Florida Administrative Code

(1) An applicant for registration of securities must file a related prospectus containing significant information about the issuer and the offering so that the Office of Financial Regulation may ascertain if the proposed offering meets the requirements of Chapter 517, F.S. Such p…

Rulemaking Authority 517.03 FS. Law Implemented 517.081(3) FS. History-New 9-20-82, Formerly 3E-20.02, 3E-700.03, 3E-700.003, Amended 3-21-24, Repealed 10-1-24.

(1) The provisions of Section 517.07, F.S., requiring compliance with the registration requirements of the Florida Securities and Investor Protection Act, if applicable, prior to the offer or sale of securities in Florida, shall not be deemed to prevent the use of a preliminary p…

In offerings where the issuer is a development-stage company, the ratio of equity investment by promoters or insiders to the aggregate public offering shall be no less than: (1) Seven percent (7%) of the first $1,000,000 of the aggregate public offering; and, (2) $70,000 plus two…

Registration involving the sale of non-voting common stock or other equity security interests will not be permitted unless full and complete disclosure is made to the prospective purchaser and imprinted on the cover of the prospectus in bold face type in a contrasting color is th…

The Office of Financial Regulation will permit the registration of securities where options or warrants are granted to underwriters only on the condition that such options or warrants meet the criteria set forth in subsections (1) through (6), hereafter: (1)(a) They are issued to…

The Office of Financial Regulation will permit the registration of securities where options and warrants are granted to officers, employees and others only on the condition that such options or warrants meet the criteria set forth below. (1) An issuer may not grant options or war…

(1) As a condition to registration where the offering is on a "best efforts" basis, the success of the venture is dependent on the proceeds of the offering or the issuer is in a promotional or developmental phase, the Office of Financial Regulation may require that all or part of…

(1) An issuer of preferred stock shall have earnings after provision for federal income taxes and excluding extraordinary items for its last fiscal year, or of the average of its last three (3) fiscal years sufficient to pay the dividends for one (1) year on the securities to be …

(1) Registration will not be allowed for the sale of any interest in oil, gas, petroleum or mineral titles or leases unless the proposed drilling is located in a proven area substantiated by a qualified independent geologist. (2) The term "fractional undivided interest in oil or …

(1) The minimum purchase or initial subscription to an oil, gas, petroleum or mineral participation plan may not be less than $5,000 and must be payable in full by the purchaser directly to the issuer within twelve (12) months from the date on which the program commences. The ini…

An insurance company not authorized to do an insurance business in the State of Florida shall meet the financial and managerial standards for authorization as prescribed by the Florida Insurance Code prior to making application to the Office of Financial Regulation for registrati…

A Real Estate Investment Trust ("Trust") required to register its securities pursuant to Section 517.081, F.S., must have provisions in its Declaration of Trust, other organizational instruments or prospectus that satisfy the following conditions: (1) The Trust must have net asse…

(1) The offering price of securities that an issuer is seeking to register shall not exceed: (a) The established market price, for the securities of the same class as that proposed to be offered; or (b) A proposed price that reflects a price earnings ratio of securities of simila…

Rulemaking Authority 517.03 FS. Law Implemented 517.081(3) FS. History-New 9-20-82, Formerly 3E-20.16, 3E-700.18, 3E-700.018, Repealed 7-2-12.

Rulemaking Authority 517.03(1) FS. Law Implemented 517.081(3) FS. History-New 9-20-82, Formerly 3E-20.18, 3E-700.19, Amended 12-8-87, 7-31-91, Formerly 3E-700.019, Amended 10-29-12, Repealed 10-1-24.

(1) In the event that an offering of securities is not completed within six (6) months from the effective date of registration, a revised red-lined prospectus shall be prepared and filed for approval by the Office of Financial Regulation, not later than thirty (30) days prior to …

(1) Every issuer of a security required to be registered pursuant to Section 517.081, F.S., having in excess of one hundred (100) shareholders of record after distribution of its securities shall be required to appoint and maintain an independent transfer agent and/or registrar f…

Rulemaking Authority 517.03 FS. Law Implemented 517.03(1) FS. History-New 9-20-82, Formerly 3E-700.022, Repealed 10-1-24.

Rulemaking Authority 517.03 FS. Law Implemented 517.03(1) FS. History-New 9-20-82, Formerly 3E-700.024, Repealed 7-2-12.

(1) Registration of an issuer may not be permitted if the financial statements demonstrate the issuer to have an unsound financial condition. (2) Such unsound financial condition is determined by: (a) An accumulated deficit; (b) Negative shareholders equity; (c) An inability to s…

(1) Where an issuer has or will have loans or other material transactions with affiliates, the Office of Financial Regulation shall require that the issuer have and maintain at least two (2) independent directors on its board. (2) In additions to loans, other material transaction…

Rulemaking Authority 517.03(1) FS. Law Implemented 517.081(3), (7) FS. History-New 11-30-97, Formerly 3E-700.028, Amended 11-22-10, Repealed 9-22-14.

(1) It is unlawful for any person, in connection with the offer or sale of any security registered pursuant to Section 517.081, F.S., to publish, circulate or use any advertising which contains an untrue statement of material fact or omits to state a material fact necessary in or…

Rulemaking Authority 517.03(1) FS. Law Implemented 517.07 FS. History-New 12-5-79, Formerly 3E-100.08, Amended 10-1-96, 10-20-97, Formerly 3E-100.008, Formerly 69W-100.008, Repealed 10-1-24.

(1) An application for Notification Registration or a shelf filing not in conflict with the provisions of Section 517.082(3), F.S., shall be filed on the Uniform Application to Register Securities (Form U-1) electronically on the Office of Financial Regulation (Office) website at…

Rulemaking Authority 517.03(1) FS. Law Implemented 517.082 FS. History-New 10-15-86, Amended 11-14-93, 10-1-96, Formerly 3E-800.003, Amended 11-22-10, Repealed 11-25-19.

A preliminary prospectus if designated as such may be used by dealers registered with the Office of Financial Regulation, provided that Form U-1, Uniform Application to Register Securities (04/17/23), which is hereby incorporated by reference and available at http://www.flrules.o…

(1) For purposes of Section 517.075, F.S., a prospectus shall be defined as: (a) A final prospectus containing the information required by Section 10(a) of the Securities Act of 1933 (15 U.S.C. §77j(a)), which is incorporated by reference in Rule 69W-200.002, F.A.C. for securitie…

Application process for the Florida Armed Forces Reserve Family Readiness Program Application Fund (FLAFR FRPAF). All persons applying for assistance from the FLAFR FRPAF shall include all information required by Section 250.5206, F.S., and any other information determined to be …

(1) To be eligible for the Educational Dollars for Duty program (EDD) or the State Tuition Exemption Program (STEP), collectively Education Assistance Programs, defined in sections 250.10(7) and (8), F.S., a person must: (a) Be at least 17 years of age; (b) Be domiciled in the st…

(1) A member in the State Tuition Exemption Program (STEP) or Educational Dollars for Duty program (EDD) is in noncompliance with these programs, if: (a) A member fails to maintain satisfactory participation in the Florida National Guard during the academic term where benefits ar…

Rulemaking Authority 14.204(6) FS. Law Implemented 14.204, 282.201, 282.318 FS. History-New 7-13-09, Repealed by Chapter 2014-221, Laws of Florida, 7-1-14.

Rulemaking Authority 14.204(7), 282.318(3), 282.318(6) FS. Law Implemented Section 12, Chapter 2009-80, L.O.F. History-New 11-15-10, Repealed 6-5-16.

Rulemaking Authority 14.204(7), 282.318(3), 282.318(6) FS. Law Implemented Section 12, Chapter 2009-80, L.O.F. History-New 11-15-10, Repealed 6-5-16.

Rulemaking Authority 14.204(7), 282.318(3), 282.318(6) FS. Law Implemented Section 12, Chapter 2009-80, L.O.F. History-New 11-15-10, Repealed 6-5-16.

Rulemaking Authority 14.204(7), 282.318(3), 282.318(6) FS. Law Implemented Section 12, Chapter 2009-80, L.O.F. History-New 11-15-10, Repealed 6-5-16.

Rulemaking Authority 14.204(7), 282.318(3), 282.318(6) FS. Law Implemented Section 12, Chapter 2009-80, L.O.F. History-New 11-15-10, Repealed 6-5-16.

Rulemaking Authority 14.204(7), 282.318(3), 282.318(6) FS. Law Implemented Section 12, Chapter 2009-80, L.O.F. History-New 11-15-10, Repealed 6-5-16.

Rulemaking Authority 14.204(7), 282.318(3), 282.318(6) FS. Law Implemented Section 12, Chapter 2009-80, L.O.F. History-New 11-15-10, Repealed 6-5-16.

Rulemaking Authority 14.204(7), 282.318(3), 282.318(6) FS. Law Implemented Section 12, Chapter 2009-80, L.O.F. History-New 11-15-10, Repealed 6-5-16.

Rulemaking Authority 14.204(7), 282.318(3), 282.318(6) FS. Law Implemented Section 12, Chapter 2009-80, L.O.F. History-New 11-15-10, Repealed 6-5-16.

Rulemaking Authority 14.204(7), 282.318(3), 282.318(6) FS. Law Implemented Section 12, Chapter 2009-80, L.O.F. History-New 11-15-10, Repealed 6-5-16.

Rulemaking Authority 14.204(7), 282.318(3), 282.318(6) FS. Law Implemented Section 12, Chapter 2009-80, L.O.F. History-New 11-15-10, Repealed 6-5-16.

Rulemaking Authority 14.204(7), 282.318(3), 282.318(6) FS. Law Implemented Section 12, Chapter 2009-80, L.O.F. History-New 11-15-10, Repealed 6-5-16.

Rulemaking Authority 14.204(7), 282.318(3), 282.318(6) FS. Law Implemented Section 12, Chapter 2009-80, L.O.F. History-New 11-15-10, Repealed 6-5-16.

Rulemaking Authority 14.204(7), 282.318(3), 282.318(6) FS. Law Implemented Section 12, Chapter 2009-80, L.O.F. History-New 11-15-10, Repealed 6-5-16.

Rulemaking Authority 14.204(7), 282.318(3), 282.318(6) FS. Law Implemented Section 12, Chapter 2009-80, L.O.F. History-New 11-15-10, Repealed 6-5-16.

Rulemaking Authority 14.204(7), 282.318(3), 282.318(6) FS. Law Implemented Section 12, Chapter 2009-80, L.O.F. History-New 11-15-10, Repealed 6-5-16.

Rulemaking Authority 14.204(7), 282.318(3), 282.318(6) FS. Law Implemented Section 12, Chapter 2009-80, L.O.F. History-New 11-15-10, Repealed 6-5-16.