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FloridaHB 3792025HouseWALLET

Securities

Sponsored By: Webster Barnaby (Republican)

Signed by Governor

AppropriationInsurance & Banking SubcommitteeCommerce CommitteeHouse CalendarFiscal Policy

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Bill Overview

Analyzed Economic Effects

11 provisions identified: 5 benefits, 2 costs, 4 mixed.

More securities victims qualify for payments

The Securities Guaranty Fund now covers eligible victims with unpaid restitution orders, alongside those with unpaid final judgments. Court-confirmed arbitration awards count as final judgments. Claims must concern securities registration violations or securities fraud under sections 517.07 or 517.301. For awards entered on or after October 1, 2024, claimants must have lived or had a Florida-based business there when harmed. They must credit other recoveries against the award and apply within one year of the applicable judgment, execution-readiness, or appeal-decision date. A receiver can apply only for an eligible person and must be court-appointed for a wrongdoer ordered to pay restitution. Earlier awards follow the law in effect when entered.

Longer account holds for suspected exploitation

Dealers and investment advisers can extend protective holds on covered adults’ payments or transactions by 30 business days, up from 10. The initial hold lasts up to 15 business days. The firm’s review must continue to support a reasonable belief that financial exploitation occurred, is occurring, or was attempted or threatened. Firms must notify Florida’s financial regulator within 3 business days after extending a hold. This can protect money from exploitation but also delays access to it.

Securities sellers cannot fake government backing

Securities sellers in Florida cannot falsely claim government backing for a security or person. This includes claims of government guarantees, sponsorship, recommendations, or approval. The ban also covers securities and transactions exempt from registration rules.

Issuers lose one simplified registration hurdle

Issuers using simplified securities registration no longer need to show their business rests on sound business principles. They still must submit a complete application and pay the required fee. Sales must remain free from fraud, with fair, just, and equitable terms.

More institutional buyers get registration exemptions

More institutions, advisers, benefit plans, trusts, and family offices qualify for exemptions from Florida securities registration. Specified entities and trusts need more than $5 million in assets or investments and cannot exist solely to buy the securities. Family offices need more than $5 million under management, a qualified investment decision-maker, and the same purpose restriction. Entities whose owners all meet the listed purchaser tests also qualify. Offerings under section 517.061(9) are treated separately from other offerings; this safe harbor excludes sections 517.061(10) and (11).

Some foreign securities resales avoid registration

Some resales of foreign securities qualify for an exemption from Florida registration through registered or exempt dealers. The foreign issuer must have faced continuous reporting requirements in its home jurisdiction for at least 180 days. Its security must trade on a foreign exchange or market approved by state rule. Related securities of senior or substantially equal rank, and rights to buy them, can also qualify. The commission considers market oversight, reporting, quotations, and trade settlement when approving markets.

Broader securities oversight and fingerprint checks

Website operators helping Florida-based issuers sell securities count as intermediaries, even without Florida residency or business registration. Covered intermediary, dealer, adviser, and associated-person applicants face fingerprint checks, along with specified officers, directors, and owners. Checks cover direct individual owners with at least 5% and specified indirect owners or trustees with at least 25% at each ownership level. Ownership tracing stops before entities subject to federal reporting under section 12 or 15(d). Those checked pay state and federal processing fees; fingerprints go through Florida law enforcement to the FBI, and the commission can grant waivers by rule.

Issuers face deadlines for exempt offerings

Issuers using section 517.061(11) must file a transaction notice, consent to receive legal papers, and their general announcement. These documents are due within 15 days after the first Florida sale. Florida Invest Local issuers must file a notice, the same consent, and required disclosures at least 5 business days before offering securities. They must file an amended notice within 3 business days after submitted information materially changes. These filing duties fall on issuers, not household investors.

Company sale brokers face revised safeguards

Before closing covered sales, brokers must obtain written assurances about buyers’ management roles, such as choosing executives or approving budgets. Brokers lose the registration exemption for providing financing or arranging outside financing without legal compliance and written compensation disclosure. Other disqualifiers include joint representation without disclosure and consent, broker-assisted buyer groups, passive buyers, binding a party, and specified bars or suspensions. The shell-company test now turns on nominal operations and assets, without requiring public registration. Business-combination-related shells are excepted from the shell-company exclusion.

Issuer misconduct limits shift across exemptions

Federal misconduct disqualifications block exemptions under sections 517.061(11), 517.0611, and 517.0612 when covered people are disqualified at the offer date. Covered people include issuers, specified predecessors and affiliates, participating leaders, promoters, and owners with at least 20% of voting equity. Exemptions under sections 517.061(9) and (10) no longer face this disqualification. Other people listed in federal Rule 506(d), but not covered by this law, do not trigger the restriction.

Private company sales get revised thresholds

The broker exemption covers private companies without securities registered or required to register, or specified periodic reporting duties. In the fiscal year before the broker starts, the company needs earnings before interest, taxes, depreciation, and amortization below $25 million or revenue below $250 million. These limits adjust every five years using an employment cost index with a 2020 base, rounded to the nearest $100,000. After a covered sale, presumed buyer control starts at a 25% voting, sale-rights, or partnership/company capital share, up from 20%. Specified officer and management roles no longer automatically create that presumption.

Sponsors & Cosponsors

Sponsor

  • Webster Barnaby

    Republican • House

Cosponsors

  • Commerce Committee

    Affiliation unavailable

  • Insurance & Banking Subcommittee

    Affiliation unavailable

Roll Call Votes

All Roll Calls

Yes: 151 • No: 0

Senate vote • 4/24/2025

Senate Floor Vote

Yes: 37 • No: 0

House vote • 4/16/2025

House Floor Vote

Yes: 114 • No: 0

Actions Timeline

  1. Chapter No. 2025-28

    5/20/2025

  2. Approved by Governor

    5/16/2025

  3. Signed by Officers and presented to Governor

    5/16/2025

  4. Ordered enrolled

    4/24/2025House

  5. In Messages

    4/24/2025House

  6. CS passed; YEAS 37 NAYS 0 -SJ 547

    4/24/2025Senate

  7. Read 3rd time -SJ 547

    4/24/2025Senate

  8. Read 2nd time -SJ 547

    4/24/2025Senate

  9. Substituted for CS/CS/SB 988 -SJ 547

    4/24/2025Senate

  10. Placed on Calendar, on 2nd reading

    4/24/2025Senate

  11. Withdrawn from Fiscal Policy -SJ 547

    4/24/2025Senate

  12. Received

    4/22/2025Senate

  13. Referred to Fiscal Policy

    4/16/2025Senate

  14. In Messages

    4/16/2025Senate

  15. CS passed; YEAS 114, NAYS 0

    4/16/2025House

  16. Read 3rd time

    4/16/2025House

  17. Added to Third Reading Calendar

    4/16/2025House

  18. Placed on 3rd reading

    4/16/2025House

  19. Read 2nd time

    4/16/2025House

  20. Bill added to Special Order Calendar (4/16/2025)

    4/10/2025House

  21. Added to Second Reading Calendar

    4/9/2025House

  22. Bill referred to House Calendar

    4/9/2025House

  23. 1st Reading (Committee Substitute 2)

    4/8/2025House

  24. CS Filed

    4/8/2025House

  25. Laid on Table under Rule 7.18(a)

    4/8/2025House

Bill Text

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