Fla. Stat. § 517.011
Short title
This chapter may be cited as the “Florida Securities and Investor Protection Act.”
Florida Statutes Chapter 517 — SECURITIES TRANSACTIONS
Florida · statute · Fla. Stat. ch. 517 · 45 active provisions
Fla. Stat. § 517.021
Definitions
When used in this chapter, unless the context otherwise indicates, the following terms have the following respective meanings:(1) “Accredited investor” shall be defined by rule of the commission in accordance with Securities and Exchange Commission Rule 501, 17 C.F.R. s. 230.501, as amended.(2) “Affiliate” means a pers…
Fla. Stat. § 517.03
Rulemaking; immunity for acts in conformity with rules
(1) The office shall administer and provide for the enforcement of all the provisions of this chapter. The commission may adopt rules pursuant to ss. 120.536(1) and 120.54 to implement the provisions of this chapter conferring powers or duties upon the office, including, without limitation, adopting rules and forms gov…
Fla. Stat. § 517.051
Exempt securities
The exemptions provided herein from the registration requirements of s. 517.07 are self-executing and do not require any filing with the office prior to claiming such exemption. Any person who claims entitlement to any of these exemptions bears the burden of proving such entitlement in any proceeding brought under this…
Fla. Stat. § 517.061
Exempt transactions
Except as otherwise provided in subsection (11), the exemptions provided herein from the registration requirements of s. 517.07 are self-executing and do not require any filing with the office before being claimed. Any person who claims entitlement to an exemption under this section bears the burden of proving such ent…
Fla. Stat. § 517.0611
The Florida Limited Offering Exemption
(1) This section may be cited as “The Florida Limited Offering Exemption.”(2) The registration provisions of s. 517.07 do not apply to a securities transaction conducted in accordance with this section; however, such transaction is subject to s. 517.301.(3) The offer or sale of securities under this section must be con…
Fla. Stat. § 517.0612
Florida Invest Local Exemption
(1) This section may be cited as the “Florida Invest Local Exemption.”(2) The registration provisions of s. 517.07 do not apply to a securities transaction conducted in accordance with this section; however, such transaction is subject to s. 517.301.(3) The offer or sale of securities under this section must meet the r…
Fla. Stat. § 517.0613
Failure to comply with a securities registration exemption
(1) Failure to meet the requirements for any exemption from securities registration does not preclude the issuer from claiming the availability of any other applicable state or federal exemption.(2) The exemptions created under ss. 517.061, 517.0611, and 517.0612 are not available to an issuer for any transaction or se…
Fla. Stat. § 517.0614
Integration of offerings
(1) If the safe harbors in subsection (2) do not apply in determining whether two or more offerings are to be treated as one for the purpose of registration or qualifying for an exemption from registration under this chapter, offers and sales may not be integrated if, based on the particular facts and circumstances, th…
Fla. Stat. § 517.0615
Solicitations of interest
(1) A communication will not be deemed to constitute general solicitation or general advertising if the communication is made in connection with a seminar or meeting in which more than one issuer participates and which is sponsored by a college, a university, or another institution of higher education; a state or local…
Fla. Stat. § 517.0616
Disqualification
(1) A registration exemption under s. 517.061(11), s. 517.0611, or s. 517.0612 is not available to an issuer if, at the time the issuer makes an offer for the sale of a security, the issuer; a predecessor of the issuer; an affiliated issuer; a director, executive officer, or other officer of the issuer participating in…
Fla. Stat. § 517.07
Registration of securities
(1) It is unlawful and a violation of this chapter for any person to sell or offer to sell a security within this state unless the security is exempt under s. 517.051, is sold in a transaction exempt under s. 517.061, is a federal covered security, or is registered pursuant to this chapter.(2) No securities that are re…
Fla. Stat. § 517.072
Viatical settlement investments
(1) The exemptions provided for by s. 517.051(6) and (11) do not apply to a viatical settlement investment.(2) The offering of a viatical settlement investment is not an exempt transaction under s. 517.061(10), (12), (13), and (18), regardless of whether the offering otherwise complies with the conditions of that secti…
Fla. Stat. § 517.075
Cuba, prospectus disclosure of doing business with, required
(1) Any issuer of securities that will be sold in this state pursuant to a prospectus must disclose in the prospectus if the issuer or any affiliate thereof does business with the government of Cuba or with any person or affiliate located in Cuba. The prospectus disclosure required by this subsection does not apply wit…
Fla. Stat. § 517.081
Registration procedure
(1) All securities required by this chapter to be registered before being sold in this state and not entitled to registration by notification shall be registered in the manner provided by this section.(2) The office shall receive and act upon applications for the registration of securities. Applications must be duly si…
Fla. Stat. § 517.082
Registration by notification; federal registration statements
(1) Securities offered or sold pursuant to a registration statement filed under the Securities Act of 1933, as amended, are entitled to registration by notification in the manner provided in subsection (2), provided that before the offer or sale the registration statement has become effective.(2) An application for reg…
Fla. Stat. § 517.101
Consent to service
(1) Upon any initial application for registration under s. 517.081 or s. 517.082 or upon request of the office, the issuer shall file with such application the irrevocable written consent of the issuer that in suits, proceedings, and actions growing out of the violation of any provision of this chapter, the service on…
Fla. Stat. § 517.111
Revocation or denial of registration of securities
(1) The office may revoke or suspend the registration of any security, or may deny any application to register securities, if, upon examination or investigation into the affairs of the issuer of such security, the office determines that:(a) The issuer cannot pay its debts as they become due in the usual course of busin…
Fla. Stat. § 517.12
Registration of dealers, associated persons, intermediaries, and investment advisers
(1) No dealer or associated person shall sell or offer for sale any securities in or from offices in this state or sell securities to persons in this state from offices outside this state, by mail or otherwise, unless the person is registered with the office as a dealer or as an associated person of a dealer pursuant t…
Fla. Stat. § 517.1201
Notice filing requirements for federal covered advisers
(1) It is unlawful for a person to transact business in this state as a federal covered adviser unless such person has made a notice filing with the office. A notice filing under this section shall consist of a copy of those documents that have been filed or are required to be filed by the federal covered adviser with…
Fla. Stat. § 517.1202
Notice-filing requirements for branch offices
(1) It is unlawful for a dealer or investment adviser to conduct business from a branch office in this state unless the dealer or investment adviser has made a branch office notice-filing with the office. A notice-filing under this section shall consist of a form that the commission may prescribe by rule. The commissio…
Fla. Stat. § 517.1205
Registration of associated persons specific as to securities dealer, investment adviser, or federal covered adviser identified at time of registration approval
Inasmuch as this chapter is intended to protect investors in securities offerings and other investment transactions regulated by that chapter, its provisions are to be construed to require full and fair disclosure of all, but only, those matters material to the investor’s evaluation of the offering or other transaction…
Fla. Stat. § 517.121
Books and records requirements; examinations
(1) A dealer, investment adviser, branch office, associated person, or intermediary shall maintain such books and records as the commission may prescribe by rule.(2) The office shall, at intermittent periods, examine the affairs and books and records of each registered dealer, investment adviser, associated person, int…
Fla. Stat. § 517.1214
Continuing education requirements for associated persons of investment advisers and federal covered advisers
(1) As used in this section, the term:(a) “Approved continuing education content” means the materials, written, oral, or otherwise, which have been approved by NASAA or its designee and which make up the educational program provided to an associated person under this section.(b) “Credit” means a unit designated by NASA…
Fla. Stat. § 517.1215
Requirements, rules of conduct, and prohibited business practices for investment advisers and their associated persons
(1) The commission shall specify by rule requirements for investment advisers deemed to have custody of client funds which concern the following:(a) Notification of custody of, maintenance of, and safeguards for client funds.(b) Communications with clients and independent representatives.(c) Requirements for investment…
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