Current through Reg. 50, No. 187; September 24, 2024
(1) An
applicant for registration of securities pursuant to Section
517.081, F.S., shall comply with
the rules contained in Chapter 69W-700, F.A.C. An applicant shall file forms
and fees electronically on the Office of Financial Regulation (Office) website
at https://real.flofr.com through
the Regulatory Enforcement and Licensing (REAL) System or through the North
American Securities Administrators Association Electronic Filing Depository
(EFD) at https://efdnasaa.org. An
application filed through the REAL System shall be deemed received on the date
the Office issues to the applicant a confirmation of submission and payment via
the Office's website. An application filed through the EFD shall be deemed
received on the date the Office issues to the applicant a confirmation of
submission and payment. The application shall include all information required
by such forms and payment of the statutory fees, as required by Section
517.081(8),
F.S. An application shall include the following:
(a) Form OFR-S-1-91, Application for
Registration of Securities (10-2024) or Form OFR-S-12-97, SCOR (Small Corporate
Offering Registration) Application to Register Securities (10-2024). These
forms are hereby incorporated by reference and are available at
http://www.flrules.org/Gateway/reference.asp?No=Ref-17044,
http://www.flrules.org/Gateway/reference.asp?No=Ref-17045,
or from the Office at
https://flofr.gov/sitePages/MaterialsDS.htm;
(b) OFR-S-7-91, Exhibit 1 (General Issue)
(10-2024). This form is hereby incorporated by reference and is available at
http://www.flrules.org/Gateway/reference.asp?No=Ref-17046
or from the Office at
https://flofr.gov/sitePages/MaterialsDS.htm;
(c) An irrevocable written Uniform Consent to
Service of Process, Form U-2 (6/2016). This form is hereby incorporated by
reference and is available at
http://www.flrules.org/Gateway/reference.asp?No=Ref-11275.
(2) Request for Additional
Information. All information required by subsection (1) of this rule, shall be
submitted with the original application filing. The required exhibits in the
application forms are not intended to limit the applicant's presentation of any
of the requirements, but merely represent the minimum information to be filed.
Any request for additional documents or information shall be made by the Office
within thirty (30) days after receipt of the application. Additional
information shall be submitted directly with the Office within sixty (60) days
after a request has been made by the Office. The Office shall grant a request
for an additional thirty (30) days to submit the additional information. The
Office shall not grant a request after the original sixty (60) day deadline has
passed. Failure to provide timely all additional information shall result in
the application being deemed abandoned, which shall result in the application
being removed from further consideration by the Office and closed.
(3) Financial Reporting Requirements for
Securities Registration.
(a) All applicants
for registration of securities pursuant to Section
517.081, F.S., shall file
audited financial statements. An applicant offering securities pursuant to
Regulation A, Tier I of the Securities Act of 1933, is not required to file
audited financial statements unless audited statements have been prepared and
submitted to the Securities and Exchange Commission in perfecting the
Regulation A exemption.
(b) The
applicant shall file such financial statements as of a date within 90 days
prior to the date of filing the registration statement or application, these
financial statements need not be audited, however, if these statements are not
audited, there shall be filed, in addition, audited statements as of the
applicant's last fiscal year.
1. All such
financial statements should be normally on a consolidated basis with respect to
a parent corporation in which it owns directly or indirectly more than 50% of
the outstanding voting securities.
2. Separate financial statements are required
for unconsolidated subsidiaries, or 50% or less owned companies, accounted for
by the equity method.
(c) If any of the proceeds of the securities
offered for registration are to be used directly or indirectly for the purchase
of any business or portion thereof, financial statements of such business or
portion thereof are required to be filed as required by paragraph (3)(a) of
this rule.
(d) For purposes of Rule
69W-700.005, F.A.C., Individual
General Partners shall submit an unaudited balance sheet which conforms to
United States generally accepted accounting principles. Such balance sheet
should be prepared on a cost basis. A two-column presentation showing both cost
in the first column paralleled by a second column presenting estimated values
will also be acceptable. However, the Office will not base the net worth
computation on estimated values unless satisfactory evidence of the estimated
values is presented to the Office.
(4)
(a) The
Office of Financial Regulation may allow amendment(s) to an application for
registration subsequent to the approval of such application by the Office of
Financial Regulation if the amendment(s) does not materially change the terms
of the offering, thereby requiring a re-examination of an application to
determine compliance with Section
517.081(9),
F.S., and the rules prescribed by Chapter 69W-700, F.A.C.
(b) All requests for material changes to a
registration subsequent to approval by the Office of Financial Regulation shall
be accompanied by a new application, filing fee and exhibits as required by
Section 517.081, F.S.
Rulemaking Authority
517.03 FS. Law Implemented
517.07,
517.081,
517.101
FS.
New 9-20-82, Formerly 3E-20.011, 3E-700.01, Amended
7-31-91, Formerly 3E-700.001, Amended 9-22-14, 12-29-15, 11-25-19, 1-17-21,
8-8-21, 3-21-24.
