House Staff Analysis: PCS for HB 311 Securities (Insurance & Banking Subcommittee)
- Issuer
- Congressional materials
- Document type
- 2024 3228 Insurance Banking Subcommittee Proposed Committee Bill Analyses Fn Pcs0311 Ibs
- Case
- 2024 3228 Insurance Banking Subcommittee Proposed Committee Bill Analyses Fn Pcs0311 Ibs
Summary
A Florida House of Representatives staff analysis of the PCS for HB 311, Securities, sponsored by the Insurance & Banking Subcommittee and dated 1/16/2024. The analysis describes proposed revisions to the Florida Securities and Investor Protection Act, ch. 517, F.S., developed with the Office of Financial Regulation and a task force of the business law section of The Florida Bar. Listed changes include adding accredited investor and micro-offering exemptions, reducing the number of clients of an investment adviser that triggers registration from 15 to 6 clients, and raising maximum penalties against a natural person from $10,000 to $20,000. It states the bill raises Securities Guaranty Fund recovery from $10,000 to $15,000 and has an effective date of October 1, 2024. The analysis closes with fiscal comments and a table of rule-making authority created by the bill.
Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used
Cite this document
“House Staff Analysis: PCS for HB 311 Securities (Insurance & Banking Subcommittee).”
Original at www.flhouse.gov. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/2024-3228-insurance-banking-subcommittee-proposed-committee-bill-analyses-fn-pcs0311-ibs/
, SHA-256 69cdef9fc25bfdaa978e3328362e8b1565e33b8314fbf4b471dce11d97ccb720.Full text
HOUSE OF REPRESENTATIVES STAFF ANALYSIS
BILL #: PCS for HB 311 Securities
SPONSOR(S): Insurance & Banking Subcommittee
TIED BILLS: IDEN./SIM. BILLS:
REFERENCE ACTION ANALYST STAFF DIRECTOR or
BUDGET/POLICY CHIEF
Orig. Comm.: Insurance & Banking Subcommittee Fletcher Lloyd
SUMMARY ANALYSIS
In Florida, the Securities and Investor Protection Act (the Act) regulates securities issued, offered, and sold in
the state of Florida. The Office of Financial Regulation (OFR) regulates and registers the offer and sale of
securities in, to, or from Florida by firms, branch offices, and individuals affiliated with these firms.
The Act currently prohibits dealers, associated persons, and issuers from offering or selling securities in this
state unless registered with the OFR or specifically exempted. Additionally, all securities in Florida must be
registered with the OFR unless they meet a statutory exemption or are federally covered (i.e., under the
exclusive jurisdiction of the United States Securities Exchange Commission).
Revisions to the Act include:
Amending the limited offering exemption and crowdfunding exemption;
Adding an accredited investor exemption and a micro-offering exemption;
Allowing for demo-day presentations in the pre-offering stage;
Adding control person liability provisions;
Expanding the current civil liability for aiders and abettors of a securities law violation;
Eliminating the requirement for 5 years of annual reports and audited financial statements applicable to
simplified securities offerings that use the Small Company Offering Registration;
Reducing the number of clients of an investment adviser that triggers registration from 15 to 6 clients;
Increasing the maximum civil and administrative penalties that can be assessed against a natural
person in an action by the Attorney General from $10,000 to $20,000;
Doubling maximum fines assessed in civil and administrative actions by the Attorney General for
securities violations targeting seniors and vulnerable adults;
Eliminating the requirement that an investor make searches and inquiries to ascertain the assets of a
judgement debtor before the investor recovers from the Securities Guaranty Fund (Fund), and changes
the requirement that the date of the act for which recovery is sought occurred on or after January 1,
1979, to October 1, 2024;
Increasing the amount an eligible person may recover from the Fund from $10,000 to $15,000, adding
an exception allowing recovery of up to $25,000 if the person is a specified adult, and increasing the
aggregate limit on claims from $100,000 to $250,000;
Rewriting certain portions of the Act for clarification purposes; and
Generally modernizing Florida’s securities laws in accordance with recent developments in federal
securities laws and securities laws in other states.
The bill has no impact on local government and an insignificant positive impact on the private sector. It has an
insignificant negative impact on state government expenses and an indeterminable positive impact on state
government revenues.
The bill provides an effective date of October 1, 2024.
This docum ent does not reflect the intent or official position of the bill sponsor or House of Representatives .
STORAGE NAME: pcs0311.IBS
DATE: 1/16/2024
FULL ANALYSIS
I. SUBSTANTIVE ANALYSIS
A. EFFECT OF PROPOSED CHANGES:
Background
FLORIDA BAR BUSINESS LAW SECTION TASK FORCE
The Executive Council of the Business Law Section of The Florida Bar appointed a Task Force (BLS
Task Force) in September of 2022 to consider amendments to ch. 517, F.S., the Florida Securities and
Investor Protection Act (Act), which codifies Florida’s securities laws. 1 The BLS Task Force has worked
closely with the Office of Financial Regulation (OFR), the agency which regulates Florida’s securities
industry and determines compliance with the Act,2 to reform the Act.3
OFR, with the BLS Task Force’s assistance, presented to the 2023 legislative session proposed
amendments 4 to the Act that were limited to administrative and clarification changes, as OFR was
aware that the BLS Task Force was working on more substantive changes to the Act. 5 The 2023 bill
was enacted,6 and the BLS Task Force and OFR are now presenting their recommendations for
substantive amendments to the Act with this bill.7 In summary, this bill is a joint effort of the BLS Task
Force and OFR to bring Florida’s securities laws up to date with changes in federal securities laws and
other states’ securities laws.8
Securities Regulation
Background
FEDERAL SECURITIES REGULATION
The federal Securities Exchange Act of 1934 (1934 Act) requires registration of securities market
participants like broker-dealers and exchanges.9 Generally, any person acting as “broker” or “dealer” as
defined in the 1934 Act must be registered with the United States Securities and Exchange
Commission (SEC) and join a self-regulatory organization (SRO), like the Financial Industry Regulatory
Authority (FINRA) or a national securities exchange. 10
The 1934 Act broadly defines “broker” as “any person engaged in the business of effecting transactions
in securities for the account of others,” which the SEC has interpreted to include involvement in any of
the key aspects of a securities transaction, including solicitation, negotiation, and execution. 11 A
1 The Florida Bar Business Law Section, Report of the Chapter 517 Task Force: Recommendations and Analysis of
Proposed Amendments to the Florida Securities and Investor Protection Act , p. 2 (Nov. 2023).
2 Office of Financial Regulation, Division of Securities, https://flofr.gov/sitePages/DivisionOfSecurities.htm (last visited Jan.
3, 2024).
3 The Florida Bar Business Law Section, supra note 1.
4 See 2023 Senate Bill 180, and 2023 House Bill 253.
5 The Florida Bar Business Law Section, supra note 1.
6 Ch. 2023-205, Laws of Fla.
7 The Florida Bar Business Law Section, supra note 1.
8 Id.
9 15 U.S.C. §§ 78c(a)(4) and 78o. U.S. Securities and Exchange Commission, Guide to Brok er-Dealer Registration,
http://www.sec.gov/divisions/mark etreg/bdguide.htm#II (last visited Jan. 3, 2024).
10 A “national securities exchange” is a securities exchange that has registered with the SEC under Section 6 of the 1934
Act. Examples of national securities exchanges registered with the SEC include the Nasdaq Stock Market, NYSE National
Inc., and the New York Stock Exchange LLC. See U.S. Securities and Exchange Commission, National Securities
Exchanges, https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml (last visited Jan. 8, 2024).
11 Id.
STORAGE NAME: pcs0311.IBS PAGE: 2
DATE: 1/16/2024
“dealer” is “any person engaged in the business of buying and selling securities for such person’s own
account through a broker or otherwise.12
Certain entities in the securities industry are often referred to as “broker-dealers” because such entities
are considered “brokers” when executing trades on behalf of customers, but are “dealers” when
executing trades for their own account. In addition to being registered with the SEC, broker-dealers
must comply with state registration requirements.
STATE SECURITIES REGULATION
State laws that protect the investing public from fraudulent sales practices and activities are known as
“Blue Sky Laws.”13 Florida’s laws relating to the regulation of securities issued, offered, and sold in the
State of Florida are codified under the Act.
OFR’s Division of Securities (Division) regulates and registers the offer and sale of securities in, to, or
from Florida by firms, branch offices, and individuals affiliated with these firms in accordance with the
Act and Rule Chapter 69W, Florida Administrative Code.14 The Financial Services Commission,
comprised of the Governor and Cabinet (the Commission), serves as OFR’s agency head for purposes
of rulemaking and appoints OFR’s Commissioner, who serves as the agency head for purposes of final
agency action for all areas within OFR’s regulatory authority.15
As of September 30, 2023, the Division had total registrants in the following areas:
Dealers: 2,427
Investment advisers: 8,359
Branch offices: 11,702
Associated Persons: 378,43516
Additionally, as of September 2023, OFR has five registered offerings and zero crowdfunding
offerings.17
The Act prohibits dealers and associated persons from offering or selling securities in Florida unless
registered with OFR or specifically exempted.18 Additionally, all securities in Florida must be registered
with OFR unless they meet one of the exemptions under the Act,19 or are federally covered (i.e., under
the exclusive jurisdiction of the SEC).20
Failure to meet the precise requirements of these exemptions can subject the violator to civil, criminal,
and administrative liability for the sale of unregistered securities, which is a third-degree felony.21 Civil
remedies under the Act include rescission and damages.22
12 15 U.S.C. § 78c(a)(5).
13 U.S. Securities and Exchange Commission, Blue Sk y Laws, http://www.sec.gov/answers/bluesky.htm (last visited Jan.
3, 2024).
14 Office of Financial Regulation, Division of Securities, https://flofr.gov/sitePages/DivisionOfSecurities.htm (last visited
Jan. 3, 2024).
15 S. 20.121(3), F.S.
16 Office of Financial Regulation, Agency Analysis of 2024 House Bill 311, p. 2 (Nov. 1, 2023).
17 Id.
18 S. 517.12, F.S.
19 See ss. 517.051 or 517.061, F.S.
20 S. 517.07, F.S. If a security is registered with the SEC, s. 517.082, F.S., requires the broker or issuer to notify OFR that
the security is registered with the SEC.
21 S. 517.302(1), F.S.
22 S. 517.211, F.S.
STORAGE NAME: pcs0311.IBS PAGE: 3
DATE: 1/16/2024
Party Registration Requirements
The Act requires the following individuals or businesses to be registered with OFR before selling or
offering to sell any securities in or from offices in this state, or selling securities to persons in this state
from offices outside this state:23
Dealers, which is defined as any person, other than an associated person of a dealer, that
engages, for all or part of the person’s time, directly or indirectly, as agent or principal in the
business of offering, buying, selling, or otherwise dealing or trading in securities issued by
another person.
o The term does not include a licensed practicing attorney, bank authorized to do business
in Florida, wholesaler selling exclusively to dealers, person buying and selling for the
person’s own account exclusively through a registered dealer or stock exchange, issuer,
or natural person representing an issuer under certain conditions 24
Investment advisers, which is defined as any person that receives compensation, directly or
indirectly, and engages for all or part of the person’s time, directly or indirectly, in the business
of advising others as to the value of securities or as to the advisability of investments in,
purchasing of, or selling of securities.
o The term contains similar exclusions as the exclusions for “dealers” in addition to a
federal covered adviser, a person that does not hold itself out to the general public as an
investment adviser and has no more than 15 clients within 12 consecutive months in this
state, and a few other exclusions.25
Associated persons, which is defined by a party’s relation to a dealer or to an investment
adviser:
o With respect to a dealer, an associated person is an individual who is employed,
appointed, or authorized by a dealer and who represents the dealer in effecting the
purchase or sale of a security.
The term does not include a dealer or a partner, officer, or director of a dealer
unless such person is specified in the group above. The term also does not
include a dealer’s employee whose function is only clerical or ministerial.
o With respect to an investment adviser, an associated person is an individual, including,
but not limited to, a partner, officer, director, or branch manager who is employed by or
associated with, or is subject to the supervision or control of an investment adviser
registered under the Act, and
Such person:
Makes recommendations or otherwise gives investment advice regarding
securities;
Manages client accounts or portfolios;
Determines which recommendations regarding securities should be
given;
Receives compensation to solicit, offer, or negotiate for the sale of
investment advisory services; or
Supervises employees who perform a function outlined above.
The term does not include an investment adviser or an employee whose function
is only clerical or ministerial.26
Effect of the Bill
The bill amends the following definitions:
Accredited investor is amended to clarify the term is defined by rule of the Commission in
accordance with SEC Rule 501, 17 C.F.R. s. 230.501, as amended.
23 S. 517.12, F.S.
24 S. 517.021(8), F.S.
25 S. 517.021(14), F.S.
26 S. 517.021(3), F.S.
STORAGE NAME: pcs0311.IBS PAGE: 4
DATE: 1/16/2024
Boiler room is amended to mean an enterprise in which two or more persons in a common
scheme or enterprise solicit potential investors through telephone calls, electronic mail, text
messages, social media, chat rooms, or other electronic means.
Dealer is restructured into subparagraphs for clarification.
Federal covered adviser is amended to update cross-references.
Investment adviser is amended as follows:
o Reduces the threshold number of clients triggering registration from 15 clients to 6.
o Deletes the exclusion applicable to a person whose transactions in this state are limited
to those transactions described in s. 222(d) of the Investment Advisers Act of 1940.
o Provides an exclusion for the U.S., a state, a political subdivision of a state, or an
agency, authority, or instrumentality of one or more of the foregoing, or a business entity
that is wholly owned by one or more of the foregoing, or an officer, agent, or employee
of any of the foregoing acting as such in the course of his or her official duty. 27
The bill adds the following definitions:
Angel investor group28 means a group of accredited investors 29 that holds regular meetings and
has defined processes and procedures for making investment decisions, individually or among
the membership of the group, and that is not an associated person, affiliate, or an agent of a
dealer or investment adviser.
Business entity30 means a corporation, partnership, limited partnership, limited liability company,
proprietorship, firm, enterprise, franchise, association, self-employed individual, or trust,
whether fictitiously named or not, doing business in this state.
Exempt Securities
Background
It is unlawful and a violation of the Act for any person to sell or offer to sell an unregistered security
within Florida unless the security is exempt under s. 517.051, F.S., or such sale or offering is otherwise
exempt from the registration requirements of the Act.31
The exempt securities provided in the Act are self-executing and do not require any filing with OFR
prior to claiming an exemption.32 A person who claims entitlement to any of the exempt securities bears
the burden of proving such entitlement in any proceeding brought under the Act.33
27 An example of this type of entity is the State Board of Administration of Florida (SBA), which is an asset management
organization primarily responsible for investing state and local government assets. See Office of Program Policy Analysis
and Government Accountability, State Board of Administration of Florida,
https://oppaga.fl.gov/ProgramSummary/ProgramDetail?programNumber=4040 (last visited Jan. 8, 2024).
28 This definition has been added for purposes of the newly created s. 517.0615, F.S., relating to solicitation of interest.
29 An accredited investor is an individual or a business entity that is allowed to trade securities that may not be registered
with financial authorities. They are entitled to this privileged access by satisfying at least one requirement regarding their
income, net worth, asset size, governance status, or professional experience. The term is used by the SEC under
Regulation D to refer to investors who are financially sophisticated and have a reduced need for the protection provided
by regulatory disclosure filings.” Adam Hayes, Accredited Investor Defined: Understand the Requirements,
https://www.investopedia.com/terms/a/accreditedinvestor.asp (last visited Jan. 8, 2024).
30 This definition has been added to expand the scope of entities subject to the provisions of the Act.
31 S. 517.07, F.S.
32 S. 517.051(1), F.S.
33 Id.
STORAGE NAME: pcs0311.IBS PAGE: 5
DATE: 1/16/2024
Effect of the Bill
Securities Issued by the U.S., a U.S. Territory, a State, etc.
Currently, a security issued or guaranteed by the U.S. or any territory or insular possession of the U.S.,
by the District of Columbia, or by any state of the U.S. or by any political subdivision or agency or other
instrumentality thereof, is exempt from registration.34
The bill clarifies that a person may not directly or indirectly offer or sell securities, other than general
obligation bonds if the issuer or guarantor is in default or has been in default any time after December
31, 1975, as to principal or interest (with respect to an obligation issued by the issuer or successor of
the issuer; or with respect to an obligation guaranteed by the guarantor or successor of the guarantor),
except by an offering circular containing a full and fair disclosure as prescribed by Commission rule.
Further, the bill provides that the foregoing does not apply to a security that is an industrial or
commercial development bond, unless payments are made or unconditionally guaranteed by a person
whose securities are exempt from registration under s. 18(b)(1) of the Securities Act of 1933, as
amended (1933 Act).
Securities Issued by and Representative of an Interest in Certain Institutions
Currently, a security that is issued or guaranteed by a national bank, a federally chartered savings and
loan association, or a federally chartered savings bank; any federal land bank, joint-stock land bank, or
national farm loan association under the provisions of the Federal Farm Loan Act of July 17, 1916; an
international bank of which the U.S. is a member; or a corporation created and acting as an
instrumentality of the U.S. government is exempt.35
The bill removes this exemption in its entirety. In its place, the bill provides an exemption for a security
that is issued by and represents, or will represent, an interest in or a direct obligation of, or that is
guaranteed by:
An international bank of which the U.S. is a member;
A bank organized under the laws of the U.S.;
A member bank of the Federal Reserve System; or
A depository institution for which a substantial portion of the business consists or will consist of
receiving deposits or share accounts that are insured to the maximum amount authorized by
statute by the FDIC or the National Credit Union Share Insurance Fund.
Securities Issued by a Business Entity Owning a Railroad, Common Carrier, Etc.
Currently, a security issued or guaranteed, as to principal, interest, or dividend, by a corporation owning
or operating a railroad, other common carrier, or any other public service utility (provided certain
circumstances are met) is exempt from registration.36 The bill replaces the term “corporation” with the
term “business entity” to expand the scope of entities subject to the exemption.
Shares of a Residential Cooperative
The bill clarifies that shares or other equity interests of a business entity which represent ownership, or
entitle the holders of such shares or other equity interests to possession and occupancy, of specific
apartment units in property owned by such business entity and organized and operated on a
cooperative basis, solely for residential purposes, is exempt from registration requirements.37
34 S. 517.051(1), F.S.
35 S. 517.051(3), F.S.
36 S. 517.051(4), F.S.
37 The residential cooperative exemption is currently a transaction exemption in s. 517.061(14), F.S. The bill moves the
exemption to the section of the Act relating to exempt securities, rather than exempt transactions, for clarification
purposes. See The Florida Bar Business Law Section, supra note 1, at p. 12-13.
STORAGE NAME: pcs0311.IBS PAGE: 6
DATE: 1/16/2024
Interest in a Not-for-Profit Membership Entity Operated as a Cooperative
The bill also establishes a new exemption for a member’s or owner’s interest in a not-for-profit
membership entity operated either as a cooperative under the cooperative laws of a state or in
accordance with the applicable provisions of the IRC. However, the exemption only applies to a
member’s or owner’s interest or like security sold or transferred to a bona fide member of the not-for-
profit membership entity or a person who becomes a bona fide member of the not-for-profit
membership entity at the time of or in connection with the sale or transfer.
Note, Draft, Bill of Exchange, or Banker’s Acceptance Meeting Certain Requirements
Currently, a note, draft, bill of exchange, or banker’s acceptance having a unit amount of $25,000 or
more which arises out of a transaction, or the proceeds of which have been used for current
transactions, and which has a maturity period at the time of issuance not exceeding 9 months exclusive
of days of grace, or any renewal thereof which has a maturity period likewise limited, is exempt.38 This
applies only to prime quality negotiable commercial paper of a type not ordinarily purchased by the
general public (i.e., paper issued to facilitate well-recognized types of current operational business
requirements and of a type eligible for discounting by Federal Reserve banks). 39
The bill removes this exemption in its entirety, subjecting the type of security described therein to
registration, unless exempted otherwise.
Securities Issued by an Entity Organized for Religious, Educational or Similar Purpose
Currently, a security issued by a corporation organized and operated exclusively for religious,
educational, benevolent, fraternal, charitable, or reformatory purposes and not for pecuniary profit, no
part of the net earnings of which inures to the benefit of any private stockholder or individual, or any
security of a fund that is excluded from the definition of an investment company under s. 3(c)(10)(B) of
the Investment Company Act of 1940, is exempt from registration.40
The bill replaces the term “corporation” with “business entity” to expand the scope of entities subject to
the exemption. Additionally, the bill amends the reference to the Investment Company Act of 1940 to
include the phrase “as amended” to incorporate by reference any amendments to the Act as of the
effective date of the bill.
Exempt Transactions
Background
It is unlawful and a violation of the Act for any person to sell or offer to sell a security within Florida
unless the security is exempt under the Act, or such sale or offering is otherwise exempt from the
registration requirements of s. 517.061, F.S.41
38 S. 517.051(8), F.S.
39 Id.
40 S. 517.051(9), F.S.
41 S. 517.071, F.S.
STORAGE NAME: pcs0311.IBS PAGE: 7
DATE: 1/16/2024
Current law provides over twenty transactions that are exempt from the registration requirements of the
Act.42 Examples include:
Securities issued in exchange for one or more outstanding securities, claims, or property
interests at any judicial, executor’s, administrator’s, guardian’s, or conservator’s sale, or at any
sale by a receiver or trustee in insolvency or bankruptcy; 43
Certain isolated sales or offers for sale of securities when made by or on behalf of a vendor not
the issuer or underwriter of the securities who, being the bona fide owner of such securities,
disposes of his or her own property for his or her own account; 44
The distribution by a corporation, trust, or partnership, actively engaged in the business
authorized by its charter, or other organizational articles or agreement, of securities to its
stockholders or other equity security holders, partners, or beneficiaries as a stock dividend or
other distribution out of earnings or surplus;45
The distribution of the securities of an issuer exclusively among its own security holders, when
no commission or other remuneration is paid or given in connection with the sale or distribution
of such additional securities;46
The offer or sale of securities from one corporation to another corporation provided that the sale
price of the securities is $500,000 or more and the buyer and seller corporations each have
assets of $500,000 or more;47 and
The offer or sale of securities under a bona fide employer-sponsored stock option, stock
purchase, pension, profit-sharing, savings, or other benefit plan when offered only to employees
of the sponsoring organization or to employees of its controlled subsidiaries. 48
These exemptions are self-executing and do not require any filing with OFR prior to claiming an
exemption.49 A person who claims entitlement to such an exemption bears the burden of proving such
entitlement in any proceeding brought under the Act.50
NASAA ACCREDITED INVESTOR EXEMPTION
The North American Securities Administrators Association (NASAA) is a voluntary, international,
association whose membership consists of 67 state, provincial, and territorial securities
administrators.51 Formed in 1919, NASAA is the “oldest international organization devoted to investor
protection.”52 NASAA advocates on behalf of state securities agencies in the United States that are
responsible for capital formation and investor protection. 53 NASAA also coordinates training and
education seminars for securities agency staff54 and creates model rules for implementation amongst
its members.55
On April 27, 1997, NASAA members voted to approve a “Model Accredited Investor Exemption,” which
exempts the offer or sale of a security by an issuer from the security registration process in a
transaction meeting certain requirements.56 Specifically, the exemption limits the sale of securities to
42 S. 517.061, F.S.
43 S. 517.061(1), F.S.
44 S. 517.061(3), F.S.
45 S. 517.061(4), F.S.
46 S. 517.061(6), F.S.
47 S. 517.061(7), F.S.
48 S. 517.061(15), F.S.
49 S. 517.061(1), F.S.
50 Id.
51 NASAA, Welcome to NASAA, https://www.nasaa.org/about-us/ (last visited Jan. 2, 2024).
52 Id.
53 Id.
54 Id.
55 See NASAA, NASAA Model Rule on Investment Adviser Representative Continuing Education (Model Rule 2002-
411(h) or 1956-204(B)(6)-CE ), https://www.nasaa.org/wp-content/uploads/2020/10/ NASAA-IAR-CE-Model-Rule.pdf (last
visited Jan. 2, 2024).
56 Office of Financial Regulation, supra note 16, at p. 17.
STORAGE NAME: pcs0311.IBS PAGE: 8
DATE: 1/16/2024
accredited investors and the issuer must not be subject to disqualification.57 The exemption also
requires that an issuer file a notice of transaction, a consent to service of process, and a copy of the
general announcement with the regulatory authority within 15 days after the first sale in the state.58 The
majority of states have adopted this accredited investor exemption.59
UNIFORM SECURITIES ACT
The Uniform Securities Act (USA) is a model act developed by the Uniform Law Commissioners.60 The
USA was first created in 1956 and was later amended in 1985 and again in 2002.61 Most states’
securities laws are based, to some degree, on the three variations of the USA (i.e., most states have
either adopted one of these variations or used one variation as the basis for their statutes). 62
Effect of the Bill
The bill reorganizes the portion of the Act relating to exempt transactions to group like transactions
together and to generally modernize the type of transactions exempt thereunder in accordance with
developments in federal securities laws and other states’ securities laws.
Specifically, the bill adds an exemption for sales of securities effected through assignments for the
benefit of creditors. The bill also creates a new exemption for a transaction involving a security issued
in exchange, except in a case under Title 11 of the United States Code, for one or more bona fide
outstanding securities, or property interests, or partly in such exchange and partly for cash, if the terms
and conditions are approved by certain governmental entities after a hearing upon the fairness of such
terms and conditions and at which all parties to the exchange have a right to appear.
The bill also:
Expands the current exemption63 related to a transaction involving the distribution of securities
among an issuer’s own security holders to include persons that at the date of the transaction are
holders of options and all types of warrants;
Replaces the terms “corporation, trust, or partnership” with the more expansive term “business
entity” throughout for consistency;
Requires, under the current exemption related to the offer or sale of securities from one
corporation to another pursuant to a vote,64 that the issuer is parties to the reorganization, and
eliminates the requirement that the security holders consent to the sale of such securities;65
Expands the current exemption relating to employer-sponsored stock option plans 66 to include
any securities, plan interests, and guarantees issued under a compensatory benefit plan or
compensation contract, and requires that the employee benefit plan be contained in a record
established by the issuer, its parents, its majority-owned subsidiaries, or the majority-owned
subsidiaries of the issuer’s parent for the participation of their employees;
Eliminates the requirement, under the exemption relating to the offer or sale of securities to a
financial institution,67 that the Commission define “institutional buyer,” and makes the current
caveat on the exemption that the offers or sales of securities cannot be for the direct or indirect
promotion of any scheme or enterprise with the intent of violating or evading the Act generally
applicable to all exemptions, not just this one; and
57 Id.
58 Id.
59 Id.
60 NASAA, Uniform Securities Acts, https://www.nasaa.org/industry-resources/uniform-s ecurities-acts/ (last visited Jan. 8,
2024).
61 Id.
62 Id.
63 S. 517.061(6), F.S.
64 S. 517.061(9), F.S.
65 This requirement is not eliminated entirely. The requirement for security holders’ consent is a matter of corporate law
and already covered under Florida’s corporate laws, and therefore unnecessary to include it in the Act.
66 S. 517.061(15), F.S.
67 S. 517.061(11)(a), F.S.
STORAGE NAME: pcs0311.IBS PAGE: 9
DATE: 1/16/2024
Removes the provision prohibiting the payment of a commission or compensation for the sale of
the securities in certain circumstances relating to the offer or sale, by or on behalf of an issuer,
of its own securities, where there are no more than 35 purchasers, as the Act already prohibits
any commission payment except to a registered dealer.
The bill also incorporates NASAA’s model accredited investor exemption. Sales of securities may only
be made to persons who are, or the issuer reasonably believes are, accredited investors. The
exemption is not available to an issuer that is in the development stage and that has no specific
business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition
with an unidentified company or other entity or person.68
Additionally, the bill:
Adds a secured party69 to those eligible to participate in exempt transactions related to
liquidation of a debt secured by a security;
Creates an exemption for nonissuer transactions with a covered adviser, managing investments
in excess of $100 million, acting in the exercise of discretionary authority in a signed record for
the accounts of others; and
Allows the Commission to recognize by rule clearinghouses able to clear option transactions for
purposes of the exemption described above; requires that the underlying security is purchased
or sold on a recognized security exchange registered under the 1934 Act and to eliminate the
possibility that the underlying security instead be quoted on the National Association of
Securities Dealers Automated Quotation System.70
The bill also creates an exemption for certain transactions based on the USA. Nonissuer transactions in
an outstanding security by or through a dealer registered or exempt from registration are exempt if two
conditions are met. First, the issuer must be a reporting issuer in Canada or in a foreign jurisdiction
designated by Commission rule and the issuer has been subject to continuous reporting requirements
for not less than 180 days before the transaction; and second, the security is listed on The Toronto
Stock Exchange, Inc. or on a foreign jurisdiction’s securities exchange that has been designated by
Commission rule, or is a security of the same issuer that is of senior or substantially equal rank to the
listed security or is a warrant or right to purchase or subscribe to any of the foregoing. The bill provides
that OFR may revoke any designation of a securities exchange if OFR finds that revocation is
necessary or appropriate in the public interest and for the protection of investors.71
Intrastate Crowdfunding
Background
Florida’s intrastate crowdfunding exemption currently provides that an offer or sale of a security that is
conducted in accordance with certain statutory requirements is an exempt transaction under the Act.72
However, this exemption may not be used in conjunction with any other exemption under the Act.73
68 Id. at 20.
69 S. 517.061(2), F.S.
70 Id. at 20-21.
71 Id. at 21.
72 S. 517.0611(2), F.S.
73 Id.
STORAGE NAME: pcs0311.IBS PAGE: 10
DATE: 1/16/2024
The exemption requires that the offer or sale of securities be conducted in accordance with the
requirements of the federal exemption for intrastate offerings in s. 3(a)(11) of the 1933 Act and SEC
Rule 147.74 Further, the exemption requires that an issuer:
Be a for-profit business entity formed under the laws of the state, be registered with the
Secretary of State, maintain its principal place of business in the state, and derive its revenues
primarily from operations in the state;
Conduct transactions for the offering through a dealer or intermediary registered with OFR;
Not be, either before or as a result of the offering, an investment company or subject to the
reporting requirements of s. 13 or s. 15(d) of the 1934 Act;
Not be a company with an undefined business operation, a company that lacks a business plan,
a company that lacks a stated investment goal for the funds being raised, or a company that
plans to engage in a merger or acquisition with an unspecified business entity;
Not be subject to a disqualification established by the Commission or OFR or a disqualification
described in s. 517.1611, F.S., or SEC Rule 506(d). Each director, officer, person occupying a
similar status or performing a similar function, or person holding more than 20% of the shares of
the issuer, is subject to this requirement;
Execute an escrow agreement with a federally insured financial institution authorized to do
business in the state for the deposit of investor funds, and ensure that all offering proceeds are
provided to the issuer only when the aggregate capital raised from all investors is equal to or
greater than the target offering amount; and
Allow investors to cancel a commitment to invest within 3 business days before the offering
deadline, as stated in the disclosure statement, and issue refunds to all investors if the target
offering amount is not reached by the offering deadline. 75
Under this exemption, an issuer must provide investors and the dealer or intermediary, along with a
copy to OFR at the time that the notice is filed, and make available to potential investors through the
dealer or intermediary, a disclosure statement containing material information about the issuer and the
offering, which must include certain specified information. 76
The issuer must also provide OFR with a copy of the escrow agreement with a financial institution
authorized to conduct business in this state.77 All investor funds must be deposited in the escrow
account.78 The escrow agreement must require that all offering proceeds be released to the issuer only
when the aggregate capital raised from all investors is equal to or greater than the minimum target
offering amount specified in the disclosure statement as necessary to implement the business plan, and
that all investors will receive a full return of their investment commitment if that target offering amount is
not raised by the date stated in the disclosure statement. 79
Currently, offerings are limited to $1 million, and offers or sales to a person owning 20% or more of the
outstanding shares of any class or classes of securities or to an officer, director, partner, or trustee, or a
person occupying a similar status, do not count toward this limitation. 80 Moreover, sales of securities to
non-accredited investors in a 12-month period may not exceed:
The greater of $2,000 or 5% of the annual income or net worth of such investor, if the annual
income or the net worth of the investor is less than $100,000; or
10% of the annual income or net worth of such investor, not to exceed a maximum aggregate
amount sold of $100,000, if either the annual income or net worth of the investor is equal to or
exceeds $100,000.81
OFR may summarily suspend a notice filing if the payment for the filing is dishonored by the financial
institution upon with which the funds are drawn or if the issuer made a material false statement in the
74 S. 517.0611(3), F.S.
75 S. 517.0611(4), F.S.
76 S. 517.0611(7), F.S.
77 S. 517.0611(8), F.S.
78 Id.
79 Id.
80 S. 517.0611(9), F.S.
81 S. 517.0611(10), F.S.
STORAGE NAME: pcs0311.IBS PAGE: 11
DATE: 1/16/2024
issuer’s notice-filing.82 A material false statement made in the issuer’s notice-filing results in a final
order by OFR revoking the notice-filing, issuing a fine and permanent bar to the issuer and all owners,
officers, directors, and control persons, or any person occupying a similar status or performing a similar
function of the issuer.83
The Act also provides certain requirements for intermediaries, 84 as well as prohibited activities for
intermediaries.85
INVEST GEORGIA EXEMPTION
The Invest Georgia Exemption (IGE) was created in 2011 by the Georgia’s Commissioner of
Securities.86 IGE allows for-profit businesses formed under Georgia law or properly registered to
transact business in Georgia to raise up to $5 million in a single offering. 87 IGE filers can sell up to
$10,000 in securities to non-accredited Georgia investors, and can sell up to the offering limit to
accredited Georgia investors.88
Businesses qualify for the IGE program if 80% of gross revenues are derived from Georgia; 80% of
assets are held in Georgia; 80% of the offering’s proceeds are used in Georgia; or a majority of the
issuer’s employees are based in Georgia.89
Qualifying businesses are able to send out general solicitations to potential investors but can only offer
and sell to Georgia residents.90 Further, IGE does not set limitations on the securities offered; rather,
IGE gives the issuer the freedom to set their own valuation for issuing equity or convertible notes,
loans, etc.91
According to Georgia’s Division of Securities, IGE has been successfully used by breweries, medical
technology firms, real estate firms, manufacturers, restaurants, entertainment, and other businesses. 92
Over 100 companies have used IGE since its inception in 2011. 93
Effect of the Bill
The bill renames the “Florida Intrastate Crowdfunding Exemption” to “The Florida Limited Offering
Exemption,” allows the exemption to be used in conjunction another exemption, and allows any for-
profit business entity that is principally located in and gets its primary revenue within Florida, rather than
only Florida corporations so located and funded, to use the exemption.
82 S. 517.0611(12)(a),F.S.
83 S. 517.0611(12)(b),F.S.
84 See S. 517.0611(13), F.S.
85 See S. 517.0611(14), F.S.
86 Georgia Secretary of State Securities Division, Invest Georgia Exemption, https://sos.ga.gov/sites/default/files/2023-
05/IGE%20pamplet-web.pdf (last visited Jan. 10, 2024).
87 Id.
88 Id.
89 Id.
90 Id.
91 Id.
92 Id.
93 Id.
STORAGE NAME: pcs0311.IBS PAGE: 12
DATE: 1/16/2024
The bill:
Allows issuers conducting an offering of $2.5 million or less to conduct transactions without a
dealer or intermediary registered with OFR, and requires that issuers conducting an offering of
$2.5 million or more use a dealer or intermediary;
Increases the offering limit under this exemption from $1 million to $5 million;
Adds managers, managing members, or general partners to the list of those persons that do not
count toward the offering limitation; and
Replaces the term “shares” with “equity interests.”
The bill eliminates the requirement to execute a third-party escrow agreement. It also requires that
investor funds be deposited in an account in a federally insured financial institution and maintained in
the account until the target offering amount has been reached, the offering has been terminated, or the
offering has expired, and requires the issuer to refund all funds to investors within 10 business days if
the target offering amount is not reached or the offering is terminated or expires.
The bill also:
Eliminates a required attestation that the issuer and certain other related persons are not
currently and have not been within the past 10 years the subject of regulatory or criminal actions
involving fraud or deceit;
Reduces the number of days in which an issuer must amend the notice it submitted to OFR
from 30 days after any information becomes inaccurate to 10 business days after any material
information becomes inaccurate;
Allows the issuer to engage in general advertising and general solicitation of the offer to
prospective investors, provided certain conditions are met; and
Requires that the issuer provide the names of managers, managing members, and general
partners and the ownership percentage of each person holding more than 20% of the issuer’s
equity interests.
It limits the amount of securities that can be sold by an issuer to an unaccredited investor to $10,000,
rather than an amount that is a computation based on personal income or net worth. This bill also
eliminates a required annual report to investors and OFR.
The bill retains the current substantive disclosure obligations of issuers to prospective investors.
However, because of the change in maximum offering amounts and universal revisions to include
control persons of certain entities, the financial disclosure obligations have been revised for differing
offering amounts, clarified as to the required types of financial statements, and updated to conform with
technical changes in federal securities laws.
Further, it allows a purchaser to void any sale made pursuant to this section by notifying the issuer that
the purchaser expressly voids the purchase within 3 days after the first tender of consideration is made
by such purchaser to the issuer. The purchaser’s notice must be sent by email, certified mail, or
overnight delivery service with proof of delivery.
Florida Invest Local Exemption
Effect of the Bill
The bill creates a new intrastate offering exemption, based in part on Georgia’s IGE program. The
offering is limited to $500,000 and any one investor may not invest more than $10,000 unless the
investor is accredited, a specified employee, or a 10% or more shareholder. Under this exemption, an
offer or sale of security by an issuer is exempt from the Act if the following conditions are met:
An issuer must be a for-profit business entity registered with the Department of State with its
principal place of business in this state.
The issuer may not be, before or as a result of the offering:
o An investment company;
o Subject to the reporting requirements of the 1934 Act;
STORAGE NAME: pcs0311.IBS PAGE: 13
DATE: 1/16/2024
o A business entity with an undefined business plan, that lacks a business plan, that lacks
a stated investment goal for the funds being raised, or that plans to engage in a merger
or acquisition with an unspecified business entity; or
o Disqualified pursuant to s. 517.0616, F.S.94
Further, the transaction must meet the requirements of the federal exemption for intrastate
offerings in s. 3(a)(11) of the 1933 Act and SEC Rule 147 or SEC Rule 147A.
An issuer may engage in general advertising and general solicitation. However, any general advertising
or general announcement must state that the offer is limited and open only to residents of this state and
is subject to the enforcement provisions of the Act.
A purchaser must receive, at least 3 business days before any binding commitment to purchase or
consideration paid, a disclosure document that provides material information of the issuer, which
includes, but is not limited to, certain specified information under the exemption. All funds received from
investors must be deposited into a bank or depository institution authorized to do business in this state
and funds may not be withdrawn until the target offering amount has been received. 95
The issuer must file a notice of the offering and the disclosure document with OFR on a form prescribed
by Commission rule no less than 5 business days before the offering commences. A purchaser may
void any sale made pursuant to this section by notifying the issuer that the purchaser expressly voids
the purchase within 3 days after the first tender of consideration is made by such purchaser to the
issuer. The purchaser’s notice must be sent by email, hand delivery, courier service, or other method
with proof of delivery.
Demo Day Presentations and “Testing the Waters”
Background
On November 2, 2020, the SEC adopted amendments to facilitate capital formation and increase
opportunities for investors by expanding access to capital for small and medium-sized businesses and
entrepreneurs across the United States.96 The amendments affected various rules and requirements,
including adding SEC Rule 148, relating to “demo day” communications and SEC Rule 241, relating to
an issuer’s ability to “test the waters” to determine whether there is any interest in a contemplated
offering.97
SEC RULE 148
New SEC Rule 14898 provides that certain “demo day” communications 99 will not be deemed a general
solicitation or general advertising.100 Under this rule, an issuer will not be deemed to have engaged in
general solicitation if the communications are made in connection with an event sponsored by a
college, university, or other institution of higher education, a state or local government or instrumentality
thereof, a nonprofit organization, or an angel investor group. However, certain conditions must be
satisfied, such as limits on the sponsor’s activities, a requirement that the advertising for the event not
94 Created by the bill, proposed s. 517.0616, F.S., provides that certain registration exemptions are not available to an
issuer that would be disqualified under SEC Rule 506(d) at the time the issuer makes an offer for the sale of a security.
95 Id. at p. 25.
96 U.S. Securities and Exchange Commission, Facilitating Capital Formation and Expanding Investment Opportunities by
Improving Access to Capital in Private Mark ets, https://www.sec.gov/corpfin/facilitating-capital-formation-secg (last visited
Jan. 8, 2024).
97 Id.
98 17 C.F.R. 230.148.
99 For purposes of SEC Rule 148, “communications” mean communications made in connection with an event sponsored
by a group or entity that invites issuers to present their businesses to potential investors with the aim of securing
investment. See U.S. Securities and Exchange Commission, supra note 96.
100 Id.
STORAGE NAME: pcs0311.IBS PAGE: 14
DATE: 1/16/2024
reference any specific offering of securities by the issuer, and limits on the information conveyed at the
event regarding the offering of securities by or on behalf of the issuer. 101
SEC RULE 241
SEC Rule 241102 permits an issuer, or any person authorized to act on behalf of an issuer, to
communicate orally or in writing to determine whether there is any interest in a contemplated exempt
offering prior to deciding on the exemption it plans to use.103 The new rule requires such generic
“testing the waters” materials, also known as solicitations of interest, to state that:
The issuer is considering an offering of securities exempt from registration under the 1933 Act,
but has not determined a specific exemption from registration the issuer intends to rely on for
the subsequent offer and sale of the securities;
No money or other consideration is being solicited, and if sent in response, will not be accepted;
No offer to buy the securities can be accepted and no part of the purchase price can be
received until the issuer determines the exemption under which the offering is intended to be
conducted and, where applicable, the filing, disclosure, or qualification requirements of such
exemption are met; and
A person’s indication of interest involves no obligation or commitment of any kind. 104
The communication may include a means for a person to indicate interest in a potential offering and an
issuer may require such indication to include the person’s name, address, telephone number, and email
address.105 SEC Rule 241 also requires that the generic solicitation materials be made publicly
available as an exhibit to the offering materials filed with the SEC if a Regulation A106 or Regulation
Crowdfunding107 offering is commenced within 30 days of the generic solicitation, and that an issuer
provide purchasers with the materials if the issuer sells securities under Rule 506(b) within 30 days of
the generic solicitation of interest to any purchaser that is not an accredited investor. 108
Effect of the Bill
The bill allows issuers to engage in solicitation of potential investors under specified limited conditions.
In doing so, the bill adopts SEC Rule 148 that provides for issuer presentation at a specified form of a
“demo day” meeting that is sponsored by one of the specified organizations. The bill also adopts SEC
Rule 241, allowing issuers to “test the waters” before making any offering to determine whether the
time, energy, and expense of a possible offering would be worthwhile. Both provisions allow a potential
issuer to evaluate the viability of an offering and accordingly avoid unnecessary time and expense. All
communications made under these provisions are subject to the anti-fraud provisions of the Act.109
Registration Procedures
Background
All securities required by the Act to be registered before being sold in Florida and not entitled to
registration by notification must be registered in the manner provided by Act.110 OFR receives and
reviews the applications for securities to be registered, and the Commission may prescribe forms on
101 Id.
102 17 C.F.R. 230.241.
103 U.S. Securities and Exchange Commission, supra note 96.
104 Id.
105 Id.
106 SEC Regulation A establishes two tiers of offerings that are exempt from registration under the 1933 Act. See U.S.
Securities and Exchange Commission, supra note 96.
107 The SEC Regulation Crowdfunding provides an exemption from registration for certain securities offerings that solicit
relatively small individual investments or contributions from a large number of investors. Id.
108 U.S. Securities and Exchange Commission, supra note 96.
109 The Florida Bar Business Law Section, supra note 1, at p. 56.
110 S. 517.081(1), F.S.
STORAGE NAME: pcs0311.IBS PAGE: 15
DATE: 1/16/2024
which such applications are to be submitted.111 Applications must be signed by the applicant, sworn to
by any person having knowledge of the facts, and filed with OFR.112
OFR may require the applicant to submit to the following information concerning the issuer and such
other relevant information as OFR may need to ascertain whether such securities shall be registered
under the Act:
The names and addresses of:
o All the directors, trustees, and officers, if the issuer is a corporation, association, or trust.
o All the managers or managing members, if the issuer is a limited liability company.
o All the partners, if the issuer is a partnership.
o The issuer, if the issuer is a sole proprietorship or natural person.
The location of the issuer’s principal business office and of its principal office in this state, if any.
The general character of the business actually to be transacted by the issuer and the purposes
of the proposed issue.
A statement of the capitalization of the issuer.
A balance sheet showing the amount and general character of its assets and liabilities on a day
not more than 90 days prior to the date of filing such balance sheet or such longer period of
time, not exceeding 6 months, as OFR may permit at the written request of the issuer on a
showing of good cause therefor.
A detailed statement of the plan upon which the issuer proposes to transact business.
A statement of the amount of the issuer’s income, expenses, and fixed charges during the last
fiscal year or, if in actual business less than 1 year, then for such time as the issuer has been in
actual business.
A statement of the issuer’s cash sources and application during the last fiscal year or, if in actual
business less than 1 year, then for such time as the issuer has been in actual business.
A statement showing the maximum price at which such security is proposed to be sold, together
with the maximum amount of commission, including expenses, or other form of remuneration to
be paid in cash or otherwise, directly or indirectly, for or in connection with the sale or offering
for sale of such securities.
A copy of the opinion or opinions of counsel concerning the legality of the issue or other matters
which OFR may determine to be relevant to the issue.
A detailed statement showing the items of cash, property, services, patents, good will, and any
other consideration in payment for which such securities have been or are to be issued.
The amount of securities to be set aside and disposed of and a statement of all sec urities
issued from time to time for promotional purposes.113
OFR may also require the applicant to submit a copy of the securities certificate, if applicable, and a
copy of any circular, prospectus, advertisement, or other description of such securities. 114 The
Commission shall adopt a form for a simplified offering circular to register securities that are sold in
offerings in which the aggregate offering price in any consecutive 12-month period does not exceed $5
million.115 This is synonymous with a Small Company Offering Registration (SCOR) under the 1933
Act.116 To qualify for use of the simplified offering circular, the issuer must:
Agree to provide OFR with an annual financial report containing a balance sheet as of the end
of the issuer’s fiscal year and a statement of income for such year (and if the issuer has more
than 100 security holders at the end of a fiscal year, the financial statements must be audited);
and
Annual financial reports must be filed with OFR within 90 days after the close of the issuer’s
fiscal year for each of the first 5 years following the effective date of the registration. 117
111 S. 517.081(2), F.S.
112 S. 517.081(2), F.S.
113 S. 517.081(3), F.S.
114 S. 517.081(3)(g)1., F.S.
115 S. 517.081(3)(g)2., F.S.
116 The Florida Bar Business Law Section, supra note 1, at p. 59.
117 S. 517.081(3)(g)2., F.S.
STORAGE NAME: pcs0311.IBS PAGE: 16
DATE: 1/16/2024
Further, if the issuer is a corporation, a copy of its articles of incorporation with all amendments and of
its existing bylaws, if not already on file, must be filed with OFR. If the issuer is a limited liability
company, a copy of the articles of organization with all the amendments and a copy of the company’s
operating agreement as may be amended, if not already on file, must be filed with OFR. If the issuer is
a trustee, a copy of all instruments by which the trust is created or declared and in which it is accepted
and acknowledged must be filed with OFR. If the issuer is a partnership, unincorporated association,
joint-stock company, or any other form of organization whatsoever, a copy of its articles of partnership
or association and all other papers pertaining to its organization, if not already on file, must be filed with
OFR.118
An issuer filing an application must, at the time of filing, pay OFR a nonreturnable fee of $1,000 per
application for each offering that exceeds $5 million, or $200 per application for each offering that does
not exceed $5 million.119
If upon examination of an application OFR finds that the sale of the security would not be fraudulent,
that the terms of the sale of such securities would be fair, just, and equitable, and that the enterprise or
business of the issuer is not based upon unsound business principles, OFR must record the registration
of such security in the register of securities.120 Thereafter, such registered security may be sold by any
registered dealer, subject, however, to the further order of OFR.121
The OFR must consider a filed application abandoned if the issuer or any person acting on behalf of the
issuer has failed to timely complete an application specified by Commission rule.122
Effect of the Bill
The bill:
Consolidates the provisions of the Act relating to the Commission’s rule-making authority for
registration procedures;
Eliminates the requirement for 5 years of annual reports and audited financial statements
applicable to simplified securities offerings that use the SCOR registration method; and
Eliminates the prohibition against a person using the SCOR registration method for the resale of
securities, which will allow non-control persons to resell securities through a Florida-based
registration process.123
Consent to Service
Background
The Act requires an issuer, upon any initial application for registration under the Act or upon request of
OFR, to file with such application the irrevocable written consent to service. 124 The written consent must
be authenticated by the seal of said issuer (if it has a seal), and by the acknowledged signature of a
member of the co-partnership or company, or by the acknowledged signature of any officer of the
incorporated or unincorporated association, and such consent to service must be duly authorized by
resolution of the board of directors, trustees, or managers of the corporation or association (and such
resolutions must be filed as a certified copy with the written consent to service). 125
Effect of the Bill
The bill expands the type of persons who are eligible to sign the written consent on behalf of a business
entity to include directors, managers, managing members, general partners, trustees, or officers of the
118 S. 517.081(3)(n),F.S.
119 S. 517.081(6), F.S.
120 S. 517.081(7), F.S.
121 S. 517.081(7), F.S.
122 S. 517.081(8), F.S.
123
124 S. 517.101, F.S.
125 S. 517.101(1), F.S.
STORAGE NAME: pcs0311.IBS PAGE: 17
DATE: 1/16/2024
issuer. The bill also expands the persons who can authorize the signer to execute the written consent
to include the issuer’s general partners and managing members.
Securities Guaranty Fund
Background
The Act establishes Florida’s Securities Guaranty Fund (SGF). 126 The SGF provides financial
assistance to persons who are adjudged by a court to have suffered monetary damages as a result of a
violation of ss. 517.07 or 517.301, F.S., committed by a dealer, investment adviser, or associated
person who was licensed under the Act at the time the violation occurred.127 The SGF is funded by a
percentage of revenues received as assessment fees by OFR. 128
For a person to be eligible to receive payment from the SGF, the following requirements must be met:
The act for which recovery is sought occurred on or after January 1, 1979;
The person has received final judgement from a court that a violation of ss. 517.07 or 517.301,
F.S., occurred for which monetary damages are awarded;
The person has made all reasonable searches and inquiries to ascertain whether the violator
possesses assets that can be sold in satisfaction of the damages awarded, and in such search
has discovered no or insufficient assets; and
The person has applied any amounts recovered from the violator, or from any other source, to
the damages awarded by the court.129
PAYMENT FROM THE FUND
Any person who meets all the requirements outlined above may apply to OFR for payment to be made
to such person from the SGF in the amount equal to the unsatisfied portion of such person’s judgement
or $10,000, whichever is less, but only to the extent and amount reflected in the judgement as being
actual or compensatory damages, excluding post-judgement interest, costs, and attorney’s fees.130
Among other things, the Act also establishes that:131
Regardless of the number of claims involved, payments for claims shall be limited in the
aggregate to $100,000 against any one dealer, investment adviser, or associated person.
o If the total claims exceed the aggregate limit of $100,000, OFR shall prorate the
payment to each claimant based upon the ration that the person’s claim bears to the
total claims filed.
If the final judgement that gave rise to the claim is overturned in any appeal or any collateral
proceeding, the claimant must reimburse the SGF all amounts paid from the SGF.
o The claimant shall reimburse the SGF all amounts paid from the SGF following any
satisfaction of the final judgement.
o Such reimbursement must be paid to OFR within 60 days after the final resolution of the
appellate or collateral proceedings or the satisfaction of judgement, with the 60-day
period commencing on the date the final order or decision is entered in such
proceedings.
OFR may institute legal proceedings to enforce compliance with the section and with s.
517.131, F.S., to recover money owed to the SGF, and is entitled to recover interest, costs, and
fees in any action brought pursuant to the section in which OFR prevails.
126 S. 517.101, F.S.
127 S. 517.131(1)(a), F.S. See also, Office of Financial Regulation, Statute Review: Biennial Report December 2022
(https://flofr.gov/sitePages/documents/OFR-St atute-Review-Report-2022.pdf), p. 21-22 (last visited Jan 4, 2024).
128 S. 517.131(1)(a), F.S. Specifically, a maximum of 20% of all revenues received as assessment fees pursuant to ss.
517.12(9) and (10), F.S., for dealers and investment advisers (or s. 517.1201 for federal covered advisers), and a
maximum of 10% of all revenues received as assessment fees pursuant to ss. 517.12(9) and (10), F.S., for associated
persons must be part of the regular registration fee and must be transferred to the SGF.
129 S. 517.131(2), F.S.
130 S. 517.131, F.S.
131 S. 517.141, F.S.
STORAGE NAME: pcs0311.IBS PAGE: 18
DATE: 1/16/2024
Moreover, the Act requires a claimant to wait a minimum of two years after filing a claim with OFR
before a payment determination can be made.132
Effect of the Bill
These sections are substantially reorganized and amended to improve usability and clarity. Additionally,
the term “license” is replaced with “registration” for accuracy and the term “Fund” is replaced with
“Securities Guaranty Fund” for consistency throughout ss. 517.131 and 517.141, F.S.
SECURITIES GUARANTY FUND
The bill:
Specifies that the purpose of the SGF is to provide monetary relief to victims of securities
violations under the Act who are entitled to monetary damages or restitution and cannot recover
the full amount of such monetary damages or restitution from the violator.
Defines the term “final judgment” as also including an arbitration award confirmed by a court of
competent jurisdiction.
Requires that a person meet the following conditions to be eligible for payment from the SGF for
acts that occur on or after October 1, 2024:
o The person holds an unsatisfied final judgment in which a violator was found to have
violated s. 517.07, F.S. or s. 517.301, F.S.
o The person has applied any amounts recovered from the judgment debtor, or from any
other source, to the damages awarded by the court or arbitrator.
o The person is a natural person who was a resident of this state or is a business entity
that was domiciled in this state at the time of the violation giving rise to the claim.
o In making the above changes, the bill eliminates the ability of OFR to waive certain
requirements under the section, and the requirement that the claimant make all
reasonable searches and inquiries to ascertain whether the judgment debtor possesses
real or personal property or other assets subject to being sold or applied in satisfaction
of the judgment.
Prohibits a person from being eligible for payment from the Fund if the person has:
o Participated or assisted in a violation of the Act;
o Attempted to commit or committed a violation of the Act; or
o Profited from a violation of the Act
132 S. 517.141(3), F.S.
STORAGE NAME: pcs0311.IBS PAGE: 19
DATE: 1/16/2024
The bill requires that an eligible person, or a receiver on behalf of an eligible person, seeking payment
from the SGF to file a written application. The application must be filed with OFR within 1 year after the
date of the final judgment, the date on which restitution order has been ripe for execution, or the date of
any appellate decision thereon, and the application must contain such information as OFR may require.
Each eligible person or receiver, within 90 days after OFR’s receipt of a complete application, must be
given written notice, personally or by mail, that OFR intends to approve or deny, or has approved or
denied, the application for payment from the SGF. In making this change, the bill eliminates the current
two-year waiting period.
The bill requires an eligible person or receiver to assign all right, title, and interest in the final judgment
or order of restitution, to the extent of such payment to OFR upon receipt of the notice indicating OFR’s
intent to approve an application for payment from the SGF and before any disbursement, rather than
upon receipt of payment. Further, the bill requires OFR to deem an application abandoned if the eligible
person fails to timely complete the application as prescribed by Commission rule.133
PAYMENT FROM THE FUND
The bill increases the amount that an eligible person may recover from the SGF from $10,000 to
$15,000, adds an exception allowing recovery of up to $25,000 if the person is a specified adult.134 The
aggregate limit on claims is also increased from $100,000 to $250,000.
Further, the bill requires:
OFR to submit authorization for payment to the Chief Financial Officer within 30 days after the
approval of an eligible person for payment from the SGF, and allow the Chief Financial Officer’s
designee, to make payments or disbursements from the SGF;
Reimbursements to the SGF be paid to the Department of Financial Services (DFS), rather than
OFR; and
A claimant who knowingly and willfully files (or causes to be filed) an application or any
supporting documentation that contains false, incomplete, or misleading information in any
material aspect forfeits all payments from the SGF. (The bill also specifies that filing such false
documentation is unlawful and a violation of the Act and punishable as provided therein.)
In connection with the above referenced changes, the bill allows DFS, instead of OFR, to institute legal
proceedings to enforce compliance with s. 517.131, F.S., and to recover money owed to the SGF, and
to recover interest, costs, and attorney’s fees in any action brought pursuant to this section in which
DFS prevails. The bill also eliminates the two-year waiting period.
Enforcement by OFR and the Attorney General; Civil Penalties for Violations
Background
When it appears to OFR, whether upon complaint or otherwise, that a person has engaged in any act
constituting a violation of the Act or a rule or order thereunder, OFR may investigate and, if the
evidence is sufficient, may bring an action on behalf of the state against such person. 135
Additionally, OFR may also apply to the court for an order directing the defendant to make restitution of
those sums shown by OFR to have been obtained in violation of the Act. 136 OFR may also petition the
court to impose a civil penalty against the defendant in an amount not to exceed:
133 Office of Financial Regulation, supra note 16, at p. 29.
134 The Act defines “specified adult” as a natural person 65 years of age or older, or a natural person 18 years of age or
older whose ability to perform the normal activities of daily living or to provide for his or her own care or protection is
impaired due to a mental, emotional, sensory, long-term physical, or developmental disability or dysfunction, or brain
damage, or the infirmities of aging. See s. 517.34(1)(b), and s. 415.102(28), F.S.
135 S. 517.191, F.S.
136 S. 517.191(3), F.S.
STORAGE NAME: pcs0311.IBS PAGE: 20
DATE: 1/16/2024
$10,000 for a natural person or $25,000 for any other person, or the gross amount of pecuniary
gain to such defendant for each such violation, other than a violation of s. 517.301, F.S.;
Plus $50,000 for a natural person or $250,000 for any other person, or the gross amount of
pecuniary gain to such defendant for each violation of s. 517.301, F.S.137
All civil penalties collected pursuant to the above-referenced statutory guidelines must be deposited
into the Anti-Fraud Trust Fund.138
In addition to the authority granted to OFR, the section also provides that when the Attorney General,
whether upon complaint or otherwise, has reason to believe that a person has engaged or is about to
engage in a practice constituting a violation of ss. 517.275, 517.301, 517.311, or s. 517.312, F.S., the
Attorney General may investigate and bring an action to enforce certain provisions of the Act after
receiving written approval from OFR.139
The Act does not limit the authority of OFR to bring an administrative action against any person that is
the subject of a civil action brought pursuant to the Act or limit the authority of OFR to engage in
investigations or enforcement actions with the Attorney General. 140 However, a person may not be
subject to both a civil penalty described above and an administrative fine under s. 517.221(3), F.S., as
a result of the same facts.141
An enforcement action must be brought within 6 years after the facts giving rise to the cause of action
were discovered or should have been discovered with the exercise of due diligence, but not more than
8 years after the date such violation occurred.142
Effect of the Bill
The bill:
Increases the civil penalty imposable upon a natural person from $10,000 to $20,000;
Allows OFR to recover any costs and attorney fees related to its investigation or enforcement of
the section, which must also be deposited into the Anti-Fraud Trust Fund;
Provides that in the event a specified adult143 is a victim of a violation of the section, twice the
amount of the civil penalty that would otherwise be imposed, which is $50,000 for a natural
person or $250,000 for a business entity;
Establishes joint and several liability for any control person who is found to have violated any
provision of the Act;
Provides that a person who knowingly and recklessly provides substantial assistance to another
person in violation of a provision of the Act is deemed to violate the provision to the same extent
as the person to whom such assistance was provided;
Allows OFR to issue and serve upon a person a cease and desist order if OFR has reason to
believe the person violates any provision of the Act, as well as an emergency cease and desist
order under certain circumstances; and
Grants OFR the authority to impose and collect an administrative fine against any person found
to have violated any provision of the Act, which must also be deposited into the Anti-Fraud Trust
Fund.
Remedies Available in Cases of Unlawful Sale
137 S. 517.191(4), F.S.
138 Id.
139 S. 517.191(5), F.S.
140 S. 517.191(6), F.S.
141 Id.
142 S. 517.191(7), F.S.
143 The Act defines “specified adult” as a natural person 65 years of age or older, or a natural person 18 years of age or
older whose ability to perform the normal activities of daily living or to provide for his or her own care or protection is
impaired due to a mental, emotional, sensory, long-term physical, or developmental disability or dysfunction, or brain
damage, or the infirmities of aging. See s. 517.34(1)(b), and s. 415.102(28), F.S.
STORAGE NAME: pcs0311.IBS PAGE: 21
DATE: 1/16/2024
Background
The Act provides that every sale made in violation of either ss. 517.07144 or 517.12(1),145 (3),146 (4),147
(8),148 (10),149 (12),150 (15),151 or (17),152 F.S., may be rescinded at the election of the purchaser, except
a sale made in violation of the provisions relating to a renewal of a branch office notification and a sale
made in violation of the provisions relating to filing a change of address amendment is not subject to
rescission.
Moreover, each person making the sale and every agent of the seller, if the agent has personally
participated or aided in making the sale, is jointly and severally liable to the purchaser in an action for
rescission, if the purchaser still owns the security, or for damages, if the purchaser has sold the
security.153 Additionally, any person purchasing or selling a security in violation of s. 517.301, F.S., 154
and every agent of such person, if the agent has personally participated or aided in making the sale or
purchase, is jointly and severally liable to the person selling the security to or purchasing the security
from such person in an action for rescission, if the plaintiff still owns the security, or for damages, if the
plaintiff has sold the security.155
The Act further provides that:
In an action for rescission:
o A purchaser may recover the consideration paid for the security, plus interest thereon at
the legal rate, less the amount of any income received by the purchaser on the security
upon tender of the security.
o A seller may recover the security upon tender of the consideration paid for the security,
plus interest at the legal rate, less the amount of any income received by the defendant
on the security.156
In an action for damages brought by a purchaser of a security or investment, the plaintiff shall
recover an amount equal to the difference between:
o The consideration paid for the security, plus interest thereon at the legal rate from the
date of purchase; and
o The value of the security at the time it was disposed of by the plaintiff, plus the amount
of any income received on the security by the plaintiff. 157
144 S. 517.07, F.S., relates to viatical settlement investments.
145 S. 517.12(1), F.S., relates to a general prohibition against dealers and associated persons from selling or offering to
sale any securities in or from offices in Florida to persons in Florida unless the person is registered with OFR.
146 S. 517.12(3), F.S., relates to the registration and notice-filings of investment advisers, associated persons of
investment advisers, and federal covered advisers with OFR.
147 S. 517.12(4), F.S., relates to a general prohibition against dealers and investment advisers conducting business from a
branch office in Florida unless the branch office is registered has notice-filed with OFR pursuant to the Act.
148 S. 517.12(8), F.S., relates to a requirement that all dealers comply with the net capital and ratio requirements imposed
pursuant to the 1934 Act.
149 S. 517.12(10), F.S., relates to a general requirement that OFR register an applicant upon a finding that the applicant
has complied with the applicable registration provisions of the Act.
150 S. 517.12(12), F.S., relates to registration procedures when changes in personnel of a partnership or in the principals,
copartners, officers, or directors of a dealer or investment adviser occurs.
151 S. 517.12(15), F.S., relates to a general requirement that every applicant for initial or renewal registration as a
securities dealer and every person so registered must be registered as a broker or dealer with the SEC.
152 S. 517.12(17), F.S., relates to a requirement that every dealer and associated person registered or required to be
registered with OFR must satisfy any continuing education requirements established by rule.
153 S. 517.211(1), F.S.
154 S. 517.301, F.S., relates to fraudulent transactions and the falsification or concealment of facts.
155 S. 517.211(2), F.S.
156 S. 517.211(3), F.S.
157 S. 517.211(4), F.S.
STORAGE NAME: pcs0311.IBS PAGE: 22
DATE: 1/16/2024
In an action for damages brought by a seller of a security, the plaintiff shall recover an amount
equal to the difference between:
o The value of the security at the time of the complaint, plus the amount of any income
received by the defendant on the security; and
o The consideration received for the security, plus interest at the legal rate from the date of
sale.158
In any such action, including an appeal, the court shall award reasonable attorneys’ fees to the
prevailing party unless the court finds that doing so would be unjust.159
Effect of the Bill
The bill establishes that, for purposes of any action brought regarding an unlawful sale, a control
person who controls any person found to have violated any provision specified in s. 517.211(1), F.S., is
also jointly and severally liable with such controlled person, unless the control person can establish by
a preponderance of the evidence that they acted in good faith and did not induce the act that
constituted the violation.160
Fraudulent Transactions; Falsification or Concealment of Facts; Boiler Rooms
Background
The Act defines the term “investment” for purposes of ss. 517.311161 and 517.312, F.S.,162 as any
commitment of money or property principally induced by a representation that an economic benefit may
be derived from such commitment, except that the term does not include a commitment of money or
property for:
The purchase of a business opportunity, business enterprise, or real property through a person
licensed under ch. 475, F.S.,163 or registered under former ch. 498, F.S.;164 or
The purchase of tangible personal property through a person not engaged in telephone
solicitation, where said property is offered and sold in accordance with the following conditions:
o There are no specific representations or guarantees made by the offeror or seller as to
the economic benefit to be derived from the purchase;
o The tangible property is delivered to the purchaser within 30 days after sale, except that
such 30-day period may be extended by the office if market conditions so warrant; and
o The seller has offered the purchaser a full refund policy in writing, exercisable by the
purchaser within 10 days of the date of delivery of such tangible personal property,
except that the amount of such refund may not exceed the bid price in effect at the time
the property is returned to the seller.
It is unlawful and a violation of the Act for a person, in connection with the rendering of any investment
advice or in connection with the offer, sale, or purchase of any security, including any security
exempted under the provisions of the Act and including any security sold in a transaction exempted
under the Act, directly or indirectly:
To employ any device, scheme, or artifice to defraud;
To obtain money or property by means of any untrue statement of a material fact or any
omission to of a material fact necessary to make the statements made not misleading; or
To engage in any transaction, practice, or course of business which operates or would operate
as a fraud or deceit upon a person.
158 S. 517.211(5), F.S.
159 S. 517.211(6), F.S.
160 Office of Financial Regulation, supra note 16, at p. 31.
161 S. 517.311, F.S., relates to false representations, deceptive words, and enforcement.
162 S. 517.312, F.S., relates to securities, investments, boiler rooms; prohibited practices; and remedies.
163 Chapter 475, F.S., relates to, among other things, the licensure and regulation of real estate brokers.
164 The former chapter 498, F.S., related to, among other things, the licensure and regulation of land sales practices.
STORAGE NAME: pcs0311.IBS PAGE: 23
DATE: 1/16/2024
To publish or circulate any communication which describes such security for a consideration
received or to be received directly or indirectly from an issuer, underwriter, or dealer, or from an
agent or employee of such individual, without fully disclosing the receipt of such consideration
and the amount of the consideration.
To knowingly and willfully falsify, conceal, or cover up, by any trick, scheme, or device, a
material fact, make any false or fraudulent statement or representation, or make or use any
false document, knowing the same to contain any false or fraudulent statement.165
Further, it is also unlawful and a violation of the Act for any person to directly or indirectly manage,
supervise, control, or own, either alone or in association with others, any boiler room 166 in Florida which
sells or offers for sale any security or investment in violation of the above described prohibitions. 167
Effect of the Bill
The bill amends the definition of “investment” for purposes of this provision of the Act to read as follows:
any commitment of money or property principally induced by a representation that an economic benefit
may be derived from such commitment, except that the term does not include a commitment of money
or property for the purchase of a business opportunity, business enterprise, or real property through a
person licensed under ch. 475, F.S.,168 or registered under former ch. 498, F.S.169
The bill also consolidates the current provisions of the Act relating to false representations, boiler
rooms, and prohibited practices into a single provision. The consolidated version of these provisions
does not eliminate any of the liability provisions existing in current law.
Miscellaneous
Pursuant to the changes made by the bill, the bill relocates the following sections of the Act and, where
applicable, consolidates the provisions elsewhere:
S. 517.221, F.S., relating to cease and desist orders.
S. 517.241, F.S., relating to remedies.
S. 517.311, F.S., relating to false representations; deceptive words; enforcement.
S. 517.312, F.S., relating to securities, investments, boiler rooms; prohibited practices;
remedies.
Overall, the bill modifies various provisions of the Act to incorporate recent amendments to federal
securities laws since their passage and up to the effective date of the bill.
B. SECTION DIRECTORY:
Section 1. Amends s. 517.021, F.S., relating to definitions.
Section 2. Amends s. 517.051, F.S., relating to exempt securities.
Section 3. Amends s. 517.061, F.S., relating to exempt transactions.
Section 4. Amends s. 617.0611, F.S., relating to intrastate crowdfunding.
Section 5. Creates s. 517.0612, F.S., relating to Florida Invest Local Exemption.
Section 6. Creates s. 517.0613, F.S., relating to failure to comply with a securities registration
exemption.
Section 7. Creates s. 517.0614, F.S., relating to integration of offerings.
Section 8. Creates s. 517.0615, F.S., relating to solicitations of interest.
165 S. 517.301, F.S.
166 The Financial Industry Regulatory Authority describes “boiler rooms” as follows: “Typically run as outbound call
centers, boiler rooms are characterized by high pressure sales pitches from promoters targeting retail investors with highly
speculative—oftentimes fraudulent—investments.” See FINRA, Boiler Rooms: An Old Stock Scam Gets a Technology
Mak eover, https://www.finra.org/investors/insights/boiler-rooms-an-old-stock-gets-a-t echnology-makeover (last visited
Jan. 8, 2024).
167 S. 517.312, F.S.
168 Chapter 475, F.S., relates to, among other things, the licensure and regulation of real estate brokers.
169 The former chapter 498, F.S., related to, among other things, the licensure and regulation of land sales practices.
STORAGE NAME: pcs0311.IBS PAGE: 24
DATE: 1/16/2024
Section 9. Creates s. 517.0616, F.S., relating to disqualification.
Section 10. Amends s. 517.081, F.S., relating to registration procedure.
Section 11. Amends s. 517.101, F.S., relating to consent to service.
Section 12. Amends s. 517.131, F.S., relating to Securities Guaranty Fund.
Section 13. Amends s. 517.141, F.S., relating to payment from the fund.
Section 14. Amends s. 517.191, F.S., relating to injunction to restrain violations; civil penalties;
enforcement by Attorney General.
Section 15. Amends s. 517.211, F.S., relating to remedies available in cases of unlawful sale.
Section 16. Repeals s. 517.221, F.S., relating to cease and desist orders.
Section 17. Repeals s. 517.241, F.S., relating to remedies.
Section 18. Amends s. 517.301, F.S., relating to fraudulent transactions; falsification or concealment
of facts.
Section 19. Repeals s. 517.311, F.S., relating to false representations; deceptive words;
enforcement.
Section 20. Repeals s. 517.312, F.S., relating to securities, investments, boiler rooms; prohibited
practices; remedies.
Section 21. Amends s. 517.072, F.S., relating to viatical settlement investments.
Section 22. Amends s. 517.12, F.S., relating to registration of dealers, associated persons,
intermediaries, and investment advisers.
Section 23. Amends s. 517.1202, F.S., relating to notice-filing requirements for branch offices.
Section 24. Amends s. 517.302, F.S., relating to criminal penalties; alternative fine; Anti-Fraud Trust
Fund; time limitation for criminal prosecution.
Section 25. Provides an effective date of October 1, 2024.
II. FISCAL ANALYSIS & ECONOMIC IMPACT STATEMENT
A. FISCAL IMPACT ON STATE GOVERNMENT:
1. Revenues:
The bill has an indeterminable positive impact on state government revenues because the bill
increases penalties that can be assessed against certain violators of the Act.
2. Expenditures:
The bill requires issuers conducting an offering under the accredited investor exemption to file a
notice of transaction, a consent to service of process, and a copy of the general announcement with
OFR. OFR will then review the materials filed. The bill does not provide additional funds for OFR
personnel to conduct such review. Although it is unknown how many filings OFR will receive, OFR
does not anticipate needing additional personnel in fiscal year 2024/2025 to conduct such
reviews.170
The bill also requires issuers conducting an offering under the Florida Invest Local Exemption to file
a notice of the offering and a copy of the disclosure document with OFR. OFR will then review the
materials filed. The bill does not provide additional funds for OFR personnel to conduct such review.
Although it is unknown how many filings OFR will receive, OFR does not anticipate needing
additional personnel in fiscal year 2024/2025 to conduct such reviews. 171
170 Office of Financial Regulation, supra note 16, at p. 35.
171 Office of Financial Regulation, supra note 16, at p. 33.
STORAGE NAME: pcs0311.IBS PAGE: 25
DATE: 1/16/2024
B. FISCAL IMPACT ON LOCAL GOVERNMENTS:
1. Revenues:
None.
2. Expenditures:
None.
C. DIRECT ECONOMIC IMPACT ON PRIVATE SECTOR:
The bill likely has a minimal positive impact on the private sector, as the bill modernizes Florida’s
securities laws to align with recent development in federal securities laws and securities laws in other
states.
D. FISCAL COMMENTS:
None.
III. COMMENTS
A. CONSTITUTIONAL ISSUES:
1. Applicability of Municipality/County Mandates Provision:
Not applicable. This bill does not appear to affect county or municipal governments.
2. Other:
Not applicable.
B. RULE-MAKING AUTHORITY:
The table below illustrates the proposed sections of the bill that create rule-making authority.172
Section Rule-Making Authority
S. 517.061(11) Allows the Commission to prescribe a notice of transaction form and
procedures for filing it for purposes of the accredited investor exemption.
S. 517.061(16)(b)1. Allows the Commission to recognize a clearinghouse by rule.
S. 517.061(20) Allows the Commission to designate foreign jurisdictions and foreign
securities exchanges.
S. 517.0612(2)(h) Allows the Commission to prescribe a notice of offering form and
procedures for filing it for purposes of the Florida Invest Local Exemption
S. 517.131(5) Allows the Commission to prescribe an application form and procedures
for filing it for purposes of the Securities Guaranty Fund
S. 517.131(7) Allows the Commission to prescribe an assignment form and procedures
for filing it for purposes of the Securities Guaranty Fund
S. 517.131(8) Allows the Commission to specify a time period for completing an
application for purposes of the Securities Guaranty Fund
C. DRAFTING ISSUES OR OTHER COMMENTS:
None.
172 Office of Financial Regulation, supra note 16, at p. 33.
STORAGE NAME: pcs0311.IBS PAGE: 26
DATE: 1/16/2024
IV. AMENDMENTS/COMMITTEE SUBSTITUTE CHANGES
STORAGE NAME: pcs0311.IBS PAGE: 27
DATE: 1/16/2024
File and source
- File
- 2024_3228_insurance-banking-subcommittee_proposed-committee-bill-analyses_fn-pcs0311-ibs.pdf
- Size
- 549,231 bytes
- SHA-256
- 69cdef9fc25bfdaa978e3328362e8b1565e33b8314fbf4b471dce11d97ccb720
- Our copy
- 2024_3228_insurance-banking-subcommittee_proposed-committee-bill-analyses_fn-pcs0311-ibs.pdf
- Original
- www.flhouse.gov