Chapter 517 — Chapter 517

This chapter may be cited as the “Florida Securities and Investor Protection Act.”

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,…

(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 …

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 entitlem…

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 sect…

(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 s…

(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 secur…

(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 availabl…

(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 th…

(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 instituti…

A registration exemption under s. 517.061(9), (10), and (11), s. 517.0611, or s. 517.0612 is not available to an issuer that would be disqualified under Securities and Exchange Commission Rule 506(d), 17 C.F.R. s. 230.506(d), as amended, at the time the issuer makes an offer for …

(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 th…

(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 co…

(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 requir…

(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 …

(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 bec…

(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 pr…

(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…

(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 …

(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 fi…

(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 commiss…

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 evaluat…

(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, in…

(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) …

(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 represe…

The commission by rule may establish rules of conduct and prohibited business practices for dealers and their associated persons and for intermediaries. In adopting the rules, the commission shall consider general industry standards as expressed in the rules and regulations of th…

Any agreement to provide services that are covered by this chapter, entered into after October 1, 1996, by a person required to register under this chapter, for arbitration of disputes arising under the agreement may provide to an aggrieved party the option of having arbitration …

(1) As used in this section, the term “final judgment” includes an arbitration award confirmed by a court of competent jurisdiction.(2)(a) The Chief Financial Officer shall establish a Securities Guaranty Fund to provide monetary relief to victims of securities violations under t…

(1) As used in this section, the term:(a) “Claimant” means a person determined eligible for payment under s. 517.131 that is approved by the office for payment from the Securities Guaranty Fund.(b) “Final judgment” includes an arbitration award confirmed by a court of competent j…

The funds of the Securities Guaranty Fund shall be invested by the Chief Financial Officer under the same limitations as other state funds, and the interest earned thereon shall be deposited to the credit of the fund and available for the same purpose as other moneys deposited in…

(1) Registration under s. 517.12 may be denied or any registration granted may be revoked, restricted, or suspended by the office if the office determines that such applicant or registrant; any member, principal, or director of the applicant or registrant or any person having a s…

(1) The commission shall adopt by rule disciplinary guidelines applicable to each ground for disciplinary action that may be imposed by the office.(a) The disciplinary guidelines shall specify a range of penalties based upon the severity and repetition of specific offenses. The d…

It shall not be necessary to negate any of the exemptions provided in this chapter in any complaint, information, indictment, or other writ or proceedings brought under this chapter; and the burden of establishing the right to any exemption shall be upon the party claiming the be…

(1) When it appears to the office, either upon complaint or otherwise, that a person has engaged or is about to engage in any act or practice constituting a violation of this chapter or a rule or order hereunder, the office may investigate; and whenever it shall believe from evid…

(1) The office:(a) May make investigations and examinations within or outside of this state as it deems necessary:1. To determine whether a person has violated or is about to violate any provision of this chapter or a rule or order hereunder; or2. To aid in the enforcement of thi…

(1)(a) Except as otherwise provided by this section, information relative to an investigation or examination by the office pursuant to this chapter, including any consumer complaint, is confidential and exempt from s. 119.07(1) until the investigation or examination is completed …

(1) As used in this section, the term “examination techniques or procedures” means the methods, processes, and guidelines used to evaluate regulatory compliance and to collect and analyze data, records, and testimony for the purpose of documenting violations of this chapter and t…

(1) Every sale made in violation of either s. 517.07 or s. 517.12(1), (3), (4), (8), (10), (12), (15), or (17) may be rescinded at the election of the purchaser; however, a sale made in violation of the provisions of s. 517.1202(3) relating to a renewal of a branch office notific…

It is unlawful and a violation of this chapter for any person to engage in any act or practice in or from this state, which act or practice constitutes a violation of any provision of the Commodity Exchange Act, 7 U.S.C. ss. 1 et seq., as amended, or the rules and regulations of …

(1) It is unlawful and a violation of this chapter for a person:(a) In connection with the rendering of any investment advice or in connection with the offer, sale, or purchase of any investment or security, including any security exempted under s. 517.051 and including any secur…

(1) Whoever violates any of the provisions of this chapter is guilty of a felony of the third degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084.(2) Any person who violates s. 517.301 by obtaining money or property of an aggregate value exceeding $50,000 from…

(1) The commission and office may photograph, microphotograph, or reproduce on film or prints documents, records, data, and information of a permanent character.(2) The commission and office may destroy any of said documents after audit has been completed for the period embracing…

All fees of any nature collected by the office pursuant to this chapter shall be disbursed as follows:(1) The office shall transfer the amount of fees required to be deposited into the Securities Guaranty Fund pursuant to s. 517.131.(2) After the transfer required in subsection (…

There shall be exempt from all excise taxes imposed by chapter 201 all promissory notes, nonnegotiable notes, and other written obligations to pay money bearing dates subsequent to July 1, 1957, when the maker thereof is a security dealer registered by the office under this chapt…

(1) As used in this section, the term:(a) “Financial exploitation” means the wrongful or unauthorized taking, withholding, appropriation, or use of money, assets, or property of a specified adult; or any act or omission by a person, including through the use of a power of attorne…