
4 revising definitions; requiring the Financial Services
5 Commission to define the term "accredited investor";
6 amending s. 517.072, F.S.; authorizing the commission
7 to adopt certain rules relating to viatical settlement
8 investments; conforming a provision to changes made by
9 the act; amending s. 517.081, F.S.; revising
10 requirements for the registration of securities;
11 revising application fees for certain securities
12 registrations; requiring the office to deem an
13 application abandoned under certain circumstances;
14 conforming provisions to changes made by the act;
15 amending s. 517.082, F.S.; requiring the office to
16 deem applications for registration by notification
17 abandoned under certain circumstances; making
18 technical changes; amending s. 517.111, F.S.; revising
19 grounds on which the office may revoke, suspend, or
20 deny the registration of securities; specifying the
21 office's powers in investigations of issuers; revising
22 the methods by which the office may enter an order
23 suspending an issuer's right to sell securities;
24 amending s. 517.12, F.S.; revising applicability of
25 registration requirements; revising requirements for
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26 applying for registration as a dealer, an associated
27 person of a dealer, or an investment adviser;
28 conforming provisions to changes made by the act;
29 making technical changes; creating s. 517.1214, F.S.;
30 defining terms; specifying continuing education
31 requirements for associated persons of investment
32 advisers and federal covered advisers; providing t hat
33 certain education credits satisfy such requirements if
34 certain conditions are met; prohibiting associated
35 persons from carrying forward credits to subsequent
36 reporting periods; specifying a restriction on
37 associated persons who fail to meet such requirements;
38 specifying requirements for certain previously
39 registered associated persons; amending s. 517.1217,
40 F.S.; revising the commission's rulemaking authority
41 as to rules of conduct and prohibited business
42 practices of dealers, associated persons, and
43 intermediaries; amending s. 517.161, F.S.; revising
44 grounds on which the office may deny, revoke,
45 restrict, or suspend registrations of dealers,
46 investment advisers, intermediaries, or associated
47 persons; amending s. 517.1611, F.S.; conforming a
48 provision to changes made by the act; repealing s.
49 517.181, F.S., relating to escrow agreements; amending
50 s. 517.201, F.S.; conforming a provision to changes
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51 made by the act; amending s. 921.0022, F.S.; revising
52 applicability of a criminal penalty for certain
53 registration violations; amending 517.1215, F.S.;
54 making technical changes; amending ss. 517.075,
55 517.131, 517.211, 517.315, 626.9911, and 744.351,
56 F.S.; conforming cross-references and making technical
57 changes; amending s. 517.1205, F.S.; revising a
58 statement of legislative intent; providing an
59 effective date.
60
61 Be It Enacted by the Legislature of the State of Florida:
62
63 Section 1. Section 517.021, Florida Statutes, is reordered
64 and amended to read:
65 517.021 Definitions.—When used in this chapter, unless the
66 context otherwise indicates, the following terms have the
67 following respective meanings:
68 (1) "Accredited investor" shall be defined by rule of the
69 commission in accordance with Securities and Exchange Commission
70 Rule 501 (17 C.F.R. s. 230.501).
71 (2) "Affiliate" means a person that directly, or
72 indirectly through one or more intermediaries, controls, is
73 controlled by, or is under common control with an applicant or
74 registrant.
75 (3)(2) "Associated person" means:
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76 (a)1. With respect to a dealer, an individual who is
77 employed, appointed, or authorized by a dealer and who
78 represents the dealer in effecting or attempting to effect
79 purchases or sales of securities.
80 2. The term does not include the following:
81 a. A dealer.
82 b. A partner, officer, or director of a dealer or a person
83 having a similar status or performing similar functions as a
84 dealer, unless such person is specified in subparagraph 1.
85 c. A dealer's employee whose function is only clerical or
86 ministerial.
87 d. A person whose transactions in this state are limited
88 to those transactions described in s. 15(i)(3) of the Securities
89 Exchange Act of 1934, as amended.
90 (b)1. With respect to an investment adviser, an
91 individual, including, but not limited to, a partner, officer,
92 director, or branch manager, or a person occupying a similar
93 status or performing similar functions, who:
94 a. Is employed by or associated with, or is subject to the
95 supervision and control of, an investment adviser registered or
96 required to be registered under this chapter; and
97 b. Does any of the following:
98 (I) Makes any recommendation or otherwise gives investment
99 advice regarding securities.
100 (II) Manages accounts or portfolios of clients.
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101 (III) Determines which recommendation or advice regarding
102 securities should be given.
103 (IV) Receives compensation to solicit, offer, or negotiate
104 for the sale of investment advisory services.
105 (V) Supervises employees who perform a function under this
106 sub-subparagraph.
107 2. The term does not include the following:
108 a. An investment adviser.
109 b. An employee whose function is only clerical or
110 ministerial
111 or investment adviser, any of the following:
112 1. Any partner, officer, director, or branch manager of a
113 dealer or investment adviser or any person occupying a similar
114 status or performing similar functions;
115 2. Any natural person directly or indirectly controlling
116 or controlled by such dealer or investment adviser, other than
117 an employee whose function is only clerical or ministerial; or
118 3. Any natural person, other than a dealer, employed,
119 appointed, or authorized by a dealer, investment adviser, or
120 issuer to sell securities in any manner or act as an investment
121 adviser as defined in this section.
122
123 The partners of a partnership and the executive officers of a
124 corporation or other association registered as a dealer, and any
125 person whose transactions in this state are limited to those
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126 transactions described in s. 15(h)(2) of the Securities Exchange
127 Act of 1934, are not "associated persons" within the meaning of
128 this definition.
129 (c)(b) With respect to a federal covered adviser, a
130 natural any person who is an investment adviser representative
131 and who has a place of business in this state, as such terms are
132 defined in Rule 203A-3 of the Securities and Exchange Commission
133 adopted under the Investment Advisers Act of 1940, as amended.
134 (4)(3) "Boiler room" means an enterprise in which two or
135 more persons engage in telephone communications with members of
136 the public using two or more telephones at one location, or at
137 more than one location in a common scheme or enterprise.
138 (5)(4) "Branch office" means any location in this state of
139 a dealer or investment adviser at which one or more associated
140 persons regularly conduct the business of rendering investment
141 advice or effecting any transactions in, or inducing or
142 attempting to induce the purchase or sale of, any security or
143 any location that is held out as such. The commission may adopt
144 by rule exceptions to this definition for dealers in order to
145 maintain consistency with the definition of a branch office used
146 by self-regulatory organizations authorized by the Securities
147 and Exchange Commission, including, but not limited to, the
148 Financial Industry Regulatory Authority. The commission may
149 adopt by rule exceptions to this definition for investment
150 advisers.
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151 (6)(5) "Control," including the terms "controlling,"
152 "controlled by," or "under control with" and "under common
153 control with," means the possession, directly or indirectly, of
154 the power to direct or cause the direction of the management or
155 policies of a person, whether through the ownership of voting
156 securities, by contract, or otherwise.
157 (7) "Control person" means, with respect to a money
158 services business, any of the following:
159 (a) A person who holds the title of president, treasurer,
160 chief executive officer, chief financial officer, chief
161 operations officer, chief legal officer, or compliance officer
162 for a money services business.
163 (b) A person who holds any of the officer, general
164 partner, manager, or managing member positions named in the
165 money services business's governing documents. As used in this
166 paragraph, the term "governing documents" includes bylaws,
167 articles of incorporation or organization, partnership
168 agreements, shareholder agreements, and management or operating
169 agreements.
170 (c) A director of the money services business's b oard of
171 directors.
172 (d) A shareholder whose name shares are registered in the
173 records of a corporation for profit, whether incorporated under
174 the laws of this state or organized under the laws of any other
175 jurisdiction and existing in that legal form, who owns 25
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176 percent or more of a class of the company's equity securities.
177 (e) A general partner or a limited partner, as those terms
178 are defined in s. 620.1102, or a special partner who has a 25
179 percent or greater transferable interest, as defined in s.
180 620.1102, of a limited partnership, limited liability limited
181 partnership, foreign limited partnership, or foreign limited
182 liability limited partnership, as those terms are defined in s.
183 620.1102. For purposes of this paragraph, a special partner has
184 the same meaning as a person that has rights, powers, and
185 obligations similar to those of a limited partner, as defined in
186 s. 620.1102, in a limited partnership.
187 (f) A member, as defined in s. 605.0102, who holds a 25
188 percent or greater membership interest in a limited liability
189 company or a foreign limited liability company, as those terms
190 are defined in s. 605.0102. As used in this subsection, the term
191 "membership interest" means a member's right to receive
192 distributions or other rights, such as voting rights or
193 management rights, under the articles of organization.
194 (g) A beneficial owner of any legal entity referred to in
195 paragraphs (d)-(f). As used in this paragraph, the term
196 "beneficial owner" means each individual, if any, who, directly
197 or indirectly, through any contract, arrangement, understanding,
198 or relationship other than a revocable proxy, owns 25 percent or
199 more of the shares or stock interest, transferable interest as
200 defined in s. 620.1102, or membership interest of a legal
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201 entity.
202 (8)(6)(a) "Dealer" includes, unless otherwise specified,
203 any of the following:
204 1. Any person, other than an associated person registered
205 under this chapter, who engages, either for all or part of her
206 or his time, directly or indirectly, as broker or principal in
207 the business of offering, buying, selling, or otherwise dealing
208 or trading in securities issued by another person.
209 2. Any issuer who through persons directly compensated or
210 controlled by the issuer engages, either for all or part of her
211 or his time, directly or indirectly, in the business of offering
212 or selling securities which are issued or are proposed to be
213 issued by the issuer. a person, other than an associated person
214 of a dealer, that engages, for all or part of the person's time,
215 directly or indirectly, as agent or principal in the business of
216 offering, buying, selling, or otherwise dealing or trading in
217 securities issued by another person.
218 (b) The term "dealer" does not include the following:
219 (a) A licensed practicing attorney who renders or perfo rms
220 any such services in connection with the regular practice of the
221 attorney's profession.
222 (b) A bank authorized to do business in this state, except
223 nonbank subsidiaries of a bank.
224 (c) A trust company having trust powers that it is
225 authorized to exercise in this state, which renders or performs
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226 services in a fiduciary capacity incidental to the exercise of
227 its trust powers.
228 (d) A wholesaler selling exclusively to dealers.
229 (e) A person buying and selling for the person's own
230 account exclusively through a registered dealer or stock
231 exchange.
232 (f) An issuer.
233 (g) An individual representing an issuer in the purchase,
234 sale, or distribution of the issuer's own securities if such
235 person:
236 1. Is an officer, a director, a limited liability company
237 manager or managing member, or a bona fide employee of the
238 issuer;
239 2. Has not participated in the distribution or sale of
240 securities for any issuer for which such person was, within the
241 preceding 12 months, an officer, a director, a limited liability
242 company manager or managing member, or a bona fide employee;
243 3. Primarily performs, or is intended to perform at the
244 end of the distribution, substantial duties for, or on behalf
245 of, the issuer other than in connection with transactions in
246 securities; and
247 4. Does not receive a commission, compensation, or other
248 consideration for the completed sale of the issuer's securities
249 apart from the compensation received for regular duties to the
250 issuer.
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251 1. Any licensed practicing attorney who renders or
252 performs any of such services in connection with the regular
253 practice of her or his profession;
254 2. Any bank authorized to do business in this state,
255 except nonbank subsidiaries of a bank;
256 3. Any trust company having trust powers which it is
257 authorized to exercise in this state, which renders or performs
258 services in a fiduciary capacity incidental to the exercise of
259 its trust powers;
260 4. Any wholesaler selling exclusively to dealers;
261 5. Any person buying and selling for her or his own
262 account exclusively through a registered dealer or stock
263 exchange; or
264 6. Pursuant to s. 517.061(11), any person associated with
265 an issuer of securities if such person is a bona fide employee
266 of the issuer who has not participated in the distribution or
267 sale of any securities within the preceding 12 months and who
268 primarily performs, or is intended to perform at the end of the
269 distribution, substantial duties for, or on behalf of, the
270 issuer other than in connection with transactions in securities.
271 (9)(7) "Commission" means the Financial Services
272 Commission.
273 (10)(8) "Office" means the Office of Financial Regulation
274 of the commission.
275 (11)(9) "Federal covered adviser" means a person that who
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276 is registered or required to be registered under s. 203 of the
277 Investment Advisers Act of 1940, as amended. The term "federal
278 covered adviser" does not include any person that who is
279 excluded from the definition of investment adviser under
280 subparagraphs (18)(b)1.-8. (14)(b)1.-8.
281 (12)(10) "Federal covered security" means a any security
282 that is a covered security under s. 18(b) of the Securities Act
283 of 1933, as amended, or rules and regulations adopted
284 thereunder.
285 (13)(11) "Guarantor" means a person that who agrees in
286 writing, or that who holds itself out to the public as agreeing,
287 to pay the indebtedness of another when due, including, without
288 limitation, payments of principal and interest on a bond,
289 debenture, note, or other evidence of indebtedness, without
290 resort by the holder to any other obligor, whether or not such
291 writing expressly states that the person signing is signing as a
292 guarantor. The obligation of a guarantor hereunder shall be a
293 continuing, absolute, and unconditional guaranty of payment,
294 without regard to the validity, regularity, or enforceability of
295 the underlying indebtedness.
296 (14)(12) "Guaranty" means an agreement in a writing in
297 which one party either agrees, or holds itself out to the public
298 as agreeing, to pay the indebtedness of another when due,
299 including, without limitation, payments of principal and
300 interest on a bond, debenture, note, or other evidence of
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301 indebtedness, without resort by the holder to any other obligor,
302 whether or not such writing expressly states that the person
303 signing is signing as a guarantor. An agreement that is not
304 specifically denominated as a guaranty shall nevertheless
305 constitute a guaranty if the holder of the underlying
306 indebtedness or the holder's her or his representative or
307 trustee has the right to sue to enforce the guarantor's
308 obligations under the guaranty. Words of guaranty or equivalent
309 words that which otherwise do not specify guaranty of payment
310 create a presumption that payment, rather than collection, is
311 guaranteed by the guarantor. Any guaranty in writing is
312 enforceable notwithstanding any statute of frauds.
313 (15)(13) "Intermediary" means a natural person residing in
314 this the state or a corporation, trust, partnership, limited
315 liability company, association, or other legal entity registered
316 with the Secretary of State to do business in this the state,
317 which facilitates through its website the offer or sale of
318 securities of an issuer with a principal place of business in
319 this state under s. 517.0611.
320 (16)(a)(14)(a) "Investment adviser" means a includes any
321 person, other than an associated person of an investment adviser
322 or a federal covered adviser, that who receives compensation,
323 directly or indirectly, and engages for all or part of the
324 person's her or his time, directly or indirectly, or through
325 publications or writings, in the business of advising others as
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326 to the value of securities or as to the advisability of
327 investments in, purchasing of, or selling of securities , except
328 a dealer whose performance of these services is solely
329 incidental to the conduct of her or his business as a dealer and
330 who receives no special compensation for such services.
331 (b) The term "investment adviser" does not include the
332 following:
333 1. A dealer or associated person of a dealer whose
334 performance of services in paragraph (a) is solely incidental to
335 the conduct of the dealer's or associated person's business as a
336 dealer and who does not receive special compensation for those
337 services.
338 2. A Any licensed practicing attorney or certified public
339 accountant whose performance of such services is solely
340 incidental to the practice of the attorney's or accountant's her
341 or his profession.;
342 2. Any licensed certified public accountant whose
343 performance of such services is solely incidental to the
344 practice of her or his profession;
345 3. A Any bank authorized to do business in this state.;
346 4. A Any bank holding company as defined in the Bank
347 Holding Company Act of 1956, as amended, authorized to do
348 business in this state.;
349 5. A Any trust company having trust powers, as defined in
350 s. 658.12, which it is authorized to exercise in this the state,
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351 which trust company renders or performs investment advisory
352 services in a fiduciary capacity incidental to the exercise of
353 its trust powers.;
354 6. A Any person that who renders investment advice
355 exclusively to insurance or investment companies.;
356 7. A Any person that who does not hold itself herself or
357 himself out to the general public as an investment adviser and
358 has no more than 15 clients within 12 consecutive months in this
359 state.;
360 8. A Any person whose transactions in this state are
361 limited to those transactions described in s. 222(d) of the
362 Investment Advisers Act of 1940, as amended. Those clients
363 listed in subparagraph 6. may not be included when determining
364 the number of clients of an investment adviser for purposes of
365 s. 222(d) of the Investment Advisers Act of 1940, as amended.;
366 or
367 9. A federal covered adviser.
368 (17)(15) "Issuer" means a any person that who proposes to
369 issue, has issued, or shall hereafter issue any security. A Any
370 person that who acts as a promoter for and on behalf of a
371 corporation, trust, or unincorporated association or
372 partnership, limited liability company, association, or other
373 legal entity of any kind to be formed shall be deemed an issuer.
374 (18) "Natural person" means an individual.
375 (19)(16) "Offer to sell," "offer for sale," or "offer"
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376 means an any attempt or offer to dispose of, or solicitation of
377 an offer to buy, a security or interest in a security, or an
378 investment or interest in an investment, for value.
379 (20)(17) "Predecessor" means a person whose the major
380 portion of whose assets has have been acquired directly or
381 indirectly by an issuer.
382 (21)(18) "Principal" means an executive officer of a
383 corporation, partner of a partnership, sole proprietor o f a sole
384 proprietorship, trustee of a trust, or any other person with
385 similar supervisory functions with respect to any organization,
386 whether incorporated or unincorporated.
387 (22)(19) "Promoter" includes the following:
388 (a) A Any person that who, acting alone or in conjunction
389 with one or more other persons, directly or indirectly takes the
390 initiative in founding and organizing the business or enterprise
391 of an issuer.
392 (b) A Any person that who, in connection with the founding
393 or organizing of the business or enterprise of an issuer,
394 directly or indirectly receives in consideration of services or
395 property, or both services and property, 10 percent or more of
396 any class of securities of the issuer or 10 percent or more of
397 the proceeds from the sale of any class of securities. However,
398 a person that who receives such securities or proceeds either
399 solely as underwriting commissions or solely in connection with
400 property shall not be deemed a promoter if such person does not
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401 otherwise take part in founding and organizing the enterprise.
402 (23)(20) "Qualified institutional buyer" means a any
403 qualified institutional buyer, as defined in United States
404 Securities and Exchange Commission Rule 144A, 17 C.F.R. s.
405 230.144A(a), under the Securities Act of 1933, as amended, or
406 any foreign buyer that satisfies the minimum financial
407 requirements set forth in such rule.
408 (24)(21) "Sale" or "sell" means a any contract of sale or
409 disposition of an any investment, security, or interest in a
410 security, for value. With respect to a security or interest in a
411 security, the term defined in this subsection does not include
412 preliminary negotiations or agreements between an issuer or any
413 person on whose behalf an offering is to be made and any
414 underwriter or among underwriters who are or are to be in
415 privity of contract with an issuer. Any security given or
416 delivered with, or as a bonus on account of, any purchase of
417 securities or any other thing shall be conclusively presumed to
418 constitute a part of the subject of such purchase and to have
419 been offered and sold for value. Every sale or offer of a
420 warrant or right to purchase or subscribe to another security of
421 the same or another issuer, as well as every sale or offer of a
422 security which gives the holder a present or future right or
423 privilege to convert into another security or another issuer, is
424 considered to include an offer of the other security.
425 (25)(22) "Security" includes any of the following:
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426 (a) A note.
427 (b) A stock.
428 (c) A treasury stock.
429 (d) A bond.
430 (e) A debenture.
431 (f) An evidence of indebtedness.
432 (g) A certificate of deposit.
433 (h) A certificate of deposit for a security.
434 (i) A certificate of interest or participation.
435 (j) A whiskey warehouse receipt or other commodity
436 warehouse receipt.
437 (k) A certificate of interest in a profit-sharing
438 agreement or the right to participate therein.
439 (l) A certificate of interest in an oil, gas, petroleum,
440 mineral, or mining title or lease or the right to participate
441 therein.
442 (m) A collateral trust certificate.
443 (n) A reorganization certificate.
444 (o) A preorganization subscription.
445 (p) A Any transferable share.
446 (q) An investment contract.
447 (r) A beneficial interest in title to property, profits,
448 or earnings.
449 (s) An interest in or under a profit-sharing or
450 participation agreement or scheme.
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451 (t) An Any option contract that which entitles the holder
452 to purchase or sell a given amount of the underlying security at
453 a fixed price within a specified period of time.
454 (u) Any other instrument commonly known as a security,
455 including an interim or temporary bond, debenture, note, or
456 certificate.
457 (v) A Any receipt for a security, or for subscription to a
458 security, or a any right to subscribe to or purchase any
459 security.
460 (w) A viatical settlement investment.
461 (26)(23) "Underwriter" means a person that who has
462 purchased from an issuer or an affiliate of an issuer with a
463 view to, or offers or sells for an issuer or an affiliate of an
464 issuer in connection with, the distribution of any security, or
465 participates or has a direct or indirect participation in any
466 such undertaking, or participates or has a participation in the
467 direct or indirect underwriting of any such undertaking; except
468 that a person is shall be presumed not to be an underwriter with
469 respect to any security which it she or he has owned
470 beneficially for at least 1 year; and, further, a dealer is
471 shall not be considered an underwriter with respect to any
472 securities which do not represent part of an unsold allotment to
473 or subscription by the dealer as a participant in the
474 distribution of such securities by the issuer or an affiliate of
475 the issuer; and, further, in the case of securities acquired on
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476 the conversion of another security without payment of additional
477 consideration, the length of time such securities have been
478 beneficially owned by a person includes the period during which
479 the convertible security was beneficially owned and the period
480 during which the security acquired on conversion has been
481 beneficially owned.
482 (27)(24) "Viatical settlement investment" means an
483 agreement for the purchase, sale, assignment, transfer, devise,
484 or bequest of all or any portion of a legal or equitable
485 interest in a viaticated policy as defined in chapter 626.
486 Section 2. Paragraph (d) of subsection (3) of sectio n
487 517.072, Florida Statutes, is amended, and subsection (4) is
488 added to that section, to read:
489 517.072 Viatical settlement investments.—
490 (3) The registration provisions of ss. 517.07 and 517.12
491 do not apply to any of the following transactions in viati cal
492 settlement investments; however, such transactions in viatical
493 settlement investments are subject to the provisions of ss.
494 517.301, 517.311, and 517.312:
495 (d) The transfer or assignment of a viaticated policy to a
496 bank, trust company, savings institution, insurance company,
497 dealer, investment company as defined in the Investment Company
498 Act of 1940, as amended, pension or profit-sharing trust, or
499 qualified institutional buyer as defined in United States
500 Securities and Exchange Commission Rule 144A, 17 C.F.R. s.
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501 230.144A(a), or to an accredited investor as defined by Rule 501
502 of Regulation D of the Securities Act Rules, provided such
503 transfer or assignment is not for the direct or indirect
504 promotion of any scheme or enterprise with the intent of
505 violating or evading any provision of this chapter.
506 (4) The commission may establish by rule requirements and
507 standards for disclosures to purchasers of viatical settlement
508 investments and recordkeeping requirements for sellers of
509 viatical settlement investments.
510 Section 3. Paragraphs (a), (g), and (n) of subsection (3)
511 and subsections (6) and (8) of section 517.081, Florida
512 Statutes, are amended to read:
513 517.081 Registration procedure.—
514 (3) The office may require the applicant to submit to the
515 office the following information concerning the issuer and such
516 other relevant information as the office may in its judgment
517 deem necessary to enable it to ascertain whether such securities
518 shall be registered pursuant to the provisions of this section:
519 (a) The names and addresses of:
520 1. All the directors, trustees, and officers, if the
521 issuer is be a corporation, association, or trust.
522 2. All the managers or managing members, if the issuer is
523 a limited liability company.
524 3. ; of All the partners, if the issuer is be a
525 partnership.
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526 4. ; or of The issuer, if the issuer is a sole
527 proprietorship or individual be an individual.
528 (g)1. A specimen copy of the securities certificate, if
529 applicable, security and a copy of any circular, prospectus,
530 advertisement, or other description of such securities.
531 2. The commission shall adopt a form for a simplified
532 offering circular to be used solely by corporations to register,
533 under this section, securities of the corporation that are sold
534 in offerings in which the aggregate offering price in any
535 consecutive 12-month period does not exceed the amount provided
536 in s. 3(b) of the Securities Act of 1933, as amended. The
537 following issuers shall not be eligible to submit a simplified
538 offering circular adopted pursuant to this subparagraph:
539 a. An issuer seeking to register securities for resale by
540 persons other than the issuer.
541 b. An issuer that who is subject to any of the
542 disqualifications described in 17 C.F.R. s. 230.262, adopted
543 pursuant to the Securities Act of 1933, as amended, or that who
544 has been or is engaged or is about to engage in an activity that
545 would be grounds for denial, revocation, or suspension under s.
546 517.111. For purposes of this subparagraph, an issuer includes
547 an issuer's director, officer, manager or managing member, or
548 equity owner shareholder who owns at least 10 percent of the
549 ownership interests shares of the issuer, promoter, or selling
550 agent of the securities to be offered or any officer, d irector,
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551 or partner of such selling agent.
552 c. An issuer that who is a development-stage company that
553 either has no specific business plan or purpose or has indicated
554 that its business plan is to merge with an unidentified company
555 or companies.
556 d. An issuer of offerings in which the specific business
557 or properties cannot be described.
558 e. Any issuer the office determines is ineligible because
559 if the form does would not provide full and fair disclosure of
560 material information for the type of offering to be registered
561 by the issuer.
562 f. Any issuer that corporation which has failed to provide
563 the office the reports required for a previous offering
564 registered pursuant to this subparagraph.
565
566 As a condition precedent to qualifying for use of the simplified
567 offering circular, an issuer a corporation shall agree to
568 provide the office with an annual financial report containing a
569 balance sheet as of the end of the issuer's fiscal year and a
570 statement of income for such year, prepared in accordance with
571 United States generally accepted accounting principles and
572 accompanied by an independent accountant's report. If the issuer
573 has more than 100 security holders at the end of a fiscal year,
574 the financial statements must be audited. Annual financial
575 reports must be filed with the office within 90 days after the
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576 close of the issuer's fiscal year for each of the first 5 years
577 following the effective date of the registration.
578 (n) If the issuer is a corporation, there shall be filed
579 with the application a copy of its articles of incorporation
580 with all amendments and of its existing bylaws, if not already
581 on file in the office. If the issuer is a limited liability
582 company, there shall be filed with the application a copy of the
583 articles of organization with all the amendments and a copy of
584 the company's operating agreement, if not already on file with
585 the office. If the issuer is a trustee, there shall be filed
586 with the application a copy of all instruments by which the
587 trust is created or declared and in which it is accepted and
588 acknowledged. If the issuer is a partnership, unincorporated
589 association, joint-stock company, or any other form of
590 organization whatsoever, there shall be filed with the
591 application a copy of its articles of partnership or association
592 and all other papers pertaining to its organization, if not
593 already on file in the office.
594 (6) An issuer filing an application under this section
595 shall, at the time of filing, pay the office a nonreturn able fee
596 of $1,000 per application for each offering that exceeds the
597 amount provided in s. 3(b) of the Securities Act of 1933 , as
598 amended, or $200 per application for each offering that does not
599 exceed the amount provided in s. 3(b) of the Securities Act of
600 1933, as amended.
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601 (8) The office shall deem an application to register
602 securities filed with the office abandoned if the issuer or any
603 person acting on behalf of the issuer has failed to timely
604 complete an application specified by commsion rule. The
605 commission may by rule establish requirements and standards for:
606 (a) Disclosures to purchasers of viatical settlement
607 investments.
608 (b) Recordkeeping requirements for sellers of viatical
609 settlement investments.
610 Section 4. Section 517.082, Florida Statutes, is amended
611 to read:
612 517.082 Notification Registration by notification; federal
613 registration statements.—
614 (1) Except as provided in subsection (3), Securities
615 offered or sold pursuant to a registration statement filed under
616 the Securities Act of 1933, as amended, are shall be entitled to
617 registration by notification in the manner provided in
618 subsection (2), provided that before prior to the offer or sale
619 the registration statement has become effective.
620 (2) An application for registration by notification shall
621 be filed with the office, shall contain the following
622 information, and shall be accompanied by all of the following:
623 (a) An application to sell executed by the issuer, any
624 person on whose behalf the offering is made, a dealer registered
625 under this chapter, or any duly authorized agent of any such
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626 person, setting forth the name and address of the applicant, the
627 name and address of the issuer, and the title of the securities
628 to be offered and sold.;
629 (b) Copies of such documents filed with the Securities and
630 Exchange Commission as the Financial Services Commission may by
631 rule require.;
632 (c) An irrevocable written consent to service as required
633 by s. 517.101.; and
634 (d) A nonreturnable fee of $1,000 per application.
635
636 A registration under this section becomes effective when the
637 federal registration statement becomes effective or as of the
638 date the application is filed with the office, whichever is
639 later, provided that, in addition to the items listed in
640 paragraphs (a)-(d), the office has received written notification
641 of effective registration under the Securities Act of 1933 , as
642 amended, or the Investment Company Act of 1940, as amended,
643 within 10 business days after from the date federal registration
644 is granted. Failure to provide all the information required by
645 this subsection to the office within 60 days after of the date
646 the registration statement becomes effective with the Securities
647 and Exchange Commission shall be a violation of this chapter.
648 (3) Except for units of limited partnership interests or
649 such other securities as the commission describes by rule as
650 exempt from this subsection due to high investment quality, the
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651 provisions of this section may not be used to register
652 securities if the offering price at the time of effectiveness
653 with the Securities and Exchange Commission is $5 or less per
654 share, unless such securities are listed or designated, or
655 approved for listing or designation upon notice of issuance, on
656 a stock exchange registered pursuant to the Securities Exchange
657 Act of 1934, as amended, or on the National Association of
658 Securities Dealers Automated Quotation (NASDAQ) System, or
659 unless such securities are of the same issuer and of senior or
660 substantially equal rank to securities so listed or designated.
661 (4) In lieu of filing with the office the application,
662 fees, and documents for registration required by subsection (2),
663 the commission may establish, by rule, procedures for depositing
664 fees and filing documents by electronic means, provided such
665 procedures provide the office with the information and data
666 required by this section.
667 (5) If the Securities and Exchange Commission has not
668 declared effective the applicant's federal registration
669 statement within 180 days after the applicant's filing with the
670 office of an application for registration by notification, the
671 office must deem the application abandoned.
672 Section 5. Subsections (1) through (4) of section 517.111,
673 Florida Statutes, are amended to read:
674 517.111 Revocation or denial of registration of
675 securities.—
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676 (1) The office may revoke or suspend the registration of
677 any security, or may deny any application to register
678 securities, if, upon examination or investigation into the
679 affairs of the issuer of such security, the office determines it
680 shall appear that:
681 (a) The issuer cannot pay its debts as they become due in
682 the usual course of business is insolvent;
683 (b) The issuer or any officer, director, manager or
684 managing member, or control person of the issuer has violated
685 any provision of this chapter or any rule made hereunder or any
686 order of the office of which such issuer has notice;
687 (c) The issuer or any officer, director, manager or
688 managing member, or control person of the issuer has been or is
689 engaged or is about to engage in fraudulent transactions;
690 (d) The issuer or any officer, director, manager or
691 managing member, or control person of the issuer has been found
692 guilty of a fraudulent act in connection with any sale of
693 securities, has engaged, is engaged, or is about to engage, in
694 making a fictitious sale or purchase of any security, or in any
695 practice or sale of any security which is fraudulent or a
696 violation of any law;
697 (e) The issuer or any officer, director, manager or
698 managing member, or control person of the issuer has had a final
699 judgment entered against such issuer or person in a civil action
700 on the grounds of fraud, embezzlement, misrepresentation, or
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701 deceit;
702 (f) The issuer or any officer, director, manager or
703 managing member, or control person of the issuer has engaged in
704 any action that would be grounds for revocation, denial, or
705 suspension under s. 517.161(1) demonstrated any evidence of
706 unworthiness;
707 (g) The issuer or any officer, director, manager or
708 managing member, or control person of the issuer is in any other
709 way dishonest or has made any fraudulent representations or
710 failed to disclose any material information in any prospectus or
711 in any circular or other literature that has been distributed
712 concerning the issuer or its securities;
713 (h) The security registered or sought to be registered is
714 the subject of an injunction entered by a court of competent
715 jurisdiction or is the subject of an administrative stop -order
716 or similar order prohibiting the offer or sale of the security;
717 or
718 (i) For any security for which registration has been
719 applied pursuant to s. 517.081, the terms of the offer or sale
720 of such securities would not be fair, just, or equitable ; or
721 (j) The issuer or any person acting on behalf of the
722 issuer has failed to timely complete any application for
723 registration filed with the office pursuant to the provisions of
724 s. 517.081 or s. 517.082 or any rule adopted under such
725 sections.
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726 (2) In making such examination or investigation, the office
727 shall have access to and may compel the production of all the
728 books and papers of such issuer and may administer oaths to and
729 examine the officers of such issuer or any other person
730 connected therewith as to its business and affairs and may also
731 require a balance sheet exhibiting the assets and liabilities of
732 any such issuer or its income statement, or both, to be
733 certified to by a public accountant either of this state or of
734 any other state where the issuer's business is located. Whenever
735 the office deems it necessary, it may also require such balance
736 sheet or income statement, or both, to be made more specific in
737 such particulars as the office may require.
738 (3)(2) If any issuer refuses shall refuse to permit an
739 examination or investigation to be made by the office, it shall
740 be proper ground for revocation of registration.
741 (4)(3) If the office deems it necessary, it may enter an
742 order suspending the right to sell securities pending any
743 examination or investigation, provided that the order shall
744 state the office's grounds for taking such action.
745 (5)(4) Notice of the entry of such order shall be given
746 personally or by mail, personally, by telephone confirmed in
747 writing, or by telegraph to the issuer. Before such order is
748 made final, the issuer applying for registration shall, on
749 application, be entitled to a hearing.
750 Section 6. Subsections (1), (2), and (3), paragraph (b) of
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751 subsection (6), subsections (7) and (11), paragraph (b) of
752 subsection (15), and subsections (20) and (21) of section
753 517.12, Florida Statutes, are amended to read:
754 517.12 Registration of dealers, associated persons,
755 intermediaries, and investment advisers.—
756 (1) No dealer or associated person shall No dealer,
757 associated person, or issuer of securities shall sell or offer
758 for sale any securities in or from offices in this state , or
759 sell securities to persons in this state from offices outside
760 this state, by mail or otherwise, unless the person is has been
761 registered with the office as a dealer or as an associated
762 person of a dealer pursuant to the provisions of this section.
763 The office shall not register any person as an associated person
764 of a dealer unless the dealer with which the applicant seeks
765 registration is lawfully registered with the office pursuant to
766 this chapter.
767 (2) The registration requirements of this section do not
768 apply to the issuers of securities exempted by s. 517.051(1) -(8)
769 and (10).
770 (3) Except as otherwise provided in s. 517.061(11)(a)4.,
771 (13), (16), (17), or (19), The registration requirements of this
772 section do not apply in a transaction exempted by s. 517.061(1)-
773 (10) and (12), s. 517.061(1)-(12), (14), and (15).
774 (5)(6) A dealer, associated person, or investment adviser,
775 in order to obtain registration, must file with the office a
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776 written application, on a form which the commission may by rule
777 prescribe. The commission may establish, by rule, procedures for
778 depositing fees and filing documents by electronic means
779 provided such procedures provide the office with the information
780 and data required by this section. Each dealer or investment
781 adviser must also file an irrevocable written consent to service
782 of civil process similar to that provided for in s. 517.101. The
783 application shall contain such information as the commission or
784 office may require concerning such matters as:
785 (b) The applicant's form and place of organization; and,
786 if the applicant is:
787 1. A corporation, a copy of its articles of incorporation
788 and amendments to the articles of incorporation;
789 2. A limited liability company, a copy of its articles of
790 organization with amendments to its articles; or
791 3. , if A partnership, a copy of the partnership
792 agreement.
793 (6)(7) The application must also contain such information
794 as the commission or office may require about the applicant; any
795 member, principal, or director of the applicant or any person
796 having a similar status or performing similar functions; any
797 control person of directly or indirectly controlling the
798 applicant; or any employee of a dealer or of an investment
799 adviser rendering investment advisory services. Each applicant
800 and any direct owners, principals, or indirect owners that are
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801 required to be reported on Form BD or Form ADV pursuant to
802 subsection (14) (15) shall submit fingerprints for live-scan
803 processing in accordance with rules adopted by the commission.
804 The fingerprints may be submitted through a third-party vendor
805 authorized by the Department of Law Enforcement to provide live-
806 scan fingerprinting. The costs of fingerprint processing shall
807 be borne by the person subject to the background check. The
808 Department of Law Enforcement shall conduct a state criminal
809 history background check, and a federal criminal history
810 background check must be conducted through the Federal Bureau of
811 Investigation. The office shall review the results of the state
812 and federal criminal history background checks and determine
813 whether the applicant meets licensure requirements. The
814 commission may waive, by rule, the requirement that applicants,
815 including any direct owners, principals, or indirect owners that
816 are required to be reported on Form BD or Form ADV pursuant to
817 subsection (14) (15), submit fingerprints or the requirement
818 that such fingerprints be processed by the Department of Law
819 Enforcement or the Federal Bureau of Investigation. The
820 commission or office may require information about any such
821 applicant or person concerning such matters as:
822 (a) The applicant's or person's His or her full name, and
823 any other names by which the applicant or person he or she may
824 have been known, and the applicant's or person's his or her age,
825 social security number, photograph, qualifications, and
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826 educational and business history.
827 (b) Any injunction or administrative order by a state or
828 federal agency, national securities exchange, or national
829 securities association involving a security or any aspect of a
830 dealer's or investment adviser's regulated the securities
831 business and any injunction or administrative order by a state
832 or federal agency regulating banking, insurance, finance, or
833 small loan companies, real estate, mortgage brokers, or other
834 related or similar industries, which injunctions or
835 administrative orders relate to such person.
836 (c) The applicant's or person's His or her conviction of,
837 or plea of nolo contendere to, a criminal offense or his or her
838 commission of any acts which would be grounds for refusal of an
839 application under s. 517.161.
840 (d) The names and addresses of other persons of whom the
841 office may inquire as to his or her character, reputation, and
842 financial responsibility.
843 (10)(a)(11)(a) If the office finds that the applicant is
844 of good repute and character and has complied with the
845 applicable registration provisions of this chapter and the rules
846 made pursuant hereto, it shall register the applicant unless the
847 applicant is otherwise disqualified for registration pursuant to
848 law. The registration of each dealer, investment adviser, and
849 associated person expires on December 31 of the year the
850 registration became effective unless the registrant has renewed
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851 its his or her registration on or before that date. Registration
852 may be renewed by furnishing such information as the commission
853 may require, together with payment of the fee required in
854 paragraph (9)(a) (10)(a) for dealers, investment advisers, or
855 associated persons and the payment of any amount lawfully due
856 and owing to the office pursuant to any order of the office or
857 pursuant to any agreement with the office. Any deal er,
858 investment adviser, or associated person who has not renewed a
859 registration by the time the current registration expires may
860 request reinstatement of such registration by filing with the
861 office, on or before January 31 of the year following the year
862 of expiration, such information as may be required by the
863 commission, together with payment of the fee required in
864 paragraph (9)(a) (10)(a) for dealers, investment advisers, or
865 associated persons and a late fee equal to the amount of such
866 fee. Any reinstatement of registration granted by the office
867 during the month of January shall be deemed effective
868 retroactive to January 1 of that year.
869 (b) The office shall waive the $50 assessment fee for an
870 associated person required by paragraph (9)(a) (10)(a) for a
871 registrant renewing his or her registration who:
872 1. Is an active duty member of the United States Armed
873 Forces or the spouse of such member;
874 2. Is or was a member of the United States Armed Forces
875 and served on active duty within the 2 years preceding t he
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876 expiration date of the registration pursuant to paragraph (a).
877 To qualify for the fee waiver, a registrant who is a former
878 member of the United States Armed Forces who served on active
879 duty within the 2 years preceding the expiration date of the
880 registration must have received an honorable discharge upon
881 separation or discharge from the United States Armed Forces; or
882 3. Is the surviving spouse of a member of the United
883 States Armed Forces if the member was serving on active duty at
884 the time of death and died within the 2 years preceding the
885 surviving spouse's registration expiration date pursuant to
886 paragraph (a).
887
888 A registrant seeking such fee waiver must submit proof, in a
889 form prescribed by commission rule, that the registrant meets
890 one of the qualifications in this paragraph.
891 (14)(15)
892 (b) In lieu of filing with the office the applications
893 specified in subsection (5) (6), the fees required by subsection
894 (9) (10), the renewals required by subsection (10) (11), and the
895 termination notices required by subsection (11) (12), the
896 commission may by rule establish procedures for the deposit of
897 such fees and documents with the Central Registration Depository
898 or the Investment Adviser Registration Depository of the
899 Financial Industry Regulatory Authority, as developed under
900 contract with the North American Securities Administrators
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901 Association, Inc.
902 (19)(20) An intermediary may not engage in business in
903 this state unless the intermediary is registered as a dealer or
904 as an intermediary with the office pursuant to this section to
905 facilitate the offer or sale of securities in accordance with s.
906 517.0611. An intermediary, in order to obtain registration, must
907 file with the office a written application on a form prescribed
908 by commission rule and pay a registration fee of $200. The fees
909 under this subsection shall be deposited into the Regulatory
910 Trust Fund of the office. The commission may establish by rule
911 procedures for depositing fees and filing documents by
912 electronic means if such procedures provide the office with the
913 information and data required by this section. Each intermediary
914 must also file an irrevocable written consent to service of
915 civil process, as provided in s. 517.101.
916 (a) The application must contain such information as the
917 commission or office may require concerning:
918 1. The name of the applicant and address of its principal
919 office and each office in this state.
920 2. The applicant's form and place of organization; and, if
921 the applicant is:
922 a. A corporation, a copy of its articles of incorporation
923 and amendments to the articles of incorporation;
924 b. A limited liability company, a copy of its articles of
925 organization and amendments to the articles and a copy of the
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926 company's operating agreement; or
927 c. , if A partnership, a copy of the partnership
928 agreement.
929 3. The website address where securities of the issuer will
930 be offered.
931 4. Contact information.
932 (b) The application must also contain such information as
933 the commission may require by rule about the applicant; any
934 member, principal, or director of the applicant or any person
935 having a similar status or performing similar functions; or any
936 control person of persons directly or indirectly controlling the
937 applicant. Each applicant and any direct owners, principals, or
938 indirect owners that are required to be reported on a form
939 adopted by commission rule shall submit fingerprints for live -
940 scan processing in accordance with rules adopted by the
941 commission. The fingerprints may be submitted through a third-
942 party vendor authorized by the Department of Law Enforcement to
943 provide live-scan fingerprinting. The costs of fingerprint
944 processing shall be borne by the person subject to the
945 background check. The Department of Law Enforcement shall
946 conduct a state criminal history background check, and a federal
947 criminal history background check must be conducted through the
948 Federal Bureau of Investigation. The office shall review the
949 results of the state and federal criminal history background
950 checks and determine whether the applicant meets registration
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951 requirements. The commission may waive, by rule, the requirement
952 that applicants, including any direct owners, principals, or
953 indirect owners, which are required to be reported on a form
954 adopted by commission rule, submit fingerprints or the
955 requirement that such fingerprints be processed by the
956 Department of Law Enforcement or the Federal Bureau of
957 Investigation. The commission, by rule, or the office may
958 require information about any applicant or person, including:
959 1. The applicant's or person's His or her full name and
960 any other names by which the applicant or person he or she may
961 have been known and the applicant's or person's his or her age,
962 social security number, photograph, qualifications, and
963 educational and business history.
964 2. Any injunction or administrative order by a state or
965 federal agency, national securities exchange, or national
966 securities association involving a security or any aspect of an
967 intermediary's regulated the securities business and any
968 injunction or administrative order by a state or federal agency
969 regulating banking, insurance, finance, or small loan companies,
970 real estate, mortgage brokers, or other related or similar
971 industries, which relate to such person.
972 3. The applicant's or person's His or her conviction of,
973 or plea of nolo contendere to, a criminal offense or the
974 applicant's or person's his or her commission of any acts that
975 would be grounds for refusal of an application under s. 517.161.
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976 (c) The application must be amended within 30 days if any
977 information contained in the form becomes inaccurate for any
978 reason.
979 (d) An intermediary or persons affiliated with the
980 intermediary are not subject to any disqualification described
981 in s. 517.1611 or United States Securities and Exchange
982 Commission Rule 506(d), 17 C.F.R. 230.506(d), adopted pursuant
983 to the Securities Act of 1933, as amended. Each director,
984 officer, manager or managing member, control person of the
985 issuer, any person occupying a similar status or performing a
986 similar function, and each person holding more than 20 percent
987 of the ownership interests shares of the intermediary is subject
988 to this requirement.
989 (e) If the office finds that the applicant is of good
990 repute and character and has complied with the applicable
991 registration provisions of this chapter and the rules adopted
992 thereunder, it shall register the applicant. The registration of
993 each intermediary expires on December 31 of the year the
994 registration became effective unless the registrant renews his
995 or her registration on or before that date. Registration may be
996 renewed by furnishing such information as the commission may
997 require by rule, together with payment of a $200 fee and the
998 payment of any amount due to the office pursuant to any order of
999 the office or pursuant to any agreement with the office. An
1000 intermediary who has not renewed a registration by the time that
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1001 the current registration expires may request reinstatement of
1002 such registration by filing with the office, on or before
1003 January 31 of the year following the year of expiration, such
1004 information as required by the commission, together with payment
1005 of the $200 fee and a late fee of $200. Any reinstatement of
1006 registration granted by the office during the month of January
1007 is deemed effective retroactive to January 1 of that year.
1008 (20)(21) The registration requirements of this section do
1009 not apply to any general lines insurance agent or life insurance
1010 agent licensed under chapter 626, for the sale of a security as
1011 defined in s. 517.021(28)(g) s. 517.021(22)(g), if the
1012 individual is directly authorized by the issuer to offer or sell
1013 the security on behalf of the issuer and the issuer is a
1014 federally chartered savings bank subject to regulation by the
1015 Federal Deposit Insurance Corporation. Actions under this
1016 subsection shall constitute activity under the insurance agent's
1017 license for purposes of ss. 626.611 and 626.621.
1018 Section 7. Section 517.1214, Florida Statutes, is created
1019 to read:
1020 517.1214 Continuing education requirements for associated
1021 persons of investment advisers and federal covered advisers. —
1022 (1) As used in this section, the term:
1023 (a) "Approved continuing education content" means the
1024 materials, written, oral, or otherwise, which have been approved
1025 by NASAA or its designee and which make up the educational
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1026 program provided to an associated person under this section.
1027 (b) "Credit" means a unit designated by NASAA or its
1028 designee as at least 50 minutes of educational instruction.
1029 (c) "Home state" means the state in which an assoc iated
1030 person of an investment adviser or a federal covered adviser has
1031 his or her principal office and place of business.
1032 (d) "NASAA" means the North American Securities
1033 Administrators Association, Inc.
1034 (e) "Reporting period" means one 12-month period beginning
1035 January 1 and ending December 31. An associated person's initial
1036 reporting period with this state commences the first day of the
1037 first full reporting period after the individual is registered
1038 or required to be registered with this state.
1039 (2) By December 31, 2024, and each December 31 thereafter,
1040 each associated person of an investment adviser or a federal
1041 covered adviser shall complete the following continuing
1042 education content requirements offered by a person that NASAA or
1043 its designee has authorized to provide the continuing education
1044 content required by this section:
1045 (a) Six credits of approved continuing education content
1046 that addresses an associated person's ethical and regulatory
1047 obligations, with at least 3 hours covering the topic of ethics;
1048 and
1049 (b) Six credits of approved continuing education content
1050 that addresses an associated person's skills and knowledge
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1051 regarding financial products, investment features, and practices
1052 in the investment advisory industry.
1053 (3) An associated person of an investment adviser or
1054 federal covered adviser who is also registered as an associated
1055 person of a Financial Industry Regulatory Authority (FINRA)
1056 member dealer and who complies with FINRA's continuing education
1057 requirements is considered to be in compliance with this
1058 section's products and practice requirement for each applicable
1059 reporting period, provided that the FINRA continuing education
1060 content is approved continuing education content.
1061 (4) Credits of continuing education completed by an
1062 associated person who was awarded and currently holds a
1063 credential that qualifies for examination waiver by passing any
1064 tests as prescribed in s. 15(b)(7) of the Securities Exchange
1065 Act of 1934, as amended, comply with paragraphs (2)(a) and (b),
1066 provided all of the following conditions are met:
1067 (a) The associated person completes the credits of
1068 continuing education as a condition of maintaining the
1069 credential for the relevant reporting period.
1070 (b) The credits of continuing education completed during
1071 the relevant reporting period by the associated person are
1072 mandatory to maintain the credential.
1073 (c) The continuing education content provided by the
1074 credentialing organization during the relevant reporting period
1075 is approved continuing education content.
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1076 (5) Each associated person is responsible for ensuring
1077 that the authorized provider reports the associated person's
1078 completion of the applicable continuing education requirements.
1079 (6) An associated person who completes credits of
1080 continuing education in excess of the credits required for the
1081 reporting period may not carry forward excess credits to a
1082 subsequent reporting period.
1083 (7) An associated person who fails to comply with this
1084 section by the end of a reporting period shall renew as "CE
1085 inactive" at the close of the calendar year in this state until
1086 the associated person completes and reports all required
1087 continuing education credits for all reporting periods as
1088 required by this section. If an associated person renews as “CE
1089 inactive” at the close of the calendar year and fails to
1090 complete and report all required continuing education credits
1091 for all reporting periods as required by this section by the
1092 close of the next calendar year, the associated person becomes
1093 unregistered for purposes of this chapter.
1094 (8) An associated person registered or required to be
1095 registered in this state who is registered as an associated
1096 person of an investment adviser or federal covered adviser in
1097 the individual's home state is considered to be in compliance
1098 with this section if:
1099 (a) By December 24, 2024, and each December 31 thereafter,
1100 the associated person completes the continuing education
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1101 requirements set forth in s. 517.1214(2); and
1102 (b) The associated person is in compliance with the home
1103 state's associated person of an investment adviser or federal
1104 covered adviser continuing education requirements.
1105 (9) An associated person who was previously registered
1106 under s. 517.12 and became unregistered must complete continuing
1107 education for all reporting periods that occurred between the
1108 time that the associated person became unregistered and when the
1109 person became registered again under s. 517.12, unless the
1110 associated person takes and passes the required examinations or
1111 the examination requirements are waived in connection with the
1112 subsequent application for registration.
1113 Section 8. Section 517.1217, Florida Statutes, is amended
1114 to read:
1115 517.1217 Rules of conduct and prohibited business
1116 practices for dealers and their associated persons and for
1117 intermediaries.—
1118 The commission by rule may establish rules of conduct and
1119 prohibited business practices for dealers and their associated
1120 persons and for intermediaries. In adopting the rules, the
1121 commission shall consider general industry standards as
1122 expressed in the rules and regulations of the various federal
1123 and self-regulatory agencies and regulatory associations,
1124 including, but not limited to, the United States Securities and
1125 Exchange Commission, the Financial Industry Regulatory
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1126 Authority, and the North American Securities Administrators
1127 Association, Inc.
1128 Section 9. Subsections (1), (4), and (5) of section
1129 517.161, Florida Statutes, are amended to read:
1130 517.161 Revocation, denial, or suspension of registration
1131 of dealer, investment adviser, intermediary, or associated
1132 person.—
1133 (1) Registration under s. 517.12 may be denied or any
1134 registration granted may be revoked, restricted, or suspended by
1135 the office if the office determines that such applicant or
1136 registrant; any member, principal, or director of the ap plicant
1137 or registrant or any person having a similar status or
1138 performing similar functions; or any control person of directly
1139 or indirectly controlling the applicant or registrant:
1140 (a) Has violated any provision of this chapter or any rule
1141 or order made under this chapter;
1142 (b) Has made a material false statement in the application
1143 for registration;
1144 (c) Has been guilty of a fraudulent act in connection with
1145 rendering investment advice or in connection with any sale of
1146 securities, has been or is engaged or is about to engage in
1147 making fictitious or pretended sales or purchases of any such
1148 securities or in any practice involving the rendering of
1149 investment advice or the sale of securities which is fraudulent
1150 or in violation of the law;
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1151 (d) Has made a misrepresentation or false statement to, or
1152 concealed any essential or material fact from, any person in the
1153 rendering of investment advice or the sale of a security to such
1154 person;
1155 (e) Has failed to account to persons interested for all
1156 money and property received;
1157 (f) Has not delivered, after a reasonable time, to persons
1158 entitled thereto securities held or agreed to be delivered by
1159 the dealer, broker, or investment adviser, as and when paid for,
1160 and due to be delivered;
1161 (g) Is rendering investment advice or selling or offering
1162 for sale securities through any associated person not registered
1163 in compliance with the provisions of this chapter;
1164 (h) Has demonstrated unworthiness to transact the business
1165 of dealer, investment adviser, intermediary, or associated
1166 person;
1167 (i) Has exercised management or policy control over or
1168 owned 10 percent or more of the securities of any dealer,
1169 intermediary, or investment adviser that has been declared
1170 bankrupt, or had a trustee appointed under the Securities
1171 Investor Protection Act; or is, in the case of a dealer,
1172 intermediary, or investment adviser, unable to pay its debts as
1173 they become due in the usual course of business insolvent;
1174 (i)(j) Has been convicted of, or has entered a plea of
1175 guilty or nolo contendere to, regardless of whether adjudication
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1176 was withheld, a crime against the laws of this state or any
1177 other state or of the United States or of any other country or
1178 government which relates to registration as a dealer, investment
1179 adviser, issuer of securities, intermediary, or associated
1180 person; which relates to the application for such registration;
1181 or which involves moral turpitude or fraudulent or dishonest
1182 dealing;
1183 (j)(k) Has had a final judgment entered against her or him
1184 in a civil action upon grounds of fraud, embezzlement,
1185 misrepresentation, or deceit;
1186 (l) Is of bad business repute;
1187 (k)(m) Has been the subject of any decision, finding,
1188 injunction, suspension, prohibition, revocation, denial,
1189 judgment, or administrative order by any court of compet ent
1190 jurisdiction, administrative law judge, or by any state or
1191 federal agency, national securities, commodities, or option
1192 exchange, or national securities, commodities, or option
1193 association, involving a violation of any federal or state
1194 securities or commodities law or any rule or regulation
1195 promulgated thereunder, or any rule or regulation of any
1196 national securities, commodities, or options exchange or
1197 national securities, commodities, or options association, or has
1198 been the subject of any injunction or adverse administrative
1199 order by a state or federal agency regulating banking,
1200 insurance, finance or small loan companies, real estate,
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1201 mortgage brokers or lenders, money transmitters, or other
1202 related or similar industries. For purposes of this subsection,
1203 the office may not deny registration to any applicant who has
1204 been continuously registered with the office for 5 years after
1205 the date of entry of such decision, finding, injunction,
1206 suspension, prohibition, revocation, denial, judgment, or
1207 administrative order provided such decision, finding,
1208 injunction, suspension, prohibition, revocation, denial,
1209 judgment, or administrative order has been timely reported to
1210 the office pursuant to the commission's rules; or
1211 (l)(n) Made payment to the office for a registration with
1212 a check or electronic transmission of funds that is dishonored
1213 by the applicant's or registrant's financial institution ;
1214 (m) Failed to pay and fully satisfy any final judgment or
1215 arbitration award resulting from an investment-related, client-
1216 or customer-initiated arbitration or court proceeding, unless
1217 alternative payment arrangements are agreed to in writing
1218 between the client or customer and the investment adviser,
1219 dealer, or associated person and the investment adviser, dealer,
1220 or associated person complies with the terms of the alternative
1221 payment arrangement;
1222 (n) Attempted to avoid payment of any final judgment or
1223 arbitration award resulting from an investment-related, client-
1224 or customer-initiated arbitration or court proceeding, unless
1225 alternative payment arrangements are agreed to in writing
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1226 between the client or customer and the investment adviser,
1227 dealer, or associated person and the investment adviser, dealer,
1228 or associated person complies with the terms of the alternative
1229 payment arrangements; or
1230 (o) Failed to pay and fully satisfy any fine, civil
1231 penalty, order of restitution, order of disgorgement, or similar
1232 monetary payment obligation imposed upon the investment adviser,
1233 dealer, or associated person by the Securities and Exchange
1234 Commission, the securities regulator or other financial services
1235 regulator of any state or province, or any securities industry
1236 self-regulatory organization.
1237 (4) It shall be sufficient cause for denial of an
1238 application or revocation of registration, in the case of a
1239 partnership, corporation, limited liability company, or
1240 unincorporated association, if any member of the partnership ,
1241 any manager or managing member of the limited liability company,
1242 or any officer, director, or ultimate equitable owner of the
1243 corporation or association has committed any act or omission
1244 which would be cause for denying, revoking, restricting, or
1245 suspending the registration of an individual dealer, investment
1246 adviser, intermediary, or associated person. As used in this
1247 subsection, the term "ultimate equitable owner" means a natural
1248 person who directly or indirectly owns or controls an ownership
1249 interest in the corporation, partnership, association, or other
1250 legal entity however organized, regardless of whether such
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1251 natural person owns or controls such ownership interest through
1252 one or more proxies, powers of attorney, nominees, corporations,
1253 associations, partnerships, trusts, joint stock companies, or
1254 other entities or devices, or any combination thereof.
1255 (5) The office may deny any request to terminate or
1256 withdraw any application or registration if the office believes
1257 that an act that which would be a ground for denial, suspension,
1258 restriction, or revocation under this chapter has been
1259 committed.
1260 Section 10. Subsection (2) of section 517.1611, Florida
1261 Statutes, is amended to read:
1262 517.1611 Guidelines.—
1263 (2) The commission shall adopt by rule disqualifying
1264 periods pursuant to which an applicant will be disqualified from
1265 eligibility for registration based upon criminal convictions,
1266 pleas of nolo contendere, or pleas of guilt, regardless of
1267 whether adjudication was withheld, by the applicant; any
1268 partner, member, officer, or director of the applicant or any
1269 person having a similar status or performing similar functions;
1270 or any control person of directly or indirectly controlling the
1271 applicant.
1272 (a) The disqualifying periods shall be 15 years for a
1273 felony and 5 years for a misdemeanor.
1274 (b) The disqualifying periods shall be related to crimes
1275 involving registration as a dealer, investment adviser, issuer
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1276 of securities, or associated person or the application for such
1277 registration or involving moral turpitude or fraudulent or
1278 dishonest dealing.
1279 (c) The rules may also address mitigating factors, an
1280 additional waiting period based upon dates of imprisonment or
1281 community supervision, an additional waiting period based upon
1282 commitment of multiple crimes, and other factors reasonably
1283 related to the consideration of an applicant's criminal history.
1284 (d) An applicant is not eligible for registration until
1285 the expiration of the disqualifying period set by rule. Section
1286 112.011 does not apply to the registration provisions under this
1287 chapter. Nothing in this section changes or amends the grounds
1288 for denial under s. 517.161.
1289 Section 11. Section 517.181, Florida Statutes, is
1290 repealed.
1291 Section 12. Paragraph (a) of subsection (4) of section
1292 517.201, Florida Statutes, is amended to read:
1293 517.201 Investigations; examinations; subpoenas; hearings;
1294 witnesses.—
1295 (4)(a) In the event of substantial noncompliance with a
1296 subpoena or subpoena duces tecum issued or caused to be issued
1297 by the office pursuant to this section, the office may petition
1298 the circuit court of the county in which the person subpoenaed
1299 resides or has its principal place of business for an order
1300 requiring the subpoenaed person to appear and testify and to
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1301 produce such books, records, and documents as are specified in
1302 such subpoena duces tecum. The court may grant injunctive relief
1303 restraining the issuance, sale or offer for sale, purchase or
1304 offer to purchase, promotion, negotiation, advertisement, or
1305 distribution in or from offices in this state of securities or
1306 investments in or from this state by the noncompliant a person
1307 or its agent, employee, broker, partner, officer, director,
1308 manager, managing member, control person, or equity holder
1309 stockholder thereof, and may grant such other relief, including,
1310 but not limited to, the restraint, by injunction or appointment
1311 of a receiver, of any transfer, pledge, assignment, or other
1312 disposition of such person's assets or any concealment,
1313 alteration, destruction, or other disposition of subpoenaed
1314 books, records, or documents, as the court deems appropriate,
1315 until such person has fully complied with such subpoena or
1316 subpoena duces tecum and the office has completed its
1317 investigation or examination. The office is entitled to the
1318 summary procedure provided in s. 51.011, and the court shall
1319 advance the cause on its calendar. Costs incurred by the office
1320 to obtain an order granting, in whole or in part, such petition
1321 for enforcement of a subpoena or subpoena duces tecum shall be
1322 taxed against the subpoenaed person, and failure to comply with
1323 such order shall be a contempt of court.
1324 Section 13. Paragraph (d) of subsection (3) of section
1325 921.0022, Florida Statutes, is amended to read:
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1326 921.0022 Criminal Punishment Code; offense severity
1327 ranking chart.—
1328 (3) OFFENSE SEVERITY RANKING CHART
1329 (d) LEVEL 4
1330
Florida Felony
Statute Degree Description
1331
316.1935(3)(a) 2nd Driving at high speed
or with wanton
disregard for safety
while fleeing or
attempting to elude law
enforcement officer who
is in a patrol vehicle
with siren and lights
activated.
1332
499.0051(1) 3rd Failure to maintain or
deliver transaction
history, transaction
information, or transaction
statements.
1333
499.0051(5) 2nd Knowing sale or delivery,
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or possession with intent
to sell, contraband
prescription drugs.
1334
517.07(1) 3rd Failure to register
securities.
1335
517.12(1) 3rd Failure of dealer or,
associated person of a
dealer, or issuer of
securities to register.
1336
784.07(2)(b) 3rd Battery of law enforcement
officer, firefighter, etc.
1337
784.074(1)(c) 3rd Battery of sexually
violent predators
facility staff.
1338
784.075 3rd Battery on detention or
commitment facility staff.
1339
784.078 3rd Battery of facility employee
by throwing, tossing, or
expelling certain fluids or
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materials.
1340
784.08(2)(c) 3rd Battery on a person
65 years of age or
older.
1341
784.081(3) 3rd Battery on specified
official or employee.
1342
784.082(3) 3rd Battery by detained
person on visitor or
other detainee.
1343
784.083(3) 3rd Battery on code
inspector.
1344
784.085 3rd Battery of child by throwing,
tossing, projecting, or
expelling certain fluids or
materials.
1345
787.03(1) 3rd Interference with custody;
wrongly takes minor from
appointed guardian.
1346
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787.04(2) 3rd Take, entice, or remove child
beyond state limits with
criminal intent pending
custody proceedings.
1347
787.04(3) 3rd Carrying child beyond
state lines with criminal
intent to avoid producing
child at custody hearing
or delivering to
designated person.
1348
787.07 3rd Human smuggling.
1349
790.115(1) 3rd Exhibiting firearm or
weapon within 1,000 feet
of a school.
1350
790.115(2)(b) 3rd Possessing electric
weapon or device,
destructive device, or
other weapon on school
property.
1351
790.115(2)(c) 3rd Possessing firearm on
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school property.
1352
794.051(1) 3rd Indecent, lewd, or
lascivious touching of
certain minors.
1353
800.04(7)(c) 3rd Lewd or lascivious
exhibition; offender less
than 18 years.
1354
806.135 2nd Destroying or demolishing a
memorial or historic property.
1355
810.02(4)(a) 3rd Burglary, or attempted
burglary, of an
unoccupied structure;
unarmed; no assault or
battery.
1356
810.02(4)(b) 3rd Burglary, or attempted
burglary, of an
unoccupied conveyance;
unarmed; no assault or
battery.
1357
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810.06 3rd Burglary; possession of tools.
1358
810.08(2)(c) 3rd Trespass on property,
armed with firearm or
dangerous weapon.
1359
812.014(2)(c)3. 3rd Grand theft, 3rd
degree $10,000 or
more but less than
$20,000.
1360
812.014 3rd Grand theft, 3rd degree;
(2)(c)4.-10. specified items.
1361
812.0195(2) 3rd Dealing in stolen
property by use of the
Internet; property
stolen $300 or more.
1362
817.505(4)(a) 3rd Patient brokering.
1363
817.563(1) 3rd Sell or deliver substance
other than controlled
substance agreed upon,
excluding s. 893.03(5)
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drugs.
1364
817.568(2)(a) 3rd Fraudulent use of personal
identification information.
1365
817.625(2)(a) 3rd Fraudulent use of
scanning device,
skimming device, or
reencoder.
1366
817.625(2)(c) 3rd Possess, sell, or
deliver skimming
device.
1367
828.125(1) 2nd Kill, maim, or cause
great bodily harm or
permanent breeding
disability to any
registered horse or
cattle.
1368
836.14(2) 3rd Person who commits
theft of a sexually
explicit image with
intent to promote it.
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1369
836.14(3) 3rd Person who willfully
possesses a sexually
explicit image with
certain knowledge, intent,
and purpose.
1370
837.02(1) 3rd Perjury in official
proceedings.
1371
837.021(1) 3rd Make contradictory statements
in official proceedings.
1372
838.022 3rd Official misconduct.
1373
839.13(2)(a) 3rd Falsifying records of
an individual in the
care and custody of a
state agency.
1374
839.13(2)(c) 3rd Falsifying records of
the Department of
Children and Families.
1375
843.021 3rd Possession of a concealed
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handcuff key by a person in
custody.
1376
843.025 3rd Deprive law enforcement,
correctional, or correctional
probation officer of means of
protection or communication.
1377
843.15(1)(a) 3rd Failure to appear while
on bail for felony
(bond estreature or
bond jumping).
1378
847.0135(5)(c) 3rd Lewd or lascivious
exhibition using
computer; offender
less than 18 years.
1379
870.01(3) 2nd Aggravated rioting.
1380
870.01(5) 2nd Aggravated inciting a
riot.
1381
874.05(1)(a) 3rd Encouraging or recruiting
another to join a
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criminal gang.
1382
893.13(2)(a)1. 2nd Purchase of cocaine (or
other s. 893.03(1)(a),
(b), or (d), (2)(a),
(2)(b), or (2)(c)5.
drugs).
1383
914.14(2) 3rd Witnesses accepting
bribes.
1384
914.22(1) 3rd Force, threaten, etc.,
witness, victim, or
informant.
1385
914.23(2) 3rd Retaliation against a
witness, victim, or
informant, no bodily injury.
1386
916.1085 3rd Introduction of specified
(2)(c)1. contraband into certain DCF
facilities.
1387
918.12 3rd Tampering with jurors.
1388
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934.215 3rd Use of two-way communications
device to facilitate commission
of a crime.
1389
944.47(1)(a)6. 3rd Introduction of
contraband (cellular
telephone or other
portable communication
device) into correctional
institution.
1390
951.22(1)(h), 3rd Intoxicating drug,
(j) & (k) instrumentality or other
device to aid escape, or
cellular telephone or other
portable communication
device introduced into
county detention facility.
1391
1392 Section 14. Section 517.1215, Florida Statutes, is amended
1393 to read:
1394 517.1215 Requirements, rules of conduct, and prohibited
1395 business practices for investment advisers advisors and their
1396 associated persons.—
1397 (1) The commission shall specify by rule requirements for
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1398 investment advisers advisors deemed to have custody of client
1399 funds which concern the following:
1400 (a) Notification of custody of, maintenance of, and
1401 safeguards for client funds.
1402 (b) Communications with clients and independent
1403 representatives.
1404 (c) Requirements for investment advisers who have custody
1405 of pooled investments.
1406 (d) Exceptions to the custody requirements.
1407
1408 In adopting the rules, the commission shall consider the rules
1409 and regulations of the federal regulatory authority and the
1410 North American Securities Administrators Association, Inc.
1411 (2) The commission shall by rule establish rules of
1412 conduct and prohibited business practices for investment
1413 advisers and their associated persons. In adopting the rules,
1414 the commission shall consider general industry standards as
1415 expressed in the rules and regulations of the various federal
1416 and self-regulatory agencies and regulatory associations,
1417 including, but not limited to, the United States Securities and
1418 Exchange Commission, the Financial Industry Regulatory
1419 Authority, and the North American Securities Administrators
1420 Association, Inc.
1421 Section 15. Subsection (1) of section 517.075, Florida
1422 Statutes, is amended to read:
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1423 517.075 Cuba, prospectus disclosure of doing business
1424 with, required.—
1425 (1) Any issuer of securities that will be sold in this
1426 state pursuant to a prospectus must disclose in the prospectus
1427 if the issuer or any affiliate thereof, as defined in s.
1428 517.021(1), does business with the government of Cuba or with
1429 any person or affiliate located in Cuba. The prospectus
1430 disclosure required by this subsection does not apply with
1431 respect to prospectuses prepared before April 10, 1992.
1432 Section 16. Paragraph (a) of subsection (1) of section
1433 517.131, Florida Statutes, is amended to read:
1434 517.131 Securities Guaranty Fund.—
1435 (1)(a) The Chief Financial Officer shall establish a
1436 Securities Guaranty Fund. An amount not exceeding 20 percent of
1437 all revenues received as assessment fees pursuant to s.
1438 517.12(9) and (10) s. 517.12(10) and (11) for dealers and
1439 investment advisers or s. 517.1201 for federal covered advisers
1440 and an amount not exceeding 10 percent of all revenues received
1441 as assessment fees pursuant to s. 517.12(9) and (10) s.
1442 517.12(10) and (11) for associated persons shall be part of the
1443 regular license fee and shall be transferred to or deposited in
1444 the Securities Guaranty Fund.
1445 Section 17. Subsection (1) of section 517.211, Florida
1446 Statutes, is amended to read:
1447 517.211 Remedies available in cases of unlawful sale.—
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1448 (1) Every sale made in violation of either s. 517.07 or s.
1449 517.12(1), (3), (4), (8), (10), (12), (15), or (17) (4), (5),
1450 (9), (11), (13), (16), or (18) may be rescinded at the election
1451 of the purchaser, except a sale made in violation of the
1452 provisions of s. 517.1202(3) relating to a renewal of a bran ch
1453 office notification shall not be subject to this section, and a
1454 sale made in violation of the provisions of s. 517.12(12) s.
1455 517.12(13) relating to filing a change of address amendment
1456 shall not be subject to this section. Each person making the
1457 sale and every director, officer, partner, or agent of or for
1458 the seller, if the director, officer, partner, or agent has
1459 personally participated or aided in making the sale, is jointly
1460 and severally liable to the purchaser in an action for
1461 rescission, if the purchaser still owns the security, or for
1462 damages, if the purchaser has sold the security. No purchaser
1463 otherwise entitled will have the benefit of this subsection who
1464 has refused or failed, within 30 days of receipt, to accept an
1465 offer made in writing by the seller, if the purchaser has not
1466 sold the security, to take back the security in question and to
1467 refund the full amount paid by the purchaser or, if the
1468 purchaser has sold the security, to pay the purchaser an amount
1469 equal to the difference between the amount paid for the security
1470 and the amount received by the purchaser on the sale of the
1471 security, together, in either case, with interest on the full
1472 amount paid for the security by the purchaser at the legal rate,
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1473 pursuant to s. 55.03, for the period from the date of payment by
1474 the purchaser to the date of repayment, less the amount of any
1475 income received by the purchaser on the security.
1476 Section 18. Section 517.315, Florida Statutes, is amended
1477 to read:
1478 517.315 Fees.—All fees of any nature collected by the
1479 office pursuant to this chapter shall be disbursed as follows:
1480 (1) The office shall transfer the amount of fees required
1481 to be deposited into the Securities Guaranty Fund pursuant to s.
1482 517.131.;
1483 (2) After the transfer required in subsection (1) , the
1484 office shall transfer the $50 assessment fee collected from each
1485 associated person under s. 517.12(9) and (10) s. 517.12(10) and
1486 (11) and 30.44 percent of the $100 assessment fee paid by
1487 dealers and investment advisers advisors for each office in the
1488 state under s. 517.12(9) and (10) s. 517.12(10) and (11) to the
1489 Regulatory Trust Fund.; and
1490 (3) All remaining fees shall be deposited into the General
1491 Revenue Fund.
1492 Section 19. Subsection (5) of section 626.9911, Florida
1493 Statutes, is amended to read:
1494 626.9911 Definitions.—As used in this act, the term:
1495 (5) "Life expectancy provider" means a person who
1496 determines, or holds himself or herself out as determining, life
1497 expectancies or mortality ratings used to determine life
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1498 expectancies:
1499 (a) On behalf of a viatical settlement provider, viatical
1500 settlement broker, life agent, or person engaged in the business
1501 of viatical settlements;
1502 (b) In connection with a viatical settlement investment as
1503 defined in s. 517.021, pursuant to s. 517.021(24); or
1504 (c) On residents of this state in connection with a
1505 viatical settlement contract or viatical settlement investment.
1506 Section 20. Subsection (6) of section 744.351, Florida
1507 Statutes, is amended to read:
1508 744.351 Bond of guardian.—
1509 (6) When it is expedient in the judgment of any court
1510 having jurisdiction of any guardianship property, because the
1511 size of the bond required of the guardian is burdensome, or for
1512 other cause, the court may order, in lieu of a bond or in
1513 addition to a lesser bond, that the guardian place all or part
1514 of the property of the ward in a designated financial
1515 institution under the same conditions and limitations as are
1516 contained in s. 69.031. A designated financial institution shall
1517 also include a dealer, as defined in s. 517.021 s. 517.021(6),
1518 if the dealer is a member of the Security Investment Protection
1519 Corporation and is doing business in the state.
1520 Section 21. Section 517.1205, Florida Statutes, is amended
1521 to read:
1522 517.1205 Registration of associated persons specific as to
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1523 securities dealer, investment adviser, or federal covered
1524 adviser identified at time of registration approval.—Inasmuch as
1525 this chapter is intended to protect investors in securities
1526 offerings and other investment transactions regulated by that
1527 chapter, its provisions are to be construed to require full and
1528 fair disclosure of all, but only, those matters material to the
1529 investor's evaluation of the offering or other transaction. It
1530 should, furthermore, be construed to impose the standards
1531 provided by law on all those seeking to participate in the
1532 state's securities industry through registration as a securities
1533 dealer, investment adviser, or associated person. To this end,
1534 it is declared to be the intent of the Legislature that the
1535 registration of associated persons required by law is specific
1536 to the securities dealer, investment adviser, or federal covered
1537 adviser identified at the time such registration is approved.
1538 Notwithstanding any interpretation of law to the contrary, the
1539 historical practice of the Department of Banking and Finance,
1540 reflected in its rules, that requires a new application for
1541 registration from a previously registered associated person when
1542 that person seeks to be associated with a new securities dealer
1543 or investment adviser is hereby ratified and approved as
1544 consistent with legislative intent. It is, finally, declared to
1545 be the intent of the Legislature that while approval of an
1546 application for registration of a securities dealer, investment
1547 adviser, or associated person requires a finding of compliance
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1548 with the applicable registration provisions of this chapter and
1549 applicable rules the applicant's good repute and character, such
1550 finding is precluded by a determination that the applicant may
1551 be denied registration on grounds provided by law.
1552 Section 22. This act shall take effect October 1, 2023.
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