PCS for HB 311 (2024): An act relating to securities
Summary
Proposed committee substitute PCS for HB, marked ORIGINAL (2024), a bill to be entitled An act relating to securities. The title says it revises definitions in section 517.021, Florida Statutes, defining the terms angel investor group and business entity, and revises lists of securities and transactions exempt from registration requirements. It revises a registration exemption for certain securities transactions and creates section 517.0612, which sets requirements for issuers, including a limit on the amount accepted from a single purchaser and a prohibition on withdrawing offering proceeds until the target offering amount has been received. The act takes effect October 1, 2024.
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
“PCS for HB 311 (2024): An act relating to securities.”
Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/2024-3228-insurance-banking-subcommittee-proposed-committee-bills-pcbs-bfff4d238e/
, SHA-256 f679f40d33b325e828694366a7092e7e59dd395285589bdaaec502e558f6ad8e.Full text
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 311 ORIGINAL 2024
1 A bill to be entitled
2 An act relating to securities; amending s. 517.021,
3 F.S.; revising definitions; defining the terms "angel
4 investor group" and "business entity"; amending s.
5 517.051, F.S.; revising the list of securities that
6 are exempt from registration requirements under
7 certain provisions; amending s. 517.061, F.S.;
8 revising the list of transactions that are exempt from
9 registration requirements under certain provisions;
10 amending s. 517.0611, F.S.; revising a short title;
11 revising provisions relating to a certain registration
12 exemption for certain securities transactions;
13 updating the federal laws or regulations with which
14 the offer or sale of securities must be in compliance;
15 revising requirements for issuers relating to the
16 registration exemption; revising requirements for the
17 notice of offering that must be filed by the issuer
18 under certain circumstances; specifying the timeframe
19 within which issuers may amend such notice after any
20 material information contained in the notice becomes
21 inaccurate; authorizing the issuer to engage in
22 general advertising and general solicitation under
23 certain circumstances; specifying requirements for
24 such advertising and solicitation; requiring the
25 issuer to provide a disclosure statement to certain
Page 1 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
26 entities and persons within a specified timeframe;
27 revising requirements for such statement; deleting
28 requirements for the escrow agreement; conforming
29 provisions to changes made by the act; revising the
30 amount that may be received for sales of certain
31 securities; providing a limit on securities that may
32 be sold by an issuer to an investor; deleting the
33 requirement that an issuer file and provide a certain
34 annual report; conforming cross-references; revising
35 the duties of intermediaries under certain
36 circumstances; providing obligations of issuers under
37 certain circumstances; providing that certain sales
38 are voidable within a specified timeframe; providing
39 requirements for purchasers' notices to issuers to
40 void purchases; deleting provisions relating to funds
41 received from investors; creating s. 517.0612, F.S.;
42 providing a short title; providing applicability;
43 requiring that offers and sales of securities be in
44 accordance with certain federal laws and rules;
45 specifying certain requirements for issuers relating
46 to the registration exemption; specifying a limitation
47 on the amount of cash and other consideration that may
48 be received from sales of certain securities made
49 within a specified timeframe; prohibiting an issuer
50 from accepting more than a specified amount from a
Page 2 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
51 single purchaser under certain circumstances;
52 authorizing the issuer to engage in general
53 advertising and general solicitation of the offering
54 under certain circumstances; specifying that a certain
55 prohibition is enforceable under ch. 517, F.S.;
56 requiring that the purchaser receive a disclosure
57 statement within a specified timeframe; specifying the
58 requirements for such statement; requiring certain
59 funds to be deposited into certain bank and depository
60 institutions; prohibiting the issuer from withdrawing
61 any amount of the offering proceeds until the target
62 offering amount has been received; requiring the
63 issuer to file a notice of the offering in a certain
64 format within a specified timeframe; requiring the
65 issuer to file an amended notice within a specified
66 timeframe under certain circumstances; prohibiting
67 agents of issuers from engaging in certain acts under
68 certain circumstances; providing that sales made under
69 the exemption are voidable within a specified
70 timeframe; providing requirements for purchasers'
71 notices to issuers to void purchases; creating s.
72 517.0613, F.S.; providing construction; providing that
73 registration exemptions under certain provisions are
74 not available to issuers for certain transactions
75 under specified circumstances; providing registration
Page 3 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
76 requirements; creating s. 517.0614, F.S.; specifying
77 criteria for determining integration of offerings for
78 the purpose of registration or qualifying for a
79 registration exemption; specifying certain
80 requirements for the integration of offerings for an
81 exempt offering for which general solicitation is
82 prohibited; specifying certain requirements for the
83 integration of offerings for two or more exempt
84 offerings that allow general solicitation; specifying
85 the circumstances under which integration analysis is
86 not required; creating s. 517.0615, F.S.; specifying
87 that certain communications are not deemed to
88 constitute general solicitation or general advertising
89 under specified circumstances; creating s. 517.0616,
90 F.S.; providing that registration exemptions under
91 certain provisions are not available to certain
92 issuers under a specified circumstance; amending s.
93 517.081, F.S.; revising the duties and authority of
94 the Financial Services Commission; authorizing the
95 commission to establish certain criteria relating to
96 the issuance of certain securities, trusts, and
97 investments; authorizing the commission to prescribe
98 certain forms and establish procedures for depositing
99 fees and filing documents and requirements and
100 standards relating to prospectuses, advertisements,
Page 4 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
101 and other sales literature; revising the list of
102 issuers that are ineligible to submit simplified
103 offering circulars; deleting provisions that require
104 issuers to provide certain documents to the Office of
105 Financial Regulation under certain circumstances;
106 revising the requirements that must be met before the
107 office must record the registration of a security;
108 amending s. 517.101, F.S.; revising requirements for
109 written consent to service in certain suits,
110 proceedings, and actions; amending s. 517.131, F.S.;
111 defining the term "final judgment"; specifying the
112 purpose of the Securities Guaranty Fund; making
113 technical changes; revising eligibility for payment
114 from the fund; requiring eligible persons or receivers
115 seeking payment from the fund to file a certain
116 application with the office on a certain form;
117 authorizing the commission to adopt rules regarding
118 electronic filing of such application; specifying the
119 timeframe within which certain eligible persons or
120 receivers must file such application; providing
121 requirements for such applications; requiring the
122 office to approve applications for payment under
123 certain circumstances and to provide applicants with
124 certain notices within a specified timeframe;
125 requiring eligible persons or receivers to assign to
Page 5 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
126 the office all rights, titles, and interests in final
127 judgments and orders of restitution equal to a
128 specified amount under certain circumstances;
129 requiring the office to deem an application for
130 payment abandoned under certain circumstances;
131 requiring that the time period to complete
132 applications be tolled under certain circumstances;
133 deleting provisions relating to specified notices to
134 the office and to rulemaking authority; amending s.
135 517.141, F.S.; defining terms; revising the Securities
136 Guaranty Fund disbursement amounts to which eligible
137 persons are entitled; revising provisions regarding
138 payment of aggregate claims; providing for the
139 satisfaction of claims in the event of an insufficient
140 balance in the fund; requiring payments and
141 disbursements from the Securities Guaranty Fund to be
142 made by the Chief Financial Officer or his or her
143 authorized designee, upon authorization by the office;
144 requiring such authorization to be submitted within a
145 certain timeframe; deleting provisions regarding
146 requirements for payment of claims; conforming
147 provisions to changes made by the act; specifying the
148 circumstances under which a claimant must reimburse
149 the fund for payments received from the fund;
150 providing penalties; authorizing the Department of
Page 6 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
151 Financial Services, rather than the office, to
152 institute legal proceedings for certain compliance
153 enforcement and to recover certain interests, costs,
154 and fees; amending s. 517.191, F.S.; deleting an
155 obsolete term; revising the civil penalty amounts for
156 certain violations; authorizing the office to recover
157 certain costs and attorney fees; requiring that moneys
158 recovered be deposited in a specified trust fund;
159 specifying the liability of control persons; providing
160 an exception; specifying circumstances under which
161 certain persons are deemed to have violated ch. 517,
162 F.S.; authorizing the office to issue and serve cease
163 and desist orders and emergency cease and desist
164 orders under certain circumstances; authorizing the
165 office to impose and collect administrative fines for
166 certain violations; specifying the disposition of such
167 fines; authorizing the office to bar applications or
168 notifications for licenses and registrations under
169 certain circumstances; conforming cross-references;
170 providing construction; specifying jurisdiction of the
171 courts relating to the sale or offer of certain
172 securities; making technical changes; amending s.
173 517.211, F.S.; providing for joint and several
174 liability of control persons in certain circumstances
175 for the purposes of specified actions; specifying the
Page 7 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
176 date on which certain interest begins accruing in an
177 action for rescission; providing construction;
178 specifying that certain civil remedies extend to
179 purchasers or sellers of securities; making technical
180 changes; repealing s. 517.221, F.S., relating to cease
181 and desist orders; repealing s. 517.241, F.S.,
182 relating to remedies; amending s. 517.301, F.S.;
183 revising the circumstances under which certain
184 activities are considered unlawful and violations of
185 law; conforming provisions to changes made by the act;
186 revising the definition of the term "investment";
187 specifying that certain misrepresentations by persons
188 issuing or selling securities are unlawful; specifying
189 that certain misrepresentations by persons registered
190 or required to be registered under certain provisions
191 or subject to certain requirements are unlawful;
192 specifying that obtaining money or property in
193 connection with the offer or sale of an investment is
194 unlawful under certain conditions; providing
195 construction; requiring disclaimers for certain
196 statements; making technical changes; repealing s.
197 517.311, F.S., relating to false representations,
198 deceptive words, and enforcement; repealing s.
199 517.312, F.S., relating to securities, investments,
200 and boiler rooms, prohibited practices, and remedies;
Page 8 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
201 amending ss. 517.072 and 517.12, F.S.; conforming
202 cross-references and making technical changes;
203 amending ss. 517.1201 and 517.1202, F.S.; conforming
204 cross-references; amending s. 517.302, F.S.;
205 conforming a provision to changes made by the act and
206 making a technical change; providing an effective
207 date.
208
209 Be It Enacted by the Legislature of the State of Florida:
210
211 Section 1. Present subsections (3), (4), and (5) and
212 subsections (6) through (25) of section 517.021, Florida
213 Statutes, are redesignated as subsections (4), (5), and (6) and
214 subsections (8) through (27), respectively, new subsections (3)
215 and (7) are added to that section, and subsection (1) and
216 present subsections (4), (8), (9), and (14) of that section are
217 amended, to read:
218 517.021 Definitions.—When used in this chapter, unless the
219 context otherwise indicates, the following terms have the
220 following respective meanings:
221 (1) "Accredited investor" shall be defined by rule of the
222 commission in accordance with Securities and Exchange Commission
223 Rule 501, 17 C.F.R. s. 230.501, as amended.
224 (3) "Angel investor group" means a group of accredited
225 investors who hold regular meetings and have defined processes
Page 9 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
226 and procedures for making investment decisions, individually or
227 among the membership of the group, and who are not associated
228 persons, affiliates, or agents of a dealer or investment
229 adviser.
230 (5)(4) "Boiler room" means an enterprise in which two or
231 more persons in a common scheme or enterprise solicit potential
232 investors through telephone calls, e-mail, text messages, social
233 media, chat rooms, or other electronic means engage in telephone
234 communications with members of the public using two or more
235 telephones at one location, or at more than one location in a
236 common scheme or enterprise.
237 (7) "Business entity" means any corporation, partnership,
238 limited partnership, limited liability company, proprietorship,
239 firm, enterprise, franchise, association, self-employed
240 individual, or trust, which may or may not be fictitiously
241 named, doing business in this state.
242 (10)(a)(8) "Dealer" includes, unless otherwise specified,
243 a person, other than an associated person of a dealer, that
244 engages, for all or part of the person's time, directly or
245 indirectly, as agent or principal in the business of offering,
246 buying, selling, or otherwise dealing or trading in securities
247 issued by another person.
248 (b) The term "dealer" does not include any of the
249 following:
250 1.(a) A licensed practicing attorney who renders or
Page 10 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
251 performs any such services in connection with the regular
252 practice of the attorney's profession.
253 2.(b) A bank authorized to do business in this state,
254 except nonbank subsidiaries of a bank.
255 3.(c) A trust company having trust powers that it is
256 authorized to exercise in this state, which renders or performs
257 services in a fiduciary capacity incidental to the exercise of
258 its trust powers.
259 4.(d) A wholesaler selling exclusively to dealers.
260 5.(e) A person buying and selling for the person's own
261 account exclusively through a registered dealer or stock
262 exchange.
263 6.(f) An issuer.
264 7.(g) A natural person representing an issuer in the
265 purchase, sale, or distribution of the issuer's own securities
266 if such person:
267 a.1. Is an officer, a director, a limited liability
268 company manager or managing member, or a bona fide employee of
269 the issuer;
270 b.2. Has not participated in the distribution or sale of
271 securities for any issuer for which such person was, within the
272 preceding 12 months, an officer, a director, a limited liability
273 company manager or managing member, or a bona fide employee;
274 c.3. Primarily performs, or is intended to perform at the
275 end of the distribution, substantial duties for, or on behalf
Page 11 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
276 of, the issuer other than in connection with transactions in
277 securities; and
278 d.4. Does not receive a commission, compensation, or other
279 consideration for the completed sale of the issuer's securities
280 apart from the compensation received for regular du ties to the
281 issuer.
282 (11)(9) "Federal covered adviser" means a person that is
283 registered or required to be registered under s. 203 of the
284 Investment Advisers Act of 1940, as amended. The term does not
285 include any person that is excluded from the definition of
286 investment adviser under subparagraphs (16)(b)1.-7. and 9
287 (14)(b)1.-8.
288 (16)(a)(14)(a) "Investment adviser" means a person, other
289 than an associated person of an investment adviser or a federal
290 covered adviser, that receives compensation, directly or
291 indirectly, and engages for all or part of the person's time,
292 directly or indirectly, or through publications or writings, in
293 the business of advising others as to the value of securities or
294 as to the advisability of investments in, purchasing of, or
295 selling of securities.
296 (b) The term does not include any of the following:
297 1. A dealer or an associated person of a dealer whose
298 performance of services in paragraph (a) is solely incidental to
299 the conduct of the dealer's or associated person's business as a
300 dealer and who does not receive special compensation for those
Page 12 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
301 services.
302 2. A licensed practicing attorney or certified public
303 accountant whose performance of such services is solely
304 incidental to the practice of the attorney's or accountant's
305 profession.
306 3. A bank authorized to do business in this state.
307 4. A bank holding company as defined in the Bank Holding
308 Company Act of 1956, as amended, authorized to do business in
309 this state.
310 5. A trust company having trust powers, as defined in s.
311 658.12, which it is authorized to exercise in this state, which
312 trust company renders or performs investment advisory services
313 in a fiduciary capacity incidental to the exercise of its trust
314 powers.
315 6. A person that renders investment advice exclusively to
316 insurance or investment companies.
317 7. A person that, during the preceding 12 months, has
318 fewer than six clients who are residents of this state. As used
319 in this subparagraph, the term "client" has the same meaning as
320 provided in Securities and Exchange Commission Rule 275.222-2,
321 17 C.F.R. s. 275.222-2, as amended does not hold itself out to
322 the general public as an investment adviser and has no more than
323 15 clients within 12 consecutive months in this state .
324 8. A person whose transactions in this state are limited
325 to those transactions described in s. 222(d) of the Investment
Page 13 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
326 Advisers Act of 1940, as amended. Those clients listed in
327 subparagraph 6. may not be included when determining the number
328 of clients of an investment adviser for purposes of s. 222(d) of
329 the Investment Advisers Act of 1940, as amended.
330 9. A federal covered adviser.
331 9. The United States, a state, or any political
332 subdivision of a state, or any agency, authority, or
333 instrumentality of any such entity; a business entity that is
334 wholly owned directly or indirectly by such a governmental
335 entity; or any officer, agent, or employee of any such
336 governmental or business entity who is acting within the scope
337 of his or her official duties.
338 Section 2. Present subsections (9) and (10) of section
339 517.051, Florida Statutes, are redesignated as subsections (10)
340 and (11), respectively, and amended, a new subsection (9) is
341 added to that section, and subsections (1), (3), (4), and (8) of
342 that section are amended, to read:
343 517.051 Exempt securities.—The exemptions provided herein
344 from the registration requirements of s. 517.07 are self -
345 executing and do not require any filing with the office prior to
346 claiming such exemption. Any person who claims entitlement to
347 any of these exemptions bears the burden of proving such
348 entitlement in any proceeding brought under this chapter. The
349 registration provisions of s. 517.07 do not apply to any of the
350 following securities:
Page 14 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
351 (1) A security issued or guaranteed by the United States
352 or any territory or insular possession of the United States, by
353 the District of Columbia, or by any state of the United States
354 or by any political subdivision or agency or other
355 instrumentality thereof.; provided that
356 (a) Except as provided in paragraph (b), a no person may
357 not shall directly or indirectly offer or sell securities, other
358 than general obligation bonds, described under this subsection
359 if the issuer or guarantor is in default or has been in default
360 any time after December 31, 1975, as to principal or interest:
361 1.(a) With respect to an obligation issued by the issuer
362 or successor of the issuer; or
363 2.(b) With respect to an obligation guaranteed by the
364 guarantor or successor of the guarantor,
365
366 except by an offering circular containing a full and fair
367 disclosure as prescribed by rule of the commission.
368 (b) Paragraph (a) does not apply to a security that is an
369 industrial or commercial development bond unless payments are
370 made or unconditionally guaranteed by a person whose securities
371 are exempt from registration under s. 18(b)(1) of the Securities
372 Act of 1933, as amended.
373 (3) A security issued by and which represents or will
374 represent an interest in or a direct obligation of or be
375 guaranteed by any of the following:
Page 15 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
376 (a) An international bank of which the United States is a
377 member.
378 (b) A bank organized under the laws of the United States.
379 (c) A member bank of the Federal Reserve System.
380 (d) A depository institution, when a substantial portion
381 of its business consists of or will consist of receiving
382 deposits or share accounts that are insured to the maximum
383 amount authorized by statute by the Federal Deposit Insurance
384 Corporation or the National Credit Union Share Insurance Fund or
385 guaranteed by:
386 (a) A national bank, a federally chartered savings and
387 loan association, or a federally chartered savings bank, or the
388 initial subscription for equity securities in such national
389 bank, federally chartered savings and loan association, or
390 federally chartered savings bank;
391 (b) Any federal land bank, joint-stock land bank, or
392 national farm loan association under the provisions of the
393 Federal Farm Loan Act of July 17, 1916;
394 (c) An international bank of which the United States is a
395 member; or
396 (d) A corporation created and acting as an instrumentality
397 of the government of the United States.
398 (4) A security issued or guaranteed, as to principal,
399 interest, or dividend, by a business entity corporation owning
400 or operating a railroad, another common carrier, or any other
Page 16 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
401 public service utility; provided that such business entity
402 corporation is subject to regulation or supervision whether as
403 to its rates and charges or as to the issue of its own
404 securities by a public commission, board, or officer of the
405 government of the United States, of any state, territory, or
406 insular possession of the United States, of any municipality
407 located therein, of the District of Columbia, or of the Dominion
408 of Canada or of any province thereof; also equipment securities
409 based on chattel mortgages, leases, or agreements for
410 conditional sale of cars, motive power, or other rolling stock
411 mortgaged, leased, or sold to or furnished for the use of or
412 upon such railroad or other public service utility corporation
413 or where the ownership or title of such equipment is pledged or
414 retained in accordance with the provisions of the laws of the
415 United States or of any state or of the Dominion of Canada to
416 secure the payment of such equipment securities; and also bonds,
417 notes, or other evidences of indebtedness issued by a holding
418 corporation and secured by collateral consisting of any
419 securities hereinabove described; provided, further, that the
420 collateral securities equal in fair value at least 125 percent
421 of the par value of the bonds, notes, or other evidences of
422 indebtedness so secured.
423 (8) Shares or other equity interests of a business entity
424 which represent ownership or entitle the holders of such shares
425 or other equity interests to possession and occupancy of
Page 17 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
426 specific apartment units in property owned by such business
427 entity and organized and operated on a cooperative basis, solely
428 for residential purposes A note, draft, bill of exchange, or
429 banker's acceptance having a unit amount of $25,000 or more
430 which arises out of a current transaction, or the proceeds of
431 which have been or are to be used for current transactions, and
432 which has a maturity period at the time of issuance not
433 exceeding 9 months exclusive of days of grace, or any renewal
434 thereof which has a maturity period likewise limited. This
435 subsection applies only to prime quality negotiable commercial
436 paper of a type not ordinarily purchased by the general public;
437 that is, paper issued to facilitate well-recognized types of
438 current operational business requirements and of a type eligible
439 for discounting by Federal Reserve banks.
440 (9) A member's or owner's interest in, or a retention
441 certificate or like security given in lieu of a cash patronage
442 dividend issued by, a not-for-profit membership entity operated
443 either as a cooperative under the cooperative laws of a state or
444 in accordance with the cooperative provisions of subchapter T of
445 chapter 1 of subtitle A of the United States Internal Revenue
446 Code, as amended, but not a member's or owner's interest,
447 retention certificate, or like security sold or transferred to a
448 person other than:
449 (a) A bona fide member of the not-for-profit membership
450 entity; or
Page 18 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
451 (b) A person who becomes a bona fide member of the not -
452 for-profit membership entity at the time of or in connection
453 with the sale or transfer.
454 (10)(9) A security issued by a business entity corporation
455 organized and operated exclusively for religious, educational,
456 benevolent, fraternal, charitable, or reformatory purposes and
457 not for pecuniary profit, no part of the net earnings of which
458 corporation inures to the benefit of any private stockholder or
459 individual, or any security of a fund that is excluded from the
460 definition of an investment company under s. 3(c)(10)(B) of the
461 Investment Company Act of 1940, as amended; provided that a no
462 person may not shall directly or indirectly offer or sell
463 securities under this subsection except by an offering circular
464 containing full and fair disclosure, as prescribed by the rules
465 of the commission, of all material information, including, but
466 not limited to, a description of the securities offered and
467 terms of the offering, a description of the nature of the
468 issuer's business, a statement of the purpose of the offering
469 and the intended application by the issuer of the proceeds
470 thereof, and financial statements of the issuer prepared in
471 conformance with United States generally accepted accounting
472 principles. Section 6(c) of the Philanthropy Protection Act of
473 1995, Pub. L. No. 104-62, does shall not preempt any provision
474 of this chapter.
475 (11)(10) Any insurance or endowment policy or annuity
Page 19 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
476 contract or optional annuity contract or self-insurance
477 agreement issued by a business entity corporation, insurance
478 company, reciprocal insurer, or risk retention group subject to
479 the supervision of the insurance regulator or bank regulator, or
480 any agency or officer performing like functions, of any state or
481 territory of the United States or the District of Columbia.
482 Section 3. Section 517.061, Florida Statutes, is amended
483 to read:
484 (Substantial rewording of section. See
485 s. 517.061, F.S., for present text.)
486 517.061 Exempt transactions.—Except as otherwise provided
487 in subsection (11), the exemptions provided herein from the
488 registration requirements of s. 517.07 are self-executing and do
489 not require any filing with the office before being claimed. Any
490 person who claims entitlement to an exemption under this section
491 bears the burden of proving such entitlement in any proceeding
492 brought under this chapter. The registration provisions of s.
493 517.07 do not apply to any of the following transactions;
494 however, such transactions are subject to s. 517.301:
495 (1)(a) Any judicial sale or any sale by an executor, an
496 administrator, a guardian, or a conservator; any sale by a
497 receiver or trustee in insolvency or bankruptcy; any sale by an
498 assignee as defined in s. 727.103 with respect to an assignment
499 as defined in that section; or any transaction incident to a
500 judicially approved reorganization in which a security is issued
Page 20 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
501 in exchange for one or more outstanding securities, claims, or
502 property interests.
503 (b) Except for a security exchanged in a case brought
504 under Title 11 of the United States Code, a security that is
505 issued in exchange for one or more bona fide outstanding
506 securities, claims, or property interests, or partly in such
507 exchange and partly for cash, if the terms and conditions of
508 such issuance and exchange are approved:
509 1. By a court, an official or agency of the United States,
510 a banking or insurance commission of a state or territory of the
511 United States, or another governmental authority expressly
512 authorized by law to grant such approval.
513 2. After a hearing upon the fairness of such terms and
514 conditions and at which all persons to whom issuance of
515 securities in such exchange is proposed have the right to
516 appear.
517 (2) The issuance of notes or bonds in connection with the
518 acquisition of real property or renewals thereof, if such notes
519 or bonds are issued to the sellers of, and are secured by all or
520 part of, the real property so acquired.
521 (3) A transaction involving a stock dividend or equivalent
522 equity distribution, regardless of whether the business entity
523 distributing the dividend or equivalent equity distribution is
524 the issuer, if nothing of value is given by stockholders or
525 other equity holders for the dividend or equivalent equity
Page 21 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
526 distribution other than the surrender of a right to a cash or
527 property dividend in the event that each stockholder or other
528 equity holder may elect to take the dividend or equivalent
529 equity distribution in cash, property, or stock.
530 (4) A transaction under an offer to existing security
531 holders of the issuer, including persons that at the date of the
532 transaction are holders of convertible securities, options, or
533 warrants, if a commission or other remuneration is not paid or
534 given, directly or indirectly, for soliciting a security holder
535 in this state.
536 (5) The issuance of securities to such equity security
537 holders or creditors of a business entity in the process of a
538 reorganization of such business entity, made in good faith and
539 not for the purpose of evading this chapter, either in exchange
540 for the securities of such equity security holders or claims of
541 such creditors or partly for cash and partly in exchange for the
542 securities or claims of such equity security holders or
543 creditors.
544 (6) A transaction involving the distribution of the
545 securities of an issuer to the security holders of another
546 person in connection with a merger, consolidation, exchange of
547 securities, sale of assets, or other reorganization to which the
548 issuer, or the issuer's parent or subsidiary, and the other
549 person, or the person's parent or subsidiary, are parties.
550 (7) The offer or sale of securities, solely in connection
Page 22 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
551 with the transfer of ownership of an eligible privately held
552 company, through a merger and acquisition broker in accordance
553 with s. 517.12(21).
554 (8) The offer or sale of securities under a bona fide
555 employee stock purchase, savings, option, profit-sharing,
556 pension, or similar employee benefit plan, including any
557 securities, plan interests, and guarantees issued under a
558 compensatory benefit plan or compensation contract, contained in
559 a record, established by the issuer, its parents, its majority-
560 owned subsidiaries, or the majority-owned subsidiaries of the
561 issuer's parent for the participation of their employees. This
562 includes offers or sales of such securities to all of the
563 following persons:
564 (a) Directors, managers, managing members, general
565 partners, officers, consultants, and advisors.
566 (b) If the issuer is a business trust, trustees and former
567 trustees.
568 (c) Family members who acquire such securities from
569 persons described in this section through gifts or domestic
570 relations orders.
571 (d) Former employees, directors, managers, managing
572 members, general partners, officers, consultants, and advisors,
573 if those individuals were employed by or providing services to
574 the issuer when the securities were offered.
575 (e) Insurance agents who are exclusive insurance agents of
Page 23 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
576 the issuer, or of the issuer's parents or subsidiaries, or who
577 derive more than 50 percent of their annual income from such
578 persons.
579 (9) The offer or sale of securities to a bank, trust
580 company, savings institution, insurance company, dealer,
581 investment company as defined in the Investment Company Act of
582 1940, 15 U.S.C. s. 80a-3, as amended, pension or profit-sharing
583 trust, or qualified institutional buyer, whether any of such
584 entities is acting in its individual or fiduciary capacity.
585 (10)(a) The offer or sale, by or on behalf of an issuer,
586 of its own securities if the offer or sale is part of an
587 offering made in accordance with all of the following
588 conditions:
589 1. There are no more than 35 purchasers, or the issuer
590 reasonably believes that there are no more than 35 purchasers,
591 of the securities of the issuer in this state during an offering
592 made in reliance upon this subsection or, if such offering
593 continues for a period in excess of 12 months, in any
594 consecutive 12-month period.
595 2. Neither the issuer nor any person acting on behalf of
596 the issuer offers or sells securities pursuant to this
597 subsection by means of any form of general solicitation or
598 general advertising in this state.
599 3. Before the sale, each purchaser or the purchaser's
600 representative, if any, is provided with, or given reasonable
Page 24 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
601 access to, full and fair disclosure of all material information,
602 which must include written notification of a purchaser's right
603 to void the sale under subparagraph 4.
604 4. Any sale made pursuant to this subsection is voidable
605 by the purchaser within 3 days after the first tender of
606 consideration is made by such purchaser to the issuer by
607 notifying the issuer that the purchaser expressly voids the
608 purchase. The purchaser's notice to the issuer must be sent by
609 e-mail to the issuer's e-mail address set forth in the
610 disclosure document provided to the purchaser or purchaser's
611 representative or by hand delivery, courier service, or other
612 method by which written proof of delivery to the issuer of the
613 purchaser's election to rescind the purchase is evidenced.
614 (b) The following purchasers are excluded from the
615 calculation of the number of purchasers under subparagraph
616 (a)1.:
617 1. Any spouse or child of the purchaser or any related
618 family member who has the same principal residence as such
619 purchaser.
620 2. A trust or estate in which a purchaser, any of the
621 persons related to such purchaser specified in subparagraph 1.,
622 and any business entity specified in subparagraph 3.
623 collectively have more than 50 percent of the beneficial
624 interest, excluding any contingent interest.
625 3. A business entity in which a purchaser, any of the
Page 25 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
626 persons related to such purchaser specified in subparagraph 1.,
627 and any trust or estate specified in subparagraph 2.
628 collectively are beneficial owners of more than 50 percent of
629 the equity securities or equity interest.
630 4. An accredited investor.
631
632 A business entity must be counted as one purchaser. However, if
633 the business entity is organized for the specific purpose of
634 acquiring the securities offered and is not an accredited
635 investor, each beneficial owner of equity securities or equity
636 interests in the business entity must be counted as a separate
637 purchaser. A noncontributory employee benefit plan within the
638 meaning of Title I of the Employee Retirement Income Security
639 Act of 1974 must be counted as one purchaser if the trustee
640 makes all investment decisions for the plan.
641 (11) Offers or sales of securities by an issuer in a
642 transaction that meets all of the following conditions:
643 (a) The offers or sales of securities are made only to
644 persons who are, or who the issuer reasonably believes are,
645 accredited investors.
646 (b) The issuer is not a business entity that has an
647 undefined business operation, lacks a business plan, lacks a
648 stated investment goal for the funds being raised, or plans to
649 engage in a merger or acquisition with an unspecified business
650 entity.
Page 26 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
651 (c) The issuer reasonably believes that all purchasers are
652 purchasing for investment and not with the view to or for sale
653 in connection with a distribution of the security. Any resale of
654 a security sold in reliance on this exemption within 12 months
655 after sale is presumed to be with a view to distribution and not
656 for investment, except a resale pursuant to a registration
657 statement effective under this chapter or pursuant to an
658 exemption available under this chapter, the Securities Act of
659 1933, as amended, or the rules and regulations adopted
660 thereunder.
661 (d)1. A general announcement of the proposed offering,
662 made by any means, includes only the following information:
663 a. The name, address, and telephone number of the issuer
664 of the securities.
665 b. The name, a brief description, and price, if known, of
666 any security to be issued.
667 c. A brief description of the business.
668 d. The type, number, and aggregate amount of securities
669 being offered.
670 e. The name, address, and telephone number of the person
671 to contact for additional information.
672 f. A statement that:
673 (I) Sales will be made only to accredited investors;
674 (II) Money or other consideration is not being solicited
675 and will not be accepted by way of this general announcement;
Page 27 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
676 and
677 (III) The securities have not been registered with or
678 approved by any state securities agency or the Securities and
679 Exchange Commission and are being offered and sold pursuant to
680 an exemption from registration.
681 2. The issuer, in connection with an offer, may provide
682 information in addition to the information provided in the
683 general announcement as specified in subparagraph 1. if such
684 information is delivered:
685 a. Through an electronic database that is restricted to
686 persons who have been prequalified as accredited investors; or
687 b. After the issuer reasonably believes that the
688 prospective purchaser is an accredited investor.
689 (e) The issuer does not use telephone solicitation unless,
690 before placing the call, the issuer reasonably believes that the
691 prospective purchaser to be solicited is an accredited investor.
692 (f) The issuer files with the office a notice of
693 transaction, a consent to service of process, and a copy of the
694 general announcement within 15 days after the first sale is made
695 in this state. The commission may adopt by rule procedures for
696 filing documents by electronic means.
697 (g) Dissemination of the general announcement of the
698 proposed offering to persons who are not accredited investors
699 does not disqualify the issuer from claiming the exemption under
700 this subsection.
Page 28 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
701 (12) The isolated sale or offer for sale of securities
702 when made by or on behalf of a bona fide owner, not the issuer
703 or underwriter, of the securities, who disposes of such
704 securities for the owner's own account, and such sale is not
705 made directly or indirectly for the benefit of the issuer or an
706 underwriter of such securities or for the direct or indirect
707 promotion of any scheme or enterprise with the intent of
708 violating or evading this chapter. For purposes of this
709 subsection, isolated offers or sales include, but are not
710 limited to, an isolated offer or sale made by or on behalf of a
711 bona fide owner, rather than the issuer or underwriter, of the
712 securities if:
713 (a) The offer or sale of securities is in a transaction
714 satisfying all of the conditions specified in subparagraphs
715 (10)(a)1., 2., and 3. and paragraph (10)(b); or
716 (b) The offer or sale of securities is in a transaction
717 exempt under s. 4(a)(1) of the Securities Act of 1933, as
718 amended, or under Securities and Exchange Commission rules or
719 regulations.
720 (13) By or for the account of a pledgeholder, a secured
721 party as defined in s. 679.1021(1)(ttt), or a mortgagee selling
722 or offering for sale or delivery in the ordinary course of
723 business and not for the purposes of avoiding the provisions of
724 this chapter, to liquidate a bona fide debt, a security pledged
725 in good faith as security for such debt.
Page 29 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
726 (14) An unsolicited purchase or sale of securities on
727 order of, and as the agent for, another solely and exclusively
728 by a dealer registered pursuant to s. 517.12; provided that this
729 exemption applies solely and exclusively to such registered
730 dealers and does not authorize or permit the purchase or sale of
731 securities at the direction of, and as agent for, another by any
732 person other than a dealer so registered; and provided further
733 that such purchase or sale may not be directly or indirectly for
734 the benefit of the issuer or an underwriter of such securities
735 or for the direct or indirect promotion of any scheme or
736 enterprise with the intent of violating or evading this chapter.
737 (15) A nonissuer transaction with a federal covered
738 adviser with investments under management in excess of $100
739 million acting in the exercise of discretionary authority in a
740 signed record for the account of others.
741 (16) The sale by or through a registered dealer of any
742 securities option if, at the time of the sale of the option:
743 (a) The performance of the terms of the option is
744 guaranteed by any dealer registered under the Securities
745 Exchange Act of 1934, as amended, which guaranty and dealer are
746 in compliance with such requirements or rules as may be approved
747 or adopted by the commission; or
748 (b)1. Such options transactions are cleared by the Options
749 Clearing Corporation or any other clearinghouse recognized by
750 commission rule;
Page 30 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
751 2. The option is not sold by or for the benefit of the
752 issuer of the underlying security; and
753 3. The underlying security may be purchased or sold on a
754 recognized securities exchange registered under the Securities
755 Exchange Act of 1934, as amended.
756 (17)(a) The offer or sale of securities, as agent or
757 principal, by a dealer registered pursuant to s. 517.12, when
758 such securities are offered or sold at a price reasonably
759 related to the current market price of such securities, provided
760 that such securities are:
761 1. Securities of an issuer for which reports are required
762 to be filed by s. 13 or s. 15(d) of the Securities Exchange Act
763 of 1934, as amended;
764 2. Securities of a company registered under the Investment
765 Company Act of 1940, as amended;
766 3. Securities of an insurance company, as that term is
767 defined in s. 2(a)(17) of the Investment Company Act of 1940, as
768 amended; or
769 4. Securities, other than any security that is a federal
770 covered security and is not subject to any registration or
771 filing requirements under this chapter, that have been listed or
772 approved for listing upon notice of issuance by a securities
773 exchange registered under the Securities Exchange Act of 1934,
774 as amended; and all securities senior to any securities so
775 listed or approved for listing upon notice of issuance, or
Page 31 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
776 represented by subscription rights which have been so listed or
777 approved for listing upon notice of issuance, or evidences of
778 indebtedness guaranteed by an issuer with a class of securities
779 listed or approved for listing upon notice of issuance by such
780 securities exchange, such securities to be exempt only so long
781 as such listings or approvals remain in effect. The exemption
782 provided in this subparagraph does not apply when the securities
783 are suspended from listing approval for listing or trading.
784 (b) The exemption provided in this subsection does not
785 apply if the sale is made for the direct or indirect benefit of
786 an issuer or a control person of such issuer or if such
787 securities constitute the whole or part of an unsold allotment
788 to, or subscription or participation by, a dealer as an
789 underwriter of such securities.
790 (c) The exemption provided in this subsection is not
791 available for any securities that have been denied registration
792 pursuant to s. 517.111. Additionally, the office may deny this
793 exemption with reference to any particular security, other than
794 a federal covered security, by order published in such manner as
795 the office finds proper.
796 (18) Any nonissuer transaction by a registered dealer, and
797 any resale transaction by a sponsor of a unit investment trust
798 registered under the Investment Company Act of 1940, as amended,
799 in a security of a class that has been outstanding in the hands
800 of the public for at least 90 days; provided that, at the time
Page 32 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
801 of the transaction, the following conditions in paragraphs (a),
802 (b), and (c) and either paragraph (d) or paragraph (e) are met:
803 (a) The issuer of the security is actually engaged in
804 business and is not in the organizational stage or in bankruptcy
805 or receivership and is not a blank check, blind pool, or shell
806 company whose primary plan of business is to engage in a merger
807 or combination of the business with, or an acquisition of, an
808 unidentified person.
809 (b) The security is sold at a price reasonably related to
810 the current market price of the security.
811 (c) The security does not constitute the whole or part of
812 an unsold allotment to, or a subscription or participation by,
813 the dealer as an underwriter of the security.
814 (d) The security is listed in a nationally recognized
815 securities manual designated by rule of the commission or a
816 document filed with and publicly viewable through the Securities
817 and Exchange Commission electronic data gathering and retrieval
818 system and contains:
819 1. A description of the business and operations of the
820 issuer;
821 2. The names of the issuer's officers and directors, if
822 any, or, in the case of an issuer not domiciled in the United
823 States, the corporate equivalents of such persons in the
824 issuer's country of domicile;
825 3. An audited balance sheet of the issuer as of a date
Page 33 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
826 within 18 months before such transaction or, in the case of a
827 reorganization or merger in which parties to the reorganization
828 or merger had such audited balance sheet, a pro forma balance
829 sheet; and
830 4. An audited income statement for each of the issuer's
831 immediately preceding 2 fiscal years, or for the period of
832 existence of the issuer, if in existence for less than 2 years
833 or, in the case of a reorganization or merger in which the
834 parties to the reorganization or merger had such audited income
835 statement, a pro forma income statement.
836 (e)1. The issuer of the security has a class of equity
837 securities listed on a national securities exchange registered
838 under the Securities Exchange Act of 1934, as amended;
839 2. The class of security is quoted, offered, purchased, or
840 sold through an alternative trading system registered under
841 Securities and Exchange Commission Regulation ATS, 17 C.F.R. s.
842 242.301, as amended, and the issuer of the security has made
843 current information publicly available in accordance with
844 Securities and Exchange Commission Rule 15c2-11, 17 C.F.R. s.
845 240.15c2-11, as amended;
846 3. The issuer of the security is a unit investment trust
847 registered under the Investment Company Act of 1940, as amended;
848 4. The issuer of the security has been engaged in
849 continuous business, including predecessors, for at least 3
850 years; or
Page 34 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
851 5. The issuer of the security has total assets of at least
852 $2 million based on an audited balance sheet as of a date within
853 18 months before such transaction or, in the case of a
854 reorganization or merger in which parties to the reorganization
855 or merger had such audited balance sheet, a pro forma balance
856 sheet.
857 (19) The offer or sale of any security effected by or
858 through a person in compliance with s. 517.12(16).
859 (20) A nonissuer transaction in an outstanding security by
860 or through a dealer registered or exempt from registration under
861 this chapter, if all of the following are true:
862 (a) The issuer is a reporting issuer in a foreign
863 jurisdiction designated by this subsection or by commission
864 rule, and the issuer has been subject to continuous reporting
865 requirements in such foreign jurisdiction for not less than 180
866 days before the transaction.
867 (b) The security is listed on the securities exchange
868 designated by this subsection or by commission rule, is a
869 security of the same issuer which is of senior or substantially
870 equal rank to the listed security, or is a warrant or right to
871 purchase or subscribe to any such security.
872
873 For purposes of this subsection, Canada, together with its
874 provinces and territories, is designated as a foreign
875 jurisdiction, and The Toronto Stock Exchange, Inc., is
Page 35 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
876 designated as a securities exchange. If, after an a dministrative
877 hearing in compliance with ss. 120.569 and 120.57, the office
878 finds that revocation is necessary or appropriate in furtherance
879 of the public interest and for the protection of investors, it
880 may revoke the designation of a securities exchange under this
881 subsection.
882 (21) Other transactions exempted by commission rule upon a
883 finding by the office that the application of s. 517.07 to a
884 particular transaction is not necessary or appropriate in
885 furtherance of the public interest and for the protection of
886 investors due to the small dollar amount of the securities
887 involved or the limited character of the offering. In
888 conjunction with its adoption by rule of such exemptions, the
889 commission may exempt persons selling or offering for sale
890 securities in such a transaction from the registration
891 requirements of s. 517.12. A rule adopted by the commission
892 under this subsection may not have the effect of narrowing or
893 limiting any exemption specified in this section.
894 Section 4. Section 517.0611, Florida Statutes, is amended
895 to read:
896 517.0611 The Florida Limited Offering Exemption Intrastate
897 crowdfunding.—
898 (1) This section may be cited as the "The Florida Limited
899 Offering Intrastate Crowdfunding Exemption."
900 (2) The registration provisions of s. 517.07 do not apply
Page 36 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
901 to a securities transaction conducted in accordance with this
902 section; however, such transaction is subject to s. 517.301
903 Notwithstanding any other provision of this chapter, an offer or
904 sale of a security by an issuer is an exempt transaction under
905 s. 517.061 if the offer or sale is conducted in accordance with
906 this section. The exemption provided in this section may not be
907 used in conjunction with any other exemption under s. 517.051 or
908 s. 517.061.
909 (3) The offer or sale of securities under this section
910 must be conducted in accordance with the requirements of the
911 federal exemption for intrastate offerings in s. 3(a)(11) of the
912 Securities Act of 1933, 15 U.S.C. s. 77c(a)(11), as amended, and
913 United States Securities and Exchange Commission Rule 147, 17
914 C.F.R. s. 230.147, as amended, or Securities and Exchange
915 Commission Rule 147A, 17. C.F.R. s. 230.147A, as amended adopted
916 pursuant to the Securities Act of 1933.
917 (4) An issuer must:
918 (a) Must be a for-profit business entity that maintains
919 formed under the laws of the state, be registered with the
920 Secretary of State, maintain its principal place of business in
921 the state, and derives derive its revenues primarily from
922 operations in this the state.
923 (b) Must conduct transactions for an the offering of $2.5
924 million or more through a dealer registered with the office or
925 an intermediary registered under s. 517.12 s. 517.12(19). For an
Page 37 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
926 offering of less than $2.5 million, the issuer may, but is not
927 required to, use such a dealer or intermediary.
928 (c) May not be, either before or as a result of the
929 offering, an investment company as defined in s. 3 of the
930 Investment Company Act of 1940, 15 U.S.C. s. 80a-3, as amended,
931 or subject to the reporting requirements of s. 13 or s. 15(d) of
932 the Securities Exchange Act of 1934, 15 U.S.C. s. 78m or s.
933 78o(d), as amended.
934 (d) May not be a business entity that has company with an
935 undefined business operation, a company that lacks a business
936 plan, a company that lacks a stated investment goal for the
937 funds being raised, or a company that plans to engage in a
938 merger or acquisition with an unspecified business entity.
939 (e) May not be subject to a disqualification established
940 by the commission or office or a disqualification described in
941 s. 517.0616 or s. 517.1611 or United States Securities and
942 Exchange Commission Rule 506(d), 17 C.F.R. 230.506(d), adopted
943 pursuant to the Securities Act of 1933. Each director, officer,
944 manager, managing member, or general partner, or person
945 occupying a similar status or performing a similar function, or
946 person holding more than 20 percent of the equity interest
947 shares of the issuer, is subject to this paragraph requirement.
948 (f) Must deposit all funds received from investors in an
949 account in Execute an escrow agreement with a federally insured
950 financial institution authorized to do business in this the
Page 38 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
951 state, and maintain all such funds in the account until the
952 target offering amount has been reached or the offering has been
953 terminated or has expired. If the target offering amount has not
954 been reached within the period specified by the issuer in the
955 disclosure statement provided to investors, or if the offering
956 is terminated or expires, the issuer must refund invested funds
957 to all investors within 10 business days after such occurrence
958 for the deposit of investor funds, and ensure that all offering
959 proceeds are provided to the issuer only when the aggregate
960 capital raised from all investors is equal to or greater than
961 the target offering amount.
962 (g) Must use all funds in accordance with the use of
963 proceeds as disclosed to prospective investors Allow investors
964 to cancel a commitment to invest within 3 business days before
965 the offering deadline, as stated in the disclosure statement,
966 and issue refunds to all investors if the target offering amount
967 is not reached by the offering deadline.
968 (5) The issuer must file a notice of the offering with the
969 office, in writing or in electronic form, in a format prescribed
970 by commission rule, together with a nonrefundable filing fee of
971 $200. The filing fee must shall be deposited into the Regulatory
972 Trust Fund of the office. The commission may adopt rules
973 establishing procedures for the deposit of fees and the filing
974 of documents by electronic means if the procedures provide the
975 office with the information and data required by this section. A
Page 39 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
976 notice is effective upon receipt, by the office, of the
977 completed form, filing fee, and an irrevocable written consent
978 to service of civil process, similar to that provided for in s.
979 517.101. The notice may be terminated by filing with the office
980 a notice of termination. The notice and offering expire 12
981 months after filing the notice with the office and are not
982 eligible for renewal. The notice must:
983 (a) Be filed with the office at least 10 days before the
984 issuer commences an offering of securities or the offering is
985 displayed on a website of an intermediary in reliance upon the
986 exemption provided by this section.
987 (b) Indicate that the issuer is conducting an offering in
988 reliance upon the exemption provided by this section.
989 (c) Contain the name and contact information, including an
990 e-mail address, of the issuer.
991 (d) Identify any predecessors, owners, officers,
992 directors, general partners, managers, managing members, and
993 control persons or any person occupying a similar status or
994 performing a similar function of the issuer, including that
995 person's title, his or her status as a partner, trustee, or sole
996 proprietor or a similar role, and his or her ownership
997 percentage.
998 (e) Identify the federally insured financial institution
999 into, authorized to do business in the state, in which investor
1000 funds will be deposited, in accordance with the escrow
Page 40 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1001 agreement.
1002 (f) Require an attestation under oath that the issuer, its
1003 predecessors, affiliated issuers, directors, officers, and
1004 control persons, or any other person occupying a similar status
1005 or performing a similar function, are not currently and have not
1006 been within the past 10 years the subject of regulatory or
1007 criminal actions involving fraud or deceit.
1008 (g) Include documentation verifying that the issuer is
1009 organized under the laws of the state and authorized to do
1010 business in the state.
1011 (h) If applicable, include the intermediary's website
1012 address where the issuer's securities will be offered.
1013 (g)(i) State Include the target offering amount and the
1014 date, not to exceed 365 days, by which the target amount must be
1015 reached in order to avoid termination of the offering .
1016 (6) The issuer must amend the notice form within 10
1017 business 30 days after any material information contained in the
1018 notice becomes inaccurate for any reason. The commission may
1019 require, by rule, an issuer who has filed a notice under this
1020 section to file amendments with the office.
1021 (7) The issuer may engage in general advertising and
1022 general solicitation of the offering to prospective investors.
1023 Any oral or written statements in advertising or solicitation of
1024 the offering which contain a material misstatement, or which
1025 fail to disclose material information, are subject to
Page 41 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1026 enforcement under this chapter. Any general advertising or other
1027 general announcement must state that the offering is limited and
1028 open only to residents of this state.
1029 (8) The issuer must provide a disclosure statement to
1030 investors and the dealer or intermediary, along with a copy to
1031 the office at the time that the notice is filed, and make
1032 available to potential investors through the dealer or
1033 intermediary, as applicable; to the office at the time that the
1034 notice is filed; and to each prospective investor at least 3
1035 days before the investor's commitment to purchase or payment of
1036 any consideration. The, a disclosure statement must contain
1037 containing material information about the issuer and the
1038 offering, including all of the following:
1039 (a) The name, legal status, physical address, e-mail
1040 address, and website address of the issuer.
1041 (b) The names of the directors, officers, managers,
1042 managing members, and general partners and any person occupying
1043 a similar status or performing a similar function, and the name
1044 and ownership percentage of each person holding more than 20
1045 percent of the issuer's equity interests shares of the issuer.
1046 (c) A description of the current business of the issuer
1047 and the anticipated business plan of the issuer.
1048 (d) A description of the stated purpose and intended use
1049 of the proceeds of the offering.
1050 (e) The target offering amount and, the deadline to reach
Page 42 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1051 the target offering amount, and regular updates regarding the
1052 progress of the issuer in meeting the target offering amount .
1053 (f) The price to the public of the securities or the
1054 method for determining the price. However, before the sale, each
1055 investor must receive in writing the final price and all
1056 required disclosures and have an opportunity to rescind the
1057 commitment to purchase the securities.
1058 (g) A description of the ownership and capital structure
1059 of the issuer, including:
1060 1. Terms of the securities being offered and each class of
1061 security of the issuer, including how those terms may be
1062 modified, and a summary of the differences between such
1063 securities, including how the rights of the securities being
1064 offered may be materially limited, diluted, or qualified by
1065 rights of any other class of security of the issuer.
1066 2. A description of how the exercise of the rights held by
1067 the principal equity holders shareholders of the issuer could
1068 negatively impact the purchasers of the securities being
1069 offered.
1070 3. The name and ownership level of each existing
1071 shareholder who owns more than 20 percent of any class of the
1072 securities of the issuer.
1073 4. How the securities being offered are being valued, and
1074 examples of methods of how such securities may be valued by the
1075 issuer in the future, including during subsequent corporate
Page 43 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1076 actions.
1077 5. The risks to purchasers of the securities relating to
1078 minority ownership in the issuer, the risks associated with
1079 corporate action, including additional issuances of shares, a
1080 sale of the issuer or of assets of the issuer, or transactions
1081 with related parties.
1082 (h) A statement that the security being offered is not
1083 registered under federal or state securities laws and that the
1084 securities are subject to the limitation on resale contained in
1085 Securities and Exchange Commission Rule 147 or Rule 147A.
1086 (i) Any issuer plans, formal or informal, to offer
1087 additional securities in the future.
1088 (j) The risks to purchasers of the securities relating to
1089 minority ownership in the issuer.
1090 (k)(h) A description of the financial condition of the
1091 issuer.
1092 1. For offerings that, in combination with all other
1093 offerings of the issuer within the preceding 12-month period,
1094 have target offering amounts of $500,000 $100,000 or less, the
1095 financial statements of the issuer may be, but are not required
1096 to be, included description must include the most recent income
1097 tax return filed by the issuer, if any, and a financial
1098 statement that must be certified by the principal executive
1099 officer of the issuer as true and complete in all material
1100 respects.
Page 44 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1101 2. For offerings that, in combination with all other
1102 offerings of the issuer within the preceding 12-month period,
1103 have target offering amounts of more than $500,000 $100,000, but
1104 not more than $2.5 million $500,000, the description must
1105 include financial statements prepared in accordance with
1106 generally accepted accounting principles and reviewed by a
1107 certified public accountant, as defined in s. 473.302, who is
1108 independent of the issuer, using professional standards and
1109 procedures for such review or standards and procedures
1110 established by commission the office, by rule, for such purpose.
1111 3. For offerings that, in combination with all other
1112 offerings of the issuer within the preceding 12-month period,
1113 have target offering amounts of more than $2.5 million $500,000,
1114 the description must include audited financial statements
1115 prepared in accordance with generally accepted accounting
1116 principles by a certified public accountant, as defined in s.
1117 473.302, who is independent of the issuer, and other
1118 requirements as the commission may establish by rule.
1119 (l)(i) The following statement in boldface, conspicuous
1120 type on the front page of the disclosure statement:
1121
1122 Neither the Securities and Exchange Commission nor any
1123 state securities commission has approved or
1124 disapproved these securities or determined if this
1125 disclosure statement is truthful or complete. Any
Page 45 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1126 representation to the contrary is a criminal offense.
1127
1128 These securities are offered under, and will be sold
1129 in reliance upon, an exemption from the registration
1130 requirements of federal and Florida securities laws.
1131 Consequently, Neither the Federal Government nor the
1132 State of Florida has reviewed the accuracy or
1133 completeness of any offering materials. In making an
1134 investment decision, investors must rely on their own
1135 examination of the issuer and the terms of the
1136 offering, including the merits and risks involved.
1137 These securities are subject to restrictions on
1138 transferability and resale and may not be transferred
1139 or resold except as specifically authorized by
1140 applicable federal and state securities laws.
1141 Investing in these securities involves a speculative
1142 risk, and investors should be able to bear the loss of
1143 their entire investment.
1144 (8) The issuer shall provide to the office a copy of the
1145 escrow agreement with a financial institution authorized to
1146 conduct business in this state. All investor funds must be
1147 deposited in the escrow account. The escrow agreement must
1148 require that all offering proceeds be released to the issuer
1149 only when the aggregate capital raised from all investors is
1150 equal to or greater than the minimum target offering amount
Page 46 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1151 specified in the disclosure statement as necessary to implement
1152 the business plan, and that all investors will receive a full
1153 return of their investment commitment if that target offering
1154 amount is not raised by the date stated in the disclosure
1155 statement.
1156 (9) The sum of all cash and other consideration received
1157 for sales of a security under this section may not exceed $5 $1
1158 million, less the aggregate amount received for all sales of
1159 securities by the issuer within the 12 months preceding the
1160 first offer or sale made in reliance upon this exemption. Offers
1161 or sales to a person owning 20 percent or more of the
1162 outstanding equity interests shares of any class or classes of
1163 securities or to an officer, director, manager, managing member,
1164 general partner, or trustee, or a person occupying a similar
1165 status, do not count toward this limitation.
1166 (10) Unless the investor is an accredited investor , or the
1167 issuer reasonably believes that the investor is an accredited
1168 investor as defined by Rule 501 of Regulation D, adopted
1169 pursuant to the Securities Act of 1933, the aggregate amount of
1170 securities sold by an issuer to an investor in transactions
1171 exempt from registration requirements under this subsection in a
1172 12-month period may not exceed $10,000:
1173 (a) The greater of $2,000 or 5 percent of the annual
1174 income or net worth of such investor, if the annual income or
1175 the net worth of the investor is less than $100,000.
Page 47 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1176 (b) Ten percent of the annual income or net worth of such
1177 investor, not to exceed a maximum aggregate amount sold of
1178 $100,000, if either the annual income or net worth of the
1179 investor is equal to or exceeds $100,000.
1180 (11) The issuer shall file with the office and provide to
1181 investors free of charge an annual report of the results of
1182 operations and financial statements of the issuer within 45 days
1183 after the end of its fiscal year, until no securities under this
1184 offering are outstanding. The annual reports must meet the
1185 following requirements:
1186 (a) Include an analysis by management of the issuer of the
1187 business operations and the financial condition of the issuer,
1188 and disclose the compensation received by each director,
1189 executive officer, and person having an ownership interest of 20
1190 percent or more of the issuer, including cash compensation
1191 earned since the previous report and on an annual basis, and any
1192 bonuses, stock options, other rights to receive securities of
1193 the issuer, or any affiliate of the issuer, or other
1194 compensation received.
1195 (b) Disclose any material change to information contained
1196 in the disclosure statements which was not disclosed in a
1197 previous report.
1198 (11)(12)(a) A notice-filing under this section must shall
1199 be summarily suspended by the office if:
1200 (a) The payment for the filing is dishonored by the
Page 48 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1201 financial institution upon which the funds are drawn. For
1202 purposes of s. 120.60(6), failure to pay the required notice
1203 filing fee constitutes an immediate and serious danger to the
1204 public health, safety, and welfare. The office shall enter a
1205 final order revoking a notice-filing in which the payment for
1206 the filing is dishonored by the financial institution upon which
1207 the funds are drawn; or.
1208 (b) A notice-filing under this section shall be summarily
1209 suspended by the office if The issuer made a material false
1210 statement in the issuer's notice-filing. The summary suspension
1211 remains shall remain in effect until a final order is entered by
1212 the office. For purposes of s. 120.60(6), a material false
1213 statement made in the issuer's notice-filing constitutes an
1214 immediate and serious danger to the public health, safety, and
1215 welfare. If an issuer made a material false statement in the
1216 issuer's notice-filing, the office must shall enter a final
1217 order revoking the notice-filing, issue a fine as prescribed by
1218 s. 517.191(9) s. 517.221(3), and issue permanent bars under s.
1219 517.191(10) s. 517.221(4) to the issuer and all owners,
1220 officers, directors, general partners, and control persons, or
1221 any person occupying a similar status or performing a similar
1222 function of the issuer, including title; status as a partner,
1223 trustee, sole proprietor, or similar role; and ownership
1224 percentage.
1225 (12)(13) If the issuer employs the services of an
Page 49 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1226 intermediary, the An intermediary must:
1227 (a) Take measures, as established by commission rule, to
1228 reduce the risk of fraud with respect to the transactions,
1229 including verifying that the issuer is in compliance with the
1230 requirements of this section and, if necessary, denying an
1231 issuer access to its platform if the intermediary believes it is
1232 unable to adequately assess the risk of fraud of the issuer or
1233 its potential offering.
1234 (b) Provide basic information on its website regarding the
1235 high risk of investment in and limitation on the resale of
1236 exempt securities and the potential for loss of an entire
1237 investment. The basic information must include, but need not be
1238 limited to, all of the following:
1239 1. A description of the financial institution into which
1240 investor funds will be deposited escrow agreement that the
1241 issuer has executed and the conditions for the use release of
1242 such funds by to the issuer in accordance with the agreement and
1243 subsection (4).
1244 2. A description of whether financial information provided
1245 by the issuer has been audited by an independent certified
1246 public accountant, as defined in s. 473.302.
1247 (c) Obtain from each prospective investor a zip code or
1248 residence address, a copy of a driver license, and any other
1249 proof of residency in order for the issuer or intermediary to
1250 reasonably believe that the potential investor is a resident of
Page 50 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1251 this state. The commission may adopt rules authorizing
1252 additional forms of identification and prescribing the process
1253 for verifying any identification presented by the prospective
1254 investor.
1255 (d) Obtain information sufficient for the issuer or
1256 intermediary to reasonably believe that a particular prospective
1257 investor is an accredited investor
1258 (c) Obtain a zip code or residence address from each
1259 potential investor who seeks to view information regarding
1260 specific investment opportunities, in order to confirm that the
1261 potential investor is a resident of the state.
1262 (d) Obtain and verify a valid Florida driver license
1263 number or Florida identification card number from each investor
1264 before purchase of a security to confirm that the investor is a
1265 resident of the state. The commission may adopt rules
1266 authorizing additional forms of identification and prescribing
1267 the process for verifying any identification presented by the
1268 investor.
1269 (e) Obtain an affidavit from each investor stating that
1270 the investment being made by the investor is consistent with the
1271 income requirements of subsection (10).
1272 (f) Direct the release of investor funds in escrow in
1273 accordance with subsection (4).
1274 (g) Direct investors to transmit funds directly to the
1275 financial institution designated in the escrow agreement to hold
Page 51 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1276 the funds for the benefit of the investor.
1277 (e)(h) Provide a monthly update for each offering, after
1278 the first full month after the date of the offering. The update
1279 must be accessible on the intermediary's website and must
1280 display the date and amount of each sale of securities, and each
1281 cancellation of commitment to invest, in the previous calendar
1282 month.
1283 (i) Require each investor to certify in writing, including
1284 as part of such certification his or her signature and his or
1285 her initials next to each paragraph of the certification, as
1286 follows:
1287 I understand and acknowledge that:
1288 I am investing in a high-risk, speculative business
1289 venture. I may lose all of my investment, and I can afford the
1290 loss of my investment.
1291 This offering has not been reviewed or approved by any
1292 state or federal securities commission or other regulatory
1293 authority and no regulatory authority has confirmed the accuracy
1294 or determined the adequacy of any disclosure made to me relating
1295 to this offering.
1296 The securities I am acquiring in this offering are illiquid
1297 and are subject to possible dilution. There is no ready market
1298 for the sale of the securities. It may be difficult or
1299 impossible for me to sell or otherwise dispose of the
1300 securities, and I may be required to hold the securities
Page 52 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1301 indefinitely.
1302 I may be subject to tax on my share of the taxable income
1303 and losses of the issuer, whether or not I have sold or
1304 otherwise disposed of my investment or received any dividends or
1305 other distributions from the issuer.
1306 By entering into this transaction with the issuer, I am
1307 affirmatively representing myself as being a Florida resident at
1308 the time this contract is formed, and if this representation is
1309 subsequently shown to be false, the contract is void.
1310 If I resell any of the securities I am acquiring in this
1311 offering to a person that is not a Florida resident within 9
1312 months after the closing of the offering, my contract with the
1313 issuer for the purchase of these securities is void.
1314 (j) Require each investor to answer questions
1315 demonstrating an understanding of the level of risk generally
1316 applicable to investments in startups, emerging businesses, and
1317 small issuers, and an understanding of the risk of illiquidity.
1318 (f)(k) Take reasonable steps to protect personal
1319 information collected from investors, as required by s. 501.171.
1320 (g)(l) Prohibit its directors, and officers, managers,
1321 managing members, general partners, employees, and agents from
1322 having any financial interest in the issuer using its services.
1323 (m) Implement written policies and procedures that are
1324 reasonably designed to achieve compliance with federal and state
1325 securities laws; comply with the anti-money laundering
Page 53 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1326 requirements of 31 C.F.R. chapter X applicable to registered
1327 brokers; and comply with the privacy requirements of 17 C.F.R.
1328 part 248 relating to brokers.
1329 (13)(14) An intermediary not registered as a dealer under
1330 s. 517.12(5) may not:
1331 (a) Offer investment advice or recommendations. A refusal
1332 by an intermediary to post an offering that it deems not
1333 credible or that represents a potential for fraud may not be
1334 construed as an offer of investment advice or recommendation.
1335 (b) Solicit purchases, sales, or offers to buy securities
1336 offered or displayed on its website.
1337 (c) Compensate employees, agents, or other persons for the
1338 solicitation of, or based on the sale of, securities offered or
1339 displayed on its website.
1340 (d) Hold, manage, possess, or otherwise handle investor
1341 funds or securities.
1342 (e) Compensate promoters, finders, or lead generators for
1343 providing the intermediary with the personal identifying
1344 information of any prospective potential investor.
1345 (f) Engage in any other activities set forth by commission
1346 rule.
1347 (14) If the issuer does not employ a dealer or an
1348 intermediary for an offering pursuant to the exemption created
1349 under this section, the issuer must fulfill each of the
1350 obligations specified in paragraphs (12)(c)-(f).
Page 54 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1351 (15) Any sale made pursuant to the exemption created under
1352 this section is voidable by the purchaser within 3 days after
1353 the first tender of consideration is made by such purchaser to
1354 the issuer by notifying the issuer that the purchaser expressly
1355 voids the purchase. The purchaser's notice to the issuer must be
1356 sent by e-mail to the issuer's e-mail address set forth in the
1357 disclosure statement that is provided to the purchaser or
1358 purchaser's representative or by certified mail or overnight
1359 delivery service with proof of delivery to the mailing address
1360 set forth in the disclosure statement All funds received from
1361 investors must be directed to the financial institu tion
1362 designated in the escrow agreement to hold the funds and must be
1363 used in accordance with representations made to investors by the
1364 intermediary. If an investor cancels a commitment to invest, the
1365 intermediary must direct the financial institution desig nated to
1366 hold the funds to promptly refund the funds of the investor.
1367 Section 5. Section 517.0612, Florida Statutes, is created
1368 to read:
1369 517.0612 Florida Invest Local Exemption.—
1370 (1) This section may be cited as the "Florida Invest Local
1371 Exemption."
1372 (2) The registration provisions of s. 517.07 do not apply
1373 to a securities transaction conducted in accordance with this
1374 section; however, such transaction is subject to s. 517.301.
1375 (3) The offer or sale of securities under this section
Page 55 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1376 must meet the requirements of the federal exemption for
1377 intrastate offerings in s. 3(a)(11) of the Securities Act of
1378 1933, Securities and Exchange Commission Rule 147, or Securities
1379 and Exchange Commission Rule 147A, as amended.
1380 (4) The issuer must be a for-profit business entity
1381 registered with the Department of State which has its principal
1382 place of business in this state. The issuer may not be, before
1383 or as a result of the offering:
1384 (a) An investment company as defined in the Investment
1385 Company Act of 1940, as amended;
1386 (b) Subject to the reporting requirements of the
1387 Securities and Exchange Act of 1934, as amended;
1388 (c) A business entity that has an undefined business
1389 operation, lacks a business plan, lacks a stated investment goal
1390 for the funds being raised, or plans to engage in a merger or
1391 acquisition with an unspecified business entity; or
1392 (d) Subject to a disqualification as provided in s.
1393 517.0616.
1394 (5) The sum of all cash and other consideration received
1395 from all sales of the securities in reliance upon the exemption
1396 under this section may not exceed $500,000, less the aggregate
1397 amount received for all sales of securities by the issuer within
1398 the 12 months before the first offer or sale made in reliance on
1399 this exemption.
1400 (6)(a) The issuer may not accept more than $10,000 from
Page 56 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1401 any single purchaser unless any of the following apply:
1402 1. The issuer reasonably believes that the purchaser is an
1403 accredited investor.
1404 2. The purchaser is an officer, director, partner, or
1405 trustee, or an individual occupying a similar status or
1406 performing similar functions, of the issuer.
1407 3. The purchaser is an owner of 10 percent or more of the
1408 issuer's outstanding equity.
1409 (b) For purposes of this subsection, the following persons
1410 must be treated collectively as a single purchaser:
1411 1. Any spouse or child of the purchaser or any related
1412 family member who has the same primary residence as the
1413 purchaser.
1414 2. Any business entity of which the purchaser and any
1415 person related to the purchaser as provided in subparagraph 1.
1416 collectively own more than 50 percent of the equity interest.
1417 (7) The issuer may engage in general advertising and
1418 general solicitation of the offering. Any general advertising or
1419 other general announcement must state that the offer is limited
1420 and open only to residents of this state. Any oral or written
1421 statements in advertising or solicitation of the offer which
1422 contain a material misstatement, or which fail to disclose
1423 material information, are subject to enforcement under this
1424 chapter.
1425 (8) A purchaser must receive, at least 3 business days
Page 57 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1426 before any binding commitment to purchase or consideration paid,
1427 a disclosure statement that provides material information
1428 regarding the issuer, including, but not limited to, all of the
1429 following information:
1430 (a) The issuer's name, type of entity, and contact
1431 information.
1432 (b) The name and contact information of each director,
1433 officer, or other manager of the issuer.
1434 (c) A description of the issuer's business.
1435 (d) A description of the security being offered.
1436 (e) The total amount of the offering.
1437 (f) The intended use of proceeds from the sale of the
1438 securities.
1439 (g) The target offering amount.
1440 (h) A statement that if the target offering amount is not
1441 obtained in cash or in the value of other tangible consideration
1442 received on a date that is no more than 180 days after the
1443 commencement of the offering, the offering will be terminated,
1444 and any funds or other consideration received from purchasers
1445 must be promptly returned.
1446 (i) A statement that the security being offered is not
1447 registered under federal or state securities laws and that the
1448 securities are subject to the limitation on resale contained in
1449 Securities and Exchange Commission Rule 147 or Rule 147A.
1450 (j) The names and addresses of all persons who will be
Page 58 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1451 involved in the offer and sale of securities on behalf of the
1452 issuer.
1453 (k) The name of the bank or other depository institution
1454 into which investor funds will be deposited.
1455 (l) The following statement in boldface, conspicuous type:
1456
1457 Neither the Securities and Exchange Commission nor any
1458 state securities commission has approved or
1459 disapproved these securities or determined that this
1460 disclosure statement is truthful or complete. Any
1461 representation to the contrary is a criminal offense.
1462
1463 (9) All funds received from investors must be deposited
1464 into a bank or depository institution authorized to do business
1465 in this state. The issuer may not withdraw any amount of the
1466 offering proceeds unless the target offering amount has been
1467 received.
1468 (10) The issuer must file a notice of the offering with
1469 the office, in writing or in electronic form, in a format
1470 prescribed by commission rule, no less than 5 business days
1471 before the offering commences, along with the disclosure
1472 statement described in subsection (8). If there are any material
1473 changes to the information previously submitted, the issuer,
1474 within 3 business days after such material change, must file an
1475 amended notice.
Page 59 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1476 (11) An individual, entity, or entity employee who acts as
1477 an agent for the issuer in the offer or sale of securities and
1478 is not registered as a dealer under this chapter may not do
1479 either of the following:
1480 (a) Receive compensation based upon the solicitation of
1481 purchases, sales, or offers to purchase the securities.
1482 (b) Take custody of investor funds or securities.
1483 (12) Any sale made pursuant to the exemption created under
1484 this section is voidable by the purchaser within 3 days after
1485 the first tender of consideration is made by such purchaser to
1486 the issuer by notifying the issuer that the purchaser expressly
1487 voids the purchase. The purchaser's notice to the issuer must be
1488 sent by e-mail to the issuer's e-mail address set forth in the
1489 disclosure statement that is provided to a purchaser or the
1490 purchaser's representative or by hand delivery, courier service,
1491 or other method by which written proof of delivery to the issuer
1492 of the purchaser's election to rescind the purchase is
1493 evidenced.
1494 Section 6. Section 517.0613, Florida Statutes, is created
1495 to read:
1496 517.0613 Failure to comply with a securities registration
1497 exemption.—
1498 (1) Failure to meet the requirements for any exemption
1499 from securities registration does not preclude the issuer from
1500 claiming the availability of any other applicable state or
Page 60 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1501 federal exemption.
1502 (2) The exemptions created under ss. 517.061, 517.0611,
1503 and 517.0612 are not available to an issuer for any transaction
1504 or series of transactions that, although in technical compliance
1505 with the applicable provisions, is part of a plan or scheme to
1506 evade the registration provisions of s. 517.07, and registration
1507 under s. 517.07 is required in connection with such
1508 transactions.
1509 Section 7. Section 517.0614, Florida Statutes, is created
1510 to read:
1511 517.0614 Integration of offerings.—
1512 (1) If the safe harbors in subsection (2) do not apply, in
1513 determining whether two or more offerings are to be treated as
1514 one for the purpose of registration or qualifying for an
1515 exemption from registration under this chapter, offers and sales
1516 may not be integrated if, based on the particular facts and
1517 circumstances, the issuer can establish either that each
1518 offering complies with the registration requirements of this
1519 chapter, or that an exemption from registration is available for
1520 the particular offering, provided that any transaction or series
1521 of transactions that, although in technical compliance with this
1522 chapter, is part of a plan or scheme to evade the registration
1523 requirements of this chapter will not have the effect of
1524 avoiding integration. In making this determination:
1525 (a) For an exempt offering prohibiting general
Page 61 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1526 solicitation, the issuer must have a reasonable belief, based on
1527 the facts and circumstances, with respect to each purchaser in
1528 the exempt offering prohibiting general solicitation, that the
1529 issuer or any person acting on the issuer's behalf:
1530 1. Did not solicit such purchaser through the use of
1531 general solicitation; or
1532 2. Established a substantive relationship with such
1533 purchaser before the commencement of the exempt offering
1534 prohibiting general solicitation, provided that a purchaser
1535 previously solicited through the use of general solicitation is
1536 not deemed to have been solicited through the use of general
1537 solicitation in the current offering if, during the 45 calendar
1538 days following such previous general solicitation:
1539 a. No offer or sale of the same or similar class of
1540 securities has been made by or on behalf of the issuer,
1541 including to such purchaser; and
1542 b. The issuer or any person acting on the issuer's behalf
1543 has not solicited such purchaser through the use of general
1544 solicitation for any other security.
1545 (b) For two or more concurrent exempt offerings permitting
1546 general solicitation, in addition to satisfying the requirements
1547 of the particular exemption relied on, general solicitation
1548 offering materials for one offering that includes information
1549 about the material terms of a concurrent offering under another
1550 exemption may constitute an offer of securities in such other
Page 62 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1551 offering, and therefore the offer must comply with all the
1552 requirements for, and restrictions on, offers under the
1553 exemption being relied on for such other offering, including any
1554 legend requirements and communications restrictions.
1555 (2) The integration analysis required by subsection (1) is
1556 not required if any of the following nonexclusive safe harbors
1557 apply:
1558 (a) An offering commenced more than 30 calendar days
1559 before the commencement of any other offering, or more than 30
1560 calendar days after the termination or completion of any other
1561 offering, may not be integrated with such other offerin g,
1562 provided that for an exempt offering for which general
1563 solicitation is not permitted which follows by 30 calendar days
1564 or more an offering that allows general solicitation, paragraph
1565 (1)(a) applies.
1566 (b) Offers and sales made in compliance with any of the
1567 following provisions are not subject to integration with other
1568 offerings:
1569 1. Section 517.051 or s. 517.061, except s. 517.061(9),
1570 (10), or (11).
1571 2. Section 517.0611 or s. 517.0612.
1572 Section 8. Section 517.0615, Florida Statutes, is created
1573 to read:
1574 517.0615 Solicitations of interest.—
1575 (1) A communication may not be deemed to constitute
Page 63 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1576 general solicitation or general advertising if the communication
1577 is made in connection with a seminar or meeting in which more
1578 than one issuer participates and which is sponsored by a
1579 college, a university, or another institution of higher
1580 education; a state or local government or an instrumentality
1581 thereof; a nonprofit chamber of commerce or other nonprofit
1582 organization; or an angel investor group, incubator, or
1583 accelerator, if all of the following apply:
1584 (a) Advertising for the seminar or meeting does not
1585 reference a specific offering of securities by the issuer.
1586 (b) The sponsor of the seminar or meeting does not do any
1587 of the following:
1588 1. Make investment recommendations or provide investment
1589 advice to attendees of the seminar or meeting.
1590 2. Engage in any investment negotiations between the
1591 issuer and investors attending the seminar or meeting.
1592 3. Charge attendees of the seminar or meeting any fees,
1593 other than reasonable administrative fees.
1594 4. Receive any compensation for making introductions
1595 between seminar or meeting attendees and issuers or for
1596 investment negotiations between such parties.
1597 5. Receive any compensation with respect to the semina r or
1598 meeting, which compensation would require registration or
1599 notice-filing under this chapter, the Securities Exchange Act of
1600 1934, 15 U.S.C. ss. 78a et seq., as amended, or the Investment
Page 64 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1601 Advisers Act of 1940, 15 U.S.C. s. 80b-1 et seq., as amended.
1602 The sponsorship of or participation in the seminar or meeting
1603 does not by itself require registration or notice-filing under
1604 this chapter.
1605 (c) The type of information regarding an offering of
1606 securities by the issuer which is communicated or distributed by
1607 or on behalf of the issuer in connection with the seminar or
1608 meeting is limited to a notification that the issuer is in the
1609 process of offering or planning to offer securities, the type
1610 and amount of securities being offered, the intended use of
1611 proceeds of the offering, and the unsubscribed amount in an
1612 offering.
1613 (d) If the event allows attendees to participate
1614 virtually, rather than in person, online participation in the
1615 event is limited to:
1616 1. Individuals that are members of, or otherwise
1617 associated with, the sponsor organization;
1618 2. Individuals that the sponsor reasonably believes are
1619 accredited investors; or
1620 3. Individuals that have been invited to the event by the
1621 sponsor based on industry or investment-related experience
1622 reasonably selected by the sponsor in good faith and disclosed
1623 in the public communications about the event.
1624 (2) Before any offers or sales are made in connection with
1625 an offering, communications by an issuer or any person
Page 65 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1626 authorized to act on behalf of the issuer are not dee med to
1627 constitute general solicitation or general advertising if the
1628 communication is solely for the purpose of determining whether
1629 there is any interest in a contemplated securities offering.
1630 Requirements imposed under this chapter on written or oral
1631 statements made in the course of such communication may be
1632 enforced as provided in this chapter. The solicitation or
1633 acceptance of money or other consideration or of any commitment,
1634 binding or otherwise, from any person is prohibited.
1635 (a) The communication must state all of the following:
1636 1. Money or other consideration is not being solicited
1637 and, if sent in response, will not be accepted.
1638 2. Any offer to buy the securities will not be accepted,
1639 and no part of the purchase price will be accepted.
1640 3. A person's indication of interest does not involve
1641 obligation or commitment of any kind.
1642 (b) Any written communication under this subsection may
1643 include a means by which a person may indicate to the issuer
1644 that the person is interested in a potential offeri ng. The
1645 issuer may require the name, address, telephone number, or e -
1646 mail address in any response form included in the written
1647 communication under this paragraph.
1648 (c) A communication in accordance with this subsection is
1649 not subject to s. 501.059, regarding telephone solicitations.
1650 Section 9. Section 517.0616, Florida Statutes, is created
Page 66 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1651 to read:
1652 517.0616 Disqualification.—A registration exemption under
1653 s. 517.061(9), (10), and (11), s. 517.0611, or s. 517.0612 is
1654 not available to an issuer that would be disqualified under
1655 Securities and Exchange Commission Rule 506(d), 17 C.F.R. s.
1656 230.506(d), as amended, at the time the issuer makes an offer
1657 for the sale of a security.
1658 Section 10. Present subsections (4) through (8) of section
1659 517.081, Florida Statutes, are redesignated as subsections (6)
1660 through (10), respectively, new subsections (4) and (5) are
1661 added to that section, and subsection (2), paragraph (g) of
1662 subsection (3), and present subsection (7) of that section are
1663 amended, to read:
1664 517.081 Registration procedure.—
1665 (2) The office shall receive and act upon applications for
1666 the registration of to have securities registered, and the
1667 commission may prescribe forms on which it may require such
1668 applications to be submitted. Applications must shall be duly
1669 signed by the applicant, sworn to by any person having knowledge
1670 of the facts, and filed with the office. The commission may
1671 establish, by rule, procedures for depositing fees and filing
1672 documents by electronic means provided such procedures p rovide
1673 the office with the information and data required by this
1674 section. An application may be made either by the issuer of the
1675 securities for which registration is applied or by any
Page 67 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1676 registered dealer desiring to sell such securities the same
1677 within the state.
1678 (3) The office may require the applicant to submit to the
1679 office the following information concerning the issuer and such
1680 other relevant information as the office may in its judgment
1681 deem necessary to enable it to ascertain whether such securities
1682 shall be registered pursuant to the provisions of this section:
1683 (g)1. A specimen copy of the securities certificate, if
1684 applicable, and a copy of any circular, prospectus,
1685 advertisement, or other description of such securities.
1686 2. The commission shall adopt a form for a simplified
1687 offering circular to register, under this section, securities
1688 that are sold in offerings in which the aggregate offering price
1689 in any consecutive 12-month period does not exceed the amount
1690 provided in s. 3(b) of the Securities Act of 1933, as amended.
1691 The following issuers shall not be eligible to submit a
1692 simplified offering circular adopted pursuant to this
1693 subparagraph:
1694 a. An issuer seeking to register securities for resale by
1695 persons other than the issuer.
1696 b. An issuer that is subject to any of the
1697 disqualifications described in 17 C.F.R. s. 230.262, adopted
1698 pursuant to the Securities Act of 1933, as amended, or that has
1699 been or is engaged or is about to engage in an activity that
1700 would be grounds for denial, revocation, or suspension under s.
Page 68 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1701 517.111. For purposes of this subparagraph, an issuer includes
1702 an issuer's director, officer, general partner, manager or
1703 managing member, trustee, or equity owner who owns at least 10
1704 percent of the ownership interests of the issuer, promoter, or
1705 selling agent of the securities to be offered or any officer,
1706 director, partner, or manager or managing member of such selling
1707 agent.
1708 c. An issuer that is a development-stage company that
1709 either has no specific business plan or purpose or has indicated
1710 that its business plan is to merge with an unidentified company
1711 or companies.
1712 d. An issuer of offerings in which the specific business
1713 or properties cannot be described.
1714 e. Any issuer the office determines is ineligible because
1715 the form does not provide full and fair disclosure of material
1716 information for the type of offering to be registered by the
1717 issuer.
1718 f. Any issuer that has failed to provide the office the
1719 reports required for a previous offering registered pursuant to
1720 this subparagraph.
1721
1722 As a condition precedent to qualifying for use of the simplified
1723 offering circular, an issuer shall agree to provide the office
1724 with an annual financial report containing a balance sheet as of
1725 the end of the issuer's fiscal year and a statement of income
Page 69 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1726 for such year, prepared in accordance with United States
1727 generally accepted accounting principles and accompanied by an
1728 independent accountant's report. If the issuer has more than 100
1729 security holders at the end of a fiscal year, the financial
1730 statements must be audited. Annual financial reports must be
1731 filed with the office within 90 days after the close of the
1732 issuer's fiscal year for each of the first 5 years following the
1733 effective date of the registration.
1734 (4) The commission may, by rule:
1735 (a) Establish criteria relating to the issuance of equity
1736 securities, debt securities, insurance company securities, real
1737 estate investment trusts, oil and gas investments, and other
1738 investments. In establishing these criteria, the commission may
1739 consider the rules and regulations of the Securities and
1740 Exchange Commission and statements of policy by the North
1741 American Securities Administrators Association, Inc., relating
1742 to the registration of securities offerings. The criteria must
1743 include all of the following:
1744 1. The promoter's equity investment ratio.
1745 2. The financial condition of the issuer.
1746 3. The voting rights of shareholders.
1747 4. The grant of options or warrants to underwriters and
1748 others.
1749 5. Loans and other transactions with affiliates of the
1750 issuer.
Page 70 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1751 6. The use, escrow, or refund of proceeds of the offering.
1752 (b) Prescribe forms requiring applications for the
1753 registration of securities to be submitted to the office,
1754 including a simplified offering circular to register, under this
1755 section, securities that are sold in offerings in which the
1756 aggregate offering price in any consecutive 12-month period does
1757 not exceed the amount provided in s. 3(b) of the Securities Act
1758 of 1933, as amended.
1759 (c) Establish procedures for depositing fees and filing
1760 documents by electronic means, provided that such procedures
1761 provide the office with the information and data required by
1762 this section.
1763 (d) Establish requirements and standards for the filing,
1764 content, and circulation of a preliminary, final, or amend ed
1765 prospectus, advertisements, and other sales literature. In
1766 establishing such requirements and standards, the commission
1767 shall consider the rules and regulations of the Securities and
1768 Exchange Commission relating to requirements for preliminary,
1769 final, or amended or supplemented prospectuses and the rules of
1770 the Financial Industry Regulatory Authority relating to
1771 advertisements and sales literature.
1772 (5) All of the following issuers are not eligible to
1773 submit a simplified offering circular:
1774 (a) An issuer that is subject to any of the
1775 disqualifications described in Securities and Exchange
Page 71 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1776 Commission Rule 262, 17 C.F.R. s. 230.262, as amended, or that
1777 has been or is engaged or is about to engage in an activity that
1778 would be grounds for denial, revocation, or suspension under s.
1779 517.111. For purposes of this paragraph, an issuer includes an
1780 issuer's director, officer, general partner, manager or managing
1781 member, trustee, or a person owning at least 10 percent of the
1782 ownership interests of the issuer; a promoter or selling agent
1783 of the securities to be offered; or any officer, director,
1784 partner, or manager or managing member of such selling agent.
1785 (b) An issuer that is a development-stage company that
1786 either has no specific business plan or purpose or has indicated
1787 that its business plan is to merge with an unidentified business
1788 entity or entities.
1789 (c) An issuer of offerings in which the specific business
1790 or properties cannot be described.
1791 (d) An issuer that the office determines is ineligible
1792 because the simplified circular does not provide full and fair
1793 disclosure of material information for the type of offering to
1794 be registered by the issuer.
1795 (9)(a)(7) The office shall record the registration of a
1796 security in the register of securities if, upon examination of
1797 an any application, it finds that all of the following
1798 requirements are met: the office
1799 1. The application is complete.
1800 2. The fee imposed in subsection (8) has been paid.
Page 72 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1801 3. The sale of the security would not be fraudulent and
1802 would not work or tend to work a fraud upon the purchaser.
1803 4. The terms of the sale of such securities would be fair,
1804 just, and equitable.
1805 5. The enterprise or business of the issuer is not based
1806 upon unsound business principles.
1807 (b) Upon registration, the security may be sold by the
1808 issuer or any registered dealer, subject, however, to the
1809 further order of the office shall find that the sale of the
1810 security referred to therein would not be fraudulent and would
1811 not work or tend to work a fraud upon the purchaser, that the
1812 terms of the sale of such securities would be fair, just, and
1813 equitable, and that the enterprise or business of the issuer is
1814 not based upon unsound business principles, it shall record the
1815 registration of such security in the register of securities; and
1816 thereupon such security so registered may be sold by any
1817 registered dealer, subject, however, to the further order of the
1818 office. In order to determine if an offering is fair, just, and
1819 equitable, the commission may by rule establish requirements and
1820 standards for the filing, content, and circulation of any
1821 preliminary, final, or amended prospectus and other sales
1822 literature and may by rule establish merit qualification
1823 criteria relating to the issuance of equity securities, de bt
1824 securities, insurance company securities, real estate investment
1825 trusts, and other traditional and nontraditional investments,
Page 73 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1826 including, but not limited to, oil and gas investments. The
1827 criteria may include such elements as the promoter's equity
1828 investment ratio, the financial condition of the issuer, the
1829 voting rights of shareholders, the grant of options or warrants
1830 to underwriters and others, loans and other affiliated
1831 transaction, the use or refund of proceeds of the offering, and
1832 such other relevant criteria as the office in its judgment may
1833 deem necessary to such determination.
1834 Section 11. Subsection (2) of section 517.101, Florida
1835 Statutes, is amended to read:
1836 517.101 Consent to service.—
1837 (2) Any such action must shall be brought either in the
1838 county of the plaintiff's residence or in the county in which
1839 the office has its official headquarters. The written consent
1840 must shall be authenticated by the seal of the said issuer, if
1841 it has a seal, and by the acknowledged signature of a director,
1842 manager, managing member, general partner, trustee, or officer
1843 of the issuer member of the copartnership or company, or by the
1844 acknowledged signature of any officer of the incorporated or
1845 unincorporated association, if it be an incorporated or
1846 unincorporated association, duly authorized by resolution of the
1847 board of directors, trustees, or managers of the corporation or
1848 association, and must shall in such case be accompanied by a
1849 duly certified copy of the resolution of the issuer's board of
1850 directors, trustees, managers, managing members, or general
Page 74 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1851 partners or managers of the corporation or association,
1852 authorizing the signer to execute the consent officers to
1853 execute the same. In case any process or pleadings mentioned in
1854 this chapter are served upon the office, service must it shall
1855 be by duplicate copies, one of which must shall be filed in the
1856 office and the other another immediately forwarded by the office
1857 by registered mail to the principal office of the issuer against
1858 which the said process or pleadings are directed.
1859 Section 12. Section 517.131, Florida Statutes, is amended
1860 to read:
1861 517.131 Securities Guaranty Fund.—
1862 (1) As used in this section, the term "final judgment"
1863 includes an arbitration award confirmed by a court of c ompetent
1864 jurisdiction.
1865 (2)(a) The Chief Financial Officer shall establish a
1866 Securities Guaranty Fund to provide monetary relief to victims
1867 of securities violations under this chapter who are entitled to
1868 monetary damages or restitution and cannot recover the full
1869 amount of such monetary damages or restitution from the
1870 wrongdoer. An amount not exceeding 20 percent of all revenues
1871 received as assessment fees pursuant to s. 517.12(9) and (10)
1872 for dealers and investment advisers or s. 517.1201 for federal
1873 covered advisers and an amount not exceeding 10 percent of all
1874 revenues received as assessment fees pursuant to s. 517.12(9)
1875 and (10) for associated persons must shall be part of the
Page 75 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1876 regular registration license fee and must shall be transferred
1877 to or deposited in the Securities Guaranty Fund.
1878 (b) If the balance in the Securities Guaranty Fund at any
1879 time exceeds $1.5 million, transfer of assessment fees to the
1880 this fund must shall be discontinued at the end of that
1881 registration license year, and transfer of such assessment fees
1882 may shall not resume be resumed unless the fund balance is
1883 reduced below $1 million by disbursement made in accordance with
1884 s. 517.141.
1885 (2) The Securities Guaranty Fund shall be disbursed as
1886 provided in s. 517.141 to a person who is adjudged by a court of
1887 competent jurisdiction to have suffered monetary damages as a
1888 result of any of the following acts committed by a dealer,
1889 investment adviser, or associated person who was licensed under
1890 this chapter at the time the act was committed:
1891 (a) A violation of s. 517.07.
1892 (b) A violation of s. 517.301.
1893 (3) A Any person is eligible for payment to seek recovery
1894 from the Securities Guaranty Fund if:
1895 (a) The act for which recovery is sought occurred on or
1896 after October 1, 2024, and the person:
1897 1. Holds an unsatisfied final judgment in which a
1898 wrongdoer was found to have violated s. 517.07 or s. 517.301;
1899 2. Has applied any amount recovered from the judgment
1900 debtor or any other source to the damages awarded by the court
Page 76 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1901 or arbitrator; and
1902 3. Is a natural person who was a resident of this state,
1903 or is a business entity that was domiciled in this state, at the
1904 time of the violation of s. 517.07 or s. 517.301; or
1905 (b) The person is a receiver appointed pursuant to s.
1906 517.191(2) by a court of competent jurisdiction for a wrongdoer
1907 ordered to pay restitution under s. 517.191(3) as a result of a
1908 violation of s. 517.07 or s. 517.301 which has requested payment
1909 from the Securities Guaranty Fund on behalf of a person eligible
1910 for payment under paragraph (a)
1911 (a) Such person has received final judgment in a court of
1912 competent jurisdiction in any action wherein the cause of action
1913 was based on a violation of those sections referred to in
1914 subsection (2).
1915 (b) Such person has made all reasonable searches and
1916 inquiries to ascertain whether the judgment debtor possesses
1917 real or personal property or other assets subject to being sold
1918 or applied in satisfaction of the judgment, and by her or his
1919 search the person has discovered no property or assets; or s he
1920 or he has discovered property and assets and has taken all
1921 necessary action and proceedings for the application thereof to
1922 the judgment, but the amount thereby realized was insufficient
1923 to satisfy the judgment. To verify compliance with such
1924 condition, the office may require such person to have a writ of
1925 execution be issued upon such judgment, may require a showing
Page 77 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1926 that no personal or real property of the judgment debtor liable
1927 to be levied upon in complete satisfaction of the judgment can
1928 be found, or may require an affidavit from the claimant setting
1929 forth the reasonable searches and inquiries undertaken and the
1930 result of those searches and inquiries.
1931 (c) Such person has applied any amounts recovered from the
1932 judgment debtor, or from any other source, to the damages
1933 awarded by the court.
1934 (d) The act for which recovery is sought occurred on or
1935 after January 1, 1979.
1936 (e) The office waives compliance with the requirements of
1937 paragraph (a) or paragraph (b). The office may waive such
1938 compliance if the dealer, investment adviser, or associated
1939 person which is the subject of the claim filed with the office
1940 is the subject of any proceeding in which a receiver has been
1941 appointed by a court of competent jurisdiction. If the office
1942 waives such compliance, the office may, upon petition by the
1943 debtor or the court-appointed trustee, examiner, or receiver,
1944 distribute funds from the Securities Guaranty Fund up to the
1945 amount allowed under s. 517.141. Any waiver granted pursuant to
1946 this section shall be considered a judgment for purposes of
1947 complying with the requirements of this section and of s.
1948 517.141.
1949 (4) A person who has done any of the following is not
1950 eligible for payment from the Securities Guaranty Fund:
Page 78 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1951 (a) Participated or assisted in a violation of this
1952 chapter.
1953 (b) Attempted to commit or committed a violation of this
1954 chapter.
1955 (c) Profited from a violation of this chapter.
1956 (5) An eligible person, or a receiver on behalf of the
1957 eligible person, seeking payment from the Securities Guaranty
1958 Fund must file with the office a written application on a form
1959 that the commission may prescribe by rule. The commission may
1960 adopt by rule procedures for filing documents by electronic
1961 means, provided that such procedures provide the office with the
1962 information and data required by this section. The application
1963 must be filed with the office within 1 year after the date of
1964 the final judgment, the date on which a restitution order has
1965 been ripe for execution, or the date of any appellate decision
1966 thereon, and, at minimum, must contain all of the following
1967 information:
1968 (a) The eligible person's and, if applicable, the
1969 receiver's full name, address, and contact information.
1970 (b) The person ordered to pay restitution.
1971 (c) If the eligible person is a business entity, t he
1972 eligible person's type and place of organization and, as
1973 applicable, a copy, as amended, of its articles of
1974 incorporation, articles of organization, trust agreement, or
1975 partnership agreement.
Page 79 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
1976 (d) Any final judgment and a copy thereof.
1977 (e) Any restitution order pursuant to s. 517.191(3), and a
1978 copy thereof.
1979 (f) An affidavit from the eligible person stating either
1980 one of the following:
1981 1. That the eligible person has made all reasonable
1982 searches and inquiries to ascertain whether the judgment debtor
1983 possesses real or personal property or other assets subject to
1984 being sold or applied in satisfaction of the final judgment and,
1985 by the eligible person's search, that the eligible person has
1986 not discovered any property or assets.
1987 2. That the eligible person has taken necessary action on
1988 the property and assets of the wrongdoers but the final judgment
1989 remains unsatisfied.
1990 (g) If the application is filed by the receiver, an
1991 affidavit from the receiver stating the amount of restitution
1992 owed to the eligible person on whose behalf the claim is filed;
1993 the amount of any money, property, or assets paid to the
1994 eligible person on whose behalf the claim is filed by the person
1995 over whom the receiver is appointed; and the amount of any
1996 unsatisfied portion of any eligible person's order of
1997 restitution.
1998 (h) The eligible person's residence or domicile at the
1999 time of the violation of s. 517.07 or s. 517.301 which resulted
2000 in the eligible person's monetary damages.
Page 80 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2001 (i) The amount of any unsatisfied portion of the eligible
2002 person's final judgment.
2003 (j) Whether an appeal or motion to vacate an arbitration
2004 award has been filed.
2005 (6) If the office finds that a person is eligible for
2006 payment from the Securities Guaranty Fund and if the person has
2007 complied with this section and the rules adopted under this
2008 section, the office must approve payment to such person from the
2009 fund. Within 90 days after the office's receipt of a complete
2010 application, each eligible person or receiver must be given
2011 written notice, personally or by mail, that the office intends
2012 to approve or deny, or has approved or denied, the application
2013 for payment from the Securities Guaranty Fund.
2014 (7) Upon receipt by the eligible person or receiver of
2015 notice of the office's decision that the eligible person's o r
2016 receiver's application for payment from the Securities Guaranty
2017 Fund is approved, and before any disbursement, the eligible
2018 person shall assign to the office on a form prescribed by
2019 commission rule all right, title, and interest in the final
2020 judgment or order of restitution equal to the amount of such
2021 payment.
2022 (8) The office shall deem an application for payment from
2023 the Securities Guaranty Fund abandoned if the eligible person or
2024 receiver, or any person acting on behalf of the eligible person
2025 or receiver, fails to timely complete the application as
Page 81 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2026 prescribed by commission rule. The time period to complete an
2027 application must be tolled during the pendency of an appeal or
2028 motion to vacate an arbitration award.
2029 (4) Any person who files an action that may result in the
2030 disbursement of funds from the Securities Guaranty Fund pursuant
2031 to the provisions of s. 517.141 shall give written notice by
2032 certified mail to the office as soon as practicable after such
2033 action has been filed. The failure to give such not ice shall not
2034 bar a payment from the Securities Guaranty Fund if all of the
2035 conditions specified in subsection (3) are satisfied.
2036 (5) The commission may adopt rules pursuant to ss.
2037 120.536(1) and 120.54 specifying the procedures for complying
2038 with subsections (2), (3), and (4), including rules for the form
2039 of submission and guidelines for the sufficiency and content of
2040 submissions of notices and claims.
2041 Section 13. Section 517.141, Florida Statutes, is amended
2042 to read:
2043 517.141 Payment from the fund.—
2044 (1) As used in this section, the term:
2045 (a) "Claimant" means a person determined eligible for
2046 payment under s. 517.131 that is approved by the office for
2047 payment from the Securities Guaranty Fund.
2048 (b) "Final judgment" includes an arbitration award
2049 confirmed by a court of competent jurisdiction.
2050 (c) "Specified adult" has the same meaning as in s.
Page 82 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2051 517.34(1).
2052 (2) A claimant is entitled to disbursement from the
2053 Securities Guaranty Fund in the amount equal to the lesser of:
2054 (a) The unsatisfied portion of the claimant's final
2055 judgment or final order of restitution, but only to the extent
2056 that the final judgment or final order of restitution reflects
2057 actual or compensatory damages, excluding postjudgment interest,
2058 costs, and attorney fees; or
2059 (b)1. The sum of $15,000; or
2060 2. If the claimant is a specified adult or if a specified
2061 adult is a beneficial owner or beneficiary of the claimant, the
2062 sum of $25,000 Any person who meets all of the conditions
2063 prescribed in s. 517.131 may apply to the office fo r payment to
2064 be made to such person from the Securities Guaranty Fund in the
2065 amount equal to the unsatisfied portion of such person's
2066 judgment or $10,000, whichever is less, but only to the extent
2067 and amount reflected in the judgment as being actual or
2068 compensatory damages, excluding postjudgment interest, costs,
2069 and attorney's fees.
2070 (3)(2) Regardless of the number of claims or claimants
2071 involved, payments for claims are shall be limited in the
2072 aggregate to $250,000 $100,000 against any one dealer,
2073 investment adviser, or associated person. If the total claim
2074 filed by a receiver on behalf of multiple claimants exceeds
2075 claims exceed the aggregate limit of $250,000 $100,000, the
Page 83 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2076 office must shall prorate the payment to each claimant based
2077 upon the ratio that each claimant's individual the person's
2078 claim bears to the total claim claims filed.
2079 (4) If at any time the balance in the Securities Guaranty
2080 Fund is insufficient to satisfy a valid claim or portion of a
2081 valid claim approved by the office, the office must satisfy the
2082 unpaid claim or portion of the valid claim as soon as a
2083 sufficient amount of money has been deposited into or
2084 transferred to the Securities Guaranty Fund. If more than one
2085 unsatisfied claim is outstanding, the claims must be paid in the
2086 sequence in which the claims were approved by final order of the
2087 office, which final order is not subject to an appeal or other
2088 pending proceeding.
2089 (5) All payments and disbursements made from the
2090 Securities Guaranty Fund must be made by the Chief Financial
2091 Officer, or his or her designee, upon authorization by the
2092 office. The office shall submit such authorization within 30
2093 days after the approval of an eligible person for payment from
2094 the Securities Guaranty Fund
2095 (3) No payment shall be made on any claim against any one
2096 dealer, investment adviser, or associated person before the
2097 expiration of 2 years from the date any claimant is found by the
2098 office to be eligible for recovery pursuant to this section. If
2099 during this 2-year period more than one claim is filed against
2100 the same dealer, investment adviser, or associated person, or if
Page 84 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2101 the office receives notice pursuant to s. 517.131(4) that an
2102 action against the same dealer, investment adviser, or
2103 associated person is pending, all such claims and notices of
2104 pending claims received during this period against the same
2105 dealer, investment adviser, or associated person may be handled
2106 by the office as provided in this section. Two years after the
2107 first claimant against that same dealer, investment adviser, or
2108 associated person applies for payment pursuant to this section:
2109 (a) The office shall determine those persons eligible for
2110 payment or for potential payment in the event of a pending
2111 action. All such persons may be entitled to receive their pro
2112 rata shares of the fund as provided in this section.
2113 (b) Those persons who meet all the conditions prescribed
2114 in s. 517.131 and who have applied for payment pursuant to this
2115 section will be entitled to receive their pro rata shares of the
2116 total disbursement.
2117 (c) Those persons who have filed notice with the office of
2118 a pending claim pursuant to s. 517.131(4) but who are not yet
2119 eligible for payment from the fund will be entitled to receive
2120 their pro rata shares of the total disbursement once they have
2121 complied with subsection (1). However, in the event that the
2122 amounts they are eligible to receive pursuant to subsection (1)
2123 are less than their pro rata shares as determined under this
2124 section, any excess shall be distributed pro rata to those
2125 persons entitled to disbursement under this subsection whose pro
Page 85 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2126 rata shares of the total disbursement were less than the amounts
2127 of their claims.
2128 (6)(4) Individual claims filed by persons owning the same
2129 joint account, or claims arising stemming from any other type of
2130 account maintained by a particular licensee on which more than
2131 one name appears, must shall be treated as the claims of one
2132 eligible claimant with respect to payment from the Securities
2133 Guaranty Fund. If a claimant who has obtained a final judgment
2134 or final order of restitution that which qualifies for
2135 disbursement under s. 517.131 has maintained more than one
2136 account with the dealer, investment adviser, or associated
2137 person who is the subject of the claims, for purposes of
2138 disbursement of the Securities Guaranty Fund, all such accounts,
2139 whether joint or individual, must shall be considered as one
2140 account and shall entitle such claimant to only one distribution
2141 from the fund not to exceed the lesser of $10,000 or the
2142 unsatisfied portion of such claimant's judgment as provided in
2143 subsection (1). To the extent that a claimant obtains more than
2144 one final judgment or final order of restitution against a
2145 person dealer, investment adviser, or one or more associated
2146 persons arising out of the same transactions, occurrences, or
2147 conduct or out of such the dealer's, investment adviser's, or
2148 associated person's handling of the claimant's account, the
2149 final such judgments or final orders of restitution must shall
2150 be consolidated for purposes of this section and shall entitle
Page 86 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2151 the claimant to only one disbursement from the fund not to
2152 exceed the lesser of $10,000 or the unsatisfied portion of such
2153 claimant's judgment as provided in subsection (1).
2154 (7)(5) If the final judgment or final order of restitution
2155 that gave rise to the claim is overturned in any appeal or in
2156 any collateral proceeding, the claimant must shall reimburse the
2157 Securities Guaranty Fund all amounts paid from the fund to the
2158 claimant on the claim. If the claimant satisfies the final
2159 judgment or final order of restitution specified in s.
2160 517.131(3)(a), the claimant must shall reimburse the Securities
2161 Guaranty Fund all amounts paid from the fund to the claimant on
2162 the claim. Such reimbursement must shall be paid to the
2163 Department of Financial Services office within 60 days after the
2164 final resolution of the appellate or collateral proceedings or
2165 the satisfaction of the final judgment or order of restitution,
2166 with the 60-day period commencing on the date the final order or
2167 decision is entered in such proceedings.
2168 (8)(6) If a claimant receives payments in excess of that
2169 which is permitted under this chapter, the claimant must shall
2170 reimburse the Securities Guaranty Fund such excess within 60
2171 days after the claimant receives such excess payment or after
2172 the payment is determined to be in excess of that permitted by
2173 law, whichever is later.
2174 (9) A claimant who knowingly and willfully files or causes
2175 to be filed an application under s. 517.131 or documents
Page 87 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2176 supporting the application, any of which contain false,
2177 incomplete, or misleading information in any material aspect,
2178 forfeits all payments from the Securities Guaranty Fund and
2179 commits a violation of s. 517.301(1)(c).
2180 (10)(7) The Department of Financial Services office may
2181 institute legal proceedings to enforce compliance with this
2182 section and with s. 517.131 to recover moneys owed to the
2183 Securities Guaranty Fund, and is shall be entitled to recover
2184 interest, costs, and attorney attorney's fees in any action
2185 brought pursuant to this section in which the department office
2186 prevails.
2187 (8) If at any time the money in the Securities Guaranty
2188 Fund is insufficient to satisfy any valid claim or portion of a
2189 valid claim approved by the office, the office shall satisfy
2190 such unpaid claim or portion of such valid claim as soon as a
2191 sufficient amount of money has been deposited in or transferred
2192 to the fund. When there is more than one unsatisfied claim
2193 outstanding, such claims shall be paid in the order in which the
2194 claims were approved by final order of the office, which o rder
2195 is not subject to an appeal or other pending proceeding.
2196 (9) Upon receipt by the claimant of the payment from the
2197 Securities Guaranty Fund, the claimant shall assign any
2198 additional right, title, and interest in the judgment, to the
2199 extent of such payment, to the office. If the provisions of s.
2200 517.131(3)(e) apply, the claimant must assign to the office any
Page 88 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2201 right, title, and interest in the debt to the extent of any
2202 payment by the office from the Securities Guaranty Fund.
2203 (10) All payments and disbursements made from the
2204 Securities Guaranty Fund shall be made by the Chief Financial
2205 Officer upon authorization signed by the director of the office,
2206 or such agent as she or he may designate.
2207 Section 14. Section 517.191, Florida Statutes, is amended
2208 to read:
2209 517.191 Enforcement by the Office of Financial Regulation
2210 Injunction to restrain violations; civil penalties; enforcement
2211 by Attorney General.—
2212 (1) When it appears to the office, either upon complaint
2213 or otherwise, that a person has engaged or is about to engage in
2214 any act or practice constituting a violation of this chapter or
2215 a rule or order hereunder, the office may investigate; and
2216 whenever it shall believe from evidence satisfactory to it that
2217 any such person has engaged, is engaged, or is about to engage
2218 in any act or practice constituting a violation of this chapter
2219 or a rule or order hereunder, the office may, in addition to any
2220 other remedies, bring action in the name and on behalf of the
2221 state against such person and any other person concerned in or
2222 in any way participating in or about to participate in such
2223 practices or engaging therein or doing any act or acts in
2224 furtherance thereof or in violation of this chapter to enjoin
2225 such person or persons from continuing such fraudulent practice s
Page 89 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2226 or engaging therein or doing any act or acts in furtherance
2227 thereof or in violation of this chapter. In any such court
2228 proceedings, the office may apply for, and on due showing be
2229 entitled to have issued, the court's subpoena requiring
2230 forthwith the appearance of any defendant and her or his
2231 employees, associated persons, or agents and the production of
2232 documents, books, and records that may appear necessary for the
2233 hearing of such petition, to testify or give evidence concerning
2234 the acts or conduct or things complained of in such application
2235 for injunction. In such action, the equity courts shall have
2236 jurisdiction of the subject matter, and a judgment may be
2237 entered awarding such injunction as may be proper.
2238 (2) In addition to all other means provided by law for the
2239 enforcement of any temporary restraining order, temporary
2240 injunction, or permanent injunction issued in any such court
2241 proceedings, the court shall have the power and jurisdiction,
2242 upon application of the office, to impound and to appoint a
2243 receiver or administrator for the property, assets, and business
2244 of the defendant, including, but not limited to, the books,
2245 records, documents, and papers appertaining thereto. Such
2246 receiver or administrator, when appointed and qualified, shall
2247 have all powers and duties as to custody, collection,
2248 administration, winding up, and liquidation of such said
2249 property and business as may shall from time to time be
2250 conferred upon her or him by the court. In any such action, the
Page 90 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2251 court may issue orders and decrees staying all pending suits and
2252 enjoining any further suits affecting the receiver's or
2253 administrator's custody or possession of such the said property,
2254 assets, and business or, in its discretion, may with the consent
2255 of the presiding judge of the circuit require that all such
2256 suits be assigned to the circuit court judge appointing such the
2257 said receiver or administrator.
2258 (3) In addition to, or in lieu of, any other remedies
2259 provided by this chapter, the office may apply to the court
2260 hearing the this matter for an order directing the defendant to
2261 make restitution of those sums shown by the office to have been
2262 obtained in violation of any of the provisions of this chapter.
2263 The office has standing to request such restitution on behalf of
2264 victims in cases brought by the office under this chapter,
2265 regardless of the appointment of an administrator or receiver
2266 under subsection (2) or an injunction under subsection (1).
2267 Further, such restitution must shall, at the option of the
2268 court, be payable to the administrator or receiver appointed
2269 pursuant to this section or directly to the persons whose assets
2270 were obtained in violation of this chapter.
2271 (4) In addition to any other remedies provided by this
2272 chapter, the office may apply to the court hearing the matter
2273 for, and the court has shall have jurisdiction to impose, a
2274 civil penalty against any person found to have violated any
2275 provision of this chapter, any rule or order adopted by the
Page 91 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2276 commission or the office, or any written agreement entered into
2277 with the office in an amount not to exceed any of the following:
2278 (a) The greater of $20,000 $10,000 for a natural person or
2279 $25,000 for a business entity any other person, or the gross
2280 amount of any pecuniary loss to investors or pecuniary gain to a
2281 natural person or business entity such defendant for each such
2282 violation, other than a violation of s. 517.301, plus the
2283 greater of $50,000 for a natural person or $250,000 for a
2284 business entity any other person, or the gross amount of any
2285 pecuniary loss to investors or pecuniary gain to a natural
2286 person or business entity such defendant for each violation of
2287 s. 517.301.
2288 (b) Twice the amount of the civil penalty that would
2289 otherwise be imposed under this subsection if a specified adult,
2290 as defined in s. 517.34(1), is the victim of a violation of this
2291 chapter.
2292
2293 All civil penalties collected pursuant to this subsection must
2294 shall be deposited into the Anti-Fraud Trust Fund. The office
2295 may recover any costs and attorney fees related to its
2296 investigation or enforcement of this section. Notwithstanding
2297 any other law, such moneys recovered by the office must be
2298 deposited into the Anti-Fraud Trust Fund.
2299 (5) For purposes of any action brought by the office under
2300 this section, a control person who controls any person found to
Page 92 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2301 have violated this chapter or any rule adopted thereunder is
2302 jointly and severally liable with, and to the same extent as,
2303 the controlled person in any action brought by the office under
2304 this section unless the control person can establish by a
2305 preponderance of the evidence that he or she acted in good faith
2306 and did not directly or indirectly induce the act that
2307 constitutes the violation or cause of action.
2308 (6) For purposes of any action brought by the office under
2309 this section, a person who knowingly or recklessly provides
2310 substantial assistance to another person in violation of this
2311 chapter or any rule adopted thereunder is deemed to violate this
2312 chapter or the rule to the same extent as the person to whom
2313 such assistance is provided.
2314 (7) The office may issue and serve upon a person a cease
2315 and desist order if the office has reason to believe that the
2316 person violates, has violated, or is about to violate this
2317 chapter, any commission or office rule or order, or any written
2318 agreement entered into with the office.
2319 (8) If the office finds that any conduct described in
2320 subsection (7) presents an immediate danger to the public,
2321 requiring an immediate final order, the office may issue an
2322 emergency cease and desist order reciting with particularity the
2323 facts underlying such findings. The emergency cease and desist
2324 order is effective immediately upon service of a copy of the
2325 order on the respondent named in the order and remains effective
Page 93 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2326 for 90 days after issuance. If the office begins nonemergency
2327 cease and desist proceedings under subsection (7), the emergency
2328 cease and desist order remains effective until the conclusion of
2329 the proceedings under ss. 120.569 and 120.57.
2330 (9) The office may impose and collect an administrative
2331 fine against any person found to have violated any provision of
2332 this chapter, any rule or order adopted by the commission or
2333 office, or any written agreement entered into with the office in
2334 an amount not to exceed the penalties provided in subsection
2335 (4). All fines collected under this subsection must be deposited
2336 into the Anti-Fraud Trust Fund.
2337 (10) The office may bar, permanently or for a specific
2338 period of time, any person found to have violated this chapter,
2339 any rule or order adopted by the commission or office, or any
2340 written agreement entered into with the office from submitting
2341 an application or notification for a license or registration
2342 with the office.
2343 (11) In addition to all other means provided by law for
2344 enforcing any of the provisions of this chapter, when the
2345 Attorney General, upon complaint or otherwise, has reason to
2346 believe that a person has engaged or is engaged in any act or
2347 practice constituting a violation of s. 517.275 or, s. 517.301,
2348 s. 517.311, or s. 517.312, or any rule or order issued under
2349 such sections, the Attorney General may investigate and bring an
2350 action to enforce these provisions as provided in ss. 517.171,
Page 94 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2351 517.201, and 517.2015 after receiving written approval from the
2352 office. Such an action may be brought against such person and
2353 any other person in any way participating in such act or
2354 practice or engaging in such act or practice or doing any act in
2355 furtherance of such act or practice, to obtain injunctive
2356 relief, restitution, civil penalties, and any remedies provided
2357 for in this section. The Attorney General may recover any costs
2358 and attorney fees related to the Attorney General's
2359 investigation or enforcement of this section. Notwithstanding
2360 any other provision of law, moneys recovered by the A ttorney
2361 General for costs, attorney fees, and civil penalties for a
2362 violation of s. 517.275 or, s. 517.301, s. 517.311, or s.
2363 517.312, or any rule or order issued pursuant to such sections,
2364 must shall be deposited in the Legal Affairs Revolving Trust
2365 Fund. The Legal Affairs Revolving Trust Fund may be used to
2366 investigate and enforce this section.
2367 (12)(6) This section does not limit the authority of the
2368 office to bring an administrative action against any person that
2369 is the subject of a civil action brought pursuant to this
2370 section or limit the authority of the office to engage in
2371 investigations or enforcement actions with the Attorney General.
2372 However, a person may not be subject to both a civil penalty
2373 under subsection (4) and an administrative fine under subsection
2374 (9) s. 517.221(3) as the result of the same facts.
2375 (13)(7) Notwithstanding s. 95.11(4)(f), an enforcement
Page 95 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2376 action brought under this section based on a violation of any
2377 provision of this chapter or any rule or order issued under this
2378 chapter shall be brought within 6 years after the facts giving
2379 rise to the cause of action were discovered or should have been
2380 discovered with the exercise of due diligence, but not more than
2381 8 years after the date such violation occurred.
2382 (14) This chapter does not limit any statutory right of
2383 the state to punish a person for a violation of a law.
2384 (15) When not in conflict with the Constitution or laws of
2385 the United States, the courts of this state have the same
2386 jurisdiction over civil suits instituted in connection with the
2387 sale or offer of sale of securities under any laws of the United
2388 States as the courts of this state may have with regard to
2389 similar cases instituted under the laws of this state.
2390 Section 15. Section 517.211, Florida Statutes, is amended
2391 to read:
2392 517.211 Private remedies available in cases of unlawful
2393 sale.—
2394 (1) Every sale made in violation of either s. 517.07 or s.
2395 517.12(1), (3), (4), (8), (10), (12), (15), or (17) may be
2396 rescinded at the election of the purchaser; however, except a
2397 sale made in violation of the provisions of s. 517.1202(3)
2398 relating to a renewal of a branch office notification or shall
2399 not be subject to this section, and a sale made in violation of
2400 the provisions of s. 517.12(12) relating to filing a change of
Page 96 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2401 address amendment is shall not be subject to this section. Each
2402 person making the sale and every director, officer, partner, or
2403 agent of or for the seller, if the director, officer, partner,
2404 or agent has personally participated or aided in making the
2405 sale, is jointly and severally liable to the purchaser in an
2406 action for rescission, if the purchaser still owns the security,
2407 or for damages, if the purchaser has sold the security. No
2408 purchaser otherwise entitled will have the benefit of this
2409 subsection who has refused or failed, within 30 days after of
2410 receipt, to accept an offer made in writing by the seller, if
2411 the purchaser has not sold the security, to take back the
2412 security in question and to refund the full amount paid by the
2413 purchaser or, if the purchaser has sold the security, to pay the
2414 purchaser an amount equal to the difference between the amount
2415 paid for the security and the amount received by the purchaser
2416 on the sale of the security, together, in either case, with
2417 interest on the full amount paid for the security by the
2418 purchaser at the legal rate, pursuant to s. 55.03, for the
2419 period from the date of payment by the purchaser to the date of
2420 repayment, less the amount of any income received by the
2421 purchaser on the security.
2422 (2) Any person purchasing or selling a security in
2423 violation of s. 517.301, and every director, officer, partner,
2424 or agent of or for the purchaser or seller, if the director,
2425 officer, partner, or agent has personally participated or aided
Page 97 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2426 in making the sale or purchase, is jointly and severally liable
2427 to the person selling the security to or purchasing the security
2428 from such person in an action for rescission, if the plaintiff
2429 still owns the security, or for damages, if the plaintiff has
2430 sold the security.
2431 (3) For purposes of any action brought under this section,
2432 a control person who controls any person found to have violated
2433 any provision specified in subsection (1) is jointly and
2434 severally liable with, and to the same extent as, such
2435 controlled person in any action brought under this section
2436 unless the control person can establish by a preponderance of
2437 the evidence that he or she acted in good faith and did not
2438 directly or indirectly induce the act that constitutes the
2439 violation or cause of action.
2440 (4) In an action for rescission:
2441 (a) A purchaser may recover the consideration paid for the
2442 security or investment, plus interest thereon at the legal rate
2443 from the date of purchase, less the amount of any income
2444 received by the purchaser on the security or investment upon
2445 tender of the security or investment.
2446 (b) A seller may recover the security upon tender of the
2447 consideration paid for the security, plus interest at the legal
2448 rate from the date of purchase, less the amount of any income
2449 received by the defendant on the security.
2450 (5)(4) In an action for damages brought by a purchaser of
Page 98 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2451 a security or investment, the plaintiff must shall recover an
2452 amount equal to the difference between:
2453 (a) The consideration paid for the security or investment,
2454 plus interest thereon at the legal rate from the date of
2455 purchase; and
2456 (b) The value of the security or investment at the time it
2457 was disposed of by the plaintiff, plus the amount of any income
2458 received on the security or investment by the plaintiff.
2459 (6)(5) In an action for damages brought by a seller of a
2460 security, the plaintiff shall recover an amount equal to the
2461 difference between:
2462 (a) The value of the security at the time of the
2463 complaint, plus the amount of any income received by the
2464 defendant on the security; and
2465 (b) The consideration received for the security, plus
2466 interest at the legal rate from the date of sale.
2467 (7)(6) In any action brought under this section, including
2468 an appeal, the court shall award reasonable attorney attorneys'
2469 fees to the prevailing party unless the court finds that the
2470 award of such fees would be unjust.
2471 (8) This chapter does not limit any statutory or common -
2472 law right of a person to bring an action in a court for an act
2473 involved in the sale of securities or investments.
2474 (9) The same civil remedies provided by the laws of the
2475 United States for the purchasers or sellers of securities in
Page 99 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2476 interstate commerce also extend to purchasers or sellers of
2477 securities under this chapter.
2478 Section 16. Section 517.221, Florida Statutes, is
2479 repealed.
2480 Section 17. Section 517.241, Florida Statutes, is
2481 repealed.
2482 Section 18. Section 517.301, Florida Statutes, is amended
2483 to read:
2484 517.301 Fraudulent transactions; falsification or
2485 concealment of facts.—
2486 (1) It is unlawful and a violation of the provisions of
2487 this chapter for a person:
2488 (a) In connection with the rendering of any investment
2489 advice or in connection with the offer, sale, or purchase of any
2490 investment or security, including any security exempted under
2491 the provisions of s. 517.051 and including any security sold in
2492 a transaction exempted under the provisions of s. 517.061, s.
2493 517.0611, or s. 517.0612, directly or indirectly:
2494 1. To employ any device, scheme, or artifice to defraud;
2495 2. To obtain money or property by means of any untrue
2496 statement of a material fact or any omission to state a material
2497 fact necessary in order to make the statements made, in the
2498 light of the circumstances under which they were made, not
2499 misleading; or
2500 3. To engage in any transaction, practice, or course of
Page 100 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2501 business which operates or would operate as a fraud or deceit
2502 upon a person.
2503 (b) By use of any means, to publish, give publicity to, or
2504 circulate any notice, circular, advertisement, newspaper,
2505 article, letter, investment service, communication, or broadcast
2506 that, although which, though not purporting to offer a security
2507 for sale, describes such security for a consideration received
2508 or to be received directly or indirectly from an issuer,
2509 underwriter, or dealer, or from an agent or employee of an
2510 issuer, underwriter, or dealer, without fully disclosing the
2511 receipt, whether past or prospective, of such consideration and
2512 the amount of the consideration.
2513 (c) In any matter within the jurisdiction of the office,
2514 to knowingly and willfully falsify, conceal, or cover up, by any
2515 trick, scheme, or device, a material fact, make any false,
2516 fictitious, or fraudulent statement or representation, or make
2517 or use any false writing or document, knowing the same to
2518 contain any false, fictitious, or fraudulent statement or entry.
2519 (2) For purposes of ss. 517.311 and 517.312 and this
2520 section, the term "investment" means any commitment of money or
2521 property principally induced by a representation that an
2522 economic benefit may be derived from such commitment, except
2523 that the term does not include a commitment of money or property
2524 for:
2525 (a) The purchase of a business opportunity, business
Page 101 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2526 enterprise, or real property through a person licensed under
2527 chapter 475 or registered under former chapter 498; or
2528 (b) The purchase of tangible personal property through a
2529 person not engaged in telephone solicitation, electronic mail,
2530 text messages, social media, or other electronic means where
2531 said property is offered and sold in accordance with the
2532 following conditions:
2533 1. there are no specific representations or guarantees
2534 made by the offeror or seller as to the economic benefit to be
2535 derived from the purchase.;
2536 2. The tangible property is delivered to the purchaser
2537 within 30 days after sale, except that such 30-day period may be
2538 extended by the office if market conditions so warrant; and
2539 3. The seller has offered the purchaser a full refund
2540 policy in writing, exercisable by the purchaser within 10 days
2541 of the date of delivery of such tangible personal property,
2542 except that the amount of such refund may not exceed the bid
2543 price in effect at the time the property is returned to the
2544 seller. If the applicable sellers' market is closed at the time
2545 the property is returned to the seller for a refund, the amount
2546 of such refund shall be based on the bid price for such property
2547 at the next opening of such market.
2548 (3) It is unlawful for a person in issuing or selling a
2549 security within this state, including a security exempted under
2550 s. 517.051 and including a transaction exempted under s.
Page 102 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2551 517.061, s. 517.0611, or s. 517.0612, to misrepresent that such
2552 security or business entity has been guaranteed, sponsored,
2553 recommended, or approved by the state or an agency or officer of
2554 the state or by the United States or an agency or officer of the
2555 United States.
2556 (4) It is unlawful for a person registered or required to
2557 be registered, or subject to the notice requirements, under this
2558 chapter, including such persons and issuers who are subject to
2559 s. 517.051, s. 517.061, s. 517.0611, s. 517.0612, or s. 517.081,
2560 to misrepresent that such person has been sponsored,
2561 recommended, or approved, or that such person's abilities or
2562 qualifications have in any respect been approved, by the state
2563 or an agency or officer of the state or by the United St ates or
2564 an agency or officer of the United States.
2565 (5) It is unlawful and a violation of this chapter for a
2566 person in connection with the offer or sale of an investment to
2567 obtain money or property by means of:
2568 (a) A misrepresentation that the investment offered or
2569 sold is guaranteed, sponsored, recommended, or approved by the
2570 state or an agency or officer of the state or by the United
2571 States or an agency or officer of the United States; or
2572 (b) A misrepresentation that such person is sponsored,
2573 recommended, or approved, or that such person's abilities or
2574 qualifications have in any respect been examined, by the state
2575 or an agency or officer of the state or by the United States or
Page 103 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2576 an agency or officer of the United States.
2577 (6)(a) Subsection (3) or subsection (4) may not be
2578 construed to prohibit a statement that a person or security is
2579 registered or has made a notice filing under this chapter if
2580 such statement is required by this chapter or rules promulgated
2581 thereunder and is true in fact and if the effect of such
2582 statement is not a misrepresentation.
2583 (b) A statement that a person is registered made in
2584 connection with the offer or sale of a security under this
2585 chapter must include the following disclaimer: "Registration
2586 does not imply that such person has been sponsored, recommended,
2587 or approved by the state or an agency or officer of the state or
2588 by the United States or an agency or officer of the United
2589 States."
2590 1. If the statement of registration is made in writing,
2591 the disclaimer must immediately follow such statement and must
2592 be in the same size and style of print as the statement of
2593 registration.
2594 2. If the statement of registration is made orally, the
2595 disclaimer must be made or broadcast with the same force and
2596 effect as the statement of registration.
2597 (7) It is unlawful and a violation of this chapter for a
2598 person to directly or indirectly manage, supervise, control, or
2599 own, either alone or in association with others, a boiler room
2600 in this state which sells or offers for sale a security or
Page 104 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2601 investment in violation of subsection (1), subsection (3),
2602 subsection (4), subsection (5), or subsection (6).
2603 Section 19. Section 517.311, Florida Statutes, is
2604 repealed.
2605 Section 20. Section 517.312, Florida Statutes, is
2606 repealed.
2607 Section 21. Subsections (1), (2), and (3) of section
2608 517.072, Florida Statutes, are amended to read:
2609 517.072 Viatical settlement investments.—
2610 (1) The exemptions provided for by s. 517.051(6) and (11)
2611 ss. 517.051(6), (8), and (10) do not apply to a viatical
2612 settlement investment.
2613 (2) The offering of a viatical settlement investment is
2614 not an exempt transaction under s. 517.061(10), (12), (13), and
2615 (18) s. 517.061(2), (3), (8), (11), and (18), regardless of
2616 whether the offering otherwise complies with the condit ions of
2617 that section, unless such offering is to a qualified
2618 institutional buyer.
2619 (3) The registration provisions of ss. 517.07 and 517.12
2620 do not apply to any of the following transactions in viatical
2621 settlement investments; however, such transactions in viatical
2622 settlement investments are subject to s. 517.301 the provisions
2623 of ss. 517.301, 517.311, and 517.312:
2624 (a) The transfer or assignment of an interest in a
2625 previously viaticated policy from a natural person who transfers
Page 105 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2626 or assigns no more than one such interest in a single calendar
2627 year.
2628 (b) The provision of stop-loss coverage to a viatical
2629 settlement provider, financing entity, or related provider
2630 trust, as those terms are defined in s. 626.9911, by an
2631 authorized or eligible insurer.
2632 (c) The transfer or assignment of a viaticated policy from
2633 a licensed viatical settlement provider to another licensed
2634 viatical settlement provider, a related provider trust, a
2635 financing entity, or a special purpose entity, as those terms
2636 are defined in s. 626.9911, or to a contingency insurer,
2637 provided that such transfer or assignment is not the direct or
2638 indirect promotion of any scheme or enterprise with the intent
2639 of violating or evading any provision of this chapter.
2640 (d) The transfer or assignment of a viaticated policy to a
2641 bank, trust company, savings institution, insurance company,
2642 dealer, investment company as defined in the Investment Company
2643 Act of 1940, as amended, pension or profit-sharing trust,
2644 qualified institutional buyer, or an accredited investo r,
2645 provided such transfer or assignment is not for the direct or
2646 indirect promotion of any scheme or enterprise with the intent
2647 of violating or evading any provision of this chapter.
2648 (e) The transfer or assignment of a viaticated policy by a
2649 conservator of a viatical settlement provider appointed by a
2650 court of competent jurisdiction who transfers or assigns
Page 106 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2651 ownership of viaticated policies pursuant to that court's order.
2652 Section 22. Subsection (2), paragraph (a) of subsection
2653 (9), paragraph (j) of subsection (16), subsection (20), and
2654 paragraphs (b) and (c) of subsection (21) of section 517.12,
2655 Florida Statutes, are amended to read:
2656 517.12 Registration of dealers, associated persons,
2657 intermediaries, and investment advisers.—
2658 (2) The registration requirements of this section do not
2659 apply in a transaction exempted by s. 517.061(1)-(6), (8), (9),
2660 (12), and (13) s. 517.061(1)-(10), (12), (14), and (15).
2661 (9)(a) An applicant for registration shall pay an
2662 assessment fee of $200, in the case of a dealer or investment
2663 adviser, or $50, in the case of an associated person. An
2664 associated person may be assessed an additional fee to cover the
2665 cost for the fingerprints to be processed by the office. Such
2666 fee shall be determined by rule of the commission. Such fees
2667 become the revenue of the state, except for those assessments
2668 provided for under s. 517.131(2) s. 517.131(1) until such time
2669 as the Securities Guaranty Fund satisfies the statutory limits,
2670 and are not returnable in the event that registration is
2671 withdrawn or not granted.
2672 (16)
2673 (j) All fees collected under this subsection become the
2674 revenue of the state, except those assessments provided for
2675 under s. 517.131(2) s. 517.131(1), until the Securities Guaranty
Page 107 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2676 Fund has satisfied the statutory limits. Such fees are not
2677 returnable if a notice-filing is withdrawn.
2678 (20) The registration requirements of this section do not
2679 apply to any general lines insurance agent or life insurance
2680 agent licensed under chapter 626, with regard to for the sale of
2681 a security as defined in s. 517.021(25)(g) s. 517.021(23)(g), if
2682 the individual is directly authorized by the issuer to offer or
2683 sell the security on behalf of the issuer and the issuer is a
2684 federally chartered savings bank subject to regulation by the
2685 Federal Deposit Insurance Corporation. Actions under this
2686 subsection shall constitute activity under the insurance agent's
2687 license for purposes of ss. 626.611 and 626.621.
2688 (21)
2689 (b) Prior to the completion of any securities transaction
2690 described in s. 517.061(7) s. 517.061(22), a merger and
2691 acquisition broker must receive written assurances from the
2692 control person with the largest percentage of ownership for both
2693 the buyer and seller engaged in the transaction that:
2694 1. After the transaction is completed, any person who
2695 acquires securities or assets of the eligible privately held
2696 company, acting alone or in concert, will be a control person of
2697 the eligible privately held company or will be a control person
2698 for the business conducted with the assets of the eligible
2699 privately held company; and
2700 2. If any person is offered securities in exchange for
Page 108 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2701 securities or assets of the eligible privately held company,
2702 such person will, before becoming legally bound to complete the
2703 transaction, receive or be given reasonable access to t he most
2704 recent year-end financial statements of the issuer of the
2705 securities offered in exchange. The most recent year-end
2706 financial statements shall be customarily prepared by the
2707 issuer's management in the normal course of operations. If the
2708 financial statements of the issuer are audited, reviewed, or
2709 compiled, the most recent year-end financial statements must
2710 include any related statement by the independent certified
2711 public accountant; a balance sheet dated not more than 120 days
2712 before the date of the exchange offer; and information
2713 pertaining to the management, business, results of operations
2714 for the period covered by the foregoing financial statements,
2715 and material loss contingencies of the issuer.
2716 (c) A merger and acquisition broker engaged in a
2717 transaction exempt under s. 517.061(7) s. 517.061(22) is exempt
2718 from registration under this section unless the merger and
2719 acquisition broker:
2720 1. Directly or indirectly, in connection with the transfer
2721 of ownership of an eligible privately held company, receives,
2722 holds, transmits, or has custody of the funds or securities to
2723 be exchanged by the parties to the transaction;
2724 2. Engages on behalf of an issuer in a public offering of
2725 any class of securities which is registered, or which is
Page 109 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2726 required to be registered, with the United States Securities and
2727 Exchange Commission under the Securities Exchange Act of 1934,
2728 15 U.S.C. ss. 78a et seq., or with the office under s. 517.07;
2729 or for which the issuer files, or is required to file, periodic
2730 information, documents, and reports under s. 15(d) of the
2731 Securities Exchange Act of 1934, 15 U.S.C. s. 78o(d);
2732 3. Engages on behalf of any party in a transaction
2733 involving a public shell company;
2734 4. Is subject to a suspension or revocation of
2735 registration under s. 15(b)(4) of the Securities Exchange Act of
2736 1934, 15 U.S.C. s. 78o(b)(4);
2737 5. Is subject to a statutory disqualification described in
2738 s. 3(a)(39) of the Securities Exchange Act of 1934, 15 U.S.C. s.
2739 78c(a)(39);
2740 6. Is subject to a disqualification under the Unit ed
2741 States Securities and Exchange Commission Rule 506(d), 17 C.F.R.
2742 s. 230.506(d); or
2743 7. Is subject to a final order described in s. 15(b)(4)(H)
2744 of the Securities Exchange Act of 1934, 15 U.S.C. s.
2745 78o(b)(4)(H).
2746 Section 23. Subsection (6) of section 517.1201, Florida
2747 Statutes, is amended to read:
2748 517.1201 Notice filing requirements for federal covered
2749 advisers.—
2750 (6) All fees collected under this section become the
Page 110 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2751 revenue of the state, except for those assessments provided for
2752 under s. 517.131(2) s. 517.131(1) until such time as the
2753 Securities Guaranty Fund satisfies the statutory limits, and are
2754 not returnable in the event that a notice filing is withdrawn.
2755 Section 24. Subsections (4) and (8) of section 517.1202,
2756 Florida Statutes, are amended to read:
2757 517.1202 Notice-filing requirements for branch offices.—
2758 (4) A branch office notice-filing under this section shall
2759 be summarily suspended by the office if the notice-filer fails
2760 to provide to the office, within 30 days after a written request
2761 by the office, all of the information required by this section
2762 and the rules adopted under this section. The summary suspension
2763 shall be in effect for the branch office until such time as the
2764 notice-filer submits the requested information to the office,
2765 pays a fine as prescribed by s. 517.191(9) s. 517.221(3), and a
2766 final order is entered. At such time, the suspension shall be
2767 lifted. For purposes of s. 120.60(6), failure to provide all
2768 information required by this section and the underlying rules
2769 constitutes immediate and serious danger to the public health,
2770 safety, and welfare. If the notice-filer fails to provide all of
2771 the requested information within a period of 90 days, the
2772 notice-filing shall be revoked by the office.
2773 (8) All fees collected under this section become the
2774 revenue of the state, except for those assessments provided for
2775 under s. 517.131(2) s. 517.131(1) until such time as the
Page 111 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
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 311 ORIGINAL 2024
2776 Securities Guaranty Fund satisfies the statutory limits, and are
2777 not returnable in the event that a branch office notice-filing
2778 is withdrawn.
2779 Section 25. Subsection (2) of section 517.302, Florida
2780 Statutes, is amended to read:
2781 517.302 Criminal penalties; alternative fine; Anti -Fraud
2782 Trust Fund; time limitation for criminal prosecution. —
2783 (2) Any person who violates s. 517.301 the provisions of
2784 s. 517.312(1) by obtaining money or property of an aggregate
2785 value exceeding $50,000 from five or more persons is guilty of a
2786 felony of the first degree, punishable as provided in s.
2787 775.082, s. 775.083, or s. 775.084.
2788 Section 26. This act shall take effect October 1, 2024.
Page 112 of 112
CODING: Words stricken are deletions; words underlined are additions.
V
File and source
- File
- 2024_3228_insurance-banking-subcommittee_proposed-committee-bills-pcbs_fn-pcs-for-hb-311.pdf
- Size
- 539,681 bytes
- SHA-256
- f679f40d33b325e828694366a7092e7e59dd395285589bdaaec502e558f6ad8e
- Our copy
- 2024_3228_insurance-banking-subcommittee_proposed-committee-bills-pcbs_fn-pcs-for-hb-311.pdf
- Original
- No public link identified.