Meeting Packet — Commerce Committee, Florida House of Representatives (April 7, 2025)
Summary
Meeting packet of the Commerce Committee of the Florida House of Representatives for Monday, April 7, 2025, 3:00 PM to 6:00 PM. The agenda lists CS/HB 379 (Securities), CS/HB 453 (Pool/Spa Contractors), CS/HB 541 (Minimum Wage Requirements), HB 703 (Utility Relocation), HB 955 (Employment Eligibility) and CS/HB 1161, among other items. The bill analysis for CS/HB 379 states that the bill makes many changes throughout the Florida Securities and Investor Protection Act, including expanding the list of securities transactions exempt from registration. The packet closes with an amendment offered by Representative Duggan to CS/HB 1161, with a title amendment providing severability.
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Commerce Committee
Monday, April 7, 2025
3:00 PM - 6:00 PM
Webster Hall (212 Knott)
Meeting Packet
Daniel Perez James Buchanan
Speaker Chair
The Florida House of Representatives
Commerce Committee
Daniel Perez James Buchanan
Speaker Chair
Meeting Agenda
Monday, April 7, 2025
3:00 pm – 6:00 pm
Webster Hall (212 Knott)
I. Call to Order
II. Roll Call
III. Welcome and Opening Remarks
IV. Consideration of the following bill(s):
• CS/HB 379 Securities by Insurance & Banking Subcommittee, Barnaby
• CS/HB 453 Pool/Spa Contractors by Industries & Professional Activities
Subcommittee, Smith, Alvarez, D.
• CS/HB 541 Minimum Wage Requirements by Careers & Workforce Subcommittee,
Chamberlin
• HB 703 Utility Relocation by Robinson, W.
• CS/HB 867 Indemnification and Insurance Obligations of Commuter Rail
Transportation Providers by Economic Infrastructure Subcommittee, Lopez, V.
• HB 955 Employment Eligibility by Jacques
• CS/HB 1161 Removal of Altered Sexual Depictions Posted without Consent by
Industries & Professional Activities Subcommittee, Duggan
V. Closing Remarks
VI. Adjournment
214 House Office Building, 402 South Monroe Street, Tallahassee, Fl 32399-1300
(850) 717-4870
CS/HB 379
FLORIDA HOUSE OF REPRESENTATIVES
BILL ANALYSIS
This bill analysis was prepared by nonpartisan committee staff and does not constitute an official statement of legislative intent.
BILL #: CS/HB 379 COMPANION BILL: CS/SB 988 (Truenow)
TITLE: Securities LINKED BILLS: None
SPONSOR(S): Barnaby RELATED BILLS: None
Committee References
Insurance & Banking Commerce
17 Y, 0 N, As CS
SUMMARY
Effect of the Bill:
The Florida Securities and Investor Protection Act (the Act) governs the registration and examination of firms,
branches, and individuals offering investment services in the state. The Office of Financial Regulation Division of
Securities (OFR) is responsible for administering and enforcing compliance with the Act.
The bill makes many changes throughout the Act. In general, the bill:
Expands the list of securities transactions that are exempt from registration;
Requires the Financial Services Commission to consider certain factors when designating a foreign
securities exchange or foreign securities market by rule;
Amends the Florida Invest Local Exemption to require an issuer to file a written consent to service of
process with OFR prior to commencing an offer;
Removes the requirement for OFR to find that an issuer’s enterprise or business is not based on unsound
business principles in order to approve the issuer’s application for registration;
Limits the application of the Act’s disqualification provision as it relates to SEC Rule 506(d);
Specifies certain persons that must submit fingerprints to the Department of Law Enforcement; and
Clarifies certain eligibility and application requirements for persons seeking payment from the Securities
Guaranty Fund.
Fiscal or Economic Impact:
The bill has an indeterminate impact on the private sector and an indeterminate impact on state government.
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ANALYSIS
EFFECT OF THE BILL:
The bill makes many changes throughout the Florida Securities and Investor Protection Act (Act), which is codified
in chapter 517, F.S.
Definitions
The bill creates definitions for the following terms, as such terms are used in the Act:
“Branch manager” means a natural person who administers or supervises the affairs or operations of a
branch office.
“Corporation” has the same meaning as the terms “corporation,” “domestic corporation,” “foreign
corporation,” “nonprofit corporation,” or “foreign nonprofit corporation” are defined under the Florida
Business Corporation Act.1
1 “Corporation” or “domestic corporation” means a corporation for profit, which is not a foreign corporation, incorporated
under chapter 607, F.S., the Florida Business Corporation Act. S. 607.01401(13), F.S. “Foreign corporation” means an entity
STORAGE NAME: h0379b.COM
DATE: 4/4/2025
1
“Director” means a person appointed or elected to sit on a board that manages the affairs of a corporation
or other organization by electing or exercising control over its officers.
“General partner” means a co-owner or manager of a partnership who has unlimited liability for the
partnership’s debts, including a “general partner” as that term is defined in the Florida Revised Uniform
Limited Partnership Act of 2005.2
“Limited liability company” has the same meaning as the terms “limited liability company” or “foreign
limited liability company” are defined under the Florida Revised Limited Liability Company Act.3
“Limited liability company manager” or “limited liability managing member” means a person who is
responsible alone or in concert with others for performing the management functions of a limited liability
company.
“Limited partner” means a co-owner of a partnership who has limited liability for the partnership’s debts,
including a “limited partner” as that term is defined in the Florida Revised Uniform Limited Partnership Act
of 2005.4
“Partnership” means two or more persons carrying on as co-owners of a business and including a “limited
partnership,” “limited liability limited partnership,” “foreign limited partnership,” or “foreign limited
liability limited partnership,” as those terms are defined in the Florida Revised Uniform Limited
Partnership Act.
“Shareholder” means a person who owns at least one share of a corporation and whose ownership is
reflected in the records of the corporation.
“Trust” has the same meaning as defined under the Florida Probate Code.5 (Section 1.)
The bill amends the definition of “intermediary” to mean a person that facilitates through its website the offer or
sale of securities of an issuer with a principal place of business in this state. (Section 1.)
incorporated or organized under laws other than the laws of Florida which would be a corporation for profit if incorporated
under the laws of Florida. S. 607.01401(36), F.S.
2 “General partner” means: (a) with respect to a limited partnership, a person that becomes a general partner under s.
620.1401, F.S., or was a general partner in a limited partnership when the limited partnership became subject to the Florida
Revised Uniform Limited Partnership Act of 2005 pursuant to ss. 620.2204(1) or (2), F.S.; (b) with respect to a foreign limited
partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership. S.
620.1102(9), F.S.
3 “Limited liability company,” except in the phrase “foreign limited liability company,” means an entity formed or existing
under chapter 605, F.S., the Florida Revised Limited Liability Company Act, or an entity that becomes subject to chapter 605
pursuant to ss. 605.1001-605.1072, F.S. S. 605.0102(36), F.S. “Foreign limited liability company” means an unincorporated
entity that was formed in a jurisdiction other than Florida and is denominated by that law as a limited liability company. S.
605.0102(26), F.S.
4 “Limited partner” means: (a) with respect to a limited partnership, a person that becomes a limited partner under s.
620.1301, F.S. or was a limited partner in a limited partnership when the limited partnership became subject to the Florida
Revised Uniform Limited Partnership Act of 2005 pursuant to ss. 620.2204(1) or (2), F.S.; (b) with respect to a foreign limited
partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership. S.
620.1102(11), F.S.
5 “Trust” means an express trust, private or charitable, with additions to it, wherever and however created. It also includes a
trust created or determined by a judgment or decree under which the trust is to be administered in the manner of an express
trust. “Trust” excludes other constructive trusts, and it excludes resulting trusts; conservatorships; custodial arrangements
pursuant to the Florida Uniform Transfers to Minors Act; business trusts providing for certificates to be issued to
beneficiaries; common trust funds; land trusts under s. 689.071, F.S., except to the extent provided in s. 689.071(7), F.S.; trusts
created by the form of the account or by the deposit agreement at a financial institution; voting trusts; security arrangements;
liquidation trusts; trusts for the primary purpose of paying debts, dividends, interest, salaries, wages, profits, pensions, or
employee benefits of any kind; and any arrangement under which a person is nominee or escrowee for another. S.
731.201(38), F.S.
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2
Exempt Transactions
The bill expands the list of securities transactions that are currently exempt from registration under the Act. Under
the bill, the offer or sale of securities to the following individuals are exempt:
A savings and loan association, building and loan association, cooperative bank, homestead association, or
credit union, which is supervised and examined by a state or federal authority having supervision over any
such institution.
A federal covered adviser, investment adviser registered pursuant to the laws of a state, exempt reporting
adviser or private fund adviser as those terms are defined in s. 517.12(23)(a)2. and 3, F.S.6 respectively,
investment adviser relying on the exemption from registering with the Securities and Exchange
Commission under s. 203(l) or (m) of the Investment Advisers Act of 1940, as amended, business
development company as defined in s. 2(a)(48) of the Investment Company Act of 1940, as amended, or
business development company as defined in s. 202(a)(22) of the Investment Advisers Act of 1940, as
amended.
A small business investment company licensed by the Small Business Administration under s. 301(c) of the
Small Business Investment Act of 1958, as amended, or rural business investment company as defined in s.
384A of the Consolidated Farm and Rural Development Act.
A plan established and maintained by a state, a political subdivision thereof, or any agency or
instrumentality of a state or a political subdivision, for the benefit of its employees, if such plan has total
assets in excess of $5 million, an employee benefit plan within the meaning of the Employee Retirement
Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as described in s. 3(21)
of such act, which is a bank, savings and loan association, insurance company, or federal covered adviser, or
if the employee benefit plan has total assets in excess of $5 million or, if a self-directed plan, with
investment decisions made solely by persons that are accredited investors. (Section 2.)
The bill also exempts the offer or sale of securities to the following entities:
An organization described in s. 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts trust or
similar business trust, partnership, or limited liability company, not formed for the specific purpose of
acquiring the securities offered, with total assets in excess of $5 million.
A trust, with total assets in excess of $5 million, not formed for the specific purpose of acquiring the
securities offered, whose purchase is directed by a sophisticated person as described in Securities and
Exchange Commission Rule 506(b)(2)(ii),7 as amended.
An entity of a type not listed above which owns investments as defined in Securities and Exchange
Commission Rule 2a51-1(b),8 as amended, in excess of $5 million and is not formed for the specific purpose
of acquiring the securities offered.
A family office as defined in Securities and Exchange Commission Rule 202(a)(11)(G)-1 under the
Investment Advisers Act of 1940,9 as amended, provided that:
o The family office has assets under management in excess of $5 million;
o The family office is not formed for the specific purpose of acquiring the securities offered; and
o The prospective investment of the family office is directed by a person who has knowledge and
experience in financial and business matters that the family office is capable of evaluating the
merits and risks of the prospective investment.
An entity in which all of the equity owners are one of the types of entities described above or is a bank,
trust company, savings institution, insurance company, dealer, investment company as defined in the
Investment Company Act of 1940, as amended, pension or profit-sharing trust, or qualified institutional
buyer, whether any of such entities is acting in its individual or fiduciary capacity. (Section 2.)
6 The bill renumbers current subsection (22) in s. 517.12, F.S. to (23). Under s. 517.12(22)(a)2., F.S.,, “exempt reporting
adviser” has the same meaning as in the Glossary of Terms to Form ADV, the uniform application for investment adviser
registration, 17 C.F.R. s. 279.1. Under s. 517.12(22)(a)3., F.S.,, “private fund adviser” means an investment adviser who
provides advice to solely one or more qualifying private funds.
7 17 C.F.R. s. 230.506(b)(2)(ii).
8 17 C.F.R s. 270.2a51-1(b).
9 17 C.F.R. s. 275.202(a)(11)(G)-1
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3
The bill amends the requirements for an issuer claiming the exemption identified in subsection (11) of the Florida
statute that lists the Act’s exempt transactions.10 The bill requires that the issuer, within 15 days after the first sale
in Florida, file with OFR an irrevocable written consent to service of civil process, similar to that provided in s.
517.101, F.S. in addition to the materials currently required to be filed with OFR under subsection (11) of such
statute.11 (Section 2.)
Foreign Securities Exchange
The bill clarifies that the conditions to claim the Act’s exemption relating to foreign securities markets must be met
at the time of the transaction that is the subject of the claimed exemption. (Section 2.)
The bill also removes the Act’s designation of Canada, together with its provinces and territories, as a foreign
jurisdiction, and also removes the Act’s designation of the Toronto Stock Exchange, Inc., as a foreign securities
exchange. Going forward, foreign securities markets and foreign securities exchanges will be designated by rule of
the Financial Services Commission (Commission). (Section 2.)
Moreover, under the bill, the Commission must consider certain factors when designating a foreign securities
exchange or foreign securities market under the Act. The factors to consider include the foreign securities market’s
or foreign security exchange’s:
Organization under foreign law.
Association with a generally recognized community of dealers, financial institutions, or other professional
intermediaries with an established operating history.
Oversight by a governmental or self-regulatory body.
Oversight standards set by general law.
Reporting of securities transactions on a regular basis to a governmental or self-regulatory body.
A system for exchange of price quotations through common communications media.
An organized clearance and settlement system.
Listing in Securities and Exchange Commission Regulation S Rule 902. (Section 2.)
Florida Invest Local Exemption
The bill requires that an issuer making an offering under the Florida Invest Local Exemption must file with OFR, in
addition to the disclosure statement required by the exemption, a notice of transaction on a form prescribed by
Commission rule, and an irrevocable written consent to service of civil process, similar to that provided in s.
517.101, F.S. (Section 3.)
“Bad Actor” Disqualification
The bill limits the application of the Act’s disqualification provision to only certain persons and entities subject to
SEC Rule 506(d).12 Under the bill, a registration exemption provided by the Act is not available to an issuer if, at the
time the issuer makes an offer for the sale of a security, any of the following entities would be disqualified under SEC
Rule 506(d):
The issuer;
A predecessor of the issuer;
An affiliated issuer;
A director, executive officer, or other officer of the issuer participating in the offering;
A general partner or managing member of the issuer;
A beneficial owner of 20 percent or more of the issuer’s outstanding voting equity securities, calculated on
the basis of voting power; or
A promoter connected with the issuer in any capacity at the time of the sale. (Section 5.)
10 See s. 517.061, F.S.
11 The other materials to be filed include a notice of transaction and a copy of the general announcement of the sale. S.
517.061(11)(f), F.S.
12 17 C.F.R. s. 230.506(d).
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4
For the avoidance of doubt, the bill clarifies that the disqualification under SEC Rule 506(d) does not apply to any
other person or entity listed in such Rule other than those expressly listed in the bill. (Section 5.)
Registration Requirements
The bill eliminates the requirement that OFR find, in order to approve a security for registration under the Act, that
the enterprise or business of the security’s issuer is not based upon unsound business principles. The bill does not
remove any of the other findings that OFR must make in order to register a security under the Act. (Section 7.)
Requirements to Submit Fingerprints
The bill significantly revises the Act’s current requirements for submitting fingerprints to the Department of Law
Enforcement (DLE). Under the bill, the following natural persons must submit a full set of fingerprints to DLE or to
a vendor, entity, or agency authorized under s. 943.053(13), F.S. for live-scan processing in accordance with rules
adopted by the Commission:
A natural person filing with OFR an application for registration as an associated person or intermediary.
A natural person who holds the title of president, treasurer, chief executive officer, chief financial officer,
chief operations officer, chief legal officer, chief compliance officer, or director for an applicant that is a
dealer, investment adviser, or intermediary.
A natural person who is a 5 percent or more owner of an applicant that is a dealer, investment adviser, or
intermediary.
With respect to each 5 percent or more owner of an applicant that is a dealer, investment adviser, or
intermediary that is a corporation, partnership, trust, or limited liability company, each natural person who
is a 25 percent or more owner or trustee of such entity, and each natural person who is a 25 percent or
more owner or trustee at each level up the chain of ownership up to, but not including, an entity subject to
sections 12 or 15(d) of the Securities Exchange Act of 1934. (Section 8.)
For purposes of the bill’s requirements relating to fingerprinting for the above individuals, the term "owner"
means:
A shareholder who owns a percentage of a class of voting securities of a dealer or investment adviser
applicant, and includes any person who owns, beneficially owns, has the right to vote, or has the power to
sell or direct the sale of, the percentage of a class of a voting security of the dealer or investment adviser
applicant specified in sub-subparagraph c. or d. above. For purposes of this provision, a person beneficially
owns the securities if the securities are:
o Owned by the shareholder's child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
sharing the same residence; or
o Securities that the shareholder has the right to acquire, within 60 days, through the exercise of any
option, warrant, or right to purchase the securities.
A general partner of a partnership, and a limited partner of a partnership who has the right to receive upon
dissolution, or has contributed, a percentage of the capital of a dealer or investment adviser applicant.
A trustee of a trust that owns a percentage of a class of a voting security of an applicant that is a dealer,
investment adviser, or intermediary, or that has the right to receive upon dissolution, or has contributed, a
percentage of the capital of such applicant.
A member of a limited liability company who has the right to receive upon dissolution, or has contributed, a
percentage of the capital of an applicant that is a dealer, investment adviser, or intermediary, and all
limited liability company managers of a dealer or investment adviser applicant. (Section 8.)
Under the bill, a vendor, entity, or agency authorized under s. 943.053(13), F.S., to submit fingerprints
electronically to the DLE must submit the fingerprints to DLE for state processing, and DLE must then forward the
fingerprints to the Federal Bureau of Investigation (FBI) for national processing. The bill requires that the fees for
state and federal fingerprint processing must be borne by the person subject to the criminal history record check.
(Section 8.)
The bill requires OFR to review the results of the state and federal criminal history record checks and determine
whether the applicant is disqualified from registration. Under the bill, the Commission may waive by rule the bill’s
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
5
requirement that the persons listed in the bill submit fingerprints or the bill’s requirement that such fingerprints
be processed by DLE or the FBI. (Section 8.)
Exemption from Registration for Certain M&A Brokers
The bill essentially adopts the changes adopted by the North American Securities Administrators Association
(NASAA) in May of 2024 to the NASAA’s Model Rule Exempting Certain Merger & Acquisition Brokers (M&A
Brokers) from Registration (Model Rule). Specifically, the bill adopts the Model Rule’s definition of “business
combination related shell company,” which defines the term as a shell company that is formed by an entity that is
not a shell company solely for the purpose of:
Changing the corporate domicile of the entity solely within the United States; or
Completing a business combination transaction, as defined in 17 C.F.R. s. 230.165(f), among one or more
entities other than the company itself, none of which is a shell company. (Section 8.)
The bill requires that an M&A broker, for purposes of the Act’s exemption, must receive additional written
assurances, prior to the completion of a securities transaction, from any person that, after the transaction is
completed, will be active in the management of the eligible privately held company or the business conducted with
the assets of such company. (Section 8.)
The bill also provides that an M&A broker engaged in a transaction exempt under s. 517.061(7), F.S., is exempt
from registration unless the M&A broker:
Directly or indirectly, in connection with the transfer of ownership of an eligible privately held company,
receives, holds, transmits, or has custody of the funds or securities to be exchanged by the parties to the
transaction;
Engages on behalf of an issuer in a public offering of any class of securities which is registered, or which is
required to be registered, with the SEC under the Securities Exchange Act of 1934, or with OFR under s.
517.07, F.S.; or for which the issuer files, or is required to file, periodic information, documents, and reports
under s. 15(d) of the Securities Exchange Act of 1934;
Engages on behalf of any party in a transaction involving a shell company, other than a business
combination related shell company;
Directly, or indirectly through any of its affiliates, provides financing related to the transfer of ownership of
an eligible privately held company;
Assists any party to obtain financing from an unaffiliated third party without:
o Complying with all other applicable laws in connection with such assistance; and
o Disclosing any compensation in writing to the party;
Represents both the buyer and the seller in the same transaction without providing clear written
disclosure as to the parties the broker represents and obtaining written consent from both parties to the
joint representation;
Facilitates a transaction with a group of buyers formed with the assistance of the M&A broker to acquire
the eligible privately held company;
Engages in a transaction involving the transfer of ownership of an eligible privately held company to a
passive buyer or group of passive buyers;
Binds a party to a transfer of ownership of an eligible privately held company; or
Is subject to, or an officer, director, member, manager, partner, or employee of the broker is subject to, the
certain disciplinary actions. (Section 8.)
Securities Guaranty Fund
The bill creates a definition for the term “restitution order,” as such term is used in the Act’s provisions relating to
the Securities Guaranty Fund. The bill defines the term as a court order awarding a specified monetary amount to a
named aggrieved party for a violation of s. 517.07, F.S. or s. 517.301, F.S., to be paid by a named violator. (Section
9.)
The bill revises the conditions that a person must meet to be eligible for payment from the Securities Guaranty
Fund to cover instances involving restitution orders. The bill also revises the minimum information that is
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6
required to be included on an application for payment from the Securities Guaranty Fund to cover instances
involving restitution orders. (Section 9.)
RULEMAKING:
The bill removes the Act’s designation of specific foreign securities exchanges and foreign securities markets and,
in its place, requires the Commission to designate such foreign exchanges and markets by rule and requires the
Commission to consider certain factors when making such designation. The bill also allows the Commission to
modify the dollar figures for the eligibility of a privately held company, for purposes of the Act’s exemption related
to merger and acquisition brokers, by rule.
New rules will need to be adopted to implement the above-referenced changes made by the bill.13
Lawmaking is a legislative power; however, the Legislature may delegate a portion of such power to executive
branch agencies to create rules that have the force of law. To exercise this delegated power, an agency must
have a grant of rulemaking authority and a law to implement.
FISCAL OR ECONOMIC IMPACT:
STATE GOVERNMENT:
The revenue collected for the state portion of a state and national criminal history record check is $24, which goes
into the Department of Law Enforcement’s Operating Trust Fund.14 The impact of the bill’s provisions relating to
the Act’s fingerprinting requirements is unknown at this time.15
PRIVATE SECTOR:
The bill has a minimal positive impact on the private sector, as the bill modernizes Florida’s securities laws to align
with recent developments in federal securities laws and model securities laws for states.
RELEVANT INFORMATION
SUBJECT OVERVIEW:
Federal Securities Laws
There are several major federal securities laws that govern securities offerings in the United States. The Securities
Exchange Act of 1933 (the 1933 Act) generally requires that investors receive financial and other significant
information concerning securities being offered for public sale, and prohibits deceit, misrepresentations, and other
fraud in the sale of securities.16
With the Securities Exchange Act of 1934 (1934 Act), Congress created the Securities and Exchange Commission
(SEC).17 The SEC’s authority under the 1934 Act includes, but is not limited to, the power to register, regulate, and
oversee brokerage firms, transfer agents, clearing agencies, and the nation's securities self-regulatory
organizations (SROs).18 The various securities exchanges, such as the New York Stock Exchange, the NASDAQ Stock
Market, and the Chicago Board of Options are SROs.19 The Financial Industry Regulatory Authority (FINRA) is also
an SRO.20
13 Supra, note 54, at p. 11.
14 Florida Department of Law Enforcement, Agency Analysis of 2025 HB 379, p. 3 (Feb. 7, 2025).
15 Id.
16 U.S. Securities and Exchange Commission, Statutes and Regulations, https://www.sec.gov/rules-regulations/statutes-
regulations#secact1933 (last visited Feb. 28, 2025).
17 Id.
18 Id.
19 Id.
20 Id.
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7
Other federal securities laws include the Trust Indenture Act of 1939, Investment Company Act of 1940,
Investment Advisers Act of 1940, Sarbanes-Oxley Act of 2002, Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010, and Jumpstart Our Business Startups Act of 2012.21
Florida’s Securities Laws
In addition to the federal securities laws, every state has its own set of securities laws, which are commonly
referred to as "Blue Sky Laws.”22 Like the federal securities laws, Blue Sky Laws are designed to protect investors
against fraudulent sales practices and activities.23 Chapter 517, F.S., codifies the Florida Securities and Investor
Protection Act (Act), which governs the registration and examination of firms, branches, and individuals offering
investment services in the state.24
The Act prohibits dealers and associated persons from offering or selling securities in Florida unless registered
with the Office of Financial Regulation (OFR) or specifically exempted.25 Additionally, all securities in Florida must
be registered with OFR unless they meet one of the exemptions under the Act,26 or are federally covered (i.e., under
the exclusive jurisdiction of the SEC).27
Failure to meet the precise requirements of the Act’s exemptions can subject the violator to civil, criminal, and
administrative liability for the sale of unregistered securities, which is a third-degree felony.28 Civil remedies under
the Act include rescission and damages.29
Office of Financial Regulation: Division of Securities
The Division of Securities (Division), housed within the Office of Financial Regulation (OFR),30 is responsible for
administering and enforcing compliance with the Act.31 The Division carries out its duties through its two bureaus.
The Bureau of Registration registers securities firms and their employees to conduct business in, to, or from the
state.32 The Bureau of Enforcement receives and processes consumer complaints regarding securities industry
activities and participants, conducts examinations of securities firms and their employees, and develops
enforcement actions brought by OFR for violations of the Act.33
As of June 30, 2023, the Division had total active registrants in the following areas:
Dealers and investment adviser firms: 10,701
Branch offices: 11,667
Individual associated persons: 373,710
Crowdfunding intermediaries: 234
21 For further information on the various federal securities laws, see https://www.sec.gov/rules-regulations/statutes-
regulations#secact1933 (last visited Feb. 28, 2025).
22 U.S. Securities and Exchange Commission, Blue Sky Laws, https://www.investor.gov/introduction-investing/investing-
basics/glossary/blue-sky-laws (last visited Feb. 28, 2025).
23 Id.
24 Id.
25 See s. 517.12, F.S.
26 See ss. 517.051, F.S. and 517.061, F.S.
27 S. 517.07, F.S. If a security is registered with the SEC, s. 517.082, F.S. requires the broker or issuer to notify OFR that the
security is registered with the SEC.
28 S. 517.302(1), F.S.
29 S. 517.211, F.S.
30 The Financial Services Commission, comprised of the Governor and the Cabinet, serves as OFR’s agency head for purposes of
rulemaking and appoints OFR’s Commissioner, who serves as the agency head for purposes of final agency action for all areas
within OFR’s regulatory authority. S. 20.121(3), F.S.
31 Office of Financial Regulation, Long Range Program Plan, Sep. 2023, at p. 22,
http://floridafiscalportal.state.fl.us/Document.aspx?ID=28240&DocType=PDF (last visited Feb. 28, 2025).
32 Id.
33 Id.
34 Id. Florida ranks third in the nation in the number of registered dealers, investment advisers, and their registered associated
persons, and fourth in the number of registered branch offices.
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Exempt Transactions
Certain securities transactions are exempt from the registration requirements of the Act.35 Other than one
exception,36 the exemptions are self-executing and do not require any filing with OFR before being claimed.37
Any person who claims an exemption bears the burden of proving they are entitled to the exemption in any
proceeding brought under the Act.38 Further, although the Act’s registration requirements do not apply to
transactions that are explicitly exempt, such transactions are subject to the Act’s anti-fraud provisions.39
Foreign Securities Exchanges
The Act’s registration requirements do not apply to a nonissuer transaction in an outstanding security effected by
or through a dealer registered or exempt from registration under the Act if all of the following are true:
The issuer is a reporting issuer in a foreign jurisdiction identified by statute or by commission rule, and the
issuer has been subject to continuous reporting requirements in such foreign jurisdiction for not less than
180 days before the transaction; and
The security is listed on the securities exchange designated by statute or by commission rule, is a security
of the same issuer which is of senior or substantially equal rank to the listed security, or is a warrant or
right to purchase or subscribe to any such security.40
For purposes of this exemption, the Act designates Canada, together with its provinces and territories, as a foreign
jurisdiction, and the Toronto Stock Exchange, Inc., as a securities exchange.41 If, after an administrative hearing,
OFR finds that revocation of a statutory designation is necessary or appropriate in furtherance of the public
interest and for the protection of investors, OFR may revoke the designation of a securities exchange.42
Florida Invest Local Exemption
In 2024, the Florida Invest Local Exemption (FIL Exemption), based in part on Georgia’s “Invest Georgia
Exemption,”43 was created under the Act.44 The FIL Exemption exempts the offer and sale of securities from the
Act’s registration requirements when such securities are part of an intrastate offering that meets certain
requirements.45 An offering under the FIL exemption is limited to $500,000, and any one investor may not invest
more than $10,000 unless the investor is accredited, a specified employee, or a 10% or more shareholder.46
Under the FIL Exemption, an offer or sale of security by an issuer is exempt from the Act’s registration
requirements if the following conditions are met:
The issuer must be a for-profit business entity registered with the Department of State with its principal
place of business in this state.47
The issuer is not, before or as a result of the offering:
o An investment company;
o Subject to the reporting requirements of the 1934 Act;
o A business entity with an undefined business plan, that lacks a business plan, that lacks a stated
investment goal for the funds being raised, or that plans to engage in a merger or acquisition with
an unspecified business entity; or
o Disqualified pursuant to s. 517.0616, F.S.48
35 For a list of exempt transactions, see s. 517.061, F.S.
36 S. 517.061(11), F.S., is the exception.
37 S. 517.061, F.S.
38 Id.
39 See s. 517.301, F.S.
40 S. 517.061(20), F.S.
41 Id.
42 Id.
43 For more information on the Georgia Invest Local Exemption, see Georgia Secretary of State Securities Division, Invest
Georgia Exemption, https://sos.ga.gov/sites/default/files/2023-05/IGE%20pamplet-web.pdf (last visited Mar. 1, 2025).
44 See ch. 2024-168, Laws of Fla.
45 See s. 517.0612, F.S.
46 Ss. 517.0612(5), (6)(a), F.S.
47 S. 517.0612(4), F.S.
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Further, the transaction must meet the requirements of the federal exemption for intrastate offerings in s.
3(a)(11) of the 1933 Act and SEC Rule 147 or SEC Rule 147A.49
An issuer making an offering under the FIL Exemption must file a notice of the offering and a copy of the disclosure
statement with OFR, on a form prescribed by Commission rule, no less than 5 days before the offering
commences.50 If there are any material changes to the submitted information, the issuer must, within 3 days after
such material change, file an amended notice with OFR.51
Disqualification of “Bad Actors” Under SEC Rule 506(d)
A registration exemption provided by the Act is not available to an issuer if the issuer would be disqualified under
SEC Rule 506(d)52 at the time the issuer makes an offer for the sale of a security.53 Under the SEC Rule 506(d) “bad
actor” disqualification, an offering is disqualified from relying on the exemptions in Rule 506(b) and 506(c) of
Regulation D if the issuer or any other person covered by Rule 506(d) has a relevant criminal conviction,
regulatory or court order, or other disqualifying event.54
The persons covered by SEC Rule 506(d) includes:
The issuer, including its predecessors and affiliated issuers;
Directors, general partners, and managing members of the issuer;
Executive officers of the issuer, and other officers of the issuers that participate in the offering;
20 percent beneficial owners of the issuer, calculated on the basis of total voting power;
Promoters connected to the issuer;
For pooled investment fund issuers, the fund’s investment manager and its principals; and
Persons compensated for soliciting investors, including their directors, general partners and managing
members.55
In 2024, industry members expressed concern that the inclusion of current s. 517.061(9), F.S., in the Act’s
disqualification provision would prohibit certain transactions with institutional investors in Florida, including
offerings pursuant to Rule 144A under the Securities Act of 1933.56
Registration Requirements
Under the Act, OFR must record the registration of a security in OFR’s register of securities if, upon examination of
an application, it finds that all of the following requirements are met:
The application is complete;
The fee to register57 has been paid;
The sale of the security would not be fraudulent and would not work or tend to work a fraud upon the
purchaser;
The terms of the sale of such securities would be fair, just, and equitable; and
The enterprise or business of the issuer is not based upon unsound business principles.58
48 S. 517.0612(4)(a)-(d), F.S.
49 S. 517.0612(3), F.S.
50 S. 517.0612(10), F.S.
51 Id.
52 17 C.F.R. § 230.506(d).
53 S. 517.0616, F.S.
54 U.S. Securities and Exchange Commission, Disqualification of Felons and Other "Bad Actors" from Rule 506 Offerings and
Related Disclosure Requirements, Sep. 2013, https://www.sec.gov/resources-small-businesses/small-business-compliance-
guides/disqualification-felons-other-bad-actors-rule-506-offerings-related-disclosure-requirements#P9_40 (last visited Mar.
1, 2025).
55 Id. See also 17 C.F.R. § 230.506(d)(1).
56 Office of Financial Regulation, Agency Analysis of 2025 House Bill 379, at p. 3 (Feb. 12, 2025).
57 An issuer filing an application under the Act must, at the time of filing, pay OFR a nonreturnable fee of $1,000 per application
for each offering that exceeds the amount provided in s. 3(b) of the Securities Act of 1933, as amended, or $200 per application
for each offering that does not exceed the amount provided in s. 3(b) of the Securities Act of 1933, as amended. S. 517.081(8),
F.S.
58 S. 517.081(9)(a), F.S.
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Requirements to Submit Fingerprints
The Act specifies certain information that the Commission or OFR may require for an applicant seeking
registration,59 and requires any direct owners, principals, or indirect owners of an applicant that are required to be
reported on the application for registration to submit fingerprints for live-scan processing.60
In December 2023, the FBI communicated to OFR’s liaison at DLE that the Act’s fingerprinting requirements were
insufficient for the FBI to continue providing fingerprint services to OFR.61 The FBI cited Pub. L. 92-544, 86 Stat.
1115 (1972) and indicated the categories of individuals subject to the Act’s fingerprinting requirements were
unclear and overly broad and that additional definitions were needed.62
Exemption for Certain M&A Brokers from Registration
The Act provides an exemption from registration requirements for certain merger and acquisition (M&A)
brokers.63,64 The Act’s exemption is based off of a model rule promulgated by the North American Securities
Administrators Association’s (NASAA).65 The NASAA is a voluntary, international, association whose membership
consists of 67 state, provincial, and territorial securities administrators.66 Formed in 1919, NASAA is the oldest
international organization devoted to investor protection.67 NASAA advocates on behalf of state securities agencies
in the United States that are responsible for capital formation and investor protection.68 NASAA also coordinates
training and education seminars for securities agency staff69 and creates model rules for implementation amongst
its members.70
NASAA adopted the NASAA Model Rule Exempting Certain M&A Brokers from Registration (Model Rule) in
September of 2015.71 The Model Rule was subsequently incorporated into the Act in July of 2016.72 NASAA
amended the Model Rule in May of 2024, to update the Model Rule in light of certain amendments that were made
to subsection 15(b)(13) of the Securities and Exchange Act of 1934.73
Under the Act’s exemption, prior to the completion of any securities transaction, an M&A broker must receive
written assurances from the control person with the largest percentage of ownership for both the buyer and seller
engaged in the transaction that, after the transaction is completed, will be a control person of an eligible privately
held company.74
59 See s. 517.12(6)(a)–(d), F.S.
60 S. 517.12(6), F.S.
61 Supra, note 54, at p. 5.
62 Id.
63 For purposes of this exemption, a broker is considered an M&A broker if he or she, or any person associated with him or her,
engages in the business of effecting securities transactions solely in connection with the transfer of ownership of an eligible
privately held company, regardless of whether the broker acts on behalf of a seller or buyer, through the purchase, sale,
exchange, issuance, repurchase, or redemption of, or a business combination involving, securities or assets of the eligible
privately held company. S. 517.12(21)(a)4., F.S.
64 See s. 517.12(21), F.S., for the Act’s exemption for M&A brokers.
65 See North American Securities Administrators Association, Model Rule Exempting Certain Merger & Acquisition Brokers From
Registration, https://www.nasaa.org/wp-content/uploads/2024/05/Model-Rule-Exempting-Certain-Merger-and-Acquisition-
Brokers-From-Registration-_5-6-2024.pdf (last visited Mar. 1, 2025).
66 NASAA, Welcome to NASAA, https://www.nasaa.org/about/ (last visited Mar. 1, 2025).
67 Id.
68 Id.
69 Id.
70 See, e.g., NASAA, NASAA Model Rule on Investment Adviser Representative Continuing Education (Model Rule 2002-411(h) or
1956-204(B)(6)-CE), https://www.nasaa.org/wp-content/uploads/2020/10/NASAA-IAR-CE-Model-Rule.pdf (last visited Mar.
1, 2025).
71 Supra note 63, at p. 1.
72 Supra note 54, at p. 6. See also, ch. 2016-111, Laws of Fla.
73 Supra note 54, at p. 6.
74 S. 517.12(21)(b), F.S.
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Currently, an M&A broker engaged in a transaction exempt from s. 517.061(7), F.S., is exempt from registration
under the Act unless the M&A broker:
Directly or indirectly, in connection with the transfer of ownership of an eligible privately held company,
receives, holds, transmits, or has custody of the funds or securities to be exchanged by the parties to the
transaction;
Engages on behalf of an issuer in a public offering of any class of securities which is registered, or which is
required to be registered, with the SEC under the Securities Exchange Act of 1934, or with OFR under s.
517.07, F.S.; or for which the issuer files, or is required to file, periodic information, documents, and reports
under s. 15(d) of the Securities Exchange Act of 1934;
Engages on behalf of any party in a transaction involving a public shell company;
Is subject to a suspension or revocation of registration under s. 15(b)(4) of the Securities Exchange Act of
1934;
Is subject to a statutory disqualification described in s. 3(a)(39) of the Securities Exchange Act of 1934;
Is subject to a disqualification under the SEC Rule 506(d); or
Is subject to a final order described in s. 15(b)(4)(H) of the Securities Exchange Act of 1934.75
Securities Guaranty Fund
The Securities Guaranty Fund (Fund) was established for the purpose of providing monetary relief to victims of
securities violations under the Act, specifically to those who are entitled to monetary damages or restitution and
cannot recover the full amount of such monetary damages or restitution from the wrongdoer.76 The Fund is funded
by a percentage of revenues received as assessment fees by OFR.77
Under the Act, a person must meet the following conditions to be eligible for payment from the Fund:
The person holds an unsatisfied final judgement in which a wrongdoer was found to have violated ss.
517.07 or 517.301, F.S.;
The person has applied any amounts recovered from the judgment debtor or from any other source to the
damages awarded by the court or arbitrator; and
The person is a natural person who was a resident of Florida, or is a business entity that was domiciled in
Florida, at the time of the violation giving rise to the claim.78
Additionally, the Act requires an eligible person, or receiver on behalf of an eligible person, seeking payment from
the Fund to file a written application with OFR on a form that the Commission may prescribe by rule.79 The
application must be filed with OFR within one year after the date of the final judgement, the date on which the
restitution order became ripe for execution, or the date of any appealable decision thereon.
The application for payment from the Fund must contain, at a minimum, the following information:
The eligible person’s and, if applicable, the receiver’s full names, addresses, and contact information.
The person ordered to pay restitution.
If the eligible person is a business entity, the eligible person’s type and place of organization and, as
applicable, a copy, as amended, of its articles of incorporation, articles of organization, trust agreement, or
partnership agreement.
Any final judgment and a copy thereof.
Any restitution order pursuant to s. 517.191(3), F.S. and a copy thereof.
An affidavit from the eligible person stating either one of the following:
o That the eligible person has made all reasonable searches and inquiries to ascertain whether the
judgment debtor possesses real or personal property or other assets subject to being sold or
75 S. 517.12(21)(c), F.S.
76 S. 517.131(2), F.S.
77 S. 517.131(1)(a), F.S. A maximum of 20% of all revenues received as assessment fees pursuant to ss. 517.12(9) and (10), F.S.,
for dealers and investment advisers (or s. 517.1201, F.S. for federal covered advisers), and a maximum of 10% of all revenues
received as assessment fees pursuant to ss. 517.12(9) and (10), F.S., for associated persons must be part of the regular
registration fee and must be transferred to the Fund.
78 S. 517.131(3), F.S.
79 S. 517.131(5), F.S.
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applied in satisfaction of the final judgment and, by the eligible person’s search, that the eligible
person has not discovered any property or assets.
o That the eligible person has taken necessary action on the property and assets of the wrongdoers
but the final judgment remains unsatisfied.
If the application is filed by the receiver, an affidavit from the receiver stating the amount of restitution
owed to the eligible person on whose behalf the claim is filed; the amount of any money, property, or assets
paid to the eligible person on whose behalf the claim is filed by the person over whom the receiver is
appointed; and the amount of any unsatisfied portion of any eligible person’s order of restitution.
The eligible person’s residence or domicile at the time of the violation of s. 517.07, F.S. or 517.301, F.S.
which resulted in the eligible person’s monetary damages.
The amount of any unsatisfied portion of the eligible person’s final judgment.
Whether an appeal or motion to vacate an arbitration award has been filed.80
RECENT LEGISLATION:
YEAR BILL # HOUSE SPONSOR(S) SENATE SPONSOR OTHER INFORMATION
2024 CS/CS/HB 311 Barnaby Brodeur The 2024 legislation that made
significant substantive
changes throughout the Act.
2023 CS/CS/HB 253 Barnaby Gruters The 2023 legislation that made
technical amendments
throughout the Act.
BILL HISTORY
STAFF
DIRECTOR/ ANALYSIS
COMMITTEE REFERENCE ACTION DATE POLICY CHIEF PREPARED BY
Insurance & Banking 17 Y, 0 N, As CS 3/5/2025 Lloyd Fletcher
Subcommittee
THE CHANGES ADOPTED BY THE Revised the definition for the term “corporation;” and creates
COMMITTEE: definitions for the terms “general partner,” “limited partner,”
“partnership,” and “shareholder.”
Regarding dealers and investment advisers, clarified the individuals
who must submit fingerprints for live-scan processing for registration
applications. This clarification addressed concerns raised by the Florida
Department of Law Enforcement (FDLE).
Regarding intermediaries, clarified the individuals who must submit
fingerprints for live-scan processing for registration applications. This
clarification addressed concerns raised by FDLE.
Commerce Committee Hamon Fletcher
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THIS BILL ANALYSIS HAS BEEN UPDATED TO INCORPORATE ALL OF THE CHANGES DESCRIBED ABOVE.
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80 Id.
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
CS/HB 379 2025
1 A bill to be entitled
2 An act relating to securities; amending s. 517.021,
3 F.S.; providing and revising definitions; amending s.
4 517.061, F.S.; revising the circumstances under which
5 securities transactions are exempt from registration
6 requirements; amending s. 517.0612, F.S.; revising the
7 filing requirements for securities issuers under the
8 Florida Invest Local Exemption law; amending s.
9 517.0614, F.S.; revising circumstances under which
10 securities offers and sales are not subject to
11 integration with other offerings; amending s.
12 517.0616, F.S.; revising the registration exemptions
13 that are available to specified issuers under certain
14 circumstances; providing applicability of certain
15 disqualification provisions under a specified
16 Securities and Exchange Commission rule; amending s.
17 517.075, F.S.; making a technical change; amending s.
18 517.081, F.S.; revising the requirements for
19 securities registration applications; amending s.
20 517.12, F.S.; revising the list of persons who must
21 submit fingerprints for live-scan processing for
22 registration applications; providing fees for
23 fingerprint processing; providing and revising
24 definitions; revising the written assurances
25 requirements that merger and acquisition brokers must
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26 receive from certain control persons under specified
27 circumstances; revising the circumstances under which
28 merger and acquisition brokers are not exempt from
29 specified securities registration; amending s.
30 517.131, F.S.; providing a definition; revising the
31 circumstances under which a person is eligible for
32 payment from the Securities Guaranty Fund; revising
33 the requirements for applications for payment from the
34 fund; amending s. 517.301, F.S.; specifying a
35 prohibition against certain misrepresentations in
36 issuing and selling securities; amending ss. 517.211
37 and 517.315, F.S.; conforming cross-references;
38 providing an effective date.
39
40 Be It Enacted by the Legislature of the State of Florida:
41
42 Section 1. Subsections (6) through (9), (10), (11), (12),
43 (13) through (17), (18), (19), (20) through (25), (26), and (27)
44 of section 517.021, Florida Statutes, are renumbered as
45 subsections (7) through (10), (12), (14), (15), (17) through
46 (21), (25), (26), (28) through (33), (36), and (37),
47 respectively, present subsections (11) and (15) are amended, and
48 new subsections (6), (11), (13), (16), (22), (23), (24), (27),
49 (34), and (35) are added to that section, to read:
50 517.021 Definitions.—When used in this chapter, unless the
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51 context otherwise indicates, the following terms have the
52 following respective meanings:
53 (6) "Branch manager" means a natural person who
54 administers or supervises the affairs or operations of a branch
55 office.
56 (11) "Corporation" means a corporation, domestic
57 corporation, foreign corporation, nonprofit corporation, or
58 foreign nonprofit corporation, as those terms are defined in s.
59 607.01401.
60 (13) "Director" means a person appointed or elected to sit
61 on a board that manages the affairs of a corporation or other
62 organization by electing or exercising control over its
63 officers.
64 (14)(11) "Federal covered adviser" means a person that is
65 registered or required to be registered under s. 203 of the
66 Investment Advisers Act of 1940, as amended. The term does not
67 include any person that is excluded from the definition of
68 investment adviser under subparagraphs (20)(b)1.-7. (16)(b)1.-7.
69 and 9.
70 (16) "General partner" means a co-owner or manager of a
71 partnership who has unlimited liability for the partnership's
72 debts. The term includes a general partner as defined in s.
73 620.1102.
74 (19)(15) "Intermediary" means a natural person that
75 residing in this state or a corporation, trust, partnership,
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76 limited liability company, association, or other legal entity
77 registered with the Secretary of State to do business in this
78 state, which facilitates through its website the offer or sale
79 of securities of an issuer with a principal place of business in
80 this state.
81 (22) "Limited liability company" means a limited liability
82 company or foreign limited liability company, as those terms are
83 defined in s. 605.0102.
84 (23) "Limited liability company manager" or "limited
85 liability managing member" means a person that is responsible
86 alone or in concert with others for performing the management
87 functions of a limited liability company.
88 (24) "Limited partner" means a co-owner of a partnership
89 who has limited liability for the partnership's debts. The term
90 includes a limited partner as defined in s. 620.1102.
91 (27) "Partnership" means two or more persons carrying on
92 as co-owners of a business. The term includes a limited
93 partnership, limited liability limited partnership, foreign
94 limited partnership, or foreign limited liability limited
95 partnership, as those terms are defined in s. 620.1102.
96 (34) "Shareholder" means a person that owns at least one
97 share of a corporation and whose ownership is reflected in the
98 records of the corporation.
99 (35) "Trust" has the same meaning as in s. 731.201.
100 Section 2. Subsections (7) and (9), paragraph (f) of
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101 subsection (11), and subsections (18), (19), and (20) of section
102 517.061, Florida Statutes, are amended to read:
103 517.061 Exempt transactions.—Except as otherwise provided
104 in subsection (11), the exemptions provided herein from the
105 registration requirements of s. 517.07 are self-executing and do
106 not require any filing with the office before being claimed. Any
107 person who claims entitlement to an exemption under this section
108 bears the burden of proving such entitlement in any proceeding
109 brought under this chapter. The registration provisions of s.
110 517.07 do not apply to any of the following transactions;
111 however, such transactions are subject to s. 517.301:
112 (7) The offer or sale of securities, solely in connection
113 with the transfer of ownership of an eligible privately held
114 company, through a merger and acquisition broker in accordance
115 with s. 517.12(22) s. 517.12(21).
116 (9) The offer or sale of securities to:
117 (a) A bank, trust company, savings institution, insurance
118 company, dealer, investment company as defined in the Investment
119 Company Act of 1940, 15 U.S.C. s. 80a-3, as amended, pension or
120 profit-sharing trust, or qualified institutional buyer, whether
121 any of such entities is acting in its individual or fiduciary
122 capacity.
123 (b) A savings and loan association, building and loan
124 association, cooperative bank, homestead association, or credit
125 union, which is supervised and examined by a state or federal
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126 authority having supervision over any such institution.
127 (c) A federal covered adviser, investment adviser
128 registered pursuant to the laws of a state, exempt reporting
129 adviser or private fund adviser as those terms are defined in s.
130 517.12(23)(a)2. and 3., respectively, investment adviser relying
131 on the exemption from registering with the Securities and
132 Exchange Commission under s. 203(l) or (m) of the Investment
133 Advisers Act of 1940, as amended, business development company
134 as defined in s. 2(a)(48) of the Investment Company Act of 1940,
135 as amended, or business development company as defined in s.
136 202(a)(22) of the Investment Advisers Act of 1940, as amended.
137 (d) A small business investment company licensed by the
138 Small Business Administration under s. 301(c) of the Small
139 Business Investment Act of 1958, as amended, or rural business
140 investment company as defined in s. 384A of the Consolidated
141 Farm and Rural Development Act.
142 (e) A plan established and maintained by a state, a
143 political subdivision thereof, or any agency or instrumentality
144 of a state or a political subdivision, for the benefit of its
145 employees, if such plan has total assets in excess of $5
146 million, an employee benefit plan within the meaning of the
147 Employee Retirement Income Security Act of 1974 if the
148 investment decision is made by a plan fiduciary, as described in
149 s. 3(21) of such act, which is a bank, savings and loan
150 association, insurance company, or federal covered adviser, or
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151 if the employee benefit plan has total assets in excess of $5
152 million or, if a self-directed plan, with investment decisions
153 made solely by persons that are accredited investors.
154 (f) An organization described in s. 501(c)(3) of the
155 Internal Revenue Code, corporation, Massachusetts trust or
156 similar business trust, partnership, or limited liability
157 company, not formed for the specific purpose of acquiring the
158 securities offered, with total assets in excess of $5 million.
159 (g) A trust, with total assets in excess of $5 million,
160 not formed for the specific purpose of acquiring the securities
161 offered, whose purchase is directed by a sophisticated person as
162 described in Securities and Exchange Commission Rule
163 506(b)(2)(ii), 17 C.F.R. s. 230.506(b)(2)(ii), as amended.
164 (h) An entity of a type not listed in paragraphs (a)-(g)
165 or paragraph (j) which owns investments as defined in Securities
166 and Exchange Commission Rule 2a51-1(b), 17 C.F.R s. 270.2a51-
167 1(b), as amended, in excess of $5 million and is not formed for
168 the specific purpose of acquiring the securities offered.
169 (i) A family office as defined in Securities and Exchange
170 Commission Rule 202(a)(11)(G)-1 under the Investment Advisers
171 Act of 1940, 17 C.F.R. s. 275.202(a)(11)(G)-1, as amended,
172 provided that:
173 1. The family office has assets under management in excess
174 of $5 million;
175 2. The family office is not formed for the specific
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176 purpose of acquiring the securities offered; and
177 3. The prospective investment of the family office is
178 directed by a person who has knowledge and experience in
179 financial and business matters that the family office is capable
180 of evaluating the merits and risks of the prospective
181 investment.
182 (j) An entity in which all of the equity owners are
183 described in paragraphs (a)-(i).
184 (11) Offers or sales of securities by an issuer in a
185 transaction that meets all of the following conditions:
186 (f) The issuer files with the office a notice of
187 transaction on a form prescribed by commission rule, an
188 irrevocable written, a consent to service of civil process
189 similar to that provided in s. 517.101, and a copy of the
190 general announcement within 15 days after the first sale is made
191 in this state. The commission may adopt by rule procedures for
192 filing documents by electronic means.
193 (18) Any nonissuer transaction by a registered dealer, and
194 any resale transaction by a sponsor of a unit investment trust
195 registered under the Investment Company Act of 1940, as amended,
196 in a security of a class that has been outstanding in the hands
197 of the public for at least 90 days; provided that, at the time
198 of the transaction, the following conditions in paragraphs (a),
199 (b), and (c) and either paragraph (d) or paragraph (e) are met:
200 (a) The issuer of the security is actually engaged in
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201 business and is not in the organizational stage or in bankruptcy
202 or receivership and is not a blank check, blind pool, or shell
203 company whose primary plan of business is to engage in a merger
204 or combination of the business with, or an acquisition of, an
205 unidentified person.
206 (b) The security is sold at a price reasonably related to
207 the current market price of the security.
208 (c) The security does not constitute the whole or part of
209 an unsold allotment to, or a subscription or participation by,
210 the dealer as an underwriter of the security.
211 (d) The security is listed in a nationally recognized
212 securities manual designated by rule of the commission or a
213 document filed with and publicly viewable through the Securities
214 and Exchange Commission electronic data gathering and retrieval
215 system and contains:
216 1. A description of the business and operations of the
217 issuer.;
218 2. The names of the issuer's officers and directors, if
219 any, or, in the case of an issuer not domiciled in the United
220 States, the corporate equivalents of such persons in the
221 issuer's country of domicile.;
222 3. An audited balance sheet of the issuer as of a date
223 within 18 months before such transaction or, in the case of a
224 reorganization or merger in which parties to the reorganization
225 or merger had such audited balance sheet, a pro forma balance
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226 sheet.; and
227 4. An audited income statement for each of the issuer's
228 immediately preceding 2 fiscal years, or for the period of
229 existence of the issuer, if in existence for less than 2 years
230 or, in the case of a reorganization or merger in which the
231 parties to the reorganization or merger had such audited income
232 statement, a pro forma income statement.
233 (e)1. The issuer of the security has a class of equity
234 securities listed on a national securities exchange registered
235 under the Securities Exchange Act of 1934, as amended;
236 2. The class of security is quoted, offered, purchased, or
237 sold through an alternative trading system registered under
238 Securities and Exchange Commission Regulation ATS, 17 C.F.R. s.
239 242.301, as amended, and the issuer of the security has made
240 current information publicly available in accordance with
241 Securities and Exchange Commission Rule 15c2-11, 17 C.F.R. s.
242 240.15c2-11, as amended;
243 3. The issuer of the security is a unit investment trust
244 registered under the Investment Company Act of 1940, as amended;
245 4. The issuer of the security has been engaged in
246 continuous business, including predecessors, for at least 3
247 years; or
248 5. The issuer of the security has total assets of at least
249 $2 million based on an audited balance sheet as of a date within
250 18 months before such transaction or, in the case of a
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251 reorganization or merger in which parties to the reorganization
252 or merger had such audited balance sheet, a pro forma balance
253 sheet.
254 (19) The offer or sale of any security effected by or
255 through a person in compliance with s. 517.12(17) s. 517.12(16).
256 (20)(a) A nonissuer transaction in an outstanding security
257 by or through a dealer registered or exempt from registration
258 under this chapter, if, at the time of the transaction, all of
259 the following conditions are met true:
260 1.(a) The issuer is a reporting issuer in a foreign
261 jurisdiction designated by this subsection or by commission
262 rule, and the issuer has been subject to continuous reporting
263 requirements in such foreign jurisdiction for not less than 180
264 days before the transaction.
265 2.(b) The security is listed on a foreign securities
266 exchange or foreign securities market the securities exchange
267 designated by this subsection or by commission rule, is a
268 security of the same issuer which is of senior or substantially
269 equal rank to the listed security, or is a warrant or right to
270 purchase or subscribe to any such security.
271 (b) The commission shall consider all of the following in
272 designating a foreign securities exchange or foreign securities
273 market for purposes of this subsection:
274 1. Organization under foreign law.
275 2. Association with a generally recognized community of
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276 dealers, financial institutions, or other professional
277 intermediaries with an established operating history.
278 3. Oversight by a governmental or self-regulatory body.
279 4. Oversight standards set by general law.
280 5. Reporting of securities transactions on a regular basis
281 to a governmental or self-regulatory body.
282 6. A system for exchange of price quotations through
283 common communications media.
284 7. An organized clearance and settlement system.
285 8. Listing in Securities and Exchange Commission
286 Regulation S Rule 902, 17 C.F.R. s. 230.902, as amended.
287
288 For purposes of this subsection, Canada, together with its
289 provinces and territories, is designated as a foreign
290 jurisdiction, and Toronto Stock Exchange, Inc., is designated as
291 a securities exchange. If, after an administrative hearing in
292 compliance with ss. 120.569 and 120.57, the office finds that
293 revocation is necessary or appropriate in furtherance of the
294 public interest and for the protection of investors, it may
295 revoke the designation of a foreign securities exchange or
296 foreign securities market under this subsection.
297 Section 3. Subsection (10) of section 517.0612, Florida
298 Statutes, is amended to read:
299 517.0612 Florida Invest Local Exemption.—
300 (10) The issuer must file with the office a notice of
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301 transaction on a form prescribed by commission rule, an
302 irrevocable written consent to service of civil process similar
303 to that provided in s. 517.101, and a copy of the disclosure
304 statement described in subsection (8) at least the offering with
305 the office, in writing or in electronic form, in a format
306 prescribed by commission rule, no less than 5 business days
307 before the offering commences, along with the disclosure
308 statement described in subsection (8). If there are any material
309 changes to the information previously submitted, the issuer
310 must, within 3 business days after such material change, file an
311 amended notice.
312 Section 4. Paragraph (b) of subsection (2) of section
313 517.0614, Florida Statutes, is amended to read:
314 517.0614 Integration of offerings.—
315 (2) The integration analysis required by subsection (1) is
316 not required if any of the following nonexclusive safe harbors
317 apply:
318 (b) Offers and sales made in compliance with any of the
319 following provisions are not subject to integration with other
320 offerings:
321 1. Section 517.051 or s. 517.061, except s. 517.061(10) or
322 (11) s. 517.061(9), (10), or (11).
323 2. Section 517.0611 or s. 517.0612.
324 Section 5. Section 517.0616, Florida Statutes, is amended
325 to read:
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326 517.0616 Disqualification.—
327 (1) A registration exemption under s. 517.061(11) s.
328 517.061(9), (10), and (11), s. 517.0611, or s. 517.0612 is not
329 available to an issuer if, at the time the issuer makes an offer
330 for the sale of a security, the issuer; a predecessor of the
331 issuer; an affiliated issuer; a director, executive officer, or
332 other officer of the issuer participating in the offering; a
333 general partner or managing member of the issuer; a beneficial
334 owner of 20 percent or more of the issuer's outstanding voting
335 equity securities, calculated on the basis of voting power; or a
336 promoter connected with the issuer in any capacity at the time
337 of such sale that would be disqualified under Securities and
338 Exchange Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as
339 amended, at the time the issuer makes an offer for the sale of a
340 security.
341 (2) The disqualification under Securities and Exchange
342 Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as amended,
343 does not apply to any other person or entity listed in such
344 rule.
345 Section 6. Subsection (2) of section 517.075, Florida
346 Statutes, is amended to read:
347 517.075 Cuba, prospectus disclosure of doing business
348 with, required.—
349 (2) Any disclosure required by subsection (1) must
350 include:
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351 (a) The name of such person, affiliate, or government with
352 which the issuer does business and the nature of that business.;
353 (b) A statement that the information is accurate as of the
354 date the securities were effective with the United States
355 Securities and Exchange Commission or with the office, whichever
356 date is later.; and
357 (c) A statement that current information concerning the
358 issuer's business dealings with the government of Cuba or with
359 any person or affiliate located in Cuba may be obtained from the
360 office, which statement must include the address and phone
361 number of the office.
362 Section 7. Subsection (5) and paragraph (a) of subsection
363 (9) of section 517.081, Florida Statutes, are amended to read:
364 517.081 Registration procedure.—
365 (5) All of The following issuers are not eligible to
366 submit a simplified offering circular:
367 (a) An issuer that is subject to any of the
368 disqualifications described in Securities and Exchange
369 Commission Rule 262, 17 C.F.R. s. 230.262, as amended, or that
370 has been or is engaged or is about to engage in an activity that
371 would be grounds for denial, revocation, or suspension under s.
372 517.111. For purposes of this paragraph, an issuer includes an
373 issuer's director, officer, general partner, manager or managing
374 member, trustee, or a person owning at least 10 percent of the
375 ownership interests of the issuer; a promoter or selling agent
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376 of the securities to be offered; or any officer, director,
377 partner, or manager or managing member of such selling agent.
378 (b) An issuer that is a development-stage company that
379 either has no specific business plan or purpose or has indicated
380 that its business plan is to merge with an unidentified business
381 entity or entities.
382 (c) An issuer of offerings in which the specific business
383 or properties cannot be described.
384 (d) An issuer that the office determines is ineligible
385 because the simplified circular does not provide full and fair
386 disclosure of material information for the type of offering to
387 be registered by the issuer.
388 (9)(a) The office shall record the registration of a
389 security in the register of securities if, upon examination of
390 an application, it finds that all of the following requirements
391 are met:
392 1. The application is complete.
393 2. The fee imposed in subsection (8) has been paid.
394 3. The sale of the security would not be fraudulent and
395 would not work or tend to work a fraud upon the purchaser.
396 4. The terms of the sale of such securities would be fair,
397 just, and equitable.
398 5. The enterprise or business of the issuer is not based
399 upon unsound business principles.
400 Section 8. Subsections (7) through (22) of section 517.12,
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401 Florida Statutes, are renumbered as subsections (8) through
402 (23), respectively, subsection (6), present subsection (10),
403 paragraph (b) of present subsection (14), and present
404 subsections (19), (20), and (21) are amended, and a new
405 subsection (7) is added to that section, to read:
406 517.12 Registration of dealers, associated persons,
407 intermediaries, and investment advisers.—
408 (6) The application must also contain such information as
409 the commission or office may require about the applicant; any
410 member, principal, or director of the applicant or any person
411 having a similar status or performing similar functions; any
412 person directly or indirectly controlling the applicant; or any
413 employee of a dealer or of an investment adviser rendering
414 investment advisory services. Each applicant and any direct
415 owners, principals, or indirect owners that are required to be
416 reported on Form BD or Form ADV pursuant to subsection (14)
417 shall submit fingerprints for live-scan processing in accordance
418 with rules adopted by the commission. The fingerprints may be
419 submitted through a third-party vendor authorized by the
420 Department of Law Enforcement to provide live-scan
421 fingerprinting. The costs of fingerprint processing shall be
422 borne by the person subject to the background check. The
423 Department of Law Enforcement shall conduct a state criminal
424 history background check, and a federal criminal history
425 background check must be conducted through the Federal Bureau of
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426 Investigation. The office shall review the results of the state
427 and federal criminal history background checks and determine
428 whether the applicant meets licensure requirements. The
429 commission may waive, by rule, the requirement that applicants,
430 including any direct owners, principals, or indirect owners that
431 are required to be reported on Form BD or Form ADV pursuant to
432 subsection (14), submit fingerprints or the requirement that
433 such fingerprints be processed by the Department of Law
434 Enforcement or the Federal Bureau of Investigation. The
435 commission or office may require information about any such
436 applicant or person concerning such matters as:
437 (a) The applicant's or person's full name, and any other
438 names by which the applicant or person may have been known, and
439 the applicant's or person's age, social security number,
440 photograph, qualifications, and educational and business
441 history.
442 (b) Any injunction or administrative order by a state or
443 federal agency, national securities exchange, or national
444 securities association involving a security or any aspect of a
445 dealer's or investment adviser's regulated business and any
446 injunction or administrative order by a state or federal agency
447 regulating banking, insurance, finance, or small loan companies,
448 real estate, mortgage brokers, or other related or similar
449 industries, which injunctions or administrative orders relate to
450 such person.
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451 (c) The applicant's or person's conviction of, or plea of
452 nolo contendere to, a criminal offense or the applicant's or
453 person's commission of any acts which would be grounds for
454 refusal of an application under s. 517.161.
455 (d) The names and addresses of other persons of whom the
456 office may inquire as to the applicant's or person's character,
457 reputation, and financial responsibility.
458 (7)(a)1. The following natural persons must submit a full
459 set of fingerprints to the Department of Law Enforcement or to a
460 vendor, entity, or agency authorized under s. 943.053(13) for
461 live-scan processing in accordance with rules adopted by the
462 commission.
463 a. A natural person filing with the office an application
464 for registration as an associated person.
465 b. A natural person who holds the title of president,
466 treasurer, chief executive officer, chief financial officer,
467 chief operations officer, chief legal officer, chief compliance
468 officer, or director for a dealer or investment adviser
469 applicant.
470 c. A natural person who is a 5 percent or more owner of a
471 dealer or investment adviser applicant.
472 d. With respect to each 5 percent or more owner of a
473 dealer or investment adviser applicant that is a corporation,
474 partnership, trust, or limited liability company, each natural
475 person who is a 25 percent or more owner or trustee of such
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476 entity, and each natural person who is a 25 percent or more
477 owner or trustee at each level of the chain of ownership up to,
478 but not including, an entity subject to s. 12 or s. 15(d) of the
479 Securities Exchange Act of 1934, as amended.
480 2. For purposes of this subsection, the term "owner"
481 means:
482 a. A shareholder that owns a percentage of a class of
483 voting securities of a dealer or investment adviser applicant,
484 and includes any person that owns, beneficially owns, has the
485 right to vote, or has the power to sell or direct the sale of,
486 the percentage of a class of a voting security of the dealer or
487 investment adviser applicant specified in sub-subparagraph 1.c.
488 or sub-subparagraph 1.d. For purposes of this sub-subparagraph,
489 a person beneficially owns any securities:
490 (I) Owned by the shareholder's child, stepchild,
491 grandchild, parent, stepparent, grandparent, spouse, sibling,
492 mother-in-law, father-in-law, son-in-law, daughter-in-law,
493 brother-in-law, or sister-in-law sharing the same residence; or
494 (II) That the shareholder has the right to acquire, within
495 60 days, through the exercise of any option, warrant, or right
496 to purchase the securities.
497 b. A general partner of a partnership, and a limited
498 partner of a partnership who has the right to receive upon
499 dissolution, or has contributed, a percentage of the capital of
500 a dealer or investment adviser applicant.
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501 c. A trustee of a trust that owns a percentage of a class
502 of a voting security of a dealer or investment adviser
503 applicant, or that has the right to receive upon dissolution, or
504 has contributed, a percentage of the capital of a dealer or
505 investment adviser applicant.
506 d. A member of a limited liability company who has the
507 right to receive upon dissolution, or has contributed, a
508 percentage of the capital of a dealer or investment adviser
509 applicant, and all limited liability company managers of a
510 dealer or investment adviser applicant.
511 (b) A vendor, entity, or agency authorized under s.
512 943.053(13) to submit fingerprints electronically to the
513 Department of Law Enforcement shall submit the fingerprints to
514 the department for state processing, and the department shall
515 forward the fingerprints to the Federal Bureau of Investigation
516 for national processing.
517 (c) Fees for state and federal fingerprint processing
518 shall be borne by the person subject to the criminal history
519 record check. The state cost for fingerprint processing shall be
520 as provided in s. 943.053(3)(e).
521 (d) The office shall review the results of the state and
522 federal criminal history record checks and determine whether the
523 applicant is disqualified from registration. The commission may
524 waive by rule the requirement that the persons listed in this
525 subsection submit fingerprints or the requirement that such
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526 fingerprints be processed by the Department of Law Enforcement
527 or the Federal Bureau of Investigation.
528 (11)(a)(10)(a) If the office finds that the applicant has
529 complied with the applicable registration provisions of this
530 chapter and the rules made pursuant hereto, it shall register
531 the applicant unless the applicant is otherwise disqualified for
532 registration pursuant to law. The registration of each dealer,
533 investment adviser, and associated person expires on December 31
534 of the year the registration became effective unless the
535 registrant has renewed its registration on or before that date.
536 Registration may be renewed by furnishing such information as
537 the commission may require, together with payment of the fee
538 required in paragraph (10)(a) (9)(a) for dealers, investment
539 advisers, or associated persons and the payment of any amount
540 lawfully due and owing to the office pursuant to any order of
541 the office or pursuant to any agreement with the office. Any
542 dealer, investment adviser, or associated person who has not
543 renewed a registration by the time the current registration
544 expires may request reinstatement of such registration by filing
545 with the office, on or before January 31 of the year following
546 the year of expiration, such information as may be required by
547 the commission, together with payment of the fee required in
548 paragraph (10)(a) (9)(a) for dealers, investment advisers, or
549 associated persons and a late fee equal to the amount of such
550 fee. Any reinstatement of registration granted by the office
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551 during the month of January shall be deemed effective
552 retroactive to January 1 of that year.
553 (b) The office shall waive the $50 assessment fee for an
554 associated person required by paragraph (10)(a) (9)(a) for a
555 registrant renewing his or her registration who:
556 1. Is an active duty member of the United States Armed
557 Forces or the spouse of such member;
558 2. Is or was a member of the United States Armed Forces
559 and served on active duty within the 2 years preceding the
560 expiration date of the registration pursuant to paragraph (a).
561 To qualify for the fee waiver, a registrant who is a former
562 member of the United States Armed Forces who served on active
563 duty within the 2 years preceding the expiration date of the
564 registration must have received an honorable discharge upon
565 separation or discharge from the United States Armed Forces; or
566 3. Is the surviving spouse of a member of the United
567 States Armed Forces if the member was serving on active duty at
568 the time of death and died within the 2 years preceding the
569 surviving spouse's registration expiration date pursuant to
570 paragraph (a).
571
572 A registrant seeking such fee waiver must submit proof, in a
573 form prescribed by commission rule, that the registrant meets
574 one of the qualifications in this paragraph.
575 (15)(14)
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576 (b) In lieu of filing with the office the applications
577 specified in subsection (5), the fees required by subsection
578 (10) (9), the renewals required by subsection (11) (10), and the
579 termination notices required by subsection (12) (11), the
580 commission may by rule establish procedures for the deposit of
581 such fees and documents with the Central Registration Depository
582 or the Investment Adviser Registration Depository of the
583 Financial Industry Regulatory Authority, as developed under
584 contract with the North American Securities Administrators
585 Association, Inc.
586 (20)(19) An intermediary may not engage in business in
587 this state unless the intermediary is registered as a dealer or
588 as an intermediary with the office pursuant to this section to
589 facilitate the offer or sale of securities in accordance with s.
590 517.0611. An intermediary, in order to obtain registration, must
591 file with the office a written application on a form prescribed
592 by commission rule and pay a registration fee of $200. The fees
593 under this subsection shall be deposited into the Regulatory
594 Trust Fund of the office. The commission may establish by rule
595 procedures for depositing fees and filing documents by
596 electronic means if such procedures provide the office with the
597 information and data required by this section. Each intermediary
598 must also file an irrevocable written consent to service of
599 civil process, as provided in s. 517.101.
600 (a) The application must contain such information as the
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601 commission or office may require concerning:
602 1. The name of the applicant and address of its principal
603 office and each office in this state.
604 2. The applicant's form and place of organization; and, if
605 the applicant is:
606 a. A corporation, a copy of its articles of incorporation
607 and amendments to the articles of incorporation;
608 b. A limited liability company, a copy of its articles of
609 organization and amendments to the articles and a copy of the
610 company's operating agreement as may be amended; or
611 c. A partnership, a copy of the partnership agreement.
612 3. The website address where securities of the issuer will
613 be offered.
614 4. Contact information.
615 (b) The application must also contain such information as
616 the commission may require by rule about the applicant; any
617 member, principal, or director of the applicant or any person
618 having a similar status or performing similar functions; or any
619 persons directly or indirectly controlling the applicant. Each
620 applicant and any direct owners, principals, or indirect owners
621 that are required to be reported on a form adopted by commission
622 rule shall submit fingerprints for live-scan processing in
623 accordance with rules adopted by the commission. The
624 fingerprints may be submitted through a third-party vendor
625 authorized by the Department of Law Enforcement to provide live-
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626 scan fingerprinting. The costs of fingerprint processing shall
627 be borne by the person subject to the background check. The
628 Department of Law Enforcement shall conduct a state criminal
629 history background check, and a federal criminal history
630 background check must be conducted through the Federal Bureau of
631 Investigation. The office shall review the results of the state
632 and federal criminal history background checks and determine
633 whether the applicant meets registration requirements. The
634 commission may waive, by rule, the requirement that applicants,
635 including any direct owners, principals, or indirect owners,
636 which are required to be reported on a form adopted by
637 commission rule, submit fingerprints or the requirement that
638 such fingerprints be processed by the Department of Law
639 Enforcement or the Federal Bureau of Investigation. The
640 commission, by rule, or the office may require information about
641 any applicant or person, including:
642 1. The applicant's or person's full name and any other
643 names by which the applicant or person may have been known and
644 the applicant's or person's age, social security number,
645 photograph, qualifications, and educational and business
646 history.
647 2. Any injunction or administrative order by a state or
648 federal agency, national securities exchange, or national
649 securities association involving a security or any aspect of an
650 intermediary's regulated business and any injunction or
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651 administrative order by a state or federal agency regulating
652 banking, insurance, finance, real estate, mortgage brokers, or
653 other related or similar industries, which relate to such
654 person.
655 3. The applicant's or person's conviction of, or plea of
656 nolo contendere to, a criminal offense or the applicant's or
657 person's commission of any acts that would be grounds for
658 refusal of an application under s. 517.161.
659 (c)1. The following natural persons must submit a full set
660 of fingerprints to the Department of Law Enforcement or to a
661 vendor, entity, or agency authorized under s. 943.053(13) for
662 live-scan processing in accordance with rules adopted by the
663 commission:
664 a. A natural person filing with the office an application
665 for registration as an intermediary.
666 b. A natural person who holds the title of president,
667 treasurer, chief executive officer, chief financial officer,
668 chief operations officer, chief legal officer, chief compliance
669 officer, or director for an intermediary applicant.
670 c. A natural person who is a 5 percent or more owner of an
671 intermediary applicant.
672 d. With respect to each 5 percent or more owner of an
673 intermediary applicant that is a corporation, partnership,
674 trust, or limited liability company, each natural person who is
675 a 25 percent or more owner or trustee of such entity, and each
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676 natural person who is a 25 percent or more owner or trustee at
677 each level of the chain of ownership up to, but not including,
678 an entity subject to s. 12 or s. 15(d) of the Securities
679 Exchange Act of 1934, as amended.
680 2. For purposes of this subsection, the term "owner"
681 means:
682 a. A shareholder who owns a percentage of a class of
683 voting securities of an intermediary applicant, and includes any
684 person who owns, beneficially owns, has the right to vote, or
685 has the power to sell or direct the sale of, the percentage of a
686 class of a voting security of the intermediary applicant
687 specified in sub-subparagraph 1.c. or sub-subparagraph 1.d. For
688 purposes of this sub-subparagraph, a person beneficially owns
689 any securities:
690 (I) Owned by the shareholder's child, stepchild,
691 grandchild, parent, stepparent, grandparent, spouse, sibling,
692 mother-in-law, father-in-law, son-in-law, daughter-in-law,
693 brother-in-law, or sister-in-law sharing the same residence; or
694 (II) That the shareholder has the right to acquire, within
695 60 days, through the exercise of any option, warrant, or right
696 to purchase the securities.
697 b. A general partner of a partnership, and a limited
698 partner of a partnership who has the right to receive upon
699 dissolution, or has contributed, a percentage of the capital of
700 an intermediary applicant.
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701 c. A trustee of a trust that owns a percentage of a class
702 of a voting security of an intermediary applicant, or that has
703 the right to receive upon dissolution, or has contributed, a
704 percentage of the capital of an intermediary applicant.
705 d. A member of a limited liability company who has the
706 right to receive upon dissolution, or has contributed, a
707 percentage of the capital of an intermediary applicant, and all
708 limited liability company managers of an intermediary applicant.
709 (d) The vendor, entity, or agency authorized under s.
710 943.053(13) to submit fingerprints electronically to the
711 Department of Law Enforcement shall submit the fingerprints to
712 the department for state processing, and the department shall
713 forward the fingerprints to the Federal Bureau of Investigation
714 for national processing.
715 (e) Fees for state and federal fingerprint processing
716 shall be borne by the person subject to the criminal history
717 record check. The state cost for fingerprint processing shall be
718 as provided in s. 943.053(3)(e).
719 (f) The office shall review the results of the state and
720 federal criminal history record checks and determine whether the
721 applicant is disqualified from registration. The commission may
722 waive by rule the requirement that applicants, including any
723 natural persons listed in sub-subparagraphs (c)1.a.-d., submit
724 fingerprints or the requirement that such fingerprints be
725 processed by the Department of Law Enforcement or the Federal
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726 Bureau of Investigation.
727 (g)(c) The application must be amended within 30 days if
728 any information contained in the form becomes inaccurate for any
729 reason.
730 (h)(d) An intermediary or persons affiliated with the
731 intermediary are not subject to any disqualification described
732 in s. 517.1611 or Securities and Exchange Commission Rule
733 506(d), 17 C.F.R. 230.506(d), adopted pursuant to the Securities
734 Act of 1933, as amended. Each director, officer, manager or
735 managing member, control person of the issuer, any person
736 occupying a similar status or performing a similar function, and
737 each person holding more than 20 percent of the ownership
738 interests of the intermediary is subject to this requirement.
739 (i)(e) If the office finds that the applicant has complied
740 with the applicable registration provisions of this chapter and
741 the rules adopted thereunder, it shall register the applicant.
742 The registration of each intermediary expires on December 31 of
743 the year the registration became effective unless the registrant
744 renews his or her registration on or before that date.
745 Registration may be renewed by furnishing such information as
746 the commission may require by rule, together with payment of a
747 $200 fee and the payment of any amount due to the office
748 pursuant to any order of the office or pursuant to any agreement
749 with the office. An intermediary who has not renewed a
750 registration by the time that the current registration expires
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751 may request reinstatement of such registration by filing with
752 the office, on or before January 31 of the year following the
753 year of expiration, such information as required by the
754 commission, together with payment of the $200 fee and a late fee
755 of $200. Any reinstatement of registration granted by the office
756 during the month of January is deemed effective retroactive to
757 January 1 of that year.
758 (21)(20) The registration requirements of this section do
759 not apply to any general lines insurance agent or life insurance
760 agent licensed under chapter 626, with regard to the sale of a
761 security as defined in s. 517.021(33)(g) s. 517.021(25)(g), if
762 the individual is directly authorized by the issuer to offer or
763 sell the security on behalf of the issuer and the issuer is a
764 federally chartered savings bank subject to regulation by the
765 Federal Deposit Insurance Corporation. Actions under this
766 subsection constitute activity under the insurance agent's
767 license for purposes of ss. 626.611 and 626.621.
768 (22)(a)(21)(a) As used in this subsection, the term:
769 1. "Broker" has the same meaning as "dealer" as defined in
770 s. 517.021.
771 2. "Business combination related shell company" means a
772 shell company that is formed by an entity that is not a shell
773 company solely for the purpose of:
774 a. Changing the corporate domicile of the entity solely
775 within the United States; or
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776 b. Completing a business combination transaction, as
777 defined in 17 C.F.R. s. 230.165(f), among one or more entities
778 other than the company itself, none of which is a shell company.
779 3.2. "Control person" means a person an individual or
780 entity that possesses the power, directly or indirectly, to
781 direct the management or policies of a company through ownership
782 of securities, by contract, or otherwise. A person is presumed
783 to be a control person of a company if, upon completion of a
784 transaction, the buyer or group of buyers with respect to a
785 particular company, the person:
786 a. Is a director, a general partner, a member, or a
787 manager of a limited liability company, or is an officer who
788 exercises executive responsibility or has a similar status or
789 function;
790 a.b. Has the power to vote 25 20 percent or more of a
791 class of voting securities or has the power to sell or direct
792 the sale of 25 20 percent or more of a class of voting
793 securities; or
794 b.c. In the case of a partnership or limited liability
795 company, may receive upon dissolution, or has contributed, 25 20
796 percent or more of the capital.
797 4.3. "Eligible privately held company" means a privately
798 held company that meets all of the following conditions:
799 a. The company does not have any class of securities which
800 is registered, or which is required to be registered, with the
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801 United States Securities and Exchange Commission under the
802 Securities Exchange Act of 1934, 15 U.S.C. ss. 78a et seq., as
803 amended, or with the office under s. 517.07, or for which the
804 company files, or is required to file, summary and periodic
805 information, documents, and reports under s. 15(d) of the
806 Securities Exchange Act of 1934, 15 U.S.C. s. 78o(d), as
807 amended.
808 b. In the fiscal year immediately preceding the fiscal
809 year during which the merger and acquisition broker begins to
810 provide services for the securities transaction, the company, in
811 accordance with its historical financial accounting records, has
812 earnings before interest, taxes, depreciation, and amortization
813 of less than $25 million or has gross revenues of less than $250
814 million. On July 1, 2021, and every 5 years thereafter, each
815 dollar amount in this sub-subparagraph shall be adjusted by
816 dividing the annual value of the Employment Cost Index for wages
817 and salaries for private industry workers, or any successor
818 index, as published by the Bureau of Labor Statistics, for the
819 calendar year preceding the calendar year in which the
820 adjustment is being made, by the annual value of such index or
821 successor index for the calendar year ending December 31, 2020
822 2012, and multiplying such dollar amount by the quotient
823 obtained. Each dollar amount determined under this sub-
824 subparagraph shall be rounded to the nearest multiple of
825 $100,000. The commission may by rule modify the dollar figures
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826 if the commission determines that such a modification is
827 necessary or appropriate in the public interest or for the
828 protection of investors.
829 5.4. "Merger and acquisition broker" means a any broker
830 and any person associated with a broker engaged in the business
831 of effecting securities transactions solely in connection with
832 the transfer of ownership of an eligible privately held company,
833 regardless of whether the that broker acts on behalf of a seller
834 or buyer, through the purchase, sale, exchange, issuance,
835 repurchase, or redemption of, or a business combination
836 involving, securities or assets of the eligible privately held
837 company.
838 6.5. "Public Shell company" means a company that at the
839 time of a transaction with an eligible privately held company:
840 a. Has any class of securities which is registered, or
841 which is required to be registered, with the United States
842 Securities and Exchange Commission under the Securities Exchange
843 Act of 1934, 15 U.S.C. ss. 78a et seq., or with the office under
844 s. 517.07, or for which the company files, or is required to
845 file, summary and periodic information, documents, and reports
846 under s. 15(d) of the Securities Exchange Act of 1934, 15 U.S.C.
847 s. 78o(d);
848 a.b. Has nominal or no operations.; and
849 b.c. Has nominal assets or no assets, assets consisting
850 solely of cash and cash equivalents, or assets consisting of any
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851 amount of cash and cash equivalents and nominal other assets.
852 (b) Prior to the completion of any securities transaction
853 described in s. 517.061(7), a merger and acquisition broker must
854 receive written assurances from the control person with the
855 largest percentage of ownership for both the buyer and seller
856 engaged in the transaction that:
857 1. After the transaction is completed, any person who
858 acquires securities or assets of the eligible privately held
859 company, acting alone or in concert, will be a control person of
860 the eligible privately held company or will be a control person
861 for the business conducted with the assets of the eligible
862 privately held company.; and
863 2. After the transaction is completed, any person who
864 acquires securities or assets of the eligible privately held
865 company, acting alone or in concert, will be active in the
866 management of the eligible privately held company or the
867 business conducted with the assets of the eligible privately
868 held company, and active in the management of the assets of the
869 eligible privately held company, by engaging in acts and
870 activities that include, but are not limited to, the following:
871 a. Electing executive officers.
872 b. Approving the annual budget.
873 c. Serving as an executive or other executive manager.
874 d. Carrying out such other activities as the commission
875 may by rule determine to be in the public interest.
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876 3.2. If any person is offered securities in exchange for
877 securities or assets of the eligible privately held company,
878 such person will, before becoming legally bound to complete the
879 transaction, receive or be given reasonable access to the most
880 recent year-end financial statements of the issuer of the
881 securities offered in exchange. The most recent year-end
882 financial statements shall be customarily prepared by the
883 issuer's management in the normal course of operations. If the
884 financial statements of the issuer are audited, reviewed, or
885 compiled, the most recent year-end financial statements must
886 include any related statement by the independent certified
887 public accountant; a balance sheet dated not more than 120 days
888 before the date of the exchange offer; and information
889 pertaining to the management, business, results of operations
890 for the period covered by the foregoing financial statements,
891 and material loss contingencies of the issuer.
892 (c) A merger and acquisition broker engaged in a
893 transaction exempt under s. 517.061(7) is exempt from
894 registration under this section unless the merger and
895 acquisition broker:
896 1. Directly or indirectly, in connection with the transfer
897 of ownership of an eligible privately held company, receives,
898 holds, transmits, or has custody of the funds or securities to
899 be exchanged by the parties to the transaction;
900 2. Engages on behalf of an issuer in a public offering of
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901 any class of securities which is registered, or which is
902 required to be registered, with the United States Securities and
903 Exchange Commission under the Securities Exchange Act of 1934,
904 15 U.S.C. ss. 78a et seq., as amended, or with the office under
905 s. 517.07; or for which the issuer files, or is required to
906 file, periodic information, documents, and reports under s.
907 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. s.
908 78o(d), as amended;
909 3. Engages on behalf of any party in a transaction
910 involving a public shell company, other than a business
911 combination related shell company;
912 4. Directly, or indirectly through any of its affiliates,
913 provides financing related to the transfer of ownership of an
914 eligible privately held company;
915 5. Assists any party to obtain financing from an
916 unaffiliated third party without:
917 a. Complying with all other applicable laws in connection
918 with such assistance, including, if applicable, Regulation T
919 under 12 C.F.R. ss. 220 et seq., as amended; and
920 b. Disclosing any compensation in writing to the party;
921 6. Represents both the buyer and the seller in the same
922 transaction without providing clear written disclosure as to the
923 parties the broker represents and obtaining written consent from
924 both parties to the joint representation;
925 7. Facilitates a transaction with a group of buyers formed
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926 with the assistance of the Merger and Acquisition Broker to
927 acquire the eligible privately held company;
928 8. Engages in a transaction involving the transfer of
929 ownership of an eligible privately held company to a passive
930 buyer or group of passive buyers;
931 9. Binds a party to a transfer of ownership of an eligible
932 privately held company; or
933 10. Is subject to, or an officer, director, member,
934 manager, partner, or employee of the broker is subject to, the
935 following disciplinary actions:
936 a. Has been barred from association with a broker or
937 dealer by the Securities and Exchange Commission, any state, or
938 any self-regulatory organization; or
939 b. Is suspended from association with a broker or dealer.
940 4. Is subject to a suspension or revocation of
941 registration under s. 15(b)(4) of the Securities Exchange Act of
942 1934, 15 U.S.C. s. 78o(b)(4);
943 5. Is subject to a statutory disqualification described in
944 s. 3(a)(39) of the Securities Exchange Act of 1934, 15 U.S.C. s.
945 78c(a)(39);
946 6. Is subject to a disqualification under the United
947 States Securities and Exchange Commission Rule 506(d), 17 C.F.R.
948 s. 230.506(d); or
949 7. Is subject to a final order described in s. 15(b)(4)(H)
950 of the Securities Exchange Act of 1934, 15 U.S.C. s.
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951 78o(b)(4)(H).
952 Section 9. Subsection (1), paragraph (a) of subsection
953 (2), and subsections (3) and (5) of section 517.131, Florida
954 Statutes, are amended to read:
955 517.131 Securities Guaranty Fund.—
956 (1) As used in this section, the term:
957 (a) "Final judgment" includes an arbitration award
958 confirmed by a court of competent jurisdiction.
959 (b) "Restitution order" means a court order awarding a
960 specified monetary amount to a named aggrieved person for a
961 violation of s. 517.07 or s. 517.301 to be paid by a named
962 violator.
963 (2)(a) The Chief Financial Officer shall establish a
964 Securities Guaranty Fund to provide monetary relief to victims
965 of securities violations under this chapter who are entitled to
966 monetary damages or restitution and cannot recover the full
967 amount of such monetary damages or restitution from the
968 wrongdoer. An amount not exceeding 20 percent of all revenues
969 received as assessment fees pursuant to s. 517.12(10) and (11)
970 s. 517.12(9) and (10) for dealers and investment advisers or s.
971 517.1201 for federal covered advisers and an amount not
972 exceeding 10 percent of all revenues received as assessment fees
973 pursuant to s. 517.12(10) and (11) s. 517.12(9) and (10) for
974 associated persons must be part of the regular registration
975 license fee and must be transferred to or deposited in the
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976 Securities Guaranty Fund.
977 (3) A person is eligible for payment from the Securities
978 Guaranty Fund if the person:
979 (a)1. Is a judgment creditor in Holds an unsatisfied final
980 judgment or a named beneficiary or victim in an unsatisfied
981 restitution order entered on or after October 1, 2024, in which
982 a wrongdoer was found to have violated s. 517.07 or s. 517.301;
983 2. Has applied any amount recovered from the judgment
984 debtor, a person ordered to pay restitution, or any other source
985 to the damages awarded in a final judgment or restitution order
986 by the court or arbitrator; and
987 3. Is a natural person who was a resident of this state,
988 or is a business entity that was domiciled in this state, at the
989 time of the violation of s. 517.07 or s. 517.301; or
990 (b) Is a receiver appointed pursuant to s. 517.191(2) by a
991 court of competent jurisdiction for a wrongdoer ordered to pay
992 restitution under s. 517.191(3) as a result of a violation of s.
993 517.07 or s. 517.301 which has requested payment from the
994 Securities Guaranty Fund on behalf of a person eligible for
995 payment under paragraph (a).
996
997 If a person holds an unsatisfied final judgment or restitution
998 order entered before October 1, 2024, in which a wrongdoer was
999 found to have violated s. 517.07 or s. 517.301, such person's
1000 claim for payment from the Securities Guaranty Fund shall be
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1001 governed by the terms of this section and s. 517.141 which were
1002 effective on the date of such final judgment or restitution
1003 order.
1004 (5) An eligible person, or a receiver on behalf of the
1005 eligible person, seeking payment from the Securities Guaranty
1006 Fund must file with the office a written application on a form
1007 that the commission may prescribe by rule. The commission may
1008 adopt by rule procedures for filing documents by electronic
1009 means, provided that such procedures provide the office with the
1010 information and data required by this section. The application
1011 must be filed with the office within 1 year after the date of
1012 the final judgment, the date on which a restitution order has
1013 been ripe for execution, or the date of any appellate decision
1014 thereon, and, at minimum, must contain all of the following
1015 information:
1016 (a) The eligible person's and, if applicable, the
1017 receiver's full names, addresses, and contact information.
1018 (b) The name of the judgment debtor or person ordered to
1019 pay restitution.
1020 (c) If the eligible person is a business entity, the
1021 eligible person's type and place of organization and, as
1022 applicable, a copy, as amended, of its articles of
1023 incorporation, articles of organization, trust agreement, or
1024 partnership agreement.
1025 (d) A copy of any final judgment or and a copy thereof.
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1026 (e) Any restitution order pursuant to s. 517.191(3), and a
1027 copy thereof.
1028 (e)(f) An affidavit from the eligible person stating
1029 either one of the following:
1030 1. That the eligible person has made all reasonable
1031 searches and inquiries to ascertain whether the judgment debtor
1032 or person ordered to pay restitution possesses real or personal
1033 property or other assets subject to being sold or applied in
1034 satisfaction of the final judgment or restitution order and, by
1035 the eligible person's search, that the eligible person has not
1036 discovered any property or assets.
1037 2. That the eligible person has taken necessary action on
1038 the property and assets of the wrongdoers but the final judgment
1039 or restitution order remains unsatisfied.
1040 (f)(g) If the application is filed by the receiver, an
1041 affidavit from the receiver stating the amount of restitution
1042 owed to the eligible person on whose behalf the claim is filed;
1043 the amount of any money, property, or assets paid to the
1044 eligible person on whose behalf the claim is filed by the person
1045 over whom the receiver is appointed; and the amount of any
1046 unsatisfied portion of any eligible person's restitution order
1047 of restitution.
1048 (g)(h) The eligible person's residence or domicile at the
1049 time of the violation of s. 517.07 or s. 517.301 which resulted
1050 in the eligible person's monetary damages.
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1051 (h)(i) The amount of any unsatisfied portion of the
1052 eligible person's final judgment or restitution order.
1053 (i)(j) Whether an appeal or motion to vacate an
1054 arbitration award has been filed.
1055 Section 10. Subsection (3) of section 517.301, Florida
1056 Statutes, is amended to read:
1057 517.301 Fraudulent transactions; falsification or
1058 concealment of facts.—
1059 (3) It is unlawful for a person in issuing or selling a
1060 security within this state, including a security exempted under
1061 s. 517.051 and including a transaction exempted under s.
1062 517.061, s. 517.0611, or s. 517.0612, to misrepresent that such
1063 security or person business entity has been guaranteed,
1064 sponsored, recommended, or approved by the state or an agency or
1065 officer of the state or by the United States or an agency or
1066 officer of the United States.
1067 Section 11. Subsection (1) of section 517.211, Florida
1068 Statutes, is amended to read:
1069 517.211 Private remedies available in cases of unlawful
1070 sale.—
1071 (1) Every sale made in violation of either s. 517.07 or s.
1072 517.12(1), (3), (4), (9), (11), (13), (16), or (18) s.
1073 517.12(1), (3), (4), (8), (10), (12), (15), or (17) may be
1074 rescinded at the election of the purchaser; however, a sale made
1075 in violation of the provisions of s. 517.1202(3) relating to a
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1076 renewal of a branch office notification or in violation of the
1077 provisions of s. 517.12(13) s. 517.12(12) relating to filing a
1078 change of address amendment is not subject to this section. Each
1079 person making the sale and every director, officer, partner, or
1080 agent of or for the seller, if the director, officer, partner,
1081 or agent has personally participated or aided in making the
1082 sale, is jointly and severally liable to the purchaser in an
1083 action for rescission, if the purchaser still owns the security,
1084 or for damages, if the purchaser has sold the security. No
1085 purchaser otherwise entitled will have the benefit of this
1086 subsection who has refused or failed, within 30 days after
1087 receipt, to accept an offer made in writing by the seller, if
1088 the purchaser has not sold the security, to take back the
1089 security in question and to refund the full amount paid by the
1090 purchaser or, if the purchaser has sold the security, to pay the
1091 purchaser an amount equal to the difference between the amount
1092 paid for the security and the amount received by the purchaser
1093 on the sale of the security, together, in either case, with
1094 interest on the full amount paid for the security by the
1095 purchaser at the legal rate, pursuant to s. 55.03, for the
1096 period from the date of payment by the purchaser to the date of
1097 repayment, less the amount of any income received by the
1098 purchaser on the security.
1099 Section 12. Subsection (2) of section 517.315, Florida
1100 Statutes, is amended to read:
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1101 517.315 Fees.—All fees of any nature collected by the
1102 office pursuant to this chapter shall be disbursed as follows:
1103 (2) After the transfer required in subsection (1), the
1104 office shall transfer the $50 assessment fee collected from each
1105 associated person under s. 517.12(10) and (11) s. 517.12(9) and
1106 (10) and 30.44 percent of the $100 assessment fee paid by
1107 dealers and investment advisers for each office in the state
1108 under s. 517.12(10) and (11) s. 517.12(9) and (10) to the
1109 Regulatory Trust Fund.
1110 Section 13. This act shall take effect upon becoming a
1111 law.
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CS/HB 379 by Rep. Barnaby
Securities
AMENDMENT SUMMARY
April 7, 2025
Amendment 1 by Rep. Barnaby (strike-all):
• Aligns the House bill with the Senate bill by:
o Removing nonprofit corporations and foreign nonprofit corporations from the
definition of “corporation;”
o Removing the registration exemption for the offer or sale of securities to a
homestead association;
o Providing that the Financial Services Commission, when waiving the requirement for
certain persons to submit fingerprints, may consider the rules and regulations of the
Securities and Exchange Commission and the Financial Industry Regulatory
Authority, and the model rules and acts of the North American Securities
Administrators Association, Inc.; and
o Allowing a dealer or investment adviser to extend the delay of a transaction for up to
30, rather than 10, additional days if surrounding facts and circumstances support a
reasonable belief that financial exploitation of a specified adult has occurred.
• Moves the definition of “shareholder” to the specific provisions relating to requirements
for certain persons to submit fingerprints.
COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. CS/HB 379 (2025)
Amendment No. 1
COMMITTEE/SUBCOMMITTEE ACTION
ADOPTED (Y/N)
ADOPTED AS AMENDED (Y/N)
ADOPTED W/O OBJECTION (Y/N)
FAILED TO ADOPT (Y/N)
WITHDRAWN (Y/N)
OTHER
1 Committee/Subcommittee hearing bill: Commerce Committee
2 Representative Barnaby offered the following:
3
4 Amendment (with title amendment)
5 Remove everything after the enacting clause and insert:
6 Section 1. Present subsections (6) through (9), (10),
7 (11), (12), (13) through (17), (18), (19), (20) through (25),
8 (26), and (27) of section 517.021, Florida Statutes, are
9 redesignated as subsections (7) through (10), (12), (14), (15),
10 (17) through (21), (25), (26), (28) through (33), (36), and
11 (37), respectively, new subsections (6), (11), (13), (16), (22),
12 (23), (24), (27), (34), and (35) are added to that section, and
13 present subsections (11) and (15) of that section are amended,
14 to read:
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Amendment No. 1
15 517.021 Definitions.—When used in this chapter, unless the
16 context otherwise indicates, the following terms have the
17 following respective meanings:
18 (6) "Branch manager" means a natural person who
19 administers or supervises the affairs or operations of a branch
20 office.
21 (11) "Corporation" has the same meaning as "corporation,"
22 "domestic corporation," or "foreign corporation" in s.
23 607.01401.
24 (13) "Director" means a person appointed or elected to sit
25 on a board that manages the affairs of a corporation or other
26 organization by electing or exercising control over its
27 officers.
28 (14)(11) "Federal covered adviser" means a person that is
29 registered or required to be registered under s. 203 of the
30 Investment Advisers Act of 1940, as amended. The term does not
31 include any person that is excluded from the definition of
32 investment adviser under subparagraphs (20)(b)1.-7. (16)(b)1.-7.
33 and 9.
34 (16) "General partner" has the same meaning as in s.
35 620.1102 and includes a co-owner or manager of a partnership who
36 has unlimited liability for the partnership's debts.
37 (19)(15) "Intermediary" means a natural person that
38 residing in this state or a corporation, trust, partnership,
39 limited liability company, association, or other legal entity
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Amendment No. 1
40 registered with the Secretary of State to do business in this
41 state, which facilitates through its website the offer or sale
42 of securities of an issuer with a principal place of business in
43 this state.
44 (22) "Limited liability company" has the same meaning as
45 in s. 605.0102, including a "foreign limited liability company,"
46 as that term is defined in that section.
47 (23) "Limited liability company manager" or "limited
48 liability managing member" means a person who is responsible
49 alone, or in concert with others, for performing the management
50 functions of a limited liability company.
51 (24) "Limited partner" has the same meaning as in s.
52 620.1102 and includes a co-owner of a partnership who has
53 limited liability for the partnership's debts.
54 (27) "Partnership" means two or more persons who are the
55 co-owners of a business, including those operating as a "foreign
56 limited liability limited partnership," a "foreign limited
57 partnership," a "limited liability limited partnership," or a
58 "limited partnership" as those terms are defined in s. 620.1102.
59 (34) "Trust" has the same meaning as in s. 731.201.
60 Section 2. Subsections (7) and (9), paragraph (f) of
61 subsection (11), and subsections (18), (19), and (20) of section
62 517.061, Florida Statutes, are amended to read:
63 517.061 Exempt transactions.—Except as otherwise provided
64 in subsection (11), the exemptions provided herein from the
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Amendment No. 1
65 registration requirements of s. 517.07 are self-executing and do
66 not require any filing with the office before being claimed. Any
67 person who claims entitlement to an exemption under this section
68 bears the burden of proving such entitlement in any proceeding
69 brought under this chapter. The registration provisions of s.
70 517.07 do not apply to any of the following transactions;
71 however, such transactions are subject to s. 517.301:
72 (7) The offer or sale of securities, solely in connection
73 with the transfer of ownership of an eligible privately held
74 company, through a merger and acquisition broker in accordance
75 with s. 517.12(22) s. 517.12(21).
76 (9) The offer or sale of securities to:
77 (a) A bank, trust company, savings institution, insurance
78 company, dealer, investment company as defined in the Investment
79 Company Act of 1940, 15 U.S.C. s. 80a-3, as amended, pension or
80 profit-sharing trust, or qualified institutional buyer, whether
81 any of such entities is acting in its individual or fiduciary
82 capacity.
83 (b) A savings and loan association, building and loan
84 association, cooperative bank, or credit union, which is
85 supervised and examined by a state or federal authority having
86 supervision over any such institution.
87 (c) A federal covered adviser, investment adviser
88 registered pursuant to the laws of a state, exempt reporting
89 adviser or private fund adviser as those terms are defined in s.
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Amendment No. 1
90 517.12(23)(a)2. and 3., respectively, investment adviser relying
91 on the exemption from registering with the Securities and
92 Exchange Commission under s. 203(l) or (m) of the Investment
93 Advisers Act of 1940, as amended, business development company
94 as defined in s. 2(a)(48) of the Investment Company Act of 1940,
95 as amended, or business development company as defined in s.
96 202(a)(22) of the Investment Advisers Act of 1940, as amended.
97 (d) A small business investment company licensed by the
98 Small Business Administration under s. 301(c) of the Small
99 Business Investment Act of 1958, as amended, or rural business
100 investment company as defined in s. 384A of the Consolidated
101 Farm and Rural Development Act.
102 (e) A plan established and maintained by a state, a
103 political subdivision thereof, or any agency or instrumentality
104 of a state or a political subdivision, for the benefit of its
105 employees, if such plan has total assets in excess of $5
106 million, an employee benefit plan within the meaning of the
107 Employee Retirement Income Security Act of 1974 if the
108 investment decision is made by a plan fiduciary, as described in
109 s. 3(21) of such act, which is a bank, savings and loan
110 association, insurance company, or federal covered adviser, or
111 if the employee benefit plan has total assets in excess of $5
112 million or, if a self-directed plan, with investment decisions
113 made solely by persons that are accredited investors.
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114 (f) An organization described in s. 501(c)(3) of the
115 Internal Revenue Code, corporation, Massachusetts trust or
116 similar business trust, partnership, or limited liability
117 company, not formed for the specific purpose of acquiring the
118 securities offered, with total assets in excess of $5 million.
119 (g) A trust, with total assets in excess of $5 million,
120 not formed for the specific purpose of acquiring the securities
121 offered, whose purchase is directed by a sophisticated person as
122 described in Securities and Exchange Commission Rule
123 506(b)(2)(ii), 17 C.F.R. s. 230.506(b)(2)(ii), as amended.
124 (h) An entity of a type not listed in paragraphs (a)-(g)
125 or paragraph (j) which owns investments as defined in Securities
126 and Exchange Commission Rule 2a51-1(b), 17 C.F.R. s. 270.2a51-
127 1(b), as amended, in excess of $5 million and is not formed for
128 the specific purpose of acquiring the securities offered.
129 (i) A family office as defined in Securities and Exchange
130 Commission Rule 202(a)(11)(G)-1 under the Investment Advisers
131 Act of 1940, 17 C.F.R. s. 275.202(a)(11)(G)-1, as amended,
132 provided that:
133 1. The family office has assets under management in excess
134 of $5 million;
135 2. The family office is not formed for the specific
136 purpose of acquiring the securities offered; and
137 3. The prospective investment of the family office is
138 directed by a person who has knowledge and experience in
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139 financial and business matters that the family office is capable
140 of evaluating the merits and risks of the prospective
141 investment.
142 (j) An entity in which all of the equity owners are
143 described in paragraphs (a)-(i).
144 (11) Offers or sales of securities by an issuer in a
145 transaction that meets all of the following conditions:
146 (f) The issuer files with the office a notice of
147 transaction on a form prescribed by commission rule, an
148 irrevocable written, a consent to service of civil process in
149 accordance with s. 517.101, and a copy of the general
150 announcement within 15 days after the first sale is made in this
151 state. The commission may adopt by rule procedures for filing
152 documents by electronic means.
153 (18) Any nonissuer transaction by a registered dealer, and
154 any resale transaction by a sponsor of a unit investment trust
155 registered under the Investment Company Act of 1940, as amended,
156 in a security of a class that has been outstanding in the hands
157 of the public for at least 90 days; provided that, at the time
158 of the transaction, the following conditions in paragraphs (a),
159 (b), and (c) and either paragraph (d) or paragraph (e) are met:
160 (a) The issuer of the security is actually engaged in
161 business and is not in the organizational stage or in bankruptcy
162 or receivership and is not a blank check, blind pool, or shell
163 company whose primary plan of business is to engage in a merger
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Amendment No. 1
164 or combination of the business with, or an acquisition of, an
165 unidentified person.
166 (b) The security is sold at a price reasonably related to
167 the current market price of the security.
168 (c) The security does not constitute the whole or part of
169 an unsold allotment to, or a subscription or participation by,
170 the dealer as an underwriter of the security.
171 (d) The security is listed in a nationally recognized
172 securities manual designated by rule of the commission or a
173 document filed with and publicly viewable through the Securities
174 and Exchange Commission electronic data gathering and retrieval
175 system and contains:
176 1. A description of the business and operations of the
177 issuer.;
178 2. The names of the issuer's officers and directors, if
179 any, or, in the case of an issuer not domiciled in the United
180 States, the corporate equivalents of such persons in the
181 issuer's country of domicile.;
182 3. An audited balance sheet of the issuer as of a date
183 within 18 months before such transaction or, in the case of a
184 reorganization or merger in which parties to the reorganization
185 or merger had such audited balance sheet, a pro forma balance
186 sheet.; and
187 4. An audited income statement for each of the issuer's
188 immediately preceding 2 fiscal years, or for the period of
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189 existence of the issuer, if in existence for less than 2 years
190 or, in the case of a reorganization or merger in which the
191 parties to the reorganization or merger had such audited income
192 statement, a pro forma income statement.
193 (e)1. The issuer of the security has a class of equity
194 securities listed on a national securities exchange registered
195 under the Securities Exchange Act of 1934, as amended;
196 2. The class of security is quoted, offered, purchased, or
197 sold through an alternative trading system registered under
198 Securities and Exchange Commission Regulation ATS, 17 C.F.R. s.
199 242.301, as amended, and the issuer of the security has made
200 current information publicly available in accordance with
201 Securities and Exchange Commission Rule 15c2-11, 17 C.F.R. s.
202 240.15c2-11, as amended;
203 3. The issuer of the security is a unit investment trust
204 registered under the Investment Company Act of 1940, as amended;
205 4. The issuer of the security has been engaged in
206 continuous business, including predecessors, for at least 3
207 years; or
208 5. The issuer of the security has total assets of at least
209 $2 million based on an audited balance sheet as of a date within
210 18 months before such transaction or, in the case of a
211 reorganization or merger in which parties to the reorganization
212 or merger had such audited balance sheet, a pro forma balance
213 sheet.
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214 (19) The offer or sale of any security effected by or
215 through a person in compliance with s. 517.12(17) s. 517.12(16).
216 (20)(a) A nonissuer transaction in an outstanding security
217 by or through a dealer registered or exempt from registration
218 under this chapter, if, at the time of the transaction, all of
219 the following conditions are met true:
220 1.(a) The issuer is a reporting issuer in a foreign
221 jurisdiction designated by this subsection or by commission
222 rule, and the issuer has been subject to continuous reporting
223 requirements in such foreign jurisdiction for not less than 180
224 days before the transaction.
225 2.(b) The security is listed on a foreign securities
226 exchange or foreign securities market the securities exchange
227 designated by this subsection or by commission rule, is a
228 security of the same issuer which is of senior or substantially
229 equal rank to the listed security, or is a warrant or right to
230 purchase or subscribe to any such security.
231 (b) The commission shall consider all of the following in
232 designating a foreign securities exchange or foreign securities
233 market for purposes of this subsection:
234 1. Organization under foreign law.
235 2. Association with a community of dealers, financial
236 institutions, or other professional intermediaries with an
237 established operating history.
238 3. Oversight by a governmental or self-regulatory body.
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239 4. Oversight standards set by general law.
240 5. Reporting of securities transactions on a regular basis
241 to a governmental or self-regulatory body.
242 6. A system for exchange of price quotations through
243 common communications media.
244 7. An organized clearance and settlement system.
245 8. Listing in Securities and Exchange Commission
246 Regulation S Rule 902, 17 C.F.R. s. 230.902, as amended.
247
248 For purposes of this subsection, Canada, together with its
249 provinces and territories, is designated as a foreign
250 jurisdiction, and Toronto Stock Exchange, Inc., is designated as
251 a securities exchange. If, after an administrative hearing in
252 compliance with ss. 120.569 and 120.57, the office finds that
253 revocation is necessary or appropriate in furtherance of the
254 public interest and for the protection of investors, it may
255 revoke the designation of a foreign securities exchange or
256 foreign securities market under this subsection.
257 Section 3. Subsection (10) of section 517.0612, Florida
258 Statutes, is amended to read:
259 517.0612 Florida Invest Local Exemption.—
260 (10) The issuer must file with the office a notice of
261 transaction on a form prescribed by commission rule, an
262 irrevocable written consent to service of civil process in
263 accordance with s. 517.101, and a copy of the disclosure
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Amendment No. 1
264 statement described in subsection (8) at least the offering with
265 the office, in writing or in electronic form, in a format
266 prescribed by commission rule, no less than 5 business days
267 before the offering commences, along with the disclosure
268 statement described in subsection (8). If there are any material
269 changes to the information previously submitted, the issuer
270 must, within 3 business days after such material change, file an
271 amended notice.
272 Section 4. Paragraph (b) of subsection (2) of section
273 517.0614, Florida Statutes, is amended to read:
274 517.0614 Integration of offerings.—
275 (2) The integration analysis required by subsection (1) is
276 not required if any of the following nonexclusive safe harbors
277 apply:
278 (b) Offers and sales made in compliance with any of the
279 following provisions are not subject to integration with other
280 offerings:
281 1. Section 517.051 or s. 517.061, except s. 517.061(10) or
282 (11) s. 517.061(9), (10), or (11).
283 2. Section 517.0611 or s. 517.0612.
284 Section 5. Section 517.0616, Florida Statutes, is amended
285 to read:
286 517.0616 Disqualification.—
287 (1) A registration exemption under s. 517.061(11) s.
288 517.061(9), (10), and (11), s. 517.0611, or s. 517.0612 is not
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Amendment No. 1
289 available to an issuer if, at the time the issuer makes an offer
290 for the sale of a security, the issuer; a predecessor of the
291 issuer; an affiliated issuer; a director, executive officer, or
292 other officer of the issuer participating in the offering; a
293 general partner or managing member of the issuer; a beneficial
294 owner of 20 percent or more of the issuer's outstanding voting
295 equity securities, calculated on the basis of voting power; or a
296 promoter connected with the issuer in any capacity at the time
297 of such sale that would be disqualified under Securities and
298 Exchange Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as
299 amended, at the time the issuer makes an offer for the sale of a
300 security.
301 (2) The disqualification under Securities and Exchange
302 Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as amended,
303 does not apply to any other person or entity listed in such
304 rule.
305 Section 6. Subsection (2) of section 517.075, Florida
306 Statutes, is amended to read:
307 517.075 Cuba, prospectus disclosure of doing business
308 with, required.—
309 (2) Any disclosure required by subsection (1) must
310 include:
311 (a) The name of such person, affiliate, or government with
312 which the issuer does business and the nature of that business.;
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313 (b) A statement that the information is accurate as of the
314 date the securities were effective with the United States
315 Securities and Exchange Commission or with the office, whichever
316 date is later.; and
317 (c) A statement that current information concerning the
318 issuer's business dealings with the government of Cuba or with
319 any person or affiliate located in Cuba may be obtained from the
320 office, which statement must include the address and phone
321 number of the office.
322 Section 7. Subsection (5) and paragraph (a) of subsection
323 (9) of section 517.081, Florida Statutes, are amended to read:
324 517.081 Registration procedure.—
325 (5) All of The following issuers are not eligible to
326 submit a simplified offering circular:
327 (a) An issuer that is subject to any of the
328 disqualifications described in Securities and Exchange
329 Commission Rule 262, 17 C.F.R. s. 230.262, as amended, or that
330 has been or is engaged or is about to engage in an activity that
331 would be grounds for denial, revocation, or suspension under s.
332 517.111. For purposes of this paragraph, an issuer includes an
333 issuer's director, officer, general partner, manager or managing
334 member, trustee, or a person owning at least 10 percent of the
335 ownership interests of the issuer; a promoter or selling agent
336 of the securities to be offered; or any officer, director,
337 partner, or manager or managing member of such selling agent.
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338 (b) An issuer that is a development-stage company that
339 either has no specific business plan or purpose or has indicated
340 that its business plan is to merge with an unidentified business
341 entity or entities.
342 (c) An issuer of offerings in which the specific business
343 or properties cannot be described.
344 (d) An issuer that the office determines is ineligible
345 because the simplified circular does not provide full and fair
346 disclosure of material information for the type of offering to
347 be registered by the issuer.
348 (9)(a) The office shall record the registration of a
349 security in the register of securities if, upon examination of
350 an application, it finds that all of the following requirements
351 are met:
352 1. The application is complete.
353 2. The fee imposed in subsection (8) has been paid.
354 3. The sale of the security would not be fraudulent and
355 would not work or tend to work a fraud upon the purchaser.
356 4. The terms of the sale of such securities would be fair,
357 just, and equitable.
358 5. The enterprise or business of the issuer is not based
359 upon unsound business principles.
360 Section 8. Present subsections (7) through (22) of section
361 517.12, Florida Statutes, are redesignated as subsections (8)
362 through (23), respectively, a new subsection (7) is added to
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Amendment No. 1
363 that section, and subsection (6), present subsection (10),
364 paragraph (b) of present subsection (14), and present
365 subsections (19), (20), and (21) of that section are amended, to
366 read:
367 517.12 Registration of dealers, associated persons,
368 intermediaries, and investment advisers.—
369 (6) The application must also contain such information as
370 the commission or office may require about the applicant; any
371 member, principal, or director of the applicant or any person
372 having a similar status or performing similar functions; any
373 person directly or indirectly controlling the applicant; or any
374 employee of a dealer or of an investment adviser rendering
375 investment advisory services. Each applicant and any direct
376 owners, principals, or indirect owners that are required to be
377 reported on Form BD or Form ADV pursuant to subsection (14)
378 shall submit fingerprints for live-scan processing in accordance
379 with rules adopted by the commission. The fingerprints may be
380 submitted through a third-party vendor authorized by the
381 Department of Law Enforcement to provide live-scan
382 fingerprinting. The costs of fingerprint processing shall be
383 borne by the person subject to the background check. The
384 Department of Law Enforcement shall conduct a state criminal
385 history background check, and a federal criminal history
386 background check must be conducted through the Federal Bureau of
387 Investigation. The office shall review the results of the state
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388 and federal criminal history background checks and determine
389 whether the applicant meets licensure requirements. The
390 commission may waive, by rule, the requirement that applicants,
391 including any direct owners, principals, or indirect owners that
392 are required to be reported on Form BD or Form ADV pursuant to
393 subsection (14), submit fingerprints or the requirement that
394 such fingerprints be processed by the Department of Law
395 Enforcement or the Federal Bureau of Investigation. The
396 commission or office may require information about any such
397 applicant or person concerning such matters as:
398 (a) The applicant's or person's full name, and any other
399 names by which the applicant or person may have been known, and
400 the applicant's or person's age, social security number,
401 photograph, qualifications, and educational and business
402 history.
403 (b) Any injunction or administrative order by a state or
404 federal agency, national securities exchange, or national
405 securities association involving a security or any aspect of a
406 dealer's or investment adviser's regulated business and any
407 injunction or administrative order by a state or federal agency
408 regulating banking, insurance, finance, or small loan companies,
409 real estate, mortgage brokers, or other related or similar
410 industries, which injunctions or administrative orders relate to
411 such person.
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412 (c) The applicant's or person's conviction of, or plea of
413 nolo contendere to, a criminal offense or the applicant's or
414 person's commission of any acts which would be grounds for
415 refusal of an application under s. 517.161.
416 (d) The names and addresses of other persons of whom the
417 office may inquire as to the applicant's or person's character,
418 reputation, and financial responsibility.
419 (7)(a)1. The following natural persons shall submit a full
420 set of fingerprints to the Department of Law Enforcement or to a
421 vendor, entity, or agency authorized under s. 943.053(13) for
422 live-scan processing in accordance with rules adopted by the
423 commission:
424 a. A natural person who files an application with the
425 office for registration as an associated person.
426 b. A natural person who holds the title of president,
427 treasurer, chief executive officer, chief financial officer,
428 chief operations officer, chief legal officer, chief compliance
429 officer, or director for a dealer or investment adviser
430 applicant.
431 c. A natural person who owns at least 5 percent of a
432 dealer or investment adviser applicant.
433 d. With respect to each owner who owns at least 5 percent
434 of a dealer or investment adviser applicant which is a
435 corporation, partnership, trust, or limited liability company,
436 each natural person who is a 25 percent or more owner or trustee
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437 of such entity, and each natural person who is a 25 percent or
438 more owner or trustee at each level up the chain of ownership up
439 to, but not including, an entity subject to s. 12 or s. 15(d) of
440 the Securities Exchange Act of 1934, as amended.
441 2. For purposes of this subsection, the term "owner"
442 means:
443 a. A shareholder who owns a percentage of a class of
444 voting securities of a dealer or an investment adviser
445 applicant, and includes any person who owns, beneficially owns,
446 has the right to vote on, or has the power to sell or direct the
447 sale of, the percentage of a class of a voting security of the
448 dealer or investment adviser applicant specified in sub-
449 subparagraph 1.c. or 1.d. For purposes of this sub-subparagraph,
450 a person beneficially owns any securities:
451 (I) That are owned by the shareholder's child, stepchild,
452 grandchild, parent, stepparent, grandparent, spouse, sibling,
453 mother-in-law, father-in-law, son-in-law, daughter-in-law,
454 brother-in-law, or sister-in-law, sharing the same residence; or
455 (II) That the shareholder has the right to acquire, within
456 60 days, through the exercise of any option, warrant, or right
457 to purchase the securities.
458 b. A general partner of a partnership, and a limited
459 partner of a partnership who has the right to receive upon
460 dissolution, or has contributed, a percentage of the capital of
461 a dealer or investment adviser applicant.
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462 c. A trustee of a trust that owns a percentage of a class
463 of a voting security of a dealer or investment adviser
464 applicant, or that has the right to receive upon dissolution, or
465 has contributed, a percentage of the capital of a dealer or
466 investment adviser applicant.
467 d. A member of a limited liability company who has the
468 right to receive upon dissolution, or has contributed, a
469 percentage of the capital of a dealer or investment adviser
470 applicant, and all limited liability company managers of a
471 dealer or investment adviser applicant.
472 3. For purposes of this subsection, the term "shareholder"
473 means a person who owns at least one share of a corporation and
474 whose ownership is reflected in the records of the corporation.
475 (b) A vendor, entity, or agency authorized under s.
476 943.053(13) to submit fingerprints electronically to the
477 Department of Law Enforcement shall submit the fingerprints to
478 the department for state processing, and the department shall
479 forward the fingerprints to the Federal Bureau of Investigation
480 for national processing.
481 (c) Fees for state and federal fingerprint processing
482 shall be borne by the person subject to the criminal history
483 record check. The state cost for fingerprint processing shall be
484 as provided in s. 943.053(3)(e).
485 (d) The office shall review the results of the state and
486 federal criminal history record checks and determine whether the
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487 applicant is disqualified from registration. The commission may
488 waive by rule the requirement that the persons listed in this
489 subsection submit fingerprints or the requirement that such
490 fingerprints be processed by the Department of Law Enforcement
491 or the Federal Bureau of Investigation. In waiving the
492 requirement, the commission may consider the rules and
493 regulations of the Securities and Exchange Commission, the model
494 rules and acts of the North American Securities Administrators
495 Association, Inc., and the rules and regulations of the
496 Financial Industry Regulatory Authority.
497 (11)(a)(10)(a) If the office finds that the applicant has
498 complied with the applicable registration provisions of this
499 chapter and the rules made pursuant hereto, it shall register
500 the applicant unless the applicant is otherwise disqualified for
501 registration pursuant to law. The registration of each dealer,
502 investment adviser, and associated person expires on December 31
503 of the year the registration became effective unless the
504 registrant has renewed its registration on or before that date.
505 Registration may be renewed by furnishing such information as
506 the commission may require, together with payment of the fee
507 required in paragraph (10)(a) (9)(a) for dealers, investment
508 advisers, or associated persons and the payment of any amount
509 lawfully due and owing to the office pursuant to any order of
510 the office or pursuant to any agreement with the office. Any
511 dealer, investment adviser, or associated person who has not
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512 renewed a registration by the time the current registration
513 expires may request reinstatement of such registration by filing
514 with the office, on or before January 31 of the year following
515 the year of expiration, such information as may be required by
516 the commission, together with payment of the fee required in
517 paragraph (10)(a) (9)(a) for dealers, investment advisers, or
518 associated persons and a late fee equal to the amount of such
519 fee. Any reinstatement of registration granted by the office
520 during the month of January shall be deemed effective
521 retroactive to January 1 of that year.
522 (b) The office shall waive the $50 assessment fee for an
523 associated person required by paragraph (10)(a) (9)(a) for a
524 registrant renewing his or her registration who:
525 1. Is an active duty member of the United States Armed
526 Forces or the spouse of such member;
527 2. Is or was a member of the United States Armed Forces
528 and served on active duty within the 2 years preceding the
529 expiration date of the registration pursuant to paragraph (a).
530 To qualify for the fee waiver, a registrant who is a former
531 member of the United States Armed Forces who served on active
532 duty within the 2 years preceding the expiration date of the
533 registration must have received an honorable discharge upon
534 separation or discharge from the United States Armed Forces; or
535 3. Is the surviving spouse of a member of the United
536 States Armed Forces if the member was serving on active duty at
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537 the time of death and died within the 2 years preceding the
538 surviving spouse's registration expiration date pursuant to
539 paragraph (a).
540
541 A registrant seeking such fee waiver must submit proof, in a
542 form prescribed by commission rule, that the registrant meets
543 one of the qualifications in this paragraph.
544 (15)(14)
545 (b) In lieu of filing with the office the applications
546 specified in subsection (5), the fees required by subsection
547 (10) (9), the renewals required by subsection (11) (10), and the
548 termination notices required by subsection (12) (11), the
549 commission may by rule establish procedures for the deposit of
550 such fees and documents with the Central Registration Depository
551 or the Investment Adviser Registration Depository of the
552 Financial Industry Regulatory Authority, as developed under
553 contract with the North American Securities Administrators
554 Association, Inc.
555 (20)(19) An intermediary may not engage in business in
556 this state unless the intermediary is registered as a dealer or
557 as an intermediary with the office pursuant to this section to
558 facilitate the offer or sale of securities in accordance with s.
559 517.0611. An intermediary, in order to obtain registration, must
560 file with the office a written application on a form prescribed
561 by commission rule and pay a registration fee of $200. The fees
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562 under this subsection shall be deposited into the Regulatory
563 Trust Fund of the office. The commission may establish by rule
564 procedures for depositing fees and filing documents by
565 electronic means if such procedures provide the office with the
566 information and data required by this section. Each intermediary
567 must also file an irrevocable written consent to service of
568 civil process, as provided in s. 517.101.
569 (a) The application must contain such information as the
570 commission or office may require concerning:
571 1. The name of the applicant and address of its principal
572 office and each office in this state.
573 2. The applicant's form and place of organization; and, if
574 the applicant is:
575 a. A corporation, a copy of its articles of incorporation
576 and amendments to the articles of incorporation;
577 b. A limited liability company, a copy of its articles of
578 organization and amendments to the articles and a copy of the
579 company's operating agreement as may be amended; or
580 c. A partnership, a copy of the partnership agreement.
581 3. The website address where securities of the issuer will
582 be offered.
583 4. Contact information.
584 (b) The application must also contain such information as
585 the commission may require by rule about the applicant; any
586 member, principal, or director of the applicant or any person
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Amendment No. 1
587 having a similar status or performing similar functions; or any
588 persons directly or indirectly controlling the applicant. Each
589 applicant and any direct owners, principals, or indirect owners
590 that are required to be reported on a form adopted by commission
591 rule shall submit fingerprints for live-scan processing in
592 accordance with rules adopted by the commission. The
593 fingerprints may be submitted through a third-party vendor
594 authorized by the Department of Law Enforcement to provide live-
595 scan fingerprinting. The costs of fingerprint processing shall
596 be borne by the person subject to the background check. The
597 Department of Law Enforcement shall conduct a state criminal
598 history background check, and a federal criminal history
599 background check must be conducted through the Federal Bureau of
600 Investigation. The office shall review the results of the state
601 and federal criminal history background checks and determine
602 whether the applicant meets registration requirements. The
603 commission may waive, by rule, the requirement that applicants,
604 including any direct owners, principals, or indirect owners,
605 which are required to be reported on a form adopted by
606 commission rule, submit fingerprints or the requirement that
607 such fingerprints be processed by the Department of Law
608 Enforcement or the Federal Bureau of Investigation. The
609 commission, by rule, or the office may require information about
610 any applicant or person, including:
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611 1. The applicant's or person's full name and any other
612 names by which the applicant or person may have been known and
613 the applicant's or person's age, social security number,
614 photograph, qualifications, and educational and business
615 history.
616 2. Any injunction or administrative order by a state or
617 federal agency, national securities exchange, or national
618 securities association involving a security or any aspect of an
619 intermediary's regulated business and any injunction or
620 administrative order by a state or federal agency regulating
621 banking, insurance, finance, real estate, mortgage brokers, or
622 other related or similar industries, which relate to such
623 person.
624 3. The applicant's or person's conviction of, or plea of
625 nolo contendere to, a criminal offense or the applicant's or
626 person's commission of any acts that would be grounds for
627 refusal of an application under s. 517.161.
628 (c)1. The following natural persons must submit a full set
629 of fingerprints to the Department of Law Enforcement or to a
630 vendor, entity, or agency authorized under s. 943.053(13) for
631 live-scan processing in accordance with rules adopted by the
632 commission:
633 a. A natural person filing an application with the office
634 for registration as an intermediary.
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635 b. A natural person who holds the title of president,
636 treasurer, chief executive officer, chief financial officer,
637 chief operations officer, chief legal officer, chief compliance
638 officer, or director for an intermediary applicant.
639 c. A natural person who is a 5 percent or more owner of an
640 intermediary applicant.
641 d. With respect to each 5 percent or more owner of an
642 intermediary applicant that is a corporation, partnership,
643 trust, or limited liability company, each natural person who is
644 a 25 percent or more owner or trustee of such entity, and each
645 natural person who is a 25 percent or more owner or trustee at
646 each level up the chain of ownership up to, but not including an
647 entity subject to s. 12 or s. 15(d) of the Securities Exchange
648 Act of 1934, as amended.
649 2. For purposes of this subsection, the term "owner"
650 means:
651 a. A shareholder who owns a percentage of a class of
652 voting securities of an intermediary applicant, and includes any
653 person who owns, beneficially owns, has the right to vote on, or
654 has the power to sell or direct the sale of, the percentage of a
655 class of a voting security of the intermediary applicant
656 specified in sub-subparagraph 1.c. or 1.d. For purposes of this
657 sub-subparagraph, a person beneficially owns any securities:
658 (I) That are owned by the shareholder's child, stepchild,
659 grandchild, parent, stepparent, grandparent, spouse, sibling,
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660 mother-in-law, father-in-law, son-in-law, daughter-in-law,
661 brother-in-law, or sister-in-law, sharing the same residence; or
662 (II) That the shareholder has the right to acquire, within
663 60 days, through the exercise of any option, warrant, or right
664 to purchase the securities.
665 b. A general partner of a partnership, and a limited
666 partner of a partnership who has the right to receive upon
667 dissolution, or has contributed, a percentage of the capital of
668 an intermediary applicant.
669 c. A trustee of a trust that owns a percentage of a class
670 of a voting security of an intermediary applicant, or that has
671 the right to receive upon dissolution, or has contributed, a
672 percentage of the capital of an intermediary applicant.
673 d. A member of a limited liability company who has the
674 right to receive upon dissolution, or has contributed, a
675 percentage of the capital of an intermediary applicant, and, all
676 limited liability company managers of an intermediary applicant.
677 3. For purposes of this subsection, the term "shareholder"
678 means a person who owns at least one share of a corporation and
679 whose ownership is reflected in the records of the corporation.
680 (d) The vendor, entity, or agency authorized under s.
681 943.053(13) to submit fingerprints electronically to the
682 Department of Law Enforcement shall submit the fingerprints to
683 the department for state processing, and the department shall
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Amendment No. 1
684 forward the fingerprints to the Federal Bureau of Investigation
685 for national processing.
686 (e) Fees for state and federal fingerprint processing must
687 be borne by the person subject to the criminal history record
688 check. The state cost for fingerprint processing is as provided
689 in s. 943.053(3)(e).
690 (f) The office shall review the results of the state and
691 federal criminal history record checks and determine whether the
692 applicant is disqualified from registration. The commission may
693 waive by rule the requirement that applicants, including any
694 persons listed in sub-subparagraphs (c)1.a.-d., submit
695 fingerprints or the requirement that such fingerprints be
696 processed by the Department of Law Enforcement or the Federal
697 Bureau of Investigation. In waiving the requirement, the
698 commission may consider the rules and regulations of the
699 Securities and Exchange Commission, the model rules and acts of
700 the North American Securities Administrators Association, Inc.,
701 and the rules and regulations of the Financial Industry
702 Regulatory Authority.
703 (g)(c) The application must be amended within 30 days if
704 any information contained in the form becomes inaccurate for any
705 reason.
706 (h)(d) An intermediary or persons affiliated with the
707 intermediary are not subject to any disqualification described
708 in s. 517.1611 or Securities and Exchange Commission Rule
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Amendment No. 1
709 506(d), 17 C.F.R. 230.506(d), adopted pursuant to the Securities
710 Act of 1933, as amended. Each director, officer, manager or
711 managing member, control person of the issuer, any person
712 occupying a similar status or performing a similar function, and
713 each person holding more than 20 percent of the ownership
714 interests of the intermediary is subject to this requirement.
715 (i)(e) If the office finds that the applicant has complied
716 with the applicable registration provisions of this chapter and
717 the rules adopted thereunder, it shall register the applicant.
718 The registration of each intermediary expires on December 31 of
719 the year the registration became effective unless the registrant
720 renews his or her registration on or before that date.
721 Registration may be renewed by furnishing such information as
722 the commission may require by rule, together with payment of a
723 $200 fee and the payment of any amount due to the office
724 pursuant to any order of the office or pursuant to any agreement
725 with the office. An intermediary who has not renewed a
726 registration by the time that the current registration expires
727 may request reinstatement of such registration by filing with
728 the office, on or before January 31 of the year following the
729 year of expiration, such information as required by the
730 commission, together with payment of the $200 fee and a late fee
731 of $200. Any reinstatement of registration granted by the office
732 during the month of January is deemed effective retroactive to
733 January 1 of that year.
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Amendment No. 1
734 (21)(20) The registration requirements of this section do
735 not apply to any general lines insurance agent or life insurance
736 agent licensed under chapter 626, with regard to the sale of a
737 security as defined in s. 517.021(30)(g) s. 517.021(25)(g), if
738 the individual is directly authorized by the issuer to offer or
739 sell the security on behalf of the issuer and the issuer is a
740 federally chartered savings bank subject to regulation by the
741 Federal Deposit Insurance Corporation. Actions under this
742 subsection constitute activity under the insurance agent's
743 license for purposes of ss. 626.611 and 626.621.
744 (22)(a)(21)(a) As used in this subsection, the term:
745 1. "Broker" has the same meaning as "dealer" as defined in
746 s. 517.021.
747 2. "Business combination related shell company" means a
748 shell company that is formed by an entity that is not a shell
749 company solely for the purpose of:
750 a. Changing the corporate domicile of the entity solely
751 within the United States; or
752 b. Completing a business combination transaction, as
753 defined in 17 C.F.R. s. 230.165(f), among one or more entities
754 other than the company itself, none of which is a shell company.
755 3.2. "Control person" means a person an individual or
756 entity that possesses the power, directly or indirectly, to
757 direct the management or policies of a company through ownership
758 of securities, by contract, or otherwise. A person is presumed
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Amendment No. 1
759 to be a control person of a company if, upon completion of a
760 transaction, the buyer or group of buyers with respect to a
761 particular company, the person:
762 a. Is a director, a general partner, a member, or a
763 manager of a limited liability company, or is an officer who
764 exercises executive responsibility or has a similar status or
765 function;
766 a.b. Has the power to vote 25 20 percent or more of a
767 class of voting securities or has the power to sell or direct
768 the sale of 25 20 percent or more of a class of voting
769 securities; or
770 b.c. In the case of a partnership or limited liability
771 company, may receive upon dissolution, or has contributed, 25 20
772 percent or more of the capital.
773 4.3. "Eligible privately held company" means a privately
774 held company that meets all of the following conditions:
775 a. The company does not have any class of securities which
776 is registered, or which is required to be registered, with the
777 United States Securities and Exchange Commission under the
778 Securities Exchange Act of 1934, 15 U.S.C. ss. 78a et seq., as
779 amended, or with the office under s. 517.07, or for which the
780 company files, or is required to file, summary and periodic
781 information, documents, and reports under s. 15(d) of the
782 Securities Exchange Act of 1934, 15 U.S.C. s. 78o(d), as
783 amended.
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Amendment No. 1
784 b. In the fiscal year immediately preceding the fiscal
785 year during which the merger and acquisition broker begins to
786 provide services for the securities transaction, the company, in
787 accordance with its historical financial accounting records, has
788 earnings before interest, taxes, depreciation, and amortization
789 of less than $25 million or has gross revenues of less than $250
790 million. On July 1, 2021, and every 5 years thereafter, each
791 dollar amount in this sub-subparagraph shall be adjusted by
792 dividing the annual value of the Employment Cost Index for wages
793 and salaries for private industry workers, or any successor
794 index, as published by the Bureau of Labor Statistics, for the
795 calendar year preceding the calendar year in which the
796 adjustment is being made, by the annual value of such index or
797 successor index for the calendar year ending December 31, 2020
798 2012, and multiplying such dollar amount by the quotient
799 obtained. Each dollar amount determined under this sub-
800 subparagraph must shall be rounded to the nearest multiple of
801 $100,000 and adopted by commission rule.
802 5.4. "Merger and acquisition broker" means a any broker
803 and any person associated with a broker engaged in the business
804 of effecting securities transactions solely in connection with
805 the transfer of ownership of an eligible privately held company,
806 regardless of whether the that broker acts on behalf of a seller
807 or buyer, through the purchase, sale, exchange, issuance,
808 repurchase, or redemption of, or a business combination
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Amendment No. 1
809 involving, securities or assets of the eligible privately held
810 company.
811 6.5. "Public Shell company" means a company that at the
812 time of a transaction with an eligible privately held company:
813 a. Has any class of securities which is registered, or
814 which is required to be registered, with the United States
815 Securities and Exchange Commission under the Securities Exchange
816 Act of 1934, 15 U.S.C. ss. 78a et seq., or with the office under
817 s. 517.07, or for which the company files, or is required to
818 file, summary and periodic information, documents, and reports
819 under s. 15(d) of the Securities Exchange Act of 1934, 15 U.S.C.
820 s. 78o(d);
821 a.b. Has nominal or no operations.; and
822 b.c. Has nominal assets or no assets, assets consisting
823 solely of cash and cash equivalents, or assets consisting of any
824 amount of cash and cash equivalents and nominal other assets.
825 (b) Prior to the completion of any securities transaction
826 described in s. 517.061(7), a merger and acquisition broker must
827 receive written assurances from the control person with the
828 largest percentage of ownership for both the buyer and seller
829 engaged in the transaction that:
830 1. After the transaction is completed, any person who
831 acquires securities or assets of the eligible privately held
832 company, acting alone or in concert, will be a control person of
833 the eligible privately held company or will be a control person
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Amendment No. 1
834 for the business conducted with the assets of the eligible
835 privately held company.; and
836 2. After the transaction is completed, any person who
837 acquires securities or assets of the eligible privately held
838 company, acting alone or in concert, will be deemed to be active
839 in the management of the eligible privately held company or the
840 business conducted with the assets of the eligible privately
841 held company, and active in the management of the assets of the
842 eligible privately held company, if he or she engages in any of
843 the following acts or activities:
844 a. Electing executive officers.
845 b. Approving the annual budget.
846 c. Serving as an executive or other executive manager.
847 d. Carrying out such other activities as the commission
848 may by rule determine to be in the public interest.
849 3.2. If any person is offered securities in exchange for
850 securities or assets of the eligible privately held company,
851 such person will, before becoming legally bound to complete the
852 transaction, receive or be given reasonable access to the most
853 recent year-end financial statements of the issuer of the
854 securities offered in exchange. The most recent year-end
855 financial statements shall be customarily prepared by the
856 issuer's management in the normal course of operations. If the
857 financial statements of the issuer are audited, reviewed, or
858 compiled, the most recent year-end financial statements must
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Amendment No. 1
859 include any related statement by the independent certified
860 public accountant; a balance sheet dated not more than 120 days
861 before the date of the exchange offer; and information
862 pertaining to the management, business, results of operations
863 for the period covered by the foregoing financial statements,
864 and material loss contingencies of the issuer.
865 (c) A merger and acquisition broker engaged in a
866 transaction exempt under s. 517.061(7) is exempt from
867 registration under this section unless the merger and
868 acquisition broker:
869 1. Directly or indirectly, in connection with the transfer
870 of ownership of an eligible privately held company, receives,
871 holds, transmits, or has custody of the funds or securities to
872 be exchanged by the parties to the transaction;
873 2. Engages on behalf of an issuer in a public offering of
874 any class of securities which is registered, or which is
875 required to be registered, with the United States Securities and
876 Exchange Commission under the Securities Exchange Act of 1934,
877 15 U.S.C. ss. 78a et seq., as amended, or with the office under
878 s. 517.07; or for which the issuer files, or is required to
879 file, periodic information, documents, and reports under s.
880 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. s.
881 78o(d), as amended;
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Amendment No. 1
882 3. Engages on behalf of any party in a transaction
883 involving a public shell company, other than a business
884 combination related shell company;
885 4. Directly, or indirectly through any of its affiliates,
886 provides financing related to the transfer of ownership of an
887 eligible privately held company;
888 5. Assists any party to obtain financing from an
889 unaffiliated third party without:
890 a. Complying with all other applicable laws in connection
891 with such assistance, including, if applicable, Regulation T
892 under 12 C.F.R. ss. 220 et seq., as amended; and
893 b. Disclosing any compensation in writing to the party;
894 6. Represents both the buyer and the seller in the same
895 transaction without providing clear written disclosure as to the
896 parties the broker represents and obtaining written consent from
897 both parties to the joint representation;
898 7. Facilitates a transaction with a group of buyers formed
899 with the assistance of the merger and acquisition broker to
900 acquire the eligible privately held company;
901 8. Engages in a transaction involving the transfer of
902 ownership of an eligible privately held company to a passive
903 buyer or group of passive buyers;
904 9. Binds a party to a transfer of ownership of an eligible
905 privately held company; or
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906 10. Is subject to, or an officer, director, member,
907 manager, partner, or employee of the broker is subject to, the
908 following disciplinary actions:
909 a. Has been barred from association with a broker or
910 dealer by the Securities and Exchange Commission, any state, or
911 any self-regulatory organization; or
912 b. Is suspended from association with a broker or dealer.
913 4. Is subject to a suspension or revocation of
914 registration under s. 15(b)(4) of the Securities Exchange Act of
915 1934, 15 U.S.C. s. 78o(b)(4);
916 5. Is subject to a statutory disqualification described in
917 s. 3(a)(39) of the Securities Exchange Act of 1934, 15 U.S.C. s.
918 78c(a)(39);
919 6. Is subject to a disqualification under the United
920 States Securities and Exchange Commission Rule 506(d), 17 C.F.R.
921 s. 230.506(d); or
922 7. Is subject to a final order described in s. 15(b)(4)(H)
923 of the Securities Exchange Act of 1934, 15 U.S.C. s.
924 78o(b)(4)(H).
925 Section 9. Subsection (1), paragraph (a) of subsection
926 (2), and subsections (3) and (5) of section 517.131, Florida
927 Statutes, are amended to read:
928 517.131 Securities Guaranty Fund.—
929 (1) As used in this section, the term:
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COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. CS/HB 379 (2025)
Amendment No. 1
930 (a) "Final judgment" includes an arbitration award
931 confirmed by a court of competent jurisdiction.
932 (b) "Restitution order" means a court order awarding a
933 specified monetary amount to a named aggrieved person for a
934 violation of s. 517.07 or s. 517.301 to be paid by a named
935 violator.
936 (2)(a) The Chief Financial Officer shall establish a
937 Securities Guaranty Fund to provide monetary relief to victims
938 of securities violations under this chapter who are entitled to
939 monetary damages or restitution and cannot recover the full
940 amount of such monetary damages or restitution from the
941 wrongdoer. An amount not exceeding 20 percent of all revenues
942 received as assessment fees pursuant to s. 517.12(10) and (11)
943 s. 517.12(9) and (10) for dealers and investment advisers or s.
944 517.1201 for federal covered advisers and an amount not
945 exceeding 10 percent of all revenues received as assessment fees
946 pursuant to s. 517.12(10) and (11) s. 517.12(9) and (10) for
947 associated persons must be part of the regular registration
948 license fee and must be transferred to or deposited in the
949 Securities Guaranty Fund.
950 (3) A person is eligible for payment from the Securities
951 Guaranty Fund if the person:
952 (a)1. Is a judgment creditor in Holds an unsatisfied final
953 judgment or a named beneficiary or victim in an unsatisfied
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COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. CS/HB 379 (2025)
Amendment No. 1
954 restitution order entered on or after October 1, 2024, in which
955 a wrongdoer was found to have violated s. 517.07 or s. 517.301;
956 2. Has applied any amount recovered from the judgment
957 debtor, a person ordered to pay restitution, or any other source
958 to the damages awarded in a final judgment or restitution order
959 by the court or arbitrator; and
960 3. Is a natural person who was a resident of this state,
961 or is a business entity that was domiciled in this state, at the
962 time of the violation of s. 517.07 or s. 517.301; or
963 (b) Is a receiver appointed pursuant to s. 517.191(2) by a
964 court of competent jurisdiction for a wrongdoer ordered to pay
965 restitution under s. 517.191(3) as a result of a violation of s.
966 517.07 or s. 517.301 which has requested payment from the
967 Securities Guaranty Fund on behalf of a person eligible for
968 payment under paragraph (a).
969
970 If a person holds an unsatisfied final judgment or restitution
971 order entered before October 1, 2024, in which a wrongdoer was
972 found to have violated s. 517.07 or s. 517.301, such person's
973 claim for payment from the Securities Guaranty Fund shall be
974 governed by the terms of this section and s. 517.141 which were
975 effective on the date of such final judgment or restitution
976 order.
977 (5) An eligible person, or a receiver on behalf of the
978 eligible person, seeking payment from the Securities Guaranty
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COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. CS/HB 379 (2025)
Amendment No. 1
979 Fund must file with the office a written application on a form
980 that the commission may prescribe by rule. The commission may
981 adopt by rule procedures for filing documents by electronic
982 means, provided that such procedures provide the office with the
983 information and data required by this section. The application
984 must be filed with the office within 1 year after the date of
985 the final judgment, the date on which a restitution order has
986 been ripe for execution, or the date of any appellate decision
987 thereon, and, at minimum, must contain all of the following
988 information:
989 (a) The eligible person's and, if applicable, the
990 receiver's full names, addresses, and contact information.
991 (b) The name of the judgment debtor or person ordered to
992 pay restitution.
993 (c) If the eligible person is a business entity, the
994 eligible person's type and place of organization and, as
995 applicable, a copy, as amended, of its articles of
996 incorporation, articles of organization, trust agreement, or
997 partnership agreement.
998 (d) A copy of any final judgment or and a copy thereof.
999 (e) Any restitution order pursuant to s. 517.191(3), and a
1000 copy thereof.
1001 (e)(f) An affidavit from the eligible person stating
1002 either one of the following:
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COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. CS/HB 379 (2025)
Amendment No. 1
1003 1. That the eligible person has made all reasonable
1004 searches and inquiries to ascertain whether the judgment debtor
1005 or person ordered to pay restitution possesses real or personal
1006 property or other assets subject to being sold or applied in
1007 satisfaction of the final judgment or restitution order and, by
1008 the eligible person's search, that the eligible person has not
1009 discovered any property or assets.
1010 2. That the eligible person has taken necessary action on
1011 the property and assets of the wrongdoers but the final judgment
1012 or restitution order remains unsatisfied.
1013 (f)(g) If the application is filed by the receiver, an
1014 affidavit from the receiver stating the amount of restitution
1015 owed to the eligible person on whose behalf the claim is filed;
1016 the amount of any money, property, or assets paid to the
1017 eligible person on whose behalf the claim is filed by the person
1018 over whom the receiver is appointed; and the amount of any
1019 unsatisfied portion of any eligible person's restitution order
1020 of restitution.
1021 (g)(h) The eligible person's residence or domicile at the
1022 time of the violation of s. 517.07 or s. 517.301 which resulted
1023 in the eligible person's monetary damages.
1024 (h)(i) The amount of any unsatisfied portion of the
1025 eligible person's final judgment or restitution order.
1026 (i)(j) Whether an appeal or motion to vacate an
1027 arbitration award has been filed.
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COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. CS/HB 379 (2025)
Amendment No. 1
1028 Section 10. Subsection (3) of section 517.301, Florida
1029 Statutes, is amended to read:
1030 517.301 Fraudulent transactions; falsification or
1031 concealment of facts.—
1032 (3) It is unlawful for a person in issuing or selling a
1033 security within this state, including a security exempted under
1034 s. 517.051 and including a transaction exempted under s.
1035 517.061, s. 517.0611, or s. 517.0612, to misrepresent that such
1036 security or person business entity has been guaranteed,
1037 sponsored, recommended, or approved by the state or an agency or
1038 officer of the state or by the United States or an agency or
1039 officer of the United States.
1040 Section 11. Subsection (4) of section 517.34, Florida
1041 Statutes, is amended to read:
1042 517.34 Protection of specified adults.—
1043 (4) A delay on a disbursement or transaction under
1044 subsection (3) expires 15 business days after the date on which
1045 the delay was first placed. However, the dealer or investment
1046 adviser may extend the delay for up to 30 10 additional business
1047 days if the dealer's or investment adviser's review of the
1048 available facts and circumstances continues to support such
1049 dealer's or investment adviser's reasonable belief that
1050 financial exploitation of the specified adult has occurred, is
1051 occurring, has been attempted, or will be attempted. A dealer or
1052 investment adviser that extends a delay must notify the office
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COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. CS/HB 379 (2025)
Amendment No. 1
1053 on a form prescribed by commission rule not later than 3
1054 business days after the date on which the extension was applied.
1055 The notice must identify the dealer or investment adviser that
1056 extended the delay and the date on which the delay was
1057 originally made. The length of the delay may be shortened or
1058 extended at any time by a court of competent jurisdiction. This
1059 subsection does not prevent a dealer or investment adviser from
1060 terminating a delay after communication with the parties
1061 authorized to transact business on the account and any trusted
1062 contact on the account.
1063 Section 12. Subsection (1) of section 517.211, Florida
1064 Statutes, is amended to read:
1065 517.211 Private remedies available in cases of unlawful
1066 sale.—
1067 (1) Every sale made in violation of either s. 517.07 or s.
1068 517.12(1), (3), (4), (9), (11), (13), (16), or (18) s.
1069 517.12(1), (3), (4), (8), (10), (12), (15), or (17) may be
1070 rescinded at the election of the purchaser; however, a sale made
1071 in violation of the provisions of s. 517.1202(3) relating to a
1072 renewal of a branch office notification or in violation of the
1073 provisions of s. 517.12(13) s. 517.12(12) relating to filing a
1074 change of address amendment is not subject to this section. Each
1075 person making the sale and every director, officer, partner, or
1076 agent of or for the seller, if the director, officer, partner,
1077 or agent has personally participated or aided in making the
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COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. CS/HB 379 (2025)
Amendment No. 1
1078 sale, is jointly and severally liable to the purchaser in an
1079 action for rescission, if the purchaser still owns the security,
1080 or for damages, if the purchaser has sold the security. No
1081 purchaser otherwise entitled will have the benefit of this
1082 subsection who has refused or failed, within 30 days after
1083 receipt, to accept an offer made in writing by the seller, if
1084 the purchaser has not sold the security, to take back the
1085 security in question and to refund the full amount paid by the
1086 purchaser or, if the purchaser has sold the security, to pay the
1087 purchaser an amount equal to the difference between the amount
1088 paid for the security and the amount received by the purchaser
1089 on the sale of the security, together, in either case, with
1090 interest on the full amount paid for the security by the
1091 purchaser at the legal rate, pursuant to s. 55.03, for the
1092 period from the date of payment by the purchaser to the date of
1093 repayment, less the amount of any income received by the
1094 purchaser on the security.
1095 Section 13. Subsection (2) of section 517.315, Florida
1096 Statutes, is amended to read:
1097 517.315 Fees.—All fees of any nature collected by the
1098 office pursuant to this chapter shall be disbursed as follows:
1099 (2) After the transfer required in subsection (1), the
1100 office shall transfer the $50 assessment fee collected from each
1101 associated person under s. 517.12(10) and (11) s. 517.12(9) and
1102 (10) and 30.44 percent of the $100 assessment fee paid by
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COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. CS/HB 379 (2025)
Amendment No. 1
1103 dealers and investment advisers for each office in the state
1104 under s. 517.12(10) and (11) s. 517.12(9) and (10) to the
1105 Regulatory Trust Fund.
1106 Section 14. This act shall take effect upon becoming a
1107 law.
1108
1109 -----------------------------------------------------
1110 T I T L E A M E N D M E N T
1111 Remove everything before the enacting clause and insert:
1112 An act relating to securities; amending s. 517.021,
1113 F.S.; providing and revising definitions; amending s.
1114 517.061, F.S.; revising the circumstances under which
1115 securities transactions are exempt from registration
1116 requirements; conforming cross-references; amending s.
1117 517.0612, F.S.; revising the filing requirements for
1118 securities issuers under the Florida Invest Local
1119 Exemption law; amending s. 517.0614, F.S.; revising
1120 circumstances under which securities offers and sales
1121 are not subject to integration with other offerings;
1122 amending s. 517.0616, F.S.; revising the registration
1123 exemptions that are available to specified issuers
1124 under certain circumstances; providing applicability
1125 of certain disqualification provisions under a
1126 specified Securities and Exchange Commission rule;
1127 amending s. 517.075, F.S.; making a technical change;
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COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. CS/HB 379 (2025)
Amendment No. 1
1128 amending s. 517.081, F.S.; revising the requirements
1129 for securities registration applications; amending s.
1130 517.12, F.S.; revising the list of persons who must
1131 submit fingerprints for live-scan processing for
1132 registration applications; providing fees for
1133 fingerprint processing; defining the term "owner";
1134 defining the term "shareholder"; authorizing the
1135 Financial Services Commission to consider certain
1136 rules and regulations in waiving the fingerprint
1137 requirement; providing and revising definitions;
1138 revising the written assurances requirements that
1139 merger and acquisition brokers must receive from
1140 certain control persons under specified circumstances;
1141 revising the circumstances under which merger and
1142 acquisition brokers are not exempt from specified
1143 securities registration; conforming cross-references;
1144 amending s. 517.131, F.S.; defining the term
1145 "restitution order"; revising the circumstances under
1146 which a person is eligible for payment from the
1147 Securities Guaranty Fund; revising the requirements
1148 for applications for payment from the fund; conforming
1149 cross-references; amending s. 517.301, F.S.;
1150 specifying a prohibition against certain
1151 misrepresentations in a person issuing and selling
1152 securities; amending s. 517.34, F.S.; revising the
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COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. CS/HB 379 (2025)
Amendment No. 1
1153 maximum number of days by which a dealer or investment
1154 adviser may extend a delay on a disbursement or
1155 transaction; amending ss. 517.211 and 517.315, F.S.;
1156 conforming cross-references; providing an effective
1157 date.
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CS/HB 453
FLORIDA HOUSE OF REPRESENTATIVES
BILL ANALYSIS
This bill analysis was prepared by nonpartisan committee staff and does not constitute an official statement of legislative intent.
BILL #: CS/HB 453 COMPANION BILL: SB 570 (Gruters)
TITLE: Pool/Spa Contractors LINKED BILLS: None
SPONSOR(S): Smith, Alvarez, D. RELATED BILLS: None
Committee References
Industries & Professional Activities Commerce
12 Y, 0 N, As CS
SUMMARY
Effect of the Bill:
The bill clarifies and expands the scope of work for swimming pool/spa contractors.
Fiscal or Economic Impact:
The bill may have a positive economic impact on swimming pool/spa contractors by expanding their scope of work
and clarifying their current scope of work.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
ANALYSIS
EFFECT OF THE BILL:
The bill expands the scope of work for all swimming pool/spa contractors to include the installation of lighting,
light transformers, and the connection, replacement, disconnection, or reconnection of power wiring on the load
side of the dedicated existing electrical circuit disconnect for swimming pool, spa, hot tub, or interactive water
feature1 equipment. However, swimming pool/spa service contractors may only repair or replace lighting and light
transformers, and may not install such items. (Section 1)
The bill expands the scope of work for residential swimming pool/spa contractors by allowing them to
perform work on a commercial swimming pool, spa, hot tub, or public bathing place.2 However, a residential
swimming pool/spa contractor may not build a new commercial swimming pool spa, hot tub, or public bathing
place. (Section 1)
The bill expands the scope of work for swimming pool/spa service contractors to include the renovation or
remodeling of a swimming pool, hot tub, spa, interactive water feature, decorative water feature, public bathing
place, or swimming pool or spa appurtenance. Currently, swimming pool/spa service contractors may only
perform servicing and make repairs. (Section 1)
The bill provides that a swimming pool/spa contractor may not install or upgrade a dedicated electrical
disconnect or electrical circuits, or perform any work inside a main electrical panel. The bill also clarifies that a
1 The Florida Building Code defines “interactive water features” as a type of swimming pool that is a structure designed to
allow for recreational activities with recirculated, filtered, and treated water; but having minimal standing water. Section 454
of the Eighth edition of the Florida Building Code (Building).
2 A “public bathing place” is a body of water, natural or modified by humans, for swimming, diving, and recreational bathing
used by consent of the owner or owners and held out to the public by any person or public body, irrespective of whether a fee
is charged for the use thereof. The bathing water areas of public bathing places include, but are not limited to, lakes, ponds,
rivers, streams, artificial impoundments, and waters along the coastal and intracoastal beaches and shores of the state.
S. 514.011(4), F.S.
STORAGE NAME: h0453b.COM
DATE: 4/4/2025
1
swimming pool/spa contractor may not make direct connections to a sanitary sewer system or to potable water
lines. (Section 1)
The bill redefines the scope of work for a commercial pool/spa contractor to clarify that it includes but is not
limited to:
All phases of construction, repair, renovation, remodel, deconstruction, and servicing of a swimming pool,
hot tub, spa, interactive water feature, decorative water feature, public bathing place, or a swimming pool
or spa appurtenance.
The construction of uninhabitable equipment rooms for swimming pool, spa, hot tub, or interactive water
feature equipment.
Excavation and earthmoving required for the installation of swimming pools, spas, hot tubs, or interactive
water features.
The operation of construction pumps for dewatering purposes and for draining swimming pools, spas, hot
tubs, or interactive water features.
The installation of rebar or similar support materials, and the shaping and shooting of gunite dry mix and
wet mix, concrete, or similar product mix used in the construction of swimming pools, spas, hot tubs, or
interactive water features.
The installation of equipotential bonding, light conduits, and any cleaning or sanitizing equipment that
requires at least partial disassembling.
The installation of fiberglass swimming pool, spa, or hot tub shells and vinyl pool, spa, or hot tub liners.
The application and removal of all interior pool, spa, hot tub, or interactive water feature finishes.
The construction, maintenance, or remodel of decorative or interactive water features, displays that use
recirculated water.
The installation of all swimming pool, spa, hot tub, or interactive water feature piping.
The construction and installation of retaining walls, concrete flatwork, pavers and bricks, and footings for
the construction of a swimming pool, spa, hot tub, or interactive water feature.
The scope of work of a swimming pool/spa servicing contractor. (Section 1)
The bill redefines the scope of work for residential pool/spa contractors to clarify that their scope of work is the
same as a commercial pool/spa contractor, except a residential pool/spa contractor may not construct any new
commercial swimming pool, spa, hot tub, or public bathing place. (Section 1)
The bill redefines the scope of work for a swimming pool/spa servicing contractor to clarify that it includes, but
is not limited to:
All aspects of the repair or servicing of a swimming pool, hot tub, spa, interactive water feature, decorative
water feature, public bathing place, or swimming pool or spa appurtenance.
The repair or replacement of equipotential bonding, light conduit, and any cleaning or sanitizing equipment
that requires at least partial disassembling.
The installation, repair, or replacement of all swimming pool, spa, hot tub, or interactive water feature
equipment, including, but not limited to, pool pumps, filters, feeders, controllers, and heaters.
The repair of uninhabitable equipment for swimming pool, spa, hot tub, or interactive water feature
equipment.
The repair or replacement of all perimeter piping and filter piping.
The substantial or complete draining of a swimming pool, spa, or hot tub for repair or renovation and the
operation of construction pumps for dewatering purposes.
The removal and reapplication of all interior swimming pool, spa, hot tub, or interactive water feature
finishes.
The installation, repair, or replacement of all tile and coping for a swimming pool, spa, hot tub, or
interactive water feature. (Section 1)
The bill clarifies that licensure is not required when using equipment for:
Treating or cleaning a swimming pool, spa, hot tub, or interactive water feature unless such use involves
installation, modification, or replacement of the equipment or affects the structural integrity of the
swimming pool, spa, hot tub, or interactive water feature.
Treating water.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
2
Changing the filter media.3 (Section 1)
The bill provides an effective date of July 1, 2025. (Section 2)
RELEVANT INFORMATION
SUBJECT OVERVIEW:
Swimming pool/spa contractor
Chapter 489, F.S., regulates the profession of contracting in the state. Generally speaking, a licensed contractor
is the person who, for compensation, undertakes to, submits a bid to, or does himself or herself or by
others construct, repair, alter, remodel, add to, demolish, subtract from, or improve any building or
structure, and whose job scope is substantially similar to the job scopes described in s. 489.105, F.S.4
Construction contractors are either certified or registered by the Construction Industry Licensing Board
(CILB) housed within Department of Business and Professional Regulation. The CILB is responsible for licensing
statewide construction contractors and regulating the construction industry in Florida under part I of Ch. 489, F.S.5
Currently there are three types of swimming pool/spa contractors:
Commercial pool/spa contractor.
Residential pool/spa contractor.
Swimming pool/spa servicing contractor.
“Commercial pool/spa contractors” are individuals who are certified or registered to construct, repair, and service
any public or private swimming pool, hot tub, or spa including:6
Installing, repairing, or replacing existing equipment;
Cleaning or sanitizing equipment that requires at least a partial disassembling, excluding filter changes;
Installing new interior finishes, package pool heaters, and perimeter piping and filter piping;
Constructing equipment rooms or housing for pool/spa equipment; and
The scope of work of a swimming pool/spa servicing contractor.
“Residential pool/spa contractors” are individuals who are certified or registered to construct repair, and service
any residential swimming pool, hot tub, or spa. The scope of work is identical to the scope of work for commercial
pool/spa contractors; however, residential pool/spa contractors may only work on residential swimming pools,
hot tubs, and spas.7
“Swimming pool/spa servicing contractors” are individuals who are certified or registered to repair and service
any public or private swimming pool, hot tub, or spa including:8
Repairing or replacing existing equipment;
Cleaning or equipment sanitizing that requires at least a partial disassembling, excluding filter changes;
Installing new pool/spa equipment and interior refinishing;
Reinstalling or adding pool heaters;
Repairing or replacing perimeter piping and filter piping;
Repairing equipment rooms or housing for pool/spa equipment; and
3 The filter media is the media inside a pool filter, such as sand, that traps debris and contaminants. AquaDoc Choosing the
Right Filter Media for Your Pool (June 13, 2024) https://www.mavaquadoc.com/blogs/pool-maintenance-blog/choosing-the-
right-filter-media-for-your-
pool#:~:text=The%20filter%20media%20is%20the%20material%20inside%20your,to%20choose%20the%20best%20one
%20for%20your%20pool. (last visited March 21, 2025)
4 S. 489.105(3), F.S.
5 S. 489.107, F.S.
6
S. 489.105(3)(j), F.S.
7
S. 489.105(3)(k), F.S.
8
S. 489.105(3)(l), F.S.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
3
Substantially or completely draining a swimming pool, or hot tub or spa, for the purpose of repair or
renovation.
The scope of work for all three types of swimming pool/spa contractors does not include direct connections to a
sanitary sewer system or to potable water lines.9
Water treatment or cleaning a pool/spa does not require a license unless the structural integrity of the pool/spa is
affected or the equipment attached to the pool/spa must be substantially or completely disassembled or replaced.
Installing an aboveground pool also does not require a license.10
A contractor, including swimming pool/spa contractors, must subcontract all electrical, mechanical, plumbing,
roofing, sheet metal, and air-conditioning work, to a contractor certified or registered in the respective category,
unless the pool/spa contractor also holds a state certificate or registration in the respective category.11
Dedicated electrical circuit
An electrical circuit is a path or loop through which electricity flows. An electrical disconnect or breaker is a switch
that stops the flow of the electrical circuit if the devices or appliances draw too much power. A regular or non-
dedicated electrical circuit supplies electricity from the breaker to multiple outlets. 12
A dedicated electrical circuit has its very own circuit breaker that only supports one outlet and therefore is
dedicated to powering just one device or appliance. Dedicated circuits are designed to protect major appliances
and devices that draw a lot of power, such as refrigerators, from electrical damage. They also prevent fires and
electrocution by ensuring the device or appliance does not draw more power than the circuit can handle.13
9
S. 489.105, F.S.
10
Ss 489.103(6), and 489.105, F.S.; DBPR, Trust but Verify,
http://www.myfloridalicense.com/dbpr/reg/documents/trustbutverify_000.pdf?x40199 (last visited March 21, 2025).
11
S. 489.113(3), F.S.
12 Harrison Electric Inc., What Are Dedicated Circuits & Which Appliances Should Have Them?, (July 20, 2020) https://harrison-
electric.com/Blog/entryid/205/what-are-dedicated-circuits-which-appliances-should-have-them (last visited on March 20,
2025); Michael Christian, What Is an Electrical Disconnect and Its Importance?, House and Home Online (December 20, 2023)
https://houseandhomeonline.com/what-is-an-electrical-disconnect/ (last visited march 21, 2025).
13 Harrison Electric Inc., Dedicated Circuits: What They Are & How to Determine If You Need Them, (August 16, 2021)
https://harrison-electric.com/Blog/entryid/243/dedicated-circuits-what-they-are-how-to-determine-if-you-need-them (last
visited on March 20, 2025).
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
4
The load side of an electrical circuit are the wires passing electricity from a device in the circuit downstream to
other devices, while the “line side” are the wires bringing electricity to the device.14
Pool Light Transformer
Genereally, pool lights use low voltage, usually around 12 volts, to minimize the risk of electric shock in the pool
area. A pool light transformer converts higher voltage from a structure’s main electrical system to the lower
voltage required by the pool lights. This protects the pool lights from overloading.15
BILL HISTORY
STAFF
DIRECTOR/ ANALYSIS
COMMITTEE REFERENCE ACTION DATE POLICY CHIEF PREPARED BY
Industries & Professional Activities 12 Y, 0 N, As CS 3/26/2025 Anstead Brackett
Subcommittee
THE CHANGES ADOPTED BY THE Clarified that a pool/spa contractor may only perform excavation and
COMMITTEE: earthmoving if it’s required for the installation of a swimming pool, spa, hot
tub, or interactive water feature
Commerce Committee Hamon Brackett
-------------------------------------------------------------------------------------------------------------------------------------
THIS BILL ANALYSIS HAS BEEN UPDATED TO INCORPORATE ALL OF THE CHANGES DESCRIBED ABOVE.
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14 Timothy Thiele, Line vs. Load Wiring: What's the Difference?, The Spruce (April 19, 2024) https://www.thespruce.com/line-
and-load-connections-1152729
15 Schematic Central, How to Wire a Pool Light Transformer: A Complete Wiring Diagram, https://schempal.com/pool-light-
transformer-wiring-diagram (last visited March 24, 2025).
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
5
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
CS/HB 453 2025
1 A bill to be entitled
2 An act relating to pool/spa contractors; amending s.
3 489.105, F.S.; revising the definition of the terms
4 "commercial pool/spa contractor," "residential
5 pool/spa contractor," and "swimming pool/spa servicing
6 contractor"; providing an effective date.
7
8 Be It Enacted by the Legislature of the State of Florida:
9
10 Section 1. Paragraphs (j), (k), and (l) of subsection (3)
11 of section 489.105, Florida Statutes, are amended to read:
12 489.105 Definitions.—As used in this part:
13 (3) "Contractor" means the person who is qualified for,
14 and is only responsible for, the project contracted for and
15 means, except as exempted in this part, the person who, for
16 compensation, undertakes to, submits a bid to, or does himself
17 or herself or by others construct, repair, alter, remodel, add
18 to, demolish, subtract from, or improve any building or
19 structure, including related improvements to real estate, for
20 others or for resale to others; and whose job scope is
21 substantially similar to the job scope described in one of the
22 paragraphs of this subsection. For the purposes of regulation
23 under this part, the term "demolish" applies only to demolition
24 of steel tanks more than 50 feet in height; towers more than 50
25 feet in height; other structures more than 50 feet in height;
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26 and all buildings or residences. Contractors are subdivided into
27 two divisions, Division I, consisting of those contractors
28 defined in paragraphs (a)-(c), and Division II, consisting of
29 those contractors defined in paragraphs (d)-(q):
30 (j) "Commercial pool/spa contractor" means a contractor
31 whose scope of work includes involves, but is not limited to,
32 all phases of the construction, repair, renovation, remodel,
33 deconstruction, and servicing of a any swimming pool, or hot
34 tub, or spa, splash pad or other interactive water feature,
35 decorative water feature, public bathing place, or swimming pool
36 or spa appurtenance, whether public, private, or otherwise,
37 regardless of use.
38 1. The scope of such work includes, but is not limited to,
39 the following:
40 a. The scope of work of a swimming pool/spa servicing
41 contractor.
42 b. The connection, replacement, disconnection, or
43 reconnection of power wiring on the load side of the dedicated
44 existing electrical circuit disconnect means for swimming pool,
45 spa, hot tub, or interactive water feature equipment.
46 c. The installation of equipotential bonding; swimming
47 pool, spa, or hot tub lighting; light transformers; light
48 conduit; and any cleaning or sanitizing equipment that requires
49 at least partial disassembling.
50 d. The construction of uninhabitable equipment rooms or
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51 housing for swimming pool, spa, hot tub, or interactive water
52 feature equipment for the protection of the equipment from
53 outside elements or preventing unauthorized access.
54 e. Excavation and earthmoving only as required for the
55 installation of swimming pools, spas, hot tubs, or interactive
56 water features.
57 f. The operation of construction pumps for dewatering
58 purposes for swimming pool, spa, hot tub, or interactive water
59 feature excavation sites, and for draining swimming pools, spas,
60 hot tubs, or interactive water features.
61 g. The installation of rebar or similar support materials
62 for swimming pool, spa, hot tub, or interactive water feature
63 structures, and the shaping and shooting of gunite dry mix and
64 wet mix, concrete, or similar product mix used in the
65 construction of swimming pools, spas, hot tubs, or interactive
66 water features.
67 h. The installation of fiberglass swimming pool, spa, or
68 hot tub shells and vinyl swimming pool, spa, or hot tub liners.
69 i. The application and removal of all interior swimming
70 pool, spa, hot tub, or interactive water feature finishes.
71 j. The construction, maintenance, or remodel of decorative
72 or interactive water features, displays, or areas that use
73 recirculated water, including fountains, waterfalls, and spray
74 nozzles.
75 k. The installation of all swimming pool, spa, hot tub, or
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76 interactive water feature piping, including, but not limited to,
77 drain piping, perimeter piping, and circulation or filter piping
78 used in the construction of swimming pools, spas, hot tubs, or
79 decorative or interactive water feature displays or areas.
80 l. The construction and installation of retaining walls,
81 concrete flatwork, pavers and bricks, and footings for the
82 construction of a swimming pool, spa, hot tub, or interactive
83 water feature, whether newly constructed or additions to or
84 remodels of an existing swimming pool, spa, hot tub, or
85 interactive water feature The installation, repair, or
86 replacement of existing equipment, any cleaning or equipment
87 sanitizing that requires at least a partial disassembling,
88 excluding filter changes, and the installation of new pool/spa
89 equipment, interior finishes, the installation of package pool
90 heaters, the installation of all perimeter piping and filter
91 piping, and the construction of equipment rooms or housing for
92 pool/spa equipment, and also includes the scope of work of a
93 swimming pool/spa servicing contractor.
94 2. The scope of such work does not include direct
95 connections to a sanitary sewer system or to potable water
96 lines, the installation or upgrade of dedicated electrical
97 disconnect or electrical circuits, or any work inside a main
98 electrical panel. The installation, construction, modification,
99 or replacement of equipment permanently attached to and
100 associated with the pool or spa for the purpose of water
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101 treatment or cleaning of the pool or spa requires licensure;
102 however,
103 3. The usage of swimming pool, spa, hot tub, or
104 interactive water feature such equipment for the purposes of
105 water treatment or cleaning does not require licensure unless
106 the usage involves installation construction, modification, or
107 replacement of such equipment. Water treatment that does not
108 require such equipment; filter media changes; or the cleaning of
109 a swimming pool, spa, hot tub, or interactive water feature, or
110 its associated equipment, which does not affect the structural
111 integrity of the swimming pool, spa, hot tub, or interactive
112 water feature, does not require a license. In addition, a
113 license is not required for the cleaning of the pool or spa in a
114 way that does not affect the structural integrity of the pool or
115 spa or its associated equipment.
116 (k) "Residential pool/spa contractor" means a contractor
117 whose scope of work is the same as a commercial pool/spa
118 contractor under paragraph (j) but does not include the
119 construction of any new commercial swimming pool, spa, hot tub,
120 or public bathing place involves, but is not limited to, the
121 construction, repair, and servicing of a residential swimming
122 pool, or hot tub or spa, regardless of use. The scope of work
123 includes the installation, repair, or replacement of existing
124 equipment, any cleaning or equipment sanitizing that requires at
125 least a partial disassembling, excluding filter changes, and the
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126 installation of new pool/spa equipment, interior finishes, the
127 installation of package pool heaters, the installation of all
128 perimeter piping and filter piping, and the construction of
129 equipment rooms or housing for pool/spa equipment, and also
130 includes the scope of work of a swimming pool/spa servicing
131 contractor. The scope of such work does not include direct
132 connections to a sanitary sewer system or to potable water
133 lines. The installation, construction, modification, or
134 replacement of equipment permanently attached to and associated
135 with the pool or spa for the purpose of water treatment or
136 cleaning of the pool or spa requires licensure; however, the
137 usage of such equipment for the purposes of water treatment or
138 cleaning does not require licensure unless the usage involves
139 construction, modification, or replacement of such equipment.
140 Water treatment that does not require such equipment does not
141 require a license. In addition, a license is not required for
142 the cleaning of the pool or spa in a way that does not affect
143 the structural integrity of the pool or spa or its associated
144 equipment.
145 (l) "Swimming pool/spa servicing contractor" means a
146 contractor whose scope of work includes involves, but is not
147 limited to, all aspects of the repair, renovation, remodeling,
148 or and servicing of a swimming pool, or hot tub, or spa, splash
149 pad or other interactive water feature, decorative water
150 feature, public bathing place, or swimming pool or spa
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151 appurtenance, whether public or private, or otherwise,
152 regardless of use.
153 1. The scope of work includes, but is not limited to, the
154 following:
155 a. The installation, repair, or replacement of all
156 swimming pool, spa, hot tub, or interactive water feature
157 equipment, including, but not limited to, pool pumps; filters;
158 feeders; controllers; and swimming pool, spa, or hot tub
159 heaters, whether electric, gas, or solar.
160 b. The connection, replacement, disconnection, or
161 reconnection of power wiring on the load side of the dedicated
162 existing electrical circuit disconnect means for swimming pool,
163 spa, hot tub, or interactive water feature equipment.
164 c. The repair or replacement of equipotential bonding;
165 swimming pool, spa, or hot tub lighting; light transformers;
166 light conduit; and any cleaning or sanitizing equipment that
167 requires at least partial disassembling.
168 d. The repair of uninhabitable equipment rooms or housing
169 for swimming pool, spa, hot tub, or interactive water feature
170 equipment.
171 e. The repair or replacement of all perimeter piping and
172 filter piping.
173 f. The substantial or complete draining of a swimming
174 pool, spa, or hot tub for repair or renovation and the operation
175 of construction pumps for dewatering purposes for drained
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176 swimming pools, spas, hot tubs, or interactive water features.
177 g. The removal and reapplication of all interior swimming
178 pool, spa, hot tub, or interactive water feature finishes.
179 h. The installation, repair, or replacement of all tile
180 and coping for a swimming pool, a spa, a hot tub, or an
181 interactive water feature the repair or replacement of existing
182 equipment, any cleaning or equipment sanitizing that requires at
183 least a partial disassembling, excluding filter changes, and the
184 installation of new pool/spa equipment, interior refinishing,
185 the reinstallation or addition of pool heaters, the repair or
186 replacement of all perimeter piping and filter piping, the
187 repair of equipment rooms or housing for pool/spa equipment, and
188 the substantial or complete draining of a swimming pool, or hot
189 tub or spa, for the purpose of repair or renovation.
190 2. The scope of the such work does not include direct
191 connections to a sanitary sewer system or to potable water
192 lines, the installation or upgrade of dedicated electrical
193 disconnect or electrical circuits, or any work inside a main
194 electrical panel. The installation, construction, modification,
195 substantial or complete disassembly, or replacement of equipment
196 permanently attached to and associated with the pool or spa for
197 the purpose of water treatment or cleaning of the pool or spa
198 requires licensure; however,
199 3. The usage of swimming pool, spa, hot tub, or
200 interactive water feature such equipment for the purposes of
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201 water treatment or cleaning does not require licensure unless
202 the usage involves installation construction, modification,
203 substantial or complete disassembly, or replacement of such
204 equipment. Water treatment that does not require such equipment;
205 filter media changes; or the cleaning of a swimming pool, a spa,
206 a hot tub, or an interactive water feature, or its associated
207 equipment, which does not affect the structural integrity of the
208 swimming pool, spa, hot tub, or interactive water feature does
209 not require a license. In addition, a license is not required
210 for the cleaning of the pool or spa in a way that does not
211 affect the structural integrity of the pool or spa or its
212 associated equipment.
213 Section 2. This act shall take effect July 1, 2025.
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COMMERCE COMMITTEE
CS/HB 453 by Rep. Smith
Pool/Spa Contractors
AMENDMENT SUMMARY
April 7, 2025
Amendment 1 by Rep. Smith (line 158):
• Clarifies that pool/spa contractors may install manufactured pool, spa, or hot tub heaters
that are commercially available.
COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. CS/HB 453 (2025)
Amendment No. 1
COMMITTEE/SUBCOMMITTEE ACTION
ADOPTED (Y/N)
ADOPTED AS AMENDED (Y/N)
ADOPTED W/O OBJECTION (Y/N)
FAILED TO ADOPT (Y/N)
WITHDRAWN (Y/N)
OTHER
1 Committee/Subcommittee hearing bill: Commerce Committee
2 Representative Smith offered the following:
3
4 Amendment
5 Remove line 158 and insert:
6 feeders; controllers; and commercially available swimming pool,
7 spa, or hot tub
119985 - h0453-line158.docx
Published On: 4/4/2025 5:37:33 PM
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CS/HB 541
FLORIDA HOUSE OF REPRESENTATIVES
BILL ANALYSIS
This bill analysis was prepared by nonpartisan committee staff and does not constitute an official statement of legislative intent.
BILL #: CS/HB 541 COMPANION BILL: CS/CS/SB 676 (Martin)
TITLE: Minimum Wage Requirements LINKED BILLS: None
SPONSOR(S): Chamberlin RELATED BILLS: None
Committee References
Industries & Professional Careers & Workforce Commerce
Activities 12 Y, 4 N, As CS
10 Y, 5 N
SUMMARY
Effect of the Bill:
The bill amends the Florida Minimum Wage Act (Act) to allow employees to opt out of receiving the state minimum
wage for work-study, internship, preapprenticeship program, or other similar work-based learning opportunities.
Fiscal or Economic Impact:
The bill does not appear to have a fiscal impact on state or local government. The bill allows certain employees to
opt out of receiving minimum wage. The fiscal impact on such employees is indeterminate.
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ANALYSIS
EFFECT OF THE BILL:
The bill amends the Act to provide specific exemptions from state minimum wage requirements for certain
employees. The bill provides that employers are not required to pay the state minimum wage to employees in a
structured work-study, internship, preapprenticeship, or other similar work-based learning opportunity, provided
such employees choose to opt out of receiving the state minimum wage. However, such employees must be paid at
or above the federal minimum wage. The bill requires such opt out be voluntary and prohibits an employer from
coercing an employee to opt out or conditioning an offer of employment on the employee opting out. Under the bill,
the written waiver voluntarily signed by the employee must state that the employee acknowledges his or her right
to the state minimum wage pursuant to the State Constitution and that the employee is knowingly and voluntarily
choosing to receive a lesser amount for his or her work-based learning opportunity. The bill specifies that an
employee’s waiver to opt out of the state minimum wage is only valid for 12 months after the date his or her
employment with the employer begins. Thereafter, the bill requires the employee be paid at or above the state
minimum wage regardless of his or her position or job title with the employer. (Section 1)
The effective date of the bill is July 1, 2025. (Section 2)
FISCAL OR ECONOMIC IMPACT:
PRIVATE SECTOR:
Indeterminate. The bill allows certain employees to opt out of receiving minimum wage.
RELEVANT INFORMATION
SUBJECT OVERVIEW:
Fair Labor Standards Act
STORAGE NAME: h0541c.COM
DATE: 4/4/2025
1
The federal Fair Labor Standards Act (FLSA), enacted in 1938, provides covered workers with minimum wage,
overtime pay, and child labor protections.1 In 1938, the FLSA established a minimum wage of $.25 an hour. The
current federal minimum wage rate is $7.25 an hour, which went into effect July 24, 2009. The FLSA applies to
employment within any state in the U.S., the District of Columbia, or any territory or possession of the U.S.2
The FLSA covers most private and public sector employees. However, certain employers and employees are
exempt from coverage, including individuals with disabilities, youth workers, tipped workers, and executive,
administrative, and professional workers. The FLSA covers businesses if the business has annual sales of at least
$500,000.3 It also covers certain individual employees if such employee is engaged in interstate commerce.
The FLSA applies to all:4
Governments: Federal, state, or local government agencies.
Hospitals: Hospitals, or institutions primarily engaged in the care of the sick, the aged, or the mentally ill or
disabled who live on the premises. It does not matter if the hospital or institution is public or private or is
operated for profit or not-for-profit.
Schools: Pre-schools, elementary or secondary schools or institutions of higher learning (e.g., college), or a
school for mentally or physically handicapped or gifted children. It does not matter if the school or
institution is public or private or operated for profit or not-for-profit.
The FLSA includes several exemptions from the federal minimum wage provisions, including:5
Executive, administrative, and professional employees.
Employees in certain seasonal amusement or recreational establishments, employees in certain small
newspapers, seamen employed on foreign vessels, employees engaged in fishing operations, and
employees engaged in newspaper delivery.
Farm workers employed by certain employers.
Casual babysitters and persons employed as companions for the elderly or infirm.
Border patrol agents.6
Tipped employees, as long as their tips, combined with the employer's cash wage, equal at least the
federal minimum wage ($7.25). The minimum cash wage for tipped employees is $2.13 per hour, with the
employer able to claim a tip credit of up to $5.12 per hour.7
Learners, apprentices, and messengers employed primarily in delivering letters and messages,
under special certificates issued by the Department of Labor.8
The FLSA provides for the employment of certain individuals at wage rates below the minimum wage including
student-learners (vocational education students), as well as full-time students employed by retail or service
establishments, agriculture, or institutions of higher education. Also included are individuals whose earning or
productive capacity is impaired by a physical or mental disability, including those related to age or injury, for the
work to be performed. Certificates issued by the Department of Labor's Wage and Hour Division are required for
this type of employment.9
1
29 U.S.C. § 201-219 and 29 C.F.R. ch. V.
2
Congressional Research Service, CRS Report R42713, The Fair Labor Standards Act (FLSA): An Overview,
https://crsreports.congress.gov/product/pdf/R/R42713, (last visited March 7, 2025). (The main FLSA provisions and accompanying
Department of Labor (DOL) regulations constitute what is commonly known as federal wage and hour laws and federal child labor
law.).
3
The size of an enterprise is measured by its “annual sales or business done.” Annual sales or business done includes all business
activities that can be measured in dollars. Thus, retailers are covered by the FLSA if their annual sales are at least $500,000. Owners
of rental properties are covered if they collect at least $500,000 annually in rent. 29 C.F.R.§§779.258-779.259.
4
U.S. Department of Labor, Fair Labor Standards Act Advisor, https://webapps.dol.gov/elaws/whd/flsa/scope/screen10.asp, (last
visited March 7, 2025).
5
29 U.S.C. § 213. (It also includes separate exemptions from overtime pay.)
6
See Border Patrol Agent Pay Reform Act of 2014, S.1691, 113 th Cong, (2014).
7 29 U.S.C. § 203(m)(2)(A).
8 29 U.S.C. § 214.
9 U.S. Department of Labor, Subminimum Wage, https://www.dol.gov/general/topic/wages/subminimumwage
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2
The FLSA exempts certain people who volunteer to perform services for a state or local government agency or who
volunteer for humanitarian purposes for non-profit food banks. There is also a recognized exception for
individuals who volunteer their time, freely and without anticipation of compensation, for religious, charitable,
civic, or humanitarian purposes to non-profit organizations. Unpaid internships for public sector and non-profit
charitable organizations, where the intern volunteers without expectation of compensation, are generally
permissible.10
The FLSA was amended in 2014, concerning border patrol agents, and again in 2018, to exempt minor league
baseball players who are paid at least $290 per week during the 2018 championship season from the federal
minimum wage rate and overtime pay. These two amendments were the only amendments made to the minimum
wage exemptions provisions of the FLSA since Florida passed its minimum wage law in 2005.11
The FLSA provides that if states enact worker protections, including minimum wage rates, that are more protective
of employees than what is provided by the FLSA, the state law applies.12 Consequently, no state law may weaken
the worker protections in the FLSA. However, state laws that impose greater worker protections will supersede
those in the FLSA.13
Thirty states plus Washington DC, Guam, Puerto Rico, and the Virgin Islands provide a minimum wage greater than
the federal minimum wage. Thirteen states provide a minimum wage that is equal to the federal minimum wage.
Five states have not adopted a minimum wage and two states have a minimum wage that is below the federal
minimum wage.14 For those seven states, the federal minimum wage applies, but only to those workers covered by
the FLSA.
Florida law does not indicate or allow for wage exceptions for learners, apprentices, or messengers. Thus, the FLSA
provisions apply.
Florida’s Minimum Wage Contained in Article X, Section 24 of the Florida Constitution
On November 2, 2004, Floridians voted to amend the Florida Constitution by adding a minimum wage provision
(Section 24) that established the state minimum wage.15 Prior to this date, Florida did not have a state minimum
wage so the FLSA applied for covered workers. Section 24 provides the amount of the minimum wage and the
procedure for calculating increases in the minimum wage.16 The amendment also provides that “all working
Floridians are entitled to be paid a minimum wage sufficient to provide a decent and healthy life, that protects their
employers from unfair low wage competition, and that does not force them to rely on taxpayer-funded public
services.”17
On November 3, 2020, Florida voters again approved a constitutional amendment related to the state’s minimum
wage, Amendment 2, to gradually increase the state’s minimum wage to $15 an hour by the year 2026.18 Pursuant
to the passage of Amendment 2, on September 30, 2021, Florida’s minimum wage increased to $10 per hour. Each
year, thereafter, Florida’s minimum wage will increase by $1 until the minimum wage reaches $15 per hour on
September 30, 2026. Beginning in 2027, the minimum wage will be adjusted annually for inflation, as it had been
done from 2004 to 2021.
10 U.S. Department of Labor, Wage and Hour Division, Fact Sheet #71: Internship Programs Under the Fair Labor Standards
Act, https://www.dol.gov/agencies/whd/fact-sheets/71-flsa-internships
11
s. 448.110, F.S., expressly references ss. 213 and 214 of the FLSA, which address minimum wage exemptions and employment
under special certificates, respectively. However, s. 214 has not been amended since 1989. (See Pub. L. 101–157, § 4(d), Nov. 17,
1989, 103 Stat. 941).
12
29 U.S.C. §218.
13
Congressional Research Service, CRS Report R42713, The Fair Labor Standards Act (FLSA): An Overview, Updated March 8,
2023, https://crsreports.congress.gov/product/pdf/R/R42713, (last visited March 7, 2025).
14
U.S. Department of Labor, Consolidated Minimum Wage Table, https://www.dol.gov/agencies/whd/mw-consolidated (last visited
March 7, 2025).
15
Art. X, s. 24, Fla. Const.
16
Art. X, s. 24(c), Fla. Const.
17
Art. X, s. 24(a), Fla. Const.
18
U.S. Department of State, Notice of Increase to State of Florida’s Minimum Wage, https://www.state.gov/wp-
content/uploads/2021/01/2021-01-29-Notice-FL-Minimum-Wage-Increase.pdf (last visited March 7, 2025).
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
3
Section 24 specifies that “employers shall pay Employees Wages no less than the Minimum Wage for all hours
worked in Florida.”19 Section 24 authorizes persons aggrieved by violations the following remedies:20
A civil action.
Recovery of the full amount of back wages unlawfully withheld plus the same amount as liquidated
damages.
Reasonable attorney’s fees and costs.
Legal or equitable relief, including, reinstatement in employment and/or injunctive relief.
Section 24 provides that any employer or other person found liable for willful violations is subject to a $1,000 fine
per violation, and the attorney general or other official designated by the state legislature may also bring a civil
action.
Section 24 provides that “implementing legislation is not required in order to enforce this amendment. The state
legislature may by statute establish additional remedies or fines for violations of this amendment, raise the
applicable Minimum Wage rate, reduce the tip credit, or extend coverage of the Minimum Wage to employers or
employees not covered by this amendment.”21
Employees
Section 24 references the FLSA and specifically ties the meaning22 of “employer,” “employee,” and “wage,” to the
meanings established under the FLSA and its implementing regulations.23 It also indicates that case law,
administrative interpretations, and other guiding standards developed under the federal FLSA must guide the
construction of Florida’s Constitution related to Section 24 and any implementing statutes or regulations.24
The FLSA defines:25
“Employer” as “any person acting directly or indirectly in the interest of an employer in relation to an
employee and includes a public agency, but does not include any labor organization (other than when
acting as an employer) or anyone acting in the capacity of officer or agent of such labor organization.”
“Employee” as “any individual employed by an employer.”
The FLSA requires “for-profit” employers to pay employees for their work. Interns and students, however, may
not be “employees” under the FLSA—in which case the FLSA does not require compensation for their work.
Courts have used the “primary beneficiary test” to determine whether an intern or student is, in fact, an employee
under the FLSA.26 This determination is made on a case-by-case basis.
This test allows courts to examine the “economic reality” of the intern-employer relationship to determine which
party is the “primary beneficiary” of the relationship. Courts27 have identified the following seven factors as part of
the test:
19 Art. X, s. 24(c), Fla. Const.
20 Art. X, s. 24(e), Fla. Const.
21 Art. X, s. 24(f), Fla. Const.
22
In re Advisory Opinion to the Atty. Gen. re Fla. Minimum Wage Amend., 880 So. 2d 636, 641–42 (Fla. 2004). (“The proposed
amendment does not state that it is adopting the FLSA's definition of the term “employee,” but provides that it is adopting the meaning
of the term “employee,” which is a much broader concept.”)
23
Art. X, s. 24(b), Fla. Const.
24
Art. X, s. 24(f), Fla. Const.
25 29 U.S.C. §203.
26 E.g., Benjamin v. B & H Educ., Inc., --- F.3d ---, 2017 WL 6460087, at *4-5 (9th Cir. Dec. 19, 2017); Glatt v. Fox Searchlight
Pictures, Inc., 811 F.3d 528, 536-37 (2d Cir. 2016); Schumann v. Collier Anesthesia, P.A., 803 F.3d 1199, 1211-12 (11th Cir.
2015); see also Walling v. Portland Terminal Co., 330 U.S. 148, 152-53 (1947); Solis v. Laurelbrook Sanitarium & Sch., Inc., 642
F.3d 518, 529 (6th Cir. 2011).
27 Schumann v. Collier Anesthesia, PA, 803 F.3d 1199 (11th Cir. 2015) (Adopting a modified version of the "primary
beneficiary" test, which examines the "economic reality" of the relationship between the intern and employer to determine
who benefits most.)
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
4
The extent to which the intern and the employer clearly understand that there is no expectation of
compensation. Any promise of compensation, express or implied, suggests that the intern is an employee—
and vice versa.
The extent to which the internship provides training that would be similar to that which would be given in
an educational environment, including the clinical and other hands-on training provided by educational
institutions.
The extent to which the internship is tied to the intern’s formal education program by integrated
coursework or the receipt of academic credit.
The extent to which the internship accommodates the intern’s academic commitments by corresponding to
the academic calendar.
The extent to which the internship’s duration is limited to the period in which the internship provides the
intern with beneficial learning.
The extent to which the intern’s work complements, rather than displaces, the work of paid employees
while providing significant educational benefits to the intern.
The extent to which the intern and the employer understand that the internship is conducted without
entitlement to a paid job at the conclusion of the internship.
Courts have described the “primary beneficiary test” as a flexible test, and no single factor is determinative.
Accordingly, whether an intern or student is an employee under the FLSA necessarily depends on the unique
circumstances of each case.
If analysis of these circumstances reveals that an intern or student is actually an employee, then he or she is
entitled to both minimum wage and overtime pay under the FLSA. On the other hand, if the analysis confirms that
the intern or student is not an employee, then he or she is not entitled to either minimum wage or overtime pay
under the FLSA.
Florida Minimum Wage Act
The Act implements the minimum wage provisions in the Florida Constitution.28 The Act designates the
Department of Commerce (DC) as the state agency that implements the minimum wage requirements, establishes
procedures with respect to civil actions alleging violations, and provides that it is the exclusive remedy under state
law for violations of Section 24.29
The Act provides that, effective May 2, 2005, employers are required to pay employees a minimum wage at an
hourly rate of $6.15 for all hours worked in Florida. Only those individuals entitled to receive the federal minimum
wage under the FLSA and its implementing regulations are eligible to receive the state minimum wage pursuant to
the Florida Constitution and this statute. The provisions of ss. 213 and 214 of the federal FLSA, as interpreted by
applicable federal regulations and implemented by the Secretary of Labor, are incorporated by reference.30
The Act requires DEO to calculate an adjusted state minimum wage rate and requires the Department of Revenue
(DOR) and DEO to annually publish the amount of the adjusted state minimum wage and the effective date on their
websites. The Act authorizes persons to file a complaint or inform any person of his or her potential rights
pursuant to Section 24 regarding unpaid wages.31 The Act also authorizes the Attorney General (AG) to bring a civil
action to enforce these provisions. The AG may seek injunctive relief, and for willful violations, may seek to impose
a fine of $1,000 per violation, payable to the state.32
As it relates to the federal minimum wage and the FLSA, the Act specifies that:33
Only those individuals entitled to receive the federal minimum wage under the FSLA, and its
implementing regulations, are eligible to receive the state minimum wage; and
28
Ch. 2005-353, Laws of Fla., codified in s. 448.110, F.S.
29
S. 448.110(10), F.S. HB 5 (2023) renames the Department of Economic Opportunity as the Department of Commerce; SB 82
(2024), section 220, makes this conforming change in the Florida Minimum Wage Act.
30
S. 448.110(3), F.S.
31
S. 448.110(6), F.S.
32
S. 448.110(7), F.S.
33
S. 448.110(3), F.S.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
5
Provisions related to federal minimum wage exemptions in the FLSA are considered incorporated
in the Act.
RECENT LEGISLATION:
YEAR BILL # HOUSE SPONSOR(S) SENATE SPONSOR OTHER INFORMATION
2024 CS/CS/HB 433 Esposito Trumbull Became law on July 1, 2024
and implementation began on
September 30, 2026.
BILL HISTORY
STAFF
DIRECTOR/ ANALYSIS
COMMITTEE REFERENCE ACTION DATE POLICY CHIEF PREPARED BY
Industries & Professional Activities 10 Y, 5 N 3/12/2025 Anstead Thompson
Subcommittee
Careers & Workforce 12 Y, 4 N, As CS 3/25/2025 Kiner Kiner
Subcommittee
THE CHANGES ADOPTED BY THE Clarified the employee’s decision to opt-out must be voluntary and that
COMMITTEE: an employer may not coerce an employee to opt-out or condition an
offer of employment on the employee’s decision to opt-out.
Clarified the opt-out provision applies to the state minimum wage only
and that an employer must pay an employee at or above the federal
minimum wage.
Included a provision requiring parental consent for an employee
younger than 18 years of age to opt-out of the state minimum wage.
Included a provision limiting an employee’s opt-out to the first 12
months after the date his or her employment begins.
Included a severability clause.
Commerce Committee Hamon Thompson
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THIS BILL ANALYSIS HAS BEEN UPDATED TO INCORPORATE ALL OF THE CHANGES DESCRIBED ABOVE.
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6
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
CS/HB 541 2025
1 A bill to be entitled
2 An act relating to minimum wage requirements; amending
3 s. 448.110, F.S.; providing that an employer is not
4 subject to state minimum wage requirements for
5 specified employees; authorizing employees to
6 voluntarily opt out of the state minimum wage
7 requirements by signing a waiver; prohibiting an
8 employer from taking certain actions; requiring a
9 parent or guardian to sign the waiver on the
10 employee's behalf if the employee is a minor;
11 requiring employers to pay an employee at or above the
12 federal minimum wage; providing that an employee's
13 waiver to opt out of the state minimum wage is only
14 valid for a specified timeframe; providing
15 severability; providing an effective date.
16
17 Be It Enacted by the Legislature of the State of Florida:
18
19 Section 1. Subsection (3) of section 448.110, Florida
20 Statutes, is amended to read:
21 448.110 State minimum wage; annual wage adjustment;
22 enforcement.—
23 (3)(a) Employers shall pay employees a minimum wage at an
24 hourly rate of $6.15 for all hours worked in Florida. Only those
25 individuals entitled to receive the federal minimum wage under
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CS/HB 541 2025
26 the federal Fair Labor Standards Act, as amended, and its
27 implementing regulations shall be eligible to receive the state
28 minimum wage pursuant to s. 24, Art. X of the State Constitution
29 and this section. The provisions of ss. 213 and 214 of the
30 federal Fair Labor Standards Act, as interpreted by applicable
31 federal regulations and implemented by the Secretary of Labor,
32 are incorporated herein.
33 (b) An employer is not subject to the state minimum wage
34 requirements of this section for an employee who is in a
35 structured work-study, internship, preapprenticeship, or other
36 similar work-based learning opportunity and who opts out of
37 receiving the minimum wage.
38 (c) An employee may opt out of receiving the state minimum
39 wage by voluntarily signing a waiver of his or her right to the
40 state minimum wage established under this subsection. The waiver
41 must state that the employee acknowledges his or her right to
42 the state minimum wage pursuant to s. 24, Art. X of the State
43 Constitution and this section and that the employee is knowingly
44 and voluntarily choosing to receive a lesser amount for his or
45 her work-based learning opportunity as described in paragraph
46 (b). An employer may not coerce an employee to opt out or
47 condition an offer of employment on the employee's opting out.
48 If the employee is younger than 18 years of age, the employee's
49 parent or guardian must sign the waiver on behalf of the
50 employee.
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CS/HB 541 2025
51 (d) Except as provided in paragraphs (b) and (c), an
52 employer must pay an employee a wage at or above the federal
53 minimum wage.
54 (e) An employee's waiver to opt out of the state minimum
55 wage under this subsection is only valid for 12 months after the
56 date his or her employment with the employer begins. Thereafter,
57 the employee must be paid at or above the state minimum wage
58 regardless of his or her position or job title with the
59 employer.
60 (f) If any provision of this subsection or its application
61 to any person or circumstance is held invalid, that provision or
62 its application is severable and does not affect the validity of
63 the other provisions or applications of this subsection.
64 Section 2. This act shall take effect July 1, 2025.
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COMMERCE COMMITTEE
CS/HB 541 by Rep. Chamberlin
Minimum Wage Requirements
AMENDMENT SUMMARY
April 7, 2025
Amendment 1 by Rep. Chamberlin (lines 37-50):
• Prohibits the work-based learning opportunities in the bill from lasting more than 9
months or two semesters.
• Limits the length of the waiver of the right to the state minimum wage to only 9 months
from the date of employment.
• Removes from the bill the prohibition of employers from conditioning a job offer on the
employee opting out of the state minimum wage.
• Clarifies the parental signature requirement for waivers for minors.
COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. CS/HB 541 (2025)
Amendment No. 1
COMMITTEE/SUBCOMMITTEE ACTION
ADOPTED (Y/N)
ADOPTED AS AMENDED (Y/N)
ADOPTED W/O OBJECTION (Y/N)
FAILED TO ADOPT (Y/N)
WITHDRAWN (Y/N)
OTHER
1 Committee/Subcommittee hearing bill: Commerce Committee
2 Representative Chamberlin offered the following:
3
4 Amendment (with title amendment)
5 Remove lines 37-55 and insert:
6 receiving the minimum wage. However, such work-based learning
7 opportunity may not last more than 9 months or 2 full-time
8 semesters consisting of at least 15 credit hours each.
9 (c) An employee may opt out of receiving the state minimum
10 wage by voluntarily signing a waiver of his or her right to the
11 state minimum wage established under this subsection. The waiver
12 must state that the employee acknowledges his or her right to
13 the state minimum wage pursuant to s. 24, Art. X of the State
14 Constitution and this section and that the employee is knowingly
15 and voluntarily choosing to receive a lesser amount for his or
16 her work-based learning opportunity as described in paragraph
070227 - h0541-lines 37-55.docx
Published On: 4/4/2025 5:19:14 PM
Page 1 of 2
COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. CS/HB 541 (2025)
Amendment No. 1
17 (b). An employer may not coerce an employee to opt out of
18 receiving the state minimum wage. If the employee is younger
19 than 18 years of age, in order for the waiver to be effective,
20 the employee's parent or guardian must have agreed and signed
21 the waiver on behalf of the employee at the minor employee’s
22 request.
23 (d) Except as provided in paragraphs (b) and (c), an
24 employer must pay an employee a wage at or above the federal
25 minimum wage.
26 (e) An employee's waiver to opt out of the state minimum
27 wage under this subsection is only valid for 9 months after the
28
29 -----------------------------------------------------
30 T I T L E A M E N D M E N T
31 Remove lines 5-10 and insert:
32 specified employees; specifying certain timeframes;
33 authorizing employees to voluntarily opt out of the
34 state minimum wage requirements by signing a waiver;
35 prohibiting an employer from coercing an employee from
36 opting out of the state minimum wage; authorizing a
37 parent or guardian to agree and sign the waiver at the
38 minor employee’s request;
070227 - h0541-lines 37-55.docx
Published On: 4/4/2025 5:19:14 PM
Page 2 of 2
HB 703
FLORIDA HOUSE OF REPRESENTATIVES
BILL ANALYSIS
This bill analysis was prepared by nonpartisan committee staff and does not constitute an official statement of legislative intent.
BILL #: HB 703 COMPANION BILL: CS/SB 818 (McClain)
TITLE: Utility Relocation LINKED BILLS: None
SPONSOR(S): Robinson, W. RELATED BILLS: None
Committee References
Economic Infrastructure Commerce
18 Y, 0 N
SUMMARY
Effect of the Bill:
The bill modifies the process under which utility owners must relocate facilities located in a public right-of-way by:
Requiring utility owners, within 30 days after written notice from a public right-of-way authority, to submit
a “reasonable” schedule for relocation of their facilities located within the right-of-way;
Extending the time allowed for utility owners to begin relocation work from 30 days to 60 days; and
For relocation of utilities used to provide broadband Internet, cable, and video service, shifting cost
responsibility from the utility owner to the right-of-way authority that requires such relocation.
Fiscal or Economic Impact:
The bill will have an indeterminate but likely significant negative impact on state and local government
expenditures.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
ANALYSIS
EFFECT OF THE BILL:
The bill modifies the process under which utilities located within the right-of-way (ROW) limits of any public road
or publicly owned rail corridor must be relocated upon request of the government entity that has jurisdiction and
control over the road or rail corridor. These government entities, referred to as “authorities,” include the
Department of Transportation and local governments.
Specifically, the bill requires a utility owner, within 30 days after written notice from an authority that the utility is
interfering with the use, maintenance, improvement, extension, or expansion of a public road or rail corridor, to
provide the authority with a reasonable relocation schedule to expedite completion of the authority’s construction
of maintenance project. The bill extends the time allowed for a utility owner to initiate work to alleviate the
interference from 30 days after written notice to 60 days after written notice from the authority.
The bill also creates an exception to the general requirement that the utility owner is responsible for the expense
of relocating its utilities. If an authority requires a provider of broadband Internet1, cable, or video service2 to
relocate a utility used to provide such service, the bill provides that the utility owner must perform the necessary
work but that the authority must pay the entire expense attributable to the work. (Section 1)
The bill amends a cross-reference to conform to these changes. (Section 2)
1 The bill provides that “broadband Internet service” has the same meaning as provided in s. 288.9961(2), F.S., which defines
the term as “a service that offers a connection to the Internet with a capacity for transmission at a consistent speed of at least
25 megabits per second downstream and 3 megabits per second upstream.”
2 The bill provides that “cable service provider” and “video service provider” have the same meaning as provided in s, 610.103,
F.S.
STORAGE NAME: h0703b.COM
DATE: 4/4/2025
1
The effective date of the bill is July 1, 2025. (Section 3)
FISCAL OR ECONOMIC IMPACT:
STATE GOVERNMENT:
The bill will have an indeterminate but likely significant negative impact on state government expenditures
associated with transportation projects due to the transfer of cost responsibility for relocation of broadband
Internet, cable, and video service facilities located within the right-of-way limits of roads and rail corridors under
the jurisdiction and control of the Department of Transportation.3
LOCAL GOVERNMENT:
The bill will have an indeterminate but likely significant negative impact on local government expenditures
associated with transportation projects due to the transfer of cost responsibility for relocation of broadband
Internet, cable, and video service facilities located within the right-of-way limits of roads and rail corridors under
the jurisdiction and control of local government entities.
PRIVATE SECTOR:
The bill will eliminate facility relocation costs for providers of broadband Internet, cable, and video service when
such facilities are located within the right-of-way limits of roads and rail corridors under the jurisdiction and
control of the Department of Transportation or a local government entity.
RELEVANT INFORMATION
SUBJECT OVERVIEW:
Utility Use of the Public Right-of-Way
The Department of Transportation (DOT) and each local government that has jurisdiction and control of public
roads or publicly owned rail corridors is authorized to prescribe and enforce reasonable rules or regulations
related to placing and maintaining utility facilities across, on, or within the right-of-way (ROW) limits of any road
or publicly owned rail corridors under its jurisdiction. Each of these types of government entities is individually
referred to as an “authority” when acting in this capacity.4
Each ROW authority may authorize any person who is a resident of this state, or any corporation organized under
the laws of this state or licensed to do business within this state, to use a public ROW for a utility in accordance
with the authority’s rules or regulations. For purposes of obtaining such use, a “utility” includes:
Electric transmission lines
Voice, telegraph, data, or other communications services lines
Wireless facilities
Poles and pole lines
Railways
Ditches
Sewers
Water, heat, or gas mains
Pipelines
Fences
Gasoline tanks and pumps
Any other structures referred to in ss. 337.401–337.404, F.S.5
3 An agency analysis of this bill was requested from the Department of Transportation on March 4, 2025, and as of the date of
publication has not been received.
4 S. 337.401(1), F.S.
5 Id.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
2
A utility may not be installed, located, or relocated within a public ROW unless authorized by a written permit.
However, for public roads or publicly owned rail corridors under DOT’s jurisdiction, a utility relocation schedule
and relocation agreement may be executed in lieu of a written permit.6
If a public ROW authority finds that a utility placed within the ROW limits of a public road or publicly owned rail
corridor is unreasonably interfering in any way with the use, maintenance, improvement, extension, or expansion
of the road or rail corridor, it must notify the utility or its agent in writing. Within 30 days of such notice, the utility
owner must initiate the work necessary to alleviate the interference at its own expense.7 The work must be
completed within a reasonable time as stated in the notice or a time agreed to by the authority and utility owner.8
Additional Relevant Information
Art. VII, s. 18(a), of the Florida Constitution states that a county or municipality is not bound by a general law that
requires the county or municipality to spend funds or to take an action requiring the expenditure of funds unless
the legislature has determined that such law fulfills an important state interest and:
Funds are appropriated to cover the estimated expenditure;
The legislature provides authority for the county or municipality, by a simply majority vote, to enact a
funding source not available for such county or municipality on February 1, 1989, that can be used to
generate funds to cover the estimated expenditure;
The law requiring the expenditure is approved by two-thirds of the membership in each house of the
legislature;
The expenditure is required to comply with a law that applies to all persons similarly situated, including
the state and local governments; or
The law is required to comply with a federal requirement or required for eligibility for a federal
entitlement, which federal requirement specifically contemplates actions by counties or municipalities for
compliance.
BILL HISTORY
STAFF
DIRECTOR/ ANALYSIS
COMMITTEE REFERENCE ACTION DATE POLICY CHIEF PREPARED BY
Economic Infrastructure 18 Y, 0 N 3/12/2025 Keating Bauldree
Subcommittee
Commerce Committee Hamon Bauldree
6 S. 337.401(2), F.S.
7 S. 337.401(1), F.S. This law provides a list of specific scenarios in which responsibility for relocation expenses is modified.
8 Id.
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3
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
HB 703 2025
1 A bill to be entitled
2 An act relating to utility relocation; amending s.
3 337.403, F.S.; requiring utility owners to provide a
4 certain authority with utility relocation schedules
5 within a certain timeframe to expedite work; revising
6 the timeframe within which a utility owner must
7 initiate work; requiring a service provider to perform
8 work under specific circumstances; requiring the
9 authority to pay relocation expenses in certain
10 instances; amending s. 125.42, F.S.; conforming a
11 cross-reference; providing an effective date.
12
13 Be It Enacted by the Legislature of the State of Florida:
14
15 Section 1. Subsection (1) of section 337.403, Florida
16 Statutes, is amended to read:
17 337.403 Interference caused by utility; expenses.—
18 (1) If a utility that is placed upon, under, over, or
19 within the right-of-way limits of any public road or publicly
20 owned rail corridor is found by the authority to be unreasonably
21 interfering in any way with the convenient, safe, or continuous
22 use, or the maintenance, improvement, extension, or expansion,
23 of such public road or publicly owned rail corridor, the utility
24 owner shall, within 30 days after upon 30 days' written notice
25 to the utility or its agent by the authority, provide the
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26 authority a reasonable utility relocation schedule to expedite
27 the completion of the authority's construction or maintenance
28 project identified in the notice, and, within 60 days after the
29 written notice from the authority, initiate the work necessary
30 to alleviate the interference at its own expense except as
31 provided in paragraphs (a)-(k) (a)-(j). The work must be
32 completed within such reasonable time as stated in the notice or
33 such time as agreed to by the authority and the utility owner.
34 (a) If the relocation of utility facilities, as referred
35 to in s. 111 of the Federal-Aid Highway Act of 1956, Pub. L. No.
36 84-627, is necessitated by the construction of a project on the
37 federal-aid interstate system, including extensions thereof
38 within urban areas, and the cost of the project is eligible and
39 approved for reimbursement by the Federal Government to the
40 extent of 90 percent or more under the Federal-Aid Highway Act,
41 or any amendment thereof, then in that event the utility owning
42 or operating such facilities shall perform any necessary work
43 upon notice from the department, and the state shall pay the
44 entire expense properly attributable to such work after
45 deducting therefrom any increase in the value of a new facility
46 and any salvage value derived from an old facility.
47 (b) When a joint agreement between the department and the
48 utility is executed for utility work to be accomplished as part
49 of a contract for construction of a transportation facility, the
50 department may participate in those utility work costs that
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51 exceed the department's official estimate of the cost of the
52 work by more than 10 percent. The amount of such participation
53 is limited to the difference between the official estimate of
54 all the work in the joint agreement plus 10 percent and the
55 amount awarded for this work in the construction contract for
56 such work. The department may not participate in any utility
57 work costs that occur as a result of changes or additions during
58 the course of the contract.
59 (c) When an agreement between the department and utility
60 is executed for utility work to be accomplished in advance of a
61 contract for construction of a transportation facility, the
62 department may participate in the cost of clearing and grubbing
63 necessary to perform such work.
64 (d) If the utility facility was initially installed to
65 exclusively serve the authority or its tenants, or both, the
66 authority shall bear the costs of the utility work. However, the
67 authority is not responsible for the cost of utility work
68 related to any subsequent additions to that facility for the
69 purpose of serving others. For a county or municipality, if such
70 utility facility was installed in the right-of-way as a means to
71 serve a county or municipal facility on a parcel of property
72 adjacent to the right-of-way and if the intended use of the
73 county or municipal facility is for a use other than
74 transportation purposes, the obligation of the county or
75 municipality to bear the costs of the utility work shall extend
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76 only to utility work on the parcel of property on which the
77 facility of the county or municipality originally served by the
78 utility facility is located.
79 (e) If, under an agreement between a utility and the
80 authority entered into after July 1, 2009, the utility conveys,
81 subordinates, or relinquishes a compensable property right to
82 the authority for the purpose of accommodating the acquisition
83 or use of the right-of-way by the authority, without the
84 agreement expressly addressing future responsibility for the
85 cost of necessary utility work, the authority shall bear the
86 cost of removal or relocation. This paragraph does not impair or
87 restrict, and may not be used to interpret, the terms of any
88 such agreement entered into before July 1, 2009.
89 (f) If the utility is an electric facility being relocated
90 underground in order to enhance vehicular, bicycle, and
91 pedestrian safety and in which ownership of the electric
92 facility to be placed underground has been transferred from a
93 private to a public utility within the past 5 years, the
94 department shall incur all costs of the necessary utility work.
95 (g) An authority may bear the costs of utility work
96 required to eliminate an unreasonable interference when the
97 utility is not able to establish that it has a compensable
98 property right in the particular property where the utility is
99 located if:
100 1. The utility was physically located on the particular
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101 property before the authority acquired rights in the property;
102 2. The utility demonstrates that it has a compensable
103 property right in adjacent properties along the alignment of the
104 utility or, after due diligence, certifies that the utility does
105 not have evidence to prove or disprove that it has a compensable
106 property right in the particular property where the utility is
107 located; and
108 3. The information available to the authority does not
109 establish the relative priorities of the authority's and the
110 utility's interests in the particular property.
111 (h) If a municipally owned utility or county-owned utility
112 is located in a rural area of opportunity, as defined in s.
113 288.0656(2), and the department determines that the utility is
114 unable, and will not be able within the next 10 years, to pay
115 for the cost of utility work necessitated by a department
116 project on the State Highway System, the department may pay, in
117 whole or in part, the cost of such utility work performed by the
118 department or its contractor.
119 (i) If the relocation of utility facilities is
120 necessitated by the construction of a commuter rail service
121 project or an intercity passenger rail service project and the
122 cost of the project is eligible and approved for reimbursement
123 by the Federal Government, then in that event the utility owning
124 or operating such facilities located by permit on a department-
125 owned rail corridor shall perform any necessary utility
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126 relocation work upon notice from the department, and the
127 department shall pay the expense properly attributable to such
128 utility relocation work in the same proportion as federal funds
129 are expended on the commuter rail service project or an
130 intercity passenger rail service project after deducting
131 therefrom any increase in the value of a new facility and any
132 salvage value derived from an old facility. In no event shall
133 the state be required to use state dollars for such utility
134 relocation work. This paragraph does not apply to any phase of
135 the Central Florida Commuter Rail project, known as SunRail.
136 (j) If a utility is lawfully located within an existing
137 and valid utility easement granted by recorded plat, regardless
138 of whether such land was subsequently acquired by the authority
139 by dedication, transfer of fee, or otherwise, the authority must
140 bear the cost of the utility work required to eliminate an
141 unreasonable interference. The authority shall pay the entire
142 expense properly attributable to such work after deducting any
143 increase in the value of a new facility and any salvage value
144 derived from an old facility.
145 (k) If the authority requires a provider of broadband
146 Internet service as defined in s. 288.9961(2), or a cable
147 service provider or video service provider as defined in s.
148 610.103, to relocate a facility used to provide such service,
149 the service provider owning or operating such facility shall
150 perform any necessary work upon notice from the authority, and
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151 the authority requiring such relocation shall pay the entire
152 expense properly attributable to such work.
153 Section 2. Subsection (5) of section 125.42, Florida
154 Statutes, is amended to read:
155 125.42 Water, sewage, gas, power, telephone, other
156 utility, and television lines within the right-of-way limits of
157 county roads and highways.—
158 (5) In the event of widening, repair, or reconstruction of
159 any such road, the licensee shall move or remove such water,
160 sewage, gas, power, telephone, and other utility lines and
161 television lines at no cost to the county should they be found
162 by the county to be unreasonably interfering, except as provided
163 in s. 337.403(1)(d)-(k) s. 337.403(1)(d)-(j).
164 Section 3. This act shall take effect July 1, 2025.
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COMMERCE COMMITTEE
HB 703 by Rep. Robinson, W.
Utility Relocation
AMENDMENT SUMMARY
April 7, 2025
Amendment 1 by Rep. Robinson, W. (strike-all):
• Expands application of the bill’s cost responsibility provisions to all providers of
communications services subject to the communications services tax.
• Applies existing provisions of the bill relating to the initiation of relocation work only to
providers of communications services.
• Provides a legislative finding of an important state interest.
COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. HB 703 (2025)
Amendment No. 1
COMMITTEE/SUBCOMMITTEE ACTION
ADOPTED (Y/N)
ADOPTED AS AMENDED (Y/N)
ADOPTED W/O OBJECTION (Y/N)
FAILED TO ADOPT (Y/N)
WITHDRAWN (Y/N)
OTHER
1 Committee/Subcommittee hearing bill: Commerce Committee
2 Representative Robinson, W. offered the following:
3
4 Amendment (with title amendment)
5 Remove everything after the enacting clause and insert:
6 Section 1. Subsection (1) of section 337.403, Florida
7 Statutes, is amended to read:
8 337.403 Interference caused by utility; expenses.—
9 (1) If a utility that is placed upon, under, over, or
10 within the right-of-way limits of any public road or publicly
11 owned rail corridor is found by the authority to be unreasonably
12 interfering in any way with the convenient, safe, or continuous
13 use, or the maintenance, improvement, extension, or expansion,
14 of such public road or publicly owned rail corridor, the utility
15 owner shall, within 30 days after upon 30 days' written notice
16 to the utility or its agent by the authority, initiate the work
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Amendment No. 1
17 necessary to alleviate the interference at its own expense
18 except as provided in paragraphs (a)-(k) (a)-(j). The work must
19 be completed within such reasonable time as stated in the notice
20 or such time as agreed to by the authority and the utility
21 owner.
22 (a) If the relocation of utility facilities, as referred
23 to in s. 111 of the Federal-Aid Highway Act of 1956, Pub. L. No.
24 84-627, is necessitated by the construction of a project on the
25 federal-aid interstate system, including extensions thereof
26 within urban areas, and the cost of the project is eligible and
27 approved for reimbursement by the Federal Government to the
28 extent of 90 percent or more under the Federal-Aid Highway Act,
29 or any amendment thereof, then in that event the utility owning
30 or operating such facilities shall perform any necessary work
31 upon notice from the department, and the state shall pay the
32 entire expense properly attributable to such work after
33 deducting therefrom any increase in the value of a new facility
34 and any salvage value derived from an old facility.
35 (b) When a joint agreement between the department and the
36 utility is executed for utility work to be accomplished as part
37 of a contract for construction of a transportation facility, the
38 department may participate in those utility work costs that
39 exceed the department's official estimate of the cost of the
40 work by more than 10 percent. The amount of such participation
41 is limited to the difference between the official estimate of
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Amendment No. 1
42 all the work in the joint agreement plus 10 percent and the
43 amount awarded for this work in the construction contract for
44 such work. The department may not participate in any utility
45 work costs that occur as a result of changes or additions during
46 the course of the contract.
47 (c) When an agreement between the department and utility
48 is executed for utility work to be accomplished in advance of a
49 contract for construction of a transportation facility, the
50 department may participate in the cost of clearing and grubbing
51 necessary to perform such work.
52 (d) If the utility facility was initially installed to
53 exclusively serve the authority or its tenants, or both, the
54 authority shall bear the costs of the utility work. However, the
55 authority is not responsible for the cost of utility work
56 related to any subsequent additions to that facility for the
57 purpose of serving others. For a county or municipality, if such
58 utility facility was installed in the right-of-way as a means to
59 serve a county or municipal facility on a parcel of property
60 adjacent to the right-of-way and if the intended use of the
61 county or municipal facility is for a use other than
62 transportation purposes, the obligation of the county or
63 municipality to bear the costs of the utility work shall extend
64 only to utility work on the parcel of property on which the
65 facility of the county or municipality originally served by the
66 utility facility is located.
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Amendment No. 1
67 (e) If, under an agreement between a utility and the
68 authority entered into after July 1, 2009, the utility conveys,
69 subordinates, or relinquishes a compensable property right to
70 the authority for the purpose of accommodating the acquisition
71 or use of the right-of-way by the authority, without the
72 agreement expressly addressing future responsibility for the
73 cost of necessary utility work, the authority shall bear the
74 cost of removal or relocation. This paragraph does not impair or
75 restrict, and may not be used to interpret, the terms of any
76 such agreement entered into before July 1, 2009.
77 (f) If the utility is an electric facility being relocated
78 underground in order to enhance vehicular, bicycle, and
79 pedestrian safety and in which ownership of the electric
80 facility to be placed underground has been transferred from a
81 private to a public utility within the past 5 years, the
82 department shall incur all costs of the necessary utility work.
83 (g) An authority may bear the costs of utility work
84 required to eliminate an unreasonable interference when the
85 utility is not able to establish that it has a compensable
86 property right in the particular property where the utility is
87 located if:
88 1. The utility was physically located on the particular
89 property before the authority acquired rights in the property;
90 2. The utility demonstrates that it has a compensable
91 property right in adjacent properties along the alignment of the
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Amendment No. 1
92 utility or, after due diligence, certifies that the utility does
93 not have evidence to prove or disprove that it has a compensable
94 property right in the particular property where the utility is
95 located; and
96 3. The information available to the authority does not
97 establish the relative priorities of the authority's and the
98 utility's interests in the particular property.
99 (h) If a municipally owned utility or county-owned utility
100 is located in a rural area of opportunity, as defined in s.
101 288.0656(2), and the department determines that the utility is
102 unable, and will not be able within the next 10 years, to pay
103 for the cost of utility work necessitated by a department
104 project on the State Highway System, the department may pay, in
105 whole or in part, the cost of such utility work performed by the
106 department or its contractor.
107 (i) If the relocation of utility facilities is
108 necessitated by the construction of a commuter rail service
109 project or an intercity passenger rail service project and the
110 cost of the project is eligible and approved for reimbursement
111 by the Federal Government, then in that event the utility owning
112 or operating such facilities located by permit on a department-
113 owned rail corridor shall perform any necessary utility
114 relocation work upon notice from the department, and the
115 department shall pay the expense properly attributable to such
116 utility relocation work in the same proportion as federal funds
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Amendment No. 1
117 are expended on the commuter rail service project or an
118 intercity passenger rail service project after deducting
119 therefrom any increase in the value of a new facility and any
120 salvage value derived from an old facility. In no event shall
121 the state be required to use state dollars for such utility
122 relocation work. This paragraph does not apply to any phase of
123 the Central Florida Commuter Rail project, known as SunRail.
124 (j) If a utility is lawfully located within an existing
125 and valid utility easement granted by recorded plat, regardless
126 of whether such land was subsequently acquired by the authority
127 by dedication, transfer of fee, or otherwise, the authority must
128 bear the cost of the utility work required to eliminate an
129 unreasonable interference. The authority shall pay the entire
130 expense properly attributable to such work after deducting any
131 increase in the value of a new facility and any salvage value
132 derived from an old facility.
133 (k) If the authority requires a provider of communications
134 services that are subject to the Communications Services Tax
135 Simplification Law of chapter 202 to relocate a facility used to
136 provide such communications services, upon written notice by the
137 authority of such a need to relocate facilities, the
138 communications service provider owning or operating such
139 facility shall provide the authority a reasonable utility
140 relocation schedule to expedite the completion of the
141 authority’s construction or maintenance project identified in
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Amendment No. 1
142 the notice, and, within 60 days after the written notice from
143 the authority, initiate any necessary work. The authority
144 requiring such relocation shall pay the entire expense properly
145 attributable to such work.
146 Section 2. Subsection (5) of section 125.42, Florida
147 Statutes, is amended to read:
148 125.42 Water, sewage, gas, power, telephone, other
149 utility, and television lines within the right-of-way limits of
150 county roads and highways.—
151 (5) In the event of widening, repair, or reconstruction of
152 any such road, the licensee shall move or remove such water,
153 sewage, gas, power, telephone, and other utility lines and
154 television lines at no cost to the county should they be found
155 by the county to be unreasonably interfering, except as provided
156 in s. 337.403(1)(d)-(k) s. 337.403(1)(d)-(j).
157 Section 3. The Legislature finds and declares that this
158 act fulfills an important state interest.
159 Section 4. This act shall take effect July 1, 2025.
160
161 -----------------------------------------------------
162 T I T L E A M E N D M E N T
163 Remove everything before the enacting clause and insert:
164 An act relating to utility relocation; amending s.
165 337.403, F.S.; revising the timeframe within which
166 certain utility owners must initiate work; requiring a
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Amendment No. 1
167 communications service provider to perform work under
168 specific circumstances; requiring specified utility
169 owners to provide a certain authority with utility
170 relocation schedules within a certain timeframe to
171 expedite work; requiring the authority to pay
172 relocation expenses in certain instances; amending s.
173 125.42, F.S.; conforming a cross-reference; providing
174 a finding and declaration of important state interest;
175 providing an effective date.
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CS/HB 867
FLORIDA HOUSE OF REPRESENTATIVES
BILL ANALYSIS
This bill analysis was prepared by nonpartisan committee staff and does not constitute an official statement of legislative intent.
BILL #: CS/HB 867 COMPANION BILL: CS/SB 916 (Rodriguez)
TITLE: Indemnification and Insurance Obligations of LINKED BILLS: None
Commuter Rail Transportation Providers RELATED BILLS: None
SPONSOR(S): Lopez, V.
Committee References
Economic Infrastructure Civil Justice & Claims Commerce
18 Y, 0 N, As CS 13 Y, 0 N
SUMMARY
Effect of the Bill:
The bill establishes the Coastal Link Commuter Rail Service Act. Under the bill, a state, county, municipality, district,
authority, or other separate unit of government that has entered into an agreement with Brightline to operate
commuter rail service on the Coastal Link corridor may assume indemnification and insurance obligations in
certain circumstances. Thus, the bill provides a legal framework for suits involving incidents which arise from
commuter rail services along the Coastal Link Corridor.
Fiscal or Economic Impact:
None.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
ANALYSIS
EFFECT OF THE BILL:
The bill creates s. 343.811, F.S., referred to as the Coastal Link Commuter Rail Service Act. Under the bill, a state,
county, municipality, district, authority, or other separate unit of government that has entered into an agreement
with Brightline to operate commuter rail service on the Coastal Link corridor may assume indemnification and
insurance obligations in certain circumstances. (Section 1).
Assumption of Obligations
The bill provides that in association with the development or operation of a commuter rail service on the Coastal
Link corridor, an agency may assume certain obligations.
The bill states that an agency may assume obligations by contract to protect, defend, indemnify, and hold harmless
both Florida East Coast Railway (FECR), Brightline, and either entity’s officers, agents, and employees from and
against:
Any liability, cost, and expense, including, but not limited to, the agency’s passengers and other rail corridor
invitees on the Coastal Link corridor, regardless of whether the loss, damage, destruction, injury, or death
is caused in whole or in part by the fault, failure, negligence, misconduct, nonfeasance, or misfeasance of
such freight rail operator or Brightline, its successors, or its officer, agents, and employees, or any other
person.
Any loss, injury, or damages incurred by other rail corridor invitees up to a self-insurance retention
amount of $5 million with respect to limited covered accidents caused by the agency. (Section 2).
STORAGE NAME: h0867d.COM
DATE: 4/4/2025
1
The bill provides that an agency may not contract to assume liability in any instance that exceeds the following
parameters of allocation of risk:
The agency may be solely responsible for any loss, injury, or damage to the agency’s passengers, or rail
corridor invitees, third parties, or trespassers, regardless of circumstances or cause, subject to the other
provisions of the bill.
In the event of a limited covered accident caused by FECR or Brightline, the authority of an agency to
protect, defend, and indemnify FECR or Brightline for all liability, cost, and expense, including punitive or
exemplary damages, in excess of the self-insurance retention amount exists only if FECR or Brightline
agrees, with respect to such accident, to protect, defend, and indemnify the agency for the amount of the
self-insurance retention amount. (Section 2).
Under the bill, when only one train is involved in an incident, including an incident with trespassers or at-grade
crossings, and the train is an agency train, the agency may be solely responsible for any loss, injury, or damage.
When only one train is involved in an incident and the train belongs to either FECR or Brightline, the owning entity
is solely responsible for any loss, injury, or damage, except for the agency’s passengers and other rail corridor
invitees, which are the responsibility of the agency. The entity’s passengers and other rail corridor invitees are the
responsibility of the entity. (Section 2).
The bill states that when an incident involves more than one operator, each operator is responsible for:
Its property, passengers, employees (excluding employees who are, at the time of the incident, rail corridor
invitees of another operator), and other rail corridor invitees.
Its proportionate share of any loss or damage to the joint infrastructure.
Its proportionate share of any loss, injury, or damage to rail corridor invitees who are not rail corridor
invitees of operators1 and trespassers or third parties outside the Coastal Link corridor as a result of the
incident. (Section 2).
Under the bill, any contractual duty of an agency to protect, defend, indemnify, and hold harmless FECR or
Brightline with respect to claims by rail passengers must expressly include a cap which may not exceed $323
million per occurrence, unless legislative approval is provided. This amount must be adjusted in accordance with
the federal limitation on rail passenger transportation liability, 49 U.S. Code § 28103, or any successor provision.
(Section 2).
The bill states that the liabilities of the agency to the state or any other agency shall be as set forth in an agreement
among such entities and limited by s. 768.28(19), F.S. (Section 2).
Purchase of Insurance
Additionally, the bill provides that in association with the development or operation of a commuter rail service on
the Costal Link corridor, an agency may purchase liability insurance. (Section 2).
Under the bill, if an agency purchases liability insurance, the insured amount may not exceed $323 million per
occurrence. This amount will be adjusted in accordance with the aggregate allowable award to all rail passengers,
against all defendants, for all claims, including punitive damages, arising from a single accident or incident under
the federal limitation on rail passenger transportation liability, 49 U.S. Code § 28103, and any successor provisions.
(Section 2).
The bill provides that an agency may also establish a self-insurance retention fund for the purpose of paying the
deductible limit for the insurance policies the agency may obtain, including coverage for a county agency, freight
rail operators that access the Coastal Link corridor pursuant to a contract with FECR, Brightline, commuter rail
service providers, governmental entities, or any ancillary development. The bill provides that any self-insurance
retention fund or deductible may not exceed the self-insurance retention amount of $5 million. (Section 2).
1 The bill provides that the agency shall always be responsible for its passengers and its rail corridor invitees regardless of
whether the agency was involved in the incident.
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2
The bill states that if an agency elects to purchase liability insurance, such insurance and self-insurance retention
fund may provide coverage for all damages, including, but not limited to compensatory, special, and exemplary
damages. The insurance and self-insurance retention fund may be maintained to provide adequate funds to cover
claims and liabilities for loss, injury, or damage arising out of or connected with the ownership, operation,
maintenance, and management of the Coastal Link corridor. (Section 2).
Any self-insured retention account obtained in accordance with the provisions of the bill must be a segregated
account of the agency and must be subject to the same conditions, restrictions, exclusions, obligations, and duties
included in any and all of the policies of liability insurance purchased under the bill. (Section 2).
Sovereign Immunity
The bill provides that the purchase of insurance, the establishment of a self-insurance retention fund, and the
assumption by contract to protect, defend, indemnify, and hold harmless may not be deemed a waiver of any
defense of sovereign immunity for tort claims or deemed to increase the limits of the agency’s liability for tort
claims provided under current law. (Section 2).
The bill clarifies that unless specifically provided by law, FECR and Brightline, and their respective officers, agents,
and employees, are not officers, employees, or subdivisions of the state and are not entitled to sovereign
immunity. (Section 2).
Definitions Provided Under the Bill
The bill defines “agency” as a state, county, municipality, district, authority, or other separate unit of government
created or established by law which has entered into an agreement with Brightline allowing the government entity
to operate commuter rail service on the Coastal link corridor. (Section 2).
Under the bill, “Brightline” means Brightline Trains Florida, LLC, or its successors and assigns, or any of its
affiliates that is a party to an agreement with an agency in connection with the Coastal Link corridor. The bill states
that for the purposes of its status as an indemnitee, “Brightline” include Florida East Coast Dispatch, LLC. (Section
2).
The bill defines the “Coastal Link corridor” as the rail transit system, including the intercity passenger rail service
stations and vehicle maintenance facilities, located on or adjacent to the Florida East Coast Railway (FECR) and
Brightline rail corridor in Miami-Dade County, Broward County, and Palm Beach County.2 (Section 2).
Under the bill, “commuter rail service” means the operation of a train transporting passengers3 and making
frequent stops within urban areas and the immediate suburbs along the rail corridor for the purpose of
transporting passengers, including boarding and alighting and the nonrevenue movement of passenger trains for
2 The bill states that the “Coastal Link corridor” includes structures essential to railroad operations, including land, structures,
improvements, rights-of-way, easements, rail lines, rail beds, guideway structures, switches, yards, parking facilities, power
relays, switching houses, rail stations, any ancillary development, and any other facilities or equipment used for the purpose of
construction, operation, or maintenance of a railroad that provides rail service.
3 The bill states that, with respect to intercity passenger rail service or commuter rail service, “passenger” means a person,
ticketed or unticketed, using the rail service on the Costal Link corridor:
Onboard trains, locomotives, rail cars, or rail equipment employed in such intercity passenger rail service or
commuter rail service or boarding or alighting therefrom;
On or about the Coastal Link corridor for any purpose related to such intercity passenger rail service or commuter rail
service, including parking or purchasing tickets therefor and coming to, waiting for, and leaving from locomotives, rail
cars, or rail equipment; or
Meeting, assisting, or in the company of a person described in subparagraph 1. or subparagraph 2.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
3
storage, maintenance, or repairs. The bill states that the term does not include the operation of trains by Brightline
transporting passengers in intercity passenger rail service between Brightline stations4. (Section 2).
Under the bill, “FECR” means the Florida East Coast Railway, LLC, or its successors and assigns. For the purposes of
its status as an indemnitee, the term "FECR" includes Florida East Coast Dispatch, LLC, or its successors and
assigns. (Section 2).
The bill defines “intercity passenger rail service” as all passenger service on the Coastal Link corridor other than
commuter rail service and is characterized by trains making less frequent stops along the Coastal Link corridor
that the commuter rail service makes. (Section 2).
Under the bill, “joint infrastructure” means any portion or segment of the Coastal Link corridor which does not
contain tracks or infrastructure designated for the exclusive use of one operator.5 (Section 2).
“Limited covered accident” is defined in the bill as a collision directly between the trains, locomotives, rail cars, or
rail equipment of more than one operator on the Costal Link corridor, where the collision is caused by or arising
from the willful misconduct of one of the responsible operators6, as adjudicated pursuant to a final and
unappealable court order, or if punitive damages or exemplary damages are awarded due to the conduct of the
responsible operator, as adjudicated pursuant to a final and unappealable court order. (Section 2).
Under the bill, the term “operator” includes:
Brightline, including any passenger rail operators that access the Coastal Link corridor pursuant to a
contract with Brightline, other than an agency;
FECR, including Amtrak or any freight rail operators that access the Coastal Link corridor pursuant to a
contract with FERC;
An agency, including any commuter rail operators that access the Coastal Link corridor pursuant to a
contract with an agency; or
The South Florida Regional Transportation Authority (SFRTA), with respect to its operation contemplated
under s. 343.545, F.S. (Section 2).
The bill defines “proportionate share” as, with respect to a loss, injury, or damage for which operators share
responsibility, a percentage in proportion to the number of operators involved in the relevant incident.
When one or more agencies are jointly operating a commuter rail service, such agencies are considered a
single operator for the purposes of computing and assessing the proportionate share.
When two operators are involved in the incident, each is responsible for one-half of such loss, injury, or
damage; when three operators are involved in the incident, each is responsible for one-third, and so on.
When more than one agency shares responsibility with respect to loss, injury, or damage, each agency is
considered a separate entity for purposes of determining its proportionate share. (Section 2).
Under the bill, “rail corridor invitee” means a passenger who is on or about the Coastal Link corridor or a person
otherwise present on the Coastal Link corridor at the request of, pursuant to a contract with, or otherwise for the
purpose of doing business with or at the behest of an operator. The bill states that this term does not include
patrons at any station who are not also passengers, commercial or residential tenants at any station or the
developments in and around the stations or their invitees, or third parties performing work at a station or in the
Coastal Link corridor, including any utilities or fiber optic companies. The bill further provides that:
4 For the purpose of the “commuter rail service” definition, the bill states that “Brightline stations” means the Brightline-
owned intercity passenger rail service stations in Miami located near Aventura, Fort Lauderdale, Boca Raton, and West Palm
Beach, as well as any future stations developed by Brightline in connection with its intercity passenger rail service.
5 Train stations, including, but not limited to, pedestrian bridges, stairs, or conveyance systems, do not constitute part of the
joint infrastructure.
6 The bill states that for the purpose of the definition of “limited covered accident,” “responsible operator” means an operator
or its subsidiaries, agents, licenses, employees, officers, or directors which has caused a collision as a result of willful
misconduct.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
4
A rail corridor invitee of an agency may not be considered an invitee of Brightline or FECR.
A rail corridor invitee of Brightline or FECR may not be considered an invitee of an agency.
An employee of an operator is not a rail corridor invitee of such operator at any time the employee is a
passenger or is otherwise present on the Coastal Link corridor at the request of, pursuant to a contract
with, or otherwise for the purpose of doing business with or at the behest of another operator.
When a passenger is transferring from the service of one operator to another, the passenger is a rail
corridor invitee of the first operator until the passenger has left the first operator's platform, at which time
the passenger is then a rail corridor invitee of the other operator. (Section 2).
The bill reenacts existing law, s. 341.302(17), F.S., for the purpose of incorporating changes made by the bill.
(Section 3).
The effective date of the bill is July 1, 2025. (Section 4).
RELEVANT INFORMATION
SUBJECT OVERVIEW:
Rail Service in Florida
The Florida Department of Transportation (DOT) must develop and implement a rail program designed to ensure
its proper maintenance, safety, revitalization, and expansion to assure its continued and increased availability, and
to respond to statewide mobility needs. DOT’s statutory rail requirements include:
Providing the overall leadership, coordination, and financial and technical assistance necessary to assure
the effective responses of the state’s rail system to mobility needs.
Promoting and facilitating the implementation of advanced rail systems.
Developing and administering state standards concerning the safety and performance of rail systems.7
Most of Florida’s rail mileage is owned by freight railroads. Roughly 60 percent of the rail mileage in the state is
owned by CSX Transportation, Inc., (CSX) and Florida East Coast Railway (FECR). The remaining rail mileage in the
state is owned by Norfolk Southern Railway, short lines railroads, and the state of Florida.8
In 1988, DOT and CSX entered into an agreement whereby DOT purchased approximately 81 miles of CSX track
and right-of-way9 in order to operate commuter rail in South Florida.10 The commuter rail system, known as Tri-
Rail, operates in Miami-Dade, Broward, and Palm Beach counties.11
Brightline
Brightline Trains Florida (Brightline) is the only privately owned and operated intercity railroad in the United
States.12 Brightline operates hourly intercity passenger rail service on a 235-mile corridor between Miami and
Orlando.13 Brightline is also actively planning a further extension from Orlando to Tampa.14 As of July 2024,
7 S. 341.302, F.S.
8 Florida Rail System Plan, Executive Summary (Nov. 2023) at 3,
https://fdotwww.blob.core.windows.net/sitefinity/docs/default-source/rail/plans/rail/rail-system-plan-2023/rsp-october-
version/fdot_rsp_ch-1_ada-(nov).pdf?sfvrsn=606135b_4 (last visited Mar. 11, 2025).
9 This is commonly known as the South Florida Rail Corridor. FDOT Florida Freight & Passenger Rail Plan, 2-1 n. 1:,
https://fdotwww.blob.core.windows.net/sitefinity/docs/default-
source/rail/publications/plans/rail/06visionplan/flrail06.pdf?sfvrsn=ce111160_0 (last visited March 12, 2025).
10 Id. at 5-34.
11 Tri-Rail System Map, https://www.tri-rail.com/ (last visited March 12, 2025)
12 Brightline, About Us, https://www.gobrightline.com/about (last visited Mar. 11, 2025).
13 Florida Rail System Plan, Executive Summary (Nov. 2023) at 5,
https://fdotwww.blob.core.windows.net/sitefinity/docs/default-source/rail/plans/rail/rail-system-plan-2023/rsp-october-
version/fdot_rsp_ch-1_ada-(nov).pdf?sfvrsn=606135b_4 (last visited Mar. 11, 2025).
14 Id. at 6.
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5
Brightline offers sixteen daily round trips between South Florida and Orlando, departing from the Orlando
International Airport and ending in Miami with stops in West Palm Beach, Boca Raton, Fort Lauderdale, and
Aventura.15
Florida East Coast Railway (FECR)
FECR is a regional railroad in Florida which owns all 351-mile mainline track from Jacksonville to Miami. The
railway connects to the national railway system in Jacksonville, allowing it to provide rail service in and out of
Georgia, Tennessee, South Carolina, and North Carolina. FECR is the exclusive rail provider for Port Miami, Port
Everglades, and Port of Palm Beach.16
Coastal Link Commuter Rail Service
Since 2021, DOT and Broward County Transit have been evaluating the implementation of commuter rail along the
FECR corridor from Aventura in Miami-Dade County into Broward County. This evaluation is a direct result of a
previous study known as the “Coastal Link” that evaluated 85 miles of commuter rail in Miami-Dade, Broward, and
Palm Beach counties.17
In August 2022, the Broward County Commission adopted a Locally Preferred Alternative for Broward Commuter
Rail South (BCR South) to extend commuter rail service on the FECR corridor from Aventura north to Fort
Lauderdale. In February 2023, the Broward Metropolitan Planning Organization voted to amend its Metropolitan
Transportation Plan to include BCR South as a Priority I project within the fiscally constrained portion of the plan,
with project development funding programmed and approved by both Broward County and DOT in 2022.18
Miami-Dade County is also studying the implementation of commuter rail service in the FECR corridor from
Downtown Miami to Aventura, known as the Northeast Corridor.19 The Northeast Corridor will establish a new
rapid transit route from Miami Central Station in downtown Miami to West Aventura Station, utilizing the existing
railroad corridor shared with Brightline and freight rail services. This project will utilize Brightline’s existing
stations and add five additional stations.20
DOT Rail Liability
DOT is authorized to implement a statewide rail program.21 In the event of an accident in a DOT-owned rail
corridor, DOT may assume detailed obligations to specific parties who may be involved.22 These provisions relate
to DOT trains, the National Railroad Passenger Corporation (AMTRAK) trains, and freight trains. DOT may agree to
assume the obligations to indemnify and insure, pursuant to s. 343.545, F.S., freight rail service, intercity passenger
rail service, and commuter rail service on a DOT-owned rail corridor, whether the ownership is in fee or by
easement, or on a rail corridor where DOT has the right to operate.23
DOT's duty to indemnify a freight rail operator or Amtrak is capped at $200 million.24 DOT is required to
purchase up to $200 million in liability insurance and establish a self-insurance retention fund to cover
15 Megan Dubois, Taking the Brightline Train from Orlando to Boca Raton: Here's What It's Like, Condé Nast Traveler (July 18,
2024), https://www.cntraveler.com/story/brightline-train-orlando-to-boca-raton (last visited Mar. 11, 2025).
16 Florida East Coast Railway, Who We Are, https://fecrwy.com/ (last visited Mar. 11, 2025).
17 Florida Department of Transportation, Broward Commuter Rail South, https://www.fdot.gov/projects/broward-commuter-
rail-south/home (last visited March 11, 2025)
18 Id.
19 Id.
20 Miami-Dade County, Northeast Corridor, https://www.miamidade.gov/global/transportation/smart-plan-northeast-
corridor.page (last visited March 11, 2025).
21 S. 341.302, F.S.
22 S. 341.302(17), F.S.
23 S. 341.302(17)(d), F.S.
24 S. 341.302(17)(a)6., F.S.
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6
any deductible, provided that any parties covered under the insurance must pay a reasonable monetary
contribution to cover the cost of the insurance.25 The self-insurance fund or deductible is capped at $10
million.26 Neither the purchase of insurance nor the establishment of a self-insurance retention fund
constitutes a waiver of sovereign immunity.27
Sovereign Immunity
Sovereign immunity is a principle under which a government cannot be sued without its consent.28 Article X,
section 13 of the Florida Constitution allows the Legislature to waive this immunity. In accordance with article X,
section 13 of the Florida Constitution, Florida law allows for suits in tort against the state and its agencies and
subdivisions for damages resulting from the negligence of government employees acting in the scope of
employment.29 This liability exists only where a private person would be liable for the same conduct. The waiver of
sovereign immunity provided under s. 768.28, F.S., applies only to “injury or loss of property, personal injury, or
death caused by the negligent or wrongful act or omission of any employee of the agency or subdivision while
acting within the scope of the employee’s office or employment.”30
Section 768.28(5), F.S., caps tort recovery from a governmental entity at $200,000 per person and $300,000 per
incident.31 Although a court may enter an excess judgment, a claimant may not collect more than the caps provide,
absent a claim bill passed by the Legislature.32
Individual government employees, officers, or agents are immune from suit or liability for damages caused by any
action taken in the scope of employment, unless the damages result from the employee’s acting in bad faith, with
malicious purpose, or in a manner exhibiting wanton and willful disregard for human rights, safety, or property.33
A government entity is not liable for any damages resulting from actions by an employee outside the scope of his or
her employment and is not liable for damages resulting from actions committed by the employee in bad faith, with
malicious purpose, or in a manner exhibiting wanton and willful disregard for human rights, safety, or property.34
25 Id.
26 S. 341.302(17)(b), F.S.
27 S. 341.302(17), F.S.
28 Sovereign immunity, Legal Information Institute, https://www.law.cornell.edu/wex/sovereign_immunity (last visited Mar. 7,
2025).
29 s. 768.28(1), F.S.
30 City of Pembroke Pines v. Corrections Corp. of America, Inc., 274 So. 3d 1105, 1112 (Fla. 4th DCA 2019) (quoting s. 768.28(1),
F.S.) (internal punctuation omitted).
31 S. 768.28(5), F.S.
32 Breaux v. City of Miami Beach, 899 So. 2d 1059 (Fla. 2005).
33 S. 768.28(9)(a), F.S.
34 Id.
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Political Subdivisions
A political subdivision is a separate legal entity of the State which usually has specific governmental functions.35
Section 218.077(2)(f), F.S., defines a political subdivision as a county, municipality, department, commission,
district, board, or other public body, whether corporate or otherwise, created by or under state law. Local
governments are incorporated by special acts of the Florida Legislature and include counties, municipalities, school
districts, and special districts.36
Some examples of different types of political subdivisions of the State of Florida include, but are not limited to:
Cities;
Counties;
Municipalities;
School boards; and
Special districts established by the Legislature.
Federal Limitation on Rail Passenger Transportation Liability
In the event of conduct giving rise to a claim for damages or liability arising from or in connection with the
provision of rail passenger transportation, federal law provides a monetary cap on awards to all rail passengers.
Under 49 U.S. Code § 28103, the aggregate allowable award to all rail passengers, against all defendants, for all
claims, including punitive damages, arising from a single accident or incident may not exceed $200,000,000.37 In
2021, this cap was adjusted in accordance with inflation to $322,864,228.38
Tort Law
One of the goals of the civil justice system is to redress tortious conduct, or “torts.” A tort is a wrong for which the
law provides a remedy. Torts are generally divided into two categories, as follows:
An intentional tort, examples of which include an assault, a battery, or a false imprisonment.
Negligence, which is a tort that is unintentionally committed. To prevail in a negligence lawsuit, the party
seeking the remedy, the “plaintiff,” must demonstrate that the:
o Defendant had a legal duty of care requiring the defendant to conform to a certain standard of
conduct for the protection of others, including the plaintiff, against unreasonable risks;
o Defendant breached his or her duty of care by failing to conform to the required standard;
o Defendant’s breach caused the plaintiff to suffer an injury; and
o Plaintiff suffered actual damage or loss resulting from such injury.39
Negligence
“Negligence” is the failure to use reasonable care, which is the care that a reasonably careful person would use
under like circumstances.40 Negligence is doing something that a reasonably careful person would not do under
like circumstances or failing to do something that a reasonably careful person would do under like circumstances.41
35 Social Security Administration, How to Determine an Entity’s Legal Status,
https://www.ssa.gov/section218training/advanced_course_9.htm#3 (last visited Feb. 11, 2025).
36 Susan A. MacManus, et al, Politics in Florida, (4th ed. 2015).
37 49 U.S.C. § 28103 (1997).
38 Adjustment to Rail Passenger Transportation Liability Cap, 86 Fed. Reg. 11571 (Feb. 22, 2021) (amending 49 U.S.C. §
28103).
39 6 Florida Practice Series s. 1.1; see Barnett v. Dept. of Fin. Serv., 303 So. 3d 508 (Fla. 2020).
40 38 Fla. Jur 2d Negligence s. 1.
41 Fla. Standard Jury Instruction 401.4 at 57.
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8
Duty of Care
The first of the four elements a plaintiff must show to prevail in a negligence action is that the defendant owed the
plaintiff a "duty of care" to do something or refrain from doing something. The existence of a legal duty is a
threshold requirement that, if satisfied, “merely opens the courthouse doors.”42 Whether a duty sufficient to
support a negligence claim exists is a matter of law43 determined by the court.44 A duty may arise from various
sources, including:
Legislative enactments or administrative regulations;
Judicial interpretations of such enactments or regulations;
Other judicial precedent; and
The general facts of the case.45
In determining whether a duty arises from the general facts of the case, courts look to whether the defendant’s
conduct foreseeably created a “zone of risk” that posed a general threat of harm to others—that is, whether there
was a likelihood that the defendant’s conduct would result in the type of injury suffered by the plaintiff.46 Such
zone of risk defines the scope of the defendant’s legal duty, which is typically to either lessen the risk or ensure that
sufficient precautions are taken to protect others from the harm the risk poses.47 However, it is not enough that a
risk merely exists or that a particular risk is foreseeable; rather, the defendant’s conduct must create or control the
risk before liability may be imposed.48
Breach of the Duty of Care
The second element a plaintiff must prove is that the defendant "breached," or failed to discharge, the duty of care.
Whether a breach occurred is generally a matter of fact for the jury to determine.49
Causation
The third element a plaintiff must prove is that the defendant's breach of the duty of care "proximately caused" the
plaintiff's injury. Whether or not proximate causation exists is generally a matter of fact for the jury to determine.50
Florida follows the “more likely than not” standard in proving causation; thus, the inquiry for the factfinder is
whether the defendant’s negligence probably caused the plaintiff’s injury.51 In making such a determination, the
factfinder must analyze whether the injury was a foreseeable consequence of the danger created by the
defendant’s negligent act or omission.52 It is not required that the defendant’s conduct must be the exclusive cause,
or even the primary cause, of the plaintiff’s injury suffered; instead, the plaintiff must only show that the
defendant’s conduct substantially caused the injury.53
42 Kohl v. Kohl, 149 So. 3d 127 (Fla. 4th DCA 2014).
43 A matter of law is a matter determined by the court, unlike a matter of fact, which must be determined by the jury. Matters
of law include issues regarding a law’s application or interpretation, issues regarding what the relevant law is, and issues of
fact reserved for judges to resolve. Legal Information Institute, Question of Law,
https://www.law.cornell.edu/wex/question_of_law (last visited March 12, 2025); Legal Information Institute, Question of Fact,
https://www.law.cornell.edu/wex/Question_of_fact (last visited March 12, 2025).
44 Kohl, 149 So. 3d at 135; Goldberg v. Fla. Power & Light Co., 899 So. 2d 1110 (Fla. 2005).
45 Goldberg, 899 So. 2d at 1105 (citing Clay Elec. Co-op., Inc. v. Johnson, 873 So. 2d 1182 (Fla. 2003)).
46 Kohl, 149 So. 3d at 135 (citing McCain v. Fla. Power Corp., 593 So. 2d 500 (Fla. 1992); Whitt v. Silverman, 788 So. 2d 210 (Fla.
2001)).
47 Kohl, 149 So. 3d at 135; Whitt, 788 So. 2d at 217.
48 Bongiorno v. Americorp, Inc., 159 So. 3d 1027 (Fla. 5th DCA 2015) (citing Demelus v. King Motor Co. of Fort Lauderdale, 24 So.
3d 759 (Fla. 4th DCA 2009)).
49 Wallace v. Dean, 3 So. 3d 1035 (Fla. 2009).
50 Sanders v. ERP Operating Ltd. P’ship, 157 So. 3d 273 (Fla. 2015).
51 Ruiz v. Tenent Hialeah Healthsystem, Inc., 260 So. 3d 977 (Fla. 2018).
52 Id. at 981-982.
53 Id. at 982.
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9
Negligence is a tort that is unintentionally committed. To prevail in a lawsuit for negligence, the plaintiff (the party
seeking the remedy) must demonstrate that:
The defendant had a legal duty of care requiring the defendant to conform to a certain standard of conduct
for the protection of others, including the plaintiff, against unreasonable risks;
The defendant breached his or her duty of care by failing to conform to the required standard;
The defendant’s breach caused the plaintiff to suffer an injury; and
The plaintiff suffered actual damage or loss resulting from such injury. 54
Section 95.11(3)(a), F.S., currently provides that general actions against a private citizen or entity founded on
negligence are subject to a two-year statute of limitations.
Liability
Liability refers to the legal concept whereby a party is held legally responsible for an action. A person can be held
liable based on his or her own actions, inactions, or the actions of people or animals for which he or she is legally
responsible for.55 Generally, once a party to a lawsuit has been found to have been liable, the party will likely be
required to pay monetary damages.56 In certain cases, the party may also be required to complete specific
performance of an action; that is, the party may be ordered to fulfill his or her obligations under a contract as
closely as possible to what was originally promised in the contract.57
In the event multiple parties are legally responsible for the same thing (i.e. liable), ch. 768, Florida Statutes,
provides that each party’s individual responsibility will be determined based on the comparative fault of each
liable party. That is, a percentage of fault will be assigned to each liable party and the damages will be split
between the parties based upon the percentage of fault that was attributed to the respective party.
Damages
Compensatory Damages
Actual damages, also called compensatory damages, are damages the plaintiff actually suffered as the result of the
injury.58 Juries award compensatory damages to compensate an injured person for a defendant’s negligent acts.59
Compensatory damages consist of both:
“Economic damages,” which typically consist of financial losses that can be easily quantified, such as lost
wages, the cost to replace damaged property, or the cost of medical treatment; and
“Non-economic damages,” which typically consist of nonfinancial losses that cannot be easily quantified,
such as pain and suffering, inconvenience, physical impairment, mental anguish, disfigurement, and loss of
the capacity to enjoy life.60
Punitive or Exemplary Damages
In certain limited situations, a court may also award “punitive damages,” the purpose of which is to punish a
defendant for bad behavior and deter future bad conduct, rather than to compensate the plaintiff for a loss.61
Punitive damages are sometimes referred to as “exemplary damages,” but both terms convey the same idea; that is,
54 6 Florida Practice Series s. 1.1; see Barnett v. Dept. of Fin. Serv., 303 So. 3d 508 (Fla. 2020).
55 Cornell Law School, Legal Information Institute, Liability, https://www.law.cornell.edu/wex/liability (last visited March 21,
2025).
56 Id.
57 Id.
58 Birdsall v. Coolidge, 93 U.S. 64 (1876).
59 St. Regis Paper Co. v. Watson, 428 So. 2d 243 (Fla. 1983).
60 Cf. s. 766.202(8), F.S.
61 See ss. 768.72, 768.725, and 768.73, F.S. (providing standards and requirements for awarding punitive damages).
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extra damages awarded beyond that actually incurred by the plaintiff.62 Under Florida Law, an award of punitive
damages generally may not exceed three times the value of the compensatory damages awarded, or $500,000.63 In
order to be awarded punitive damages, a plaintiff must prove by clear and convincing evidence that he or she is
entitled to such (the burden of proof for a determination of regular, non-punitive damages is by the greater weight
of the evidence, which is a lower burden than clear and convincing evidence).64
OTHER RESOURCES:
Florida Department of Transportation, Florida Rail System Plan (2023).
BILL HISTORY
STAFF
DIRECTOR/ ANALYSIS
COMMITTEE REFERENCE ACTION DATE POLICY CHIEF PREPARED BY
IEconomic Infrastructure 18 Y, 0 N, As CS 3/12/2025 Keating Bauldree
Subcommittee
THE CHANGES ADOPTED BY THE Clarifies that Florida East Coast Railway and Brightline, and their respective
COMMITTEE: officers, agents, and employees, are not entitled to sovereign immunity, unless
specifically provided by law.
Civil Justice & Claims 13 Y, 0 N 3/27/2025 Jones Mathews
Subcommittee
Commerce Committee Keating Bauldree
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THIS BILL ANALYSIS HAS BEEN UPDATED TO INCORPORATE ALL OF THE CHANGES DESCRIBED ABOVE.
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62 Cornell Law School, Exemplary Damages, https://www.law.cornell.edu/wex/exemplary_damages (last visited March 23,
2025).
63 S. 768.73, F.S. provides for an increased limit to punitive damages under certain situations such as motivation or intent of
the defendant.
64 S. 768.725, F.S.
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
CS/HB 867 2025
1 A bill to be entitled
2 An act relating to indemnification and insurance
3 obligations of commuter rail transportation providers;
4 creating part III of ch. 343, F.S., entitled "Coastal
5 Link Commuter Rail Service Act,"; creating s. 343.811,
6 F.S.; providing a short title; providing definitions;
7 authorizing agencies, in conjunction with the
8 operation of certain commuter rail services, to assume
9 certain indemnification and insurance obligations,
10 subject to certain requirements; providing
11 construction; reenacting s. 341.302(17)(d), F.S.,
12 relating to the rail program and duties and
13 responsibilities of the Department of Transportation,
14 to incorporate the enactment of part III of ch. 343,
15 F.S., in a reference thereto; providing an effective
16 date.
17
18 Be It Enacted by the Legislature of the State of Florida:
19
20 Section 1. Part III of chapter 343, Florida Statutes,
21 consisting of section 343.811, is created and entitled "Coastal
22 Link Commuter Rail Service Act."
23 Section 2. Section 343.811, Florida Statutes, is created
24 to read:
25 343.811 Power to assume indemnification and insurance
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26 obligations.—
27 (1) SHORT TITLE.—This section may be cited as the "Coastal
28 Link Commuter Rail Service Act."
29 (2) DEFINITIONS.—As used in this section, the term:
30 (a) "Agency" means a state, county, municipality,
31 district, authority, or other separate unit of government
32 created or established by law which has entered into an
33 agreement with Brightline, which agreement permits it to operate
34 commuter rail service on the Coastal Link corridor.
35 (b) "Brightline" means Brightline Trains Florida, LLC, or
36 its successors and assigns, or any of its affiliates that is a
37 party to an agreement with an agency in connection with the
38 Coastal Link corridor. For the purposes of its status as an
39 indemnitee, the term "Brightline" includes Florida East Coast
40 Dispatch, LLC, or its successors or assigns.
41 (c) "Coastal Link corridor" means the rail transit system,
42 including the intercity passenger rail service stations and
43 vehicle maintenance facilities, located on or adjacent to FECR
44 and Brightline rail corridor in Miami-Dade County, Broward
45 County, and Palm Beach County. The term includes structures
46 essential to railroad operations, including land, structures,
47 improvements, rights-of-way, easements, rail lines, rail beds,
48 guideway structures, switches, yards, parking facilities, power
49 relays, switching houses, rail stations, any ancillary
50 development, and any other facilities or equipment used for the
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51 purposes of construction, operation, or maintenance of a
52 railroad that provides rail service.
53 (d) "Commuter rail service" means the operation of trains
54 transporting passengers and making frequent stops within urban
55 areas and the immediate suburbs along the rail corridor for the
56 purpose of transporting passengers, including boarding and
57 alighting and the nonrevenue movement of passenger trains for
58 storage, maintenance, or repairs. The term does not include the
59 operation of trains by Brightline transporting passengers in
60 intercity passenger rail service between Brightline stations. As
61 used in this paragraph, "Brightline stations" means the
62 Brightline-owned intercity passenger rail service stations in
63 Miami located near Aventura, Fort Lauderdale, Boca Raton, and
64 West Palm Beach, as well as any future stations developed by
65 Brightline in connection with its intercity passenger rail
66 service.
67 (e) "FECR" means Florida East Coast Railway, LLC, or its
68 successors and assigns. For the purposes of its status as an
69 indemnitee, the term "FECR" includes Florida East Coast
70 Dispatch, LLC, or its successors and assigns.
71 (f) "Intercity passenger rail service" means all passenger
72 service on the Coastal Link corridor other than commuter rail
73 service and is characterized by trains making less frequent
74 stops along the Coastal Link corridor than the commuter rail
75 service makes.
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76 (g) "Joint infrastructure" means any portion or segment of
77 the Coastal Link corridor which does not contain tracks or
78 infrastructure designated for the exclusive use of an operator.
79 Train stations, including, but not limited to, pedestrian
80 bridges, stairs, or conveyance systems, do not constitute part
81 of the joint infrastructure.
82 (h) "Limited covered accident" means a collision directly
83 between the trains, locomotives, rail cars, or rail equipment of
84 more than one operator on the Coastal Link corridor, where the
85 collision is caused by or arising from the willful misconduct of
86 one of the responsible operators, as adjudicated pursuant to a
87 final and unappealable court order, or if punitive damages or
88 exemplary damages are awarded due to the conduct of the
89 responsible operator, as adjudicated pursuant to a final and
90 unappealable court order. For purposes of this paragraph,
91 "responsible operator" means an operator or its subsidiaries,
92 agents, licensees, employees, officers, or directors which has
93 caused a collision as a result of its willful misconduct.
94 (i) "Operator" means:
95 1. Brightline, including any passenger rail operators that
96 access the Coastal Link corridor pursuant to a contract with
97 Brightline, other than an agency;
98 2. FECR, including Amtrak or any freight rail operators
99 that access the Coastal Link corridor pursuant to a contract
100 with FECR;
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101 3. An agency, including any commuter rail operators that
102 access the Coastal Link corridor pursuant to a contract with an
103 agency; or
104 4. SFRTA, with respect to its operations contemplated
105 under s. 343.545.
106 (j) "Passenger" means, with respect to intercity passenger
107 rail service or commuter rail service, a person, ticketed or
108 unticketed, using the intercity passenger rail service or
109 commuter rail service on the Coastal Link corridor:
110 1. Onboard trains, locomotives, rail cars, or rail
111 equipment employed in such intercity passenger rail service or
112 commuter rail service or boarding or alighting therefrom;
113 2. On or about the Coastal Link corridor for any purpose
114 related to such intercity passenger rail service or commuter
115 rail service, including parking or purchasing tickets therefor
116 and coming to, waiting for, and leaving from locomotives, rail
117 cars, or rail equipment; or
118 3. Meeting, assisting, or in the company of a person
119 described in subparagraph 1. or subparagraph 2.
120 (k) "Proportionate share" means, with respect to a loss,
121 injury, or damage for which operators share responsibility, a
122 percentage in proportion to the number of operators involved in
123 the relevant incident.
124 1. When one or more agencies are jointly operating a
125 commuter rail service, such agencies are considered a single
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126 operator for purposes of computing and assessing the
127 proportionate share of such loss, injury, or damage.
128 2. When two operators are involved in the incident, each
129 is responsible for one-half of such loss, injury, or damage;
130 when three operators are involved in the incident, each is
131 responsible for one-third of such loss, injury, or damage, and
132 so on.
133 3. When more than one agency shares responsibility with
134 respect to any loss, injury, or damage, each such agency is
135 considered a separate entity for purposes of determining its
136 proportionate share.
137 (l) "Rail corridor invitee" means a person who is on or
138 about the Coastal Link corridor who is a passenger or who is
139 otherwise present on the Coastal Link corridor at the request
140 of, pursuant to a contract with, or otherwise for the purpose of
141 doing business with or at the behest of an operator. The term
142 does not include patrons at any station who are not also
143 passengers, commercial or residential tenants at any station or
144 the developments in and around the stations or their invitees,
145 or third parties performing work at a station or in the Coastal
146 Link corridor, including any utilities or fiber optic companies.
147 1. A rail corridor invitee of an agency may not be
148 considered a rail corridor invitee of Brightline or FECR.
149 2. A rail corridor invitee of Brightline or FECR may not
150 be considered a rail corridor invitee of an agency.
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151 3. An employee of an operator is not a rail corridor
152 invitee of such operator at any time the employee is a passenger
153 or is otherwise present on the Coastal Link corridor at the
154 request of, pursuant to a contract with, or otherwise for the
155 purpose of doing business with or at the behest of another
156 operator.
157 4. When a passenger is transferring from the service of
158 one operator to another, the passenger is a rail corridor
159 invitee of the first operator until the passenger has left the
160 first operator's platform, at which time the passenger is then a
161 rail corridor invitee of the other operator.
162 (m) "Self-insurance retention amount" means an amount
163 equal to $5 million.
164 (n) "SFRTA" means the South Florida Regional
165 Transportation Authority.
166 (3) ASSUMPTION OF OBLIGATIONS; PURCHASE OF INSURANCE.—In
167 conjunction with the development or operation of a commuter rail
168 service on the Coastal Link corridor, an agency may:
169 (a) Assume obligations pursuant to the following:
170 1.a. The agency may assume the obligation by contract to
171 protect, defend, indemnify, and hold harmless FECR and its
172 officers, agents, and employees from and against:
173 (I) Any liability, cost, and expense, including, but not
174 limited to, the agency's passengers and other rail corridor
175 invitees in, on, or about the Coastal Link corridor, regardless
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176 of whether the loss, damage, destruction, injury, or death
177 giving rise to any such liability, cost, or expense is caused in
178 whole or in part, and to whatever nature or degree, by the
179 fault, failure, negligence, misconduct, nonfeasance, or
180 misfeasance of such freight rail operator, its successors, or
181 its officers, agents, and employees, or any other person or
182 persons whomsoever.
183 (II) Any loss, injury, or damage incurred by other rail
184 corridor invitees up to the amount of the self-insurance
185 retention amount with respect to limited covered accidents
186 caused by the agency.
187 b. The agency may assume the obligation by contract to
188 protect, defend, indemnify, and hold harmless Brightline and its
189 officers, agents, and employees from and against:
190 (I) Any liability, cost, and expense, including, but not
191 limited to, the agency's passengers and rail corridor invitees
192 in the Coastal Link corridor, regardless of whether the loss,
193 damage, destruction, injury, or death giving rise to any such
194 liability, cost, or expense is caused in whole or in part, and
195 to whatever nature or degree, by the fault, failure, negligence,
196 misconduct, nonfeasance, or misfeasance of Brightline, its
197 successors, or its officers, agents, and employees, or any other
198 person or persons whomsoever.
199 (II) Any loss, injury, or damage incurred by other rail
200 corridor invitees up to the amount of the self-insurance
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201 retention amount with respect to limited covered accidents
202 caused by the agency.
203 2. The assumption of liability of the agency by contract
204 pursuant to sub-subparagraph 1.a. or sub-subparagraph 1.b. may
205 not in any instance exceed the following parameters of
206 allocation of risk:
207 a. The agency may be solely responsible for any loss,
208 injury, or damage to the agency's passengers, or rail corridor
209 invitees, third parties, or trespassers, regardless of
210 circumstances or cause, subject to sub-subparagraph b. and
211 subparagraphs 3., 4., and 5.
212 b.(I) In the event of a limited covered accident caused by
213 FECR, the authority of an agency to protect, defend, and
214 indemnify FECR for all liability, cost, and expense, including
215 punitive or exemplary damages, in excess of the self-insurance
216 retention amount exists only if FECR agrees, with respect to
217 such limited covered accident caused by FECR, to protect,
218 defend, and indemnify the agency for the amount of the self-
219 insurance retention amount.
220 (II) In the event of a limited covered accident caused by
221 Brightline, the authority of an agency to protect, defend, and
222 indemnify Brightline for all liability, cost, and expense,
223 including punitive or exemplary damages, in excess of the self-
224 insurance retention amount exists only if Brightline agrees,
225 with respect to such limited covered accident, to protect,
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226 defend, and indemnify the agency for the amount of the self-
227 insurance retention amount.
228 3. When only one train is involved in an incident and:
229 a. The train is an agency's train, including an incident
230 with trespassers or at-grade crossings, the agency may be solely
231 responsible for any loss, injury, or damage.
232 b. The train is FECR's train, including an incident with
233 trespassers or at-grade crossings, FECR is solely responsible
234 for any loss, injury, or damage, except for the agency's
235 passengers and other rail corridor invitees, which are the
236 responsibility of the agency, and Brightline's passengers and
237 other rail corridor invitees, which are the responsibility of
238 Brightline.
239 c. The train is Brightline's train, including an incident
240 with trespassers or at-grade crossings, Brightline is solely
241 responsible for any loss, injury, or damage, except for the
242 agency's passengers or rail corridor invitees, which are the
243 responsibility of the agency, and FECR's rail corridor invitees,
244 which are the responsibility of FECR.
245 4. When an incident involves more than one operator, each
246 operator is responsible for:
247 a. Its property; passengers; employees, excluding
248 employees who are, at the time of the incident, rail corridor
249 invitees of another operator; and other rail corridor invitees.
250 b. Its proportionate share of any loss or damage to the
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251 joint infrastructure.
252 c. Its proportionate share of any loss, injury, or damage
253 to:
254 (I) Rail corridor invitees who are not rail corridor
255 invitees of operators, provided that the agency shall always be
256 responsible for its passengers and its rail corridor invitees
257 regardless of whether the agency was involved in the incident.
258 (II) Trespassers or third parties outside the Coastal Link
259 corridor as a result of the incident.
260 5. Any such contractual duty to protect, defend,
261 indemnify, and hold harmless FECR or Brightline with respect to
262 claims by rail passengers shall expressly include a specific cap
263 on the amount of the contractual duty, which amount may not
264 exceed $323 million per occurrence and shall be adjusted so that
265 the per-occurrence insurance requirement is equal to the
266 aggregate allowable awards to all rail passengers, against all
267 defendants, for all claims, including claims for punitive
268 damages, arising from a single accident or incident in
269 accordance with 49 U.S.C. s. 28103, or any successor provision,
270 without prior legislative approval.
271 6. Notwithstanding any provision of this section to the
272 contrary, the liabilities of the agency to the state or any
273 other agency shall be as set forth in an agreement among such
274 entities and limited by s. 768.28(19).
275 (b) Purchase liability insurance, which amount may not
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276 exceed $323 million per occurrence, which amount shall be
277 adjusted so that the per-occurrence insurance requirement is
278 equal to the aggregate allowable awards to all rail passengers,
279 against all defendants, for all claims, including claims for
280 punitive damages, arising from a single accident or incident in
281 accordance with 49 U.S.C. s. 28103, or any successor provision,
282 and establish a self-insurance retention fund for the purpose of
283 paying the deductible limit established in the insurance
284 policies it may obtain, including coverage for a county agency,
285 any freight rail operator as described in paragraph (a),
286 Brightline, commuter rail service providers, governmental
287 entities, or any ancillary development, which self-insurance
288 retention fund or deductible shall not exceed the self-insurance
289 retention amount.
290 1. Such insurance and self-insurance retention fund may
291 provide coverage for all damages, including, but not limited to,
292 compensatory, special, and exemplary, and be maintained to
293 provide an adequate fund to cover claims and liabilities for
294 loss, injury, or damage arising out of or connected with the
295 ownership, operation, maintenance, and management of the Coastal
296 Link corridor.
297 2. Any self-insured retention account shall be a
298 segregated account of the agency and shall be subject to the
299 same conditions, restrictions, exclusions, obligations, and
300 duties included in any and all of the policies of liability
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301 insurance purchased under this paragraph.
302 3. Unless otherwise specifically provided by general law,
303 FECR and Brightline, and their respective officers, agents, and
304 employees, are not officers, agents, employees, or subdivisions
305 of the state and are not entitled to sovereign immunity.
306
307 Neither the assumption by contract to protect, defend,
308 indemnify, and hold harmless; the purchase of insurance; nor the
309 establishment of a self-insurance retention fund shall be deemed
310 to be a waiver of any defense of sovereign immunity for tort
311 claims or deemed to increase the limits of the agency's
312 liability for tort claims as provided in s. 768.28.
313 Section 3. For the purpose of incorporating the enactment
314 of part III of chapter 343, Florida Statutes, in a reference
315 thereto, paragraph (d) of subsection (17) of section 341.302,
316 Florida Statutes, is reenacted to read:
317 341.302 Rail program; duties and responsibilities of the
318 department.—The department, in conjunction with other
319 governmental entities, including the rail enterprise and the
320 private sector, shall develop and implement a rail program of
321 statewide application designed to ensure the proper maintenance,
322 safety, revitalization, and expansion of the rail system to
323 assure its continued and increased availability to respond to
324 statewide mobility needs. Within the resources provided pursuant
325 to chapter 216, and as authorized under federal law, the
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326 department shall:
327 (17) In conjunction with the acquisition, ownership,
328 construction, operation, maintenance, and management of a rail
329 corridor, have the authority to:
330 (d) Without altering any of the rights granted to the
331 department under this section, agree to assume the obligations
332 to indemnify and insure, pursuant to s. 343.545, freight rail
333 service, intercity passenger rail service, and commuter rail
334 service on a department-owned rail corridor, whether ownership
335 is in fee or by easement, or on a rail corridor where the
336 department has the right to operate.
337
338 Neither the assumption by contract to protect, defend,
339 indemnify, and hold harmless; the purchase of insurance; nor the
340 establishment of a self-insurance retention fund shall be deemed
341 to be a waiver of any defense of sovereign immunity for torts
342 nor deemed to increase the limits of the department's or the
343 governmental entity's liability for torts as provided in s.
344 768.28. The requirements of s. 287.022(1) shall not apply to the
345 purchase of any insurance under this subsection. The provisions
346 of this subsection shall apply and inure fully as to any other
347 governmental entity providing commuter rail service and
348 constructing, operating, maintaining, or managing a rail
349 corridor on publicly owned right-of-way under contract by the
350 governmental entity with the department or a governmental entity
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351 designated by the department. Notwithstanding any law to the
352 contrary, procurement for the construction, operation,
353 maintenance, and management of any rail corridor described in
354 this subsection, whether by the department, a governmental
355 entity under contract with the department, or a governmental
356 entity designated by the department, shall be pursuant to s.
357 287.057 and shall include, but not be limited to, criteria for
358 the consideration of qualifications, technical aspects of the
359 proposal, and price. Further, any such contract for design-build
360 shall be procured pursuant to the criteria in s. 337.11(7).
361 Section 4. This act shall take effect July 1, 2025.
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hb867-01-c1
HB 955
FLORIDA HOUSE OF REPRESENTATIVES
BILL ANALYSIS
This bill analysis was prepared by nonpartisan committee staff and does not constitute an official statement of legislative intent.
BILL #: HB 955 COMPANION BILL: SB 1498 (Ingoglia)
TITLE: Employment Eligibility LINKED BILLS: None
SPONSOR(S): Jacques RELATED BILLS: None
Committee References
Industries & Professional Activities Commerce
12 Y, 4 N
SUMMARY
Effect of the Bill:
The bill expands to all private employers the requirement to use the E-Verify system to verify each employee’s
employment eligibility, beginning on July 1, 2025.
Fiscal or Economic Impact:
Indeterminate. The bill may have an indeterminate fiscal impact on state government and the private sector.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
ANALYSIS
EFFECT OF THE BILL:
The bill expands to all private employers the requirement to use the E-Verify system to verify each employee’s
employment eligibility, beginning on July 1, 2025. (Section 1)
The effective date of the bill is July 1, 2025. (Section 2)
FISCAL OR ECONOMIC IMPACT:
STATE GOVERNMENT:
Indeterminate. The bill may have an indeterminate fiscal impact on state agencies related to enforcement.
PRIVATE SECTOR:
Indeterminate. Businesses may have additional workload related to the use of the E-Verify system1, and some may
be subject to fines related to violations.
RELEVANT INFORMATION
SUBJECT OVERVIEW:
Florida E-Verify Law
Florida’s requires the use of the E-Verify system to verify a new employee’s employment eligibility by:2
1 E-Verify, History and Milestones, https://www.e-verify.gov/about-e-verify/history-and-milestones (last visited
Mar. 28, 2025). In 1996, Congress passed the Illegal Immigration Reform and Immigrant Responsibility Act, which, among
other provisions, created various employment eligibility verification programs, including E-Verify. E-Verify is an Internet-
based system through which an employer can verify that a newly hired employee is authorized to work in the United States. E-
Verify is administered by DHS in partnership with the Social Security Administration. It is free for employers to use and
provides an automated link to Government records to help employers confirm the employment eligibility of employees.
STORAGE NAME: h0955b.COM
DATE: 4/4/2025
1
All public employers.
Private employers with 25 or more employees.
Each employer that is required, or who volunteers, to use the E-Verify system, is required to certify on its first
return each calendar year to the tax service provider that it is in compliance with the E-Verify requirements when
making contributions to or reimbursing the state’s unemployment compensation or reemployment assistance
system.3
The law provides requirements for employers when the system is unavailable,4 requires employers to retain
documentation of verifications,5 and prohibits an employer from continuing to knowingly employ an unauthorized
alien.6
If the E-Verify system is unavailable for the three business days after the first day a new employee begins working
and the employer cannot access the system to verify the employee’s employment eligibility, the employer must use
the I-9 Form to verify employment eligibility. The employer must document the unavailability of the system by
retaining: A screenshot each day that shows the employer’s inability to access the system; A public announcement
that the E-Verify system is not available; or Any other communication or notice regarding the unavailability of the
system.
The following entities may request, and an employer must provide, copies of any documentation relied upon by the
employer for the verification of a new employee’s employment eligibility:7
The Department of Law Enforcement (FDLE);
The Attorney General (AG);
The state attorney in the circuit in which the new employee works;
The statewide prosecutor; or
The Department of Commerce (DC).
These entities must rely upon the Federal Government to verify an employee’s employment eligibility and may not
independently make a final determination as to whether an employee is an unauthorized alien.8
An employer that uses the E-Verify system or, if that system is unavailable, the Employment Eligibility Verification
form (Form I-9), with respect to the employment of an unauthorized alien has established a rebuttable
presumption and an affirmative defense that the employer has not violated the state prohibition on hiring
unauthorized aliens,9 with respect to such employment.10
The DC is responsible for the administration of compliance requirements, as follows:11
Beginning July 1, 2024, if it determines that an employer failed to use the E-Verify system, the DC is
required to:
o Notify the employer of its determination; and
o Provide the employer with 30 days to cure the noncompliance.
If it determines that an employer failed to use the E-Verify system as required three times in any 24-month
period, it must impose a fine of $1,000 per day until the employer provides proof of compliance.
Noncompliance constitutes grounds for the suspension of all licenses issued by a licensing agency subject
to chapter 120, F.S., until the noncompliance is cured.
2 S. 448.095(2)(a) and (b), F.S.
3 S. 448.095(2)(b)3., F.S.
4 S. 448.095(2)(c), F.S.
5 S. 448.095(2)(d), F.S.
6 S. 448.095(2)(e), F.S.
7 S. 448.095(3)(a), F.S.
8 S. 448.095(3)(b), F.S.
9 S. 448.09, F.S.
10 S. 448.095(4)(a), F.S.
11 S. 448.095(6), F.S.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
2
Fines must be deposited into the State Economic Enhancement and Development Trust Fund for use by the
DC for employer outreach and public notice of the state’s employment verification laws.
E-Verify Federal Law
To use the E-Verify system, an employer must open a “case” for the employee on the system and enter basic
information from the employee’s Form I-9 (name, address, SSN) into the case.12 Then, the system checks the
submitted information to records that are available to the DHS and SSA, and issues one of the following possible
results to the employer:13
Employment Authorized - The employee’s information matched records available to the DHS and/or SSA.
E-Verify Needs More Time - This case was referred to the DHS for further verification.
Tentative Nonconfirmation (Mismatch) - Information did not match records available to the DHS and/or
SSA. Additional action is required.
Case in Continuance - The employee has contacted the DHS or visited an SSA field office, but more time is
needed to determine a final case result.
Close Case and Resubmit – The DHS or SSA requires that the employer to close the case and create a new
case for the employee. This result may be issued when the employee’s United States passport, passport
card, or driver’s license information is incorrect.
Final Nonconfirmation - E-Verify cannot confirm the employee’s employment eligibility after the
employee contacted the DHS or SSA, the time for resolving the case expired, or the DHS closed the case
without confirming the employee’s employment eligibility for some other reason.
If the result is Tentative Non-confirmation, then the employer must notify the employee, who must take further
action to verify his or her eligibility. If the result is E-Verify Needs More Time or Case in Continuance, then the E-
Verify system needs more time to process the case.14
E-Verify Defenses for Employers
According to federal law, an employer using the I-9 Form, establishing good faith compliance with the law, has
established an affirmative defense and a rebuttable presumption that the person or entity has not violated the
federal law with respect to such hiring, recruiting, or referring.15,16
The IRCA provides sanctions to be imposed on employers who knowingly employ aliens who are not authorized to
work.17 Federal law contains no criminal sanction for working without authorization, although document fraud is a
civil violation.18 The United States Citizenship and Immigration Services (USCIS) enforces these provisions.19
12
E-Verify, Verification Process, for details on how the system works, https://www.e-verify.gov/employers/verification-process (last
visited Mar. 28, 2025). Before using E-Verify, an employer must enroll and sign a Memorandum of Understanding that provides the
terms of agreement between the employer and the DHS. See E-Verify, The E-Verify Memorandum of Understanding for Employers,
https://www.e-verify.gov/sites/default/files/everify/memos/MOUforEVerifyEmployer.pdf (last visited Mar. 28, 2025).
13
Id.
14
Id.
15
8 U.S.C. s. 1324a(a)(3).
16
8 U.S.C. s. 1324a notes, Pilot Programs for Employment Eligibility Confirmation.
17
8 U.S.C. s. 1324a(a)(1)-(2).
18
8 U.S.C. s. 1324c.
19
8 U.S.C. s. 1324a.
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3
RECENT LEGISLATION:
YEAR BILL # HOUSE SPONSOR(S) SENATE SPONSOR OTHER INFORMATION
2023 CS/HB 1617 Michael, Jacques Ingoglia The bill became effective July
1, 2023, except as otherwise
provided.
OTHER RESOURCES:
U.S. Department of Homeland Security, E-Verify
Florida Department of Commerce, E-Verify Compliance
BILL HISTORY
STAFF
DIRECTOR/ ANALYSIS
COMMITTEE REFERENCE ACTION DATE POLICY CHIEF PREPARED BY
Industries & Professional Activities 12 Y, 4 N 4/1/2025 Anstead Thompson
Subcommittee
Commerce Committee Hamon Thompson
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
4
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
HB 955 2025
1 A bill to be entitled
2 An act relating to employment eligibility; amending s.
3 448.095, F.S.; requiring that all private employers,
4 rather than only those employing more than a specified
5 number of employees, use the E-Verify system to verify
6 a new employee's employment eligibility beginning on a
7 specified date; providing an effective date.
8
9 Be It Enacted by the Legislature of the State of Florida:
10
11 Section 1. Paragraph (b) of subsection (2) of section
12 448.095, Florida Statutes, is amended to read:
13 448.095 Employment eligibility.—
14 (2) EMPLOYMENT VERIFICATION.—
15 (b)1. A public agency shall use the E-Verify system to
16 verify a new employee's employment eligibility as required under
17 paragraph (a).
18 2. Beginning on July 1, 2025 2023, a private employer with
19 25 or more employees shall use the E-Verify system to verify a
20 new employee's employment eligibility as required under
21 paragraph (a).
22 3. Each employer required to use the E-Verify system under
23 this paragraph must certify on its first return each calendar
24 year to the tax service provider that it is in compliance with
25 this section when making contributions to or reimbursing the
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26 state's unemployment compensation or reemployment assistance
27 system. An employer that voluntarily uses the E-Verify system
28 may also make such a certification on its first return each
29 calendar year in order to document such use.
30 Section 2. This act shall take effect July 1, 2025.
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hb955-00
CS/HB 1161
FLORIDA HOUSE OF REPRESENTATIVES
BILL ANALYSIS
This bill analysis was prepared by nonpartisan committee staff and does not constitute an official statement of legislative intent.
BILL #: CS/HB 1161 COMPANION BILL: CS/SB 1400 (Calatayud)
TITLE: Removal of Altered Sexual Depictions Posted LINKED BILLS: None
Without Consent RELATED BILLS: None
SPONSOR(S): Duggan
Committee References
Industries & Professional Judiciary Commerce
Activities 20 Y, 0 N
14 Y, 0 N, As CS
SUMMARY
Effect of the Bill:
The bill revises provisions of Florida’s deepfake law to require covered platforms, such as websites and online
services, to remove altered sexual depictions and copies of such depictions from their platform upon request of the
victim. The bill requires such platforms to establish a process for persons to notify them of deepfake depictions
and request their removal. The bill requires the platforms to remove such content within 48 hours of receiving a
request, provides liability protections for platforms that act in good faith, establishes penalties for failure to
comply, and makes such failures a violation of the Florida Deceptive and Unfair Trade Practices Act. The bill
provides an exception for certain information or telecommunications services and certain online services that do
not primarily consist of user-generated content.
The effective date of the bill is, except as otherwise provided, upon becoming law.
Fiscal or Economic Impact:
The bill may have an indeterminate economic impact on the private sector.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
ANALYSIS
EFFECT OF THE BILL:
Notice and Removal Process
The bill revises provisions of Florida’s deepfake law, as follows:
• Names the act, “Brooke’s Law.” (Section 1)
• Requires, no later than December 31, 2025, covered platforms to establish a process by which an
identifiable person or an authorized person acting on behalf of the identifiable person may notify and
request removal of an altered sexual depiction that was published without their consent.
• Requires the notification and request for removal to include:
o A physical or electronic signature of the identifiable person or an authorized person acting on their
behalf.
o An identification of, and information reasonably sufficient for the covered platform to locate, the
altered sexual depiction of the identifiable person.
o A brief statement that the identifiable person has a good faith belief that any altered sexual
depiction identified is not consensual, including any relevant information for the covered platform
to determine the depiction was published without consent.
o Information sufficient to enable the covered platform to contact the identifiable person or
authorized person. (Section 2)
Clear and Conspicuous Notice
STORAGE NAME: h1161d.COM
DATE: 4/4/2025
1
The bill requires a covered platform to provide clear and conspicuous notice of the notice and removal process,
which:
• Is easy to read and in plain language.
• Provides information regarding the responsibilities of the covered platform under the bill.
• Includes a description of how a person can submit a notification and request for removal. (Section 2)
The bill requires, upon receipt of a valid removal request, as soon as possible but no later than 48 hours, the
covered platform to remove the altered sexual depiction and make reasonable efforts to identify and remove any
known, identical copies of such depiction. (Section 2)
The bill exempts:
• Providers of information services or telecommunications services, as those terms are defined in 47 U.S.C. s.
153, for content provided by another person.
• Electronic mail.
• Except as otherwise provided, an online service, application, or website:
o That consists primarily of preselected content by the provider, rather than content that is user
generated; and
o For which any chat, comment, or interactive functionality is incidental to, directly related to, or
dependent on the provision of the content described above. (Section 2)
The bill defines “covered platform” as a website, online service, online application, or mobile application that
serves the public and:
• Primarily provides a forum for user-generated content, including messages, videos, images, games, and
audio files; or
• For which it is in the regular course of trade or business of the website, online service, online application,
or mobile application to publish, curate, host, or make available content of nonconsensual altered sexual
depictions. (Section 2)
Liability
The bill provides that a covered platform is not liable for any claim based on the platform’s good faith removal of
material claimed to be a nonconsensual altered sexual depiction, regardless of whether the altered sexual depiction
is ultimately found to be unlawful. (Section 2)
Remedies
In addition to the remedies provided in s. 836.13(5), F.S., which authorize a person who is portrayed in an altered
sexual depiction without his or her consent to initiate a civil cause of action against a person who willfully and
maliciously promoted such depiction, a failure to comply with the notice and removal requirements of the bill
constitutes an unfair or deceptive act or practice under the Florida Deceptive and Unfair Trade Practices Act.
(Section 2)
Effective Date
The bill takes effect upon becoming law. (Section 3)
FISCAL OR ECONOMIC IMPACT:
PRIVATE SECTOR:
Indeterminate. The bill provides notification and removal requirements, and civil penalties for noncompliance, for
businesses considered a covered platform. The cost of compliance and number of violations for noncompliance is
unknown.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
2
RELEVANT INFORMATION
SUBJECT OVERVIEW:
Nonconsensual Altered Sexual Depictions
Over the last decade, Americans have started to recognize the growing problem of distribution of sexually explicit
images without consent, otherwise known as “revenge porn.”1 Although Florida and other states have enacted
protections against revenge porn, there are still instances in which a person may be a victim of nonconsensual
pornography in the form of altered sexual depictions, more commonly known as “deepfakes.”2 Deepfakes typically
take the form of imagery, video, and audio material that “is produced or distributed without the consent of the
subject and has been altered, potentially with artificial intelligence, to show nonconsensual intimate or explicit
content.”3 Advancements in technology, such as increased availability and usage of generative AI, have enabled
perpetrators to manipulate sexual materials in ways that circumvent revenge porn laws. For example, “if a photo
depicted the victim nude, where the victim’s face was real, but the victim’s genitals were computer generated,
many laws would not apply because the intimate part of the image was not the victim’s.”4
Researchers have discovered that 98% of the deepfake videos found online are explicitly pornographic and 99% of
deepfake pornography features women.5 Moreover, the creation of deepfake pornography is rapidly increasing, as
researchers found that there were 464% more deepfake pornographic videos created in 2023 than in 2022.6
Further, 90% of deepfake pornography is found on dedicated deepfake pornography platforms.7 In response to the
prevalence of deepfakes, the Department of Homeland Security has declared that “[d]eepfakes and the misuse of
synthetic content pose a clear, present, and evolving threat to the public across national security, law enforcement,
financial, and societal domains.”8
Florida Deepfake Law
In 2022, the Florida Legislature created s. 836.13, F.S., to address deepfake images by providing a third degree
felony for the willful and malicious promotion of any altered sexual depiction of an identifiable person, without the
consent of the identifiable person, and if the person knew or reasonably should have known that such visual
depiction was an altered sexual depiction.9
“Altered sexual depiction” means any visual depiction10 that, as a result of any type of digital, electronic,
mechanical, or other modification, alteration, or adaptation, depicts a realistic version of an identifiable person:11
1
“In 2016, 10 million people, or 2% of Americans had reported being victims of nonconsensual porn. Individuals ages 18-29
generally, and women aged 18-29 specifically, as well as LGTBQ+ Americans were victimized at even higher rates. In 2017, the
number of young Americans ages 18-29 who had become victims of nonconsensual porn jumped to 12%, an increase of over 100%. In
2019, a larger study suggests that the problem has only grown, showing a 400% increase in the number of victims from 2016. Taken
as a whole, these statistics show the number of victims continues to rise at an alarming rate even though both the legal system and
society as a whole have attempted to address the issue.” Chance Carter, NAT’L ASS’N OF ATT’Y GEN., An Update on the Legal
Landscape of Revenge Porn, https://www.naag.org/attorney-general-journal/an-update-on-the-legal-landscape-of-revenge-
porn/#identifier_4_21493 (last visited Mar. 21, 2025).
2
RAINN, RAINN’s Recommendation for Effectively Addressing Nonconsensual Manipulated Intimate Material (Deepfakes),
https://www.rainn.org/sites/default/files/import/RAINN%20on%20nonconsensual%20manipulated%20intimate%20material%20-
%20Google%20Docs.pdf#:~:text=We%20refer%20to%20imagery%2C%20video%2C%20audio%2C%20etc.%20that,or%20explicit
%20content%20as%20%E2%80%9Cnonconsensual%20manipulated%20intimate%20material%E2%80%9D (last visited Mar. 21,
2025).; see also DEPT. OF HOMELAND SEC., Increasing Threat of Deepfake Identities,
cations/increasing_threats_of_deepfake_identities_0.pdf (last visited Mar. 21, 2025).
3
Id.
4
RAINN, supra note 2.
5
Security Hero, 2023 State of Deepfakes, https://www.securityhero.io/state-of-deepfakes/#concluding-remarks (last visited Mar. 21,
2025).
6
Id.
7
Id.
8
DEPT. OF HOMELAND SEC., supra note 2.
9
See s. 836.13, F.S.
10
“Visual depiction” includes, but is not limited to, a photograph, picture, image, motion picture, film, video, or other visual
representation. S. 836.13(1)(e), F.S.
11
“Identifiable person” means a person who is recognizable as an actual person by the person's face, likeness, or other distinguishing
characteristic, such as a unique birthmark, or other recognizable feature. S. 836.13(1)(b), F.S.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
3
With the nude body parts12 of another person as the nude body parts of the identifiable person;
With computer-generated nude body parts as the nude body parts of the identifiable person; or
Engaging in sexual conduct13 in which the identifiable person did not engage.14
The presence of a disclaimer within an altered sexual depiction which notifies a viewer that the person or persons
depicted did not consent to or participate in the creation or promotion of the material, or that the person or
persons depicted did not actually perform the actions portrayed, is not a defense and does not relieve a person of
criminal liability for promoting an altered sexual depiction.15
The law authorizes the following civil remedies for victims:
• Injunctive relief;
• Monetary damages of $10,000 or actual damages; and
• Reasonable attorney’s fees and costs.16
While this statute may be used by victims to obtain justice from violations regarding deepfake pornography, the
statute does not currently provide for the removal of such content from online platforms.
Florida Deceptive and Unfair Trade Practices Act
The Florida Deceptive and Unfair Trade Practices Act (FDUTPA) is a consumer and business protection measure
that prohibits unfair methods of competition, and unconscionable, deceptive, or unfair acts or practices in the
conduct of trade or commerce.17 FDUTPA was modeled after the FTC Act.18
The Department of Legal Affairs (DLA) or state attorney’s office (SAO) in the judicial circuit affected or where the
violation occurs may bring actions on behalf of consumers or governmental entities when it serves the public
interest.19 The SAO may enforce violations of FDUTPA if the violations take place within its jurisdiction. The DLA
has enforcement authority when the violation is multi-jurisdictional, the state attorney defers to the DLA in
writing, or the state attorney fails to act within 90 days after a written complaint is filed.20 In certain
circumstances, consumers may also file suit through private actions.21
The DLA and the SAO have powers to investigate FDUTPA claims, which include:22
• Administering oaths and affirmations;
• Subpoenaing witnesses or matter; and
• Collecting evidence.
The DLA and SAO may seek the following remedies:
• Declaratory judgments;
• Injunctive relief;
12
“Nude body parts” means the human male or female genitals, pubic area, or buttocks with less than fully opaque covering; or the
female breast with less than a fully opaque covering of any portion thereof below the top of the nipple; or the depiction of covered
male genitals in a discernibly turgid state. The term does not under any circumstances include a mother breastfeeding her baby. S.
836.13(1)(c), F.S.
13
S. 847.001(19), F.S.
14
S. 836.13(1)(a), F.S.
15
S. 836.13(4), F.S.
16
S. 836.13(5), F.S.
17
S. 501.201, F.S.
18
D. Matthew Allen, et. al., The Federal Character of Florida’s Deceptive and Unfair Trade Practices Act, 65 U. MIAMI L. REV.
1083 (Summer 2011).
19
Ss. 501.203(2) and s. 501.207(1)(c) and (2), F.S.; see also David J. Federbush, FDUTPA for Civil Antitrust: Additional Conduct,
Party, and Geographic Coverage; State Actions for Consumer Restitution, 76 FLORIDA BAR JOURNAL 52, Dec. 2002 (analyzing the
merits of FDUPTA and the potential for deterrence of anticompetitive conduct in Florida), available at
http://www.floridabar.org/divcom/jn/jnjournal01.nsf/c0d731e03de9828d852574580042ae7a/99aa165b7d8ac8a485256c8300791ec1!O
penDocument&Highlight=0,business,Division* (last visited on Mar. 21, 2025).
20
S. 501.203(2), F.S.
21
S. 501.211, F.S.
22
S. 501.206(1), F.S.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
4
• Actual damages on behalf of consumers and businesses;
• Cease and desist orders; and
• Civil penalties of up to $10,000 per willful violation.23
FDUTPA may not be applied to certain entities in certain circumstances, including:24
• Any person or activity regulated under laws administered by the Office of Insurance Regulation or the
Department of Financial Services; or
• Banks, credit unions, and savings and loan associations regulated by the Office of Financial Regulation or
federal agencies.
RECENT LEGISLATION:
YEAR BILL # HOUSE SPONSOR(S) SENATE SPONSOR OTHER INFORMATION
2022 CS/CS/SB 1798 Harding Book The bill became law on
October 1, 2022.
OTHER RESOURCES:
Thomson Reuters, Deepfakes: Federal and state regulation aims to curb a growing threat.
BILL HISTORY
STAFF
DIRECTOR/
ANALYSIS
COMMITTEE REFERENCE ACTION DATE POLICY CHIEF
PREPARED BY
Industries & Professional Activities 14 Y, 0 N, As CS 3/19/2025 Anstead
Thompson
Subcommittee
THE CHANGES ADOPTED BY THE Revises the exemption for certain providers of “broadband Internet service,” to
COMMITTEE: instead exempt providers of “information or telecommunications services.”
Judiciary Committee 20 Y, 0 N 3/26/2025 Kramer Leshko
Commerce Committee Hamon Thompson
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THIS BILL ANALYSIS HAS BEEN UPDATED TO INCORPORATE ALL OF THE CHANGES DESCRIBED ABOVE.
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23
Ss. 501.207(1), 501.208, and 501.2075, F.S. Civil Penalties are deposited into general revenue. Enforcing authorities may also
request attorney fees and costs of investigation or litigation. S. 501.2105, F.S.
24
S. 501.212(4), F.S.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
5
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
CS/HB 1161 2025
1 A bill to be entitled
2 An act relating to removal of altered sexual
3 depictions posted without consent; providing a short
4 title; amending s. 836.13, F.S.; defining the term
5 "covered platform"; requiring covered platforms to
6 establish a process for removal of altered sexual
7 depictions posted without the consent of the
8 identifiable person; providing requirements for such a
9 process; requiring notice of such a process; providing
10 immunity for good faith compliance; prohibiting
11 unreasonable failure to comply; providing remedies;
12 providing exceptions; providing an effective date.
13
14 Be It Enacted by the Legislature of the State of Florida:
15
16 Section 1. This act may be cited as "Brooke's Law."
17 Section 2. Paragraphs (b) through (e) of subsection (1) of
18 section 836.13, Florida Statutes, are redesignated as paragraphs
19 (c) through (f), respectively, a new paragraph (b) is added to
20 that subsection, subsections (6), (7), and (8) of that section
21 are renumbered as subsections (7), (8), and (9), respectively,
22 and a new subsection (6) is added to that section, to read:
23 836.13 Promotion of an altered sexual depiction;
24 prohibited acts; penalties; applicability.—
25 (1) As used in this section, the term:
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CS/HB 1161 2025
26 (b) "Covered platform" means a website, online service,
27 online application, or mobile application that serves the public
28 and:
29 1. That primarily provides a forum for user-generated
30 content, including messages, videos, images, games, and audio
31 files; or
32 2. For which it is in the regular course of trade or
33 business of the website, online service, online application, or
34 mobile application to publish, curate, host, or make available
35 content of nonconsensual altered sexual depictions.
36 (6)(a) No later than December 31, 2025, a covered platform
37 shall establish a process whereby an identifiable person or an
38 authorized person acting on behalf of such person may:
39 1. Notify the covered platform of an altered sexual
40 depiction published on the covered platform which includes a
41 depiction of the identifiable person and was published without
42 the consent of the identifiable person; and
43 2. Submit a request for the covered platform to remove
44 such altered sexual depiction.
45 (b) A notification and request for removal of an altered
46 sexual depiction submitted under the process in paragraph (a)
47 shall include, in writing:
48 1. A physical or electronic signature of the identifiable
49 person or authorized person.
50 2. An identification of, and information reasonably
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CS/HB 1161 2025
51 sufficient for the covered platform to locate, the altered
52 sexual depiction of the identifiable person.
53 3. A brief statement that the identifiable person has a
54 good faith belief that any altered sexual depiction identified
55 under subparagraph 2. is not consensual, including any relevant
56 information for the covered platform to determine the altered
57 sexual depiction was published without the consent of the
58 identifiable person.
59 4. Information sufficient to enable the covered platform
60 to contact the identifiable person or authorized person.
61 (c) A covered platform shall provide on the platform a
62 clear and conspicuous notice, which may be provided through a
63 clear and conspicuous link to another web page or disclosure, of
64 the notice and removal process established under paragraph (a)
65 which:
66 1. Is easy to read and in plain language.
67 2. Provides information regarding the responsibilities of
68 the covered platform under this subsection, including a
69 description of how a person can submit a notification and
70 request for removal.
71 (d) Upon receiving a valid removal request from an
72 identifiable person or an authorized person using the process
73 described in paragraph (a), a covered platform shall, as soon as
74 possible, but not later than 48 hours after receiving such
75 request:
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76 1. Remove the altered sexual depiction.
77 2. Make reasonable efforts to identify and remove any
78 known identical copies of such altered sexual depiction.
79 (e) A covered platform shall not be liable for any claim
80 based on the covered platform's good faith disabling of access
81 to, or removal of, material claimed to be a nonconsensual
82 altered sexual depiction based on facts or circumstances from
83 which the unlawful publishing of an altered sexual depiction is
84 apparent, regardless of whether the altered sexual depiction is
85 ultimately determined to be unlawful.
86 (f) In addition to the remedies under subsection (5), a
87 failure to reasonably comply with the notice and removal
88 obligations under this subsection shall be treated as a an
89 unfair or a deceptive act or practice under part II of chapter
90 501, and the person or entity responsible shall be subject to
91 the penalties and remedies provided in part II of chapter 501.
92 (g) This subsection does not apply to the following:
93 1. An information service or a telecommunications service,
94 as those terms are defined in 47 U.S.C. s. 153, providing
95 services for content provided by another person.
96 2. Electronic mail.
97 3. Except as provided in subparagraph (1)(b)2., an online
98 service, application, or website:
99 a. That consists primarily of content that is not user
100 generated but is preselected by the provider of such online
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101 service, application, or website; and
102 b. For which any chat, comment, or interactive
103 functionality is incidental to, directly related to, or
104 dependent on the provision of the content described in
105 subparagraph a.
106 Section 3. This act shall take effect upon becoming a law.
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COMMERCE COMMITTEE
CS/HB 1161 by Rep. Duggan
Removal of Altered Sexual Depictions Posted without Consent
AMENDMENT SUMMARY
April 7, 2025
Amendment 1 by Rep. Duggan (between lines 105-106):
• Provides a severability clause.
COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. CS/HB 1161 (2025)
Amendment No. 1
COMMITTEE/SUBCOMMITTEE ACTION
ADOPTED (Y/N)
ADOPTED AS AMENDED (Y/N)
ADOPTED W/O OBJECTION (Y/N)
FAILED TO ADOPT (Y/N)
WITHDRAWN (Y/N)
OTHER
1 Committee/Subcommittee hearing bill: Commerce Committee
2 Representative Duggan offered the following:
3
4 Amendment (with title amendment)
5 Between lines 105 and 106, insert:
6 (9) If any provision of this act or its application to any
7 person or circumstance is held invalid, that provision or its
8 application is severable and does not affect the validity of the
9 other provisions or applications of this subsection.
10
11 -----------------------------------------------------
12 T I T L E A M E N D M E N T
13 Remove line 12 and insert:
14 providing exceptions; providing severability;
15 providing an effective date.
527775 - h1161-line 105.docx
Published On: 4/4/2025 1:47:39 PM
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