Division of Securities

Dealers registered in Canada with no office or physical presence in Florida who file a notice filing with OFR may affect transactions with: (a) person present in Florida with whom the Canadian dealer had a bona fide relationship before the person entered the United States; and (2) a person from Canada who is present in Florida and whose transactions are in a self-directed, tax advantaged retirement plan in Canada of which the person is a holder or contributor. No notice filing is required for Canadian dealer branch offices. Associated persons of notice-filed Canadian dealers are exempt from registering if they are registered in the jurisdiction from which they are affecting transactions (e.g., registered in Canada).

Canadian dealers must submit their notice filing and a non-refundable statutory filing fee $200 through OFR’s REAL system. Notice filing amendments, terminations and payment of annual filing fees are also processed via OFR’s REAL system.

Reference Materials Relating to Canadian Dealers

For complete requirements, including the notice filing form, instructions for filing, and statutory fees, please refer to section 517.12(17), F.S., and Rule 69W-600.0015, F.A.C.

An intermediary facilitates through its website the offer or sale of securities of an issuer with a principal place of business in this state.

An intermediary of a securities offering under the Florida Limited Offering Exemption, section 517.0611, F.S., must be registered as a dealer or registered as an intermediary with OFR. Intermediaries must submit a Form FLO-INT, Registration of Limited Offering Intermediary Application inclusive of any required documentation and a statutory filing fee of $200 through OFR’s REAL system. OFR will return any paper applications for intermediary registration and fee payment checks it receives with instructions to submit the application and the filing fee electronically.

Required fingerprint submissions for persons listed in section 517.12(20)(c), F.S., shall be filed electronically. For fingerprint submission requirement procedure click here.

If the information contained on the Form FLO-INT becomes inaccurate for any reason, the intermediary shall file an amendment to the Form FLO-INT, correcting the information within 30 days. An intermediary who wishes to terminate its registration must file a Form FLO-INT regarding such termination. Amendment filings and Form FLO-INT terminations must also be submitted via OFR’s REAL system portal.

Reference Materials Relating to Intermediary

For complete registration and other requirements, intermediaries should refer to sections 517.12(20) and 517.0611, F.S., and Rules 69W-600.0019 and 69W-600.0145, F.A.C.

FINRA member dealers must register in states where they conduct business. FINRA members register with Florida through FINRA’s CRD system by checking the appropriate state box when submitting a Form BD and paying Florida’s statutory $200 fee. Amendments to Form BD, payment of the $200 annual statutory renewal fee and withdrawals are processed via FINRA’s CRD system.

FINRA member branch offices in Florida must be notice filed with OFR. A branch office means any location where one or more associated persons of a member regularly conduct the business of effecting any transactions in, or inducing or attempting to induce the purchase or sale of, any security, or is held out as such. Exclusions from the definition of branch office are set forth in Rule 69W-200.001(7), F.A.C. FINRA members notice file their branch offices when filing or amending a Form BR and paying the statutory branch office notice filing fee of $100 via FINRA’s CRD system. Branch office notice filing amendments, payment of the $100 annual branch office notice filing renewal fee and terminations of branch office notice filings are processed via FINRA’s CRD system.

Associated person of a dealer means a natural person who is employed, appointed, or authorized by a dealer and who represents the dealer in effecting or attempting to effect purchases or sales of securities. Associated persons who sell or offer to sell securities in or from offices in this state, or sell securities to persons in this state, must be registered in Florida. FINRA members may register their associated persons by submitting Form U4 Uniform Application for Securities Industry Registration or Transfer and paying the statutory registration fee of $50 via FINRA’s CRD system. Amendments to the Form U4, payment of the annual $50 renewal fee and filing of Form U5 forms are processed via FINRA’s CRD.

Reference Materials Relating to Broker-Dealer and Broker-Dealer Associated Persons Registration with Florida

The above is a summary of Florida registration requirements applicable to FINRA Member dealers and their associated persons. For complete information on registering FINRA member firms with Florida, please see section 517.12, F.S., and Rule 69W-600.001, F.A.C. For registration exemptions, see section 517.061, F.S. For information relating to notice filing a branch office see section 517.1202, F.S., and Rule 69W-600.0031, F.A.C. For FINRA member firm associated persons see section 517.12, F.S., and Rule 69W-600.002, F.A.C. 

Notice Filing Federal Covered Advisers

Federal covered advisers are defined as investment advisers with more than $100 million in assets under management and registered, or required to be registered, under section 203 of the Investment Advisers Act of 1940 (Advisers Act). No federal covered adviser shall engage in business from offices in Florida, or render investment advice to persons of Florida, unless the federal covered adviser has made a notice filing with OFR pursuant to section 517.1201, F.S. Federal covered advisers are not required to notice file branch office locations with OFR.

All federal covered advisers’ notice filings must be filed via the IARD system by submitting Form ADV Part 1 Uniform Application for Investment Adviser Registration and a non-refundable statutory filing fee of $200. Federal covered advisers must pay an annual $200 renewal fee to OFR due each calendar year by December 31 through IARD.

Registration of Associated Persons of Federal Covered Advisers

Associated person of a federal covered adviser means a natural person who is an investment adviser representative and who has a place of business in this state, as such terms are defined in Adviser Act Rule 203A-3. Associated persons of notice-filed federal covered advisers must register with OFR pursuant to section 517.12(3), F.S.

Federal covered advisers notice filed with OFR may register their associated persons by filing a Form U4 Uniform Application for Securities Industry Registration and Transfer with the $50 statutory filing fee through FINRA’s CRD system. Amendments, payment of the $50 statutory annual renewal fee and registration terminations must also be processed through FINRA’s CRD system.

Reference Materials Relating to Notice-Filed Federal Covered Advisers and Their Associated Persons

See sections 517.12(3), F.S., 517.201, F.S., and Rule 69W-600.0017, F.A.C., for notice filing requirements applicable to federal covered advisers. Please see 517.12, F.S., and Rule 69W-600.0024, F.A.C., for registration requirements and procedures applicable to associated persons of notice filed federal covered advisers. 

Registration of State Covered Investment Advisers

An investment adviser is generally defined as any person who receives compensation in the business of advising others as to the value of securities or as to the advisability of investments in, purchasing of, or selling of securities.

Investment advisers with less than $100 million in assets under management are subject to state registration and regulatory requirements. No state investment adviser shall engage in business from offices in this state, or render investment advice to persons of this state, unless registered with OFR pursuant to section 517.12(3), F.S, or excluded from the definition of investment adviser. A full list of exclusions from the definition of investment adviser are set forth in section 517.021(20)(b), F.S. Chapter 517, F.S., includes a de minimus exclusion from the definition of investment adviser under section 517.021(20)(b)(7). Under that exclusion, a firm is not required to register with Florida if during the preceding 12 months it has fewer than six clients who are residents of this state.

Firms must file applications for state investment adviser registration and pay the statutorily required $200 filing fee through FINRA’s IARD system. Below is a summary of the items that must be submitted to OFR when a firm files an application for registration with OFR:

• Form ADV, Uniform Application for Investment Adviser Registration submitted through the IARD system;
• A Form U4 Uniform Application for Securities Industry Registration or Transfer (Form U4) filed through FINRA’s CRD system to register at least one associated person to designate as a principal;
• Written notification of the principal’s name and CRD number or social security number submitted directly to OFR;
• Financial statements and reports required under Rule 69W-600.0161(2), F.A.C., submitted directly to OFR;
• Fingerprints for any natural persons required to submit fingerprints pursuant to section 517.12(7), F.S.; and
• A copy of the articles of incorporation and amendments thereto, if a partnership, a copy of the partnership agreement, or if a limited liability company, a copy of the articles of organization submitted directly to OFR.

OFR may require the submission of additional documentation based on its review of the application and related documents.

Branch Office Notice Filing

State covered investment adviser branch offices in Florida must be notice filed with OFR. A branch office means any location where one or more associated persons of an investment adviser regularly conduct the business of rendering investment advice or effecting any transactions in, or inducing or attempting to induce the purchase or sale of, any security, or is held out as such. Exclusions from the definition of branch office are set forth in Rule 69W-200.001(7), F.A.C. Investment advisers notice file their branch offices when filing or amending a Form BR and paying the statutory branch office notice filing fee of $100 via FINRA’s CRD system. Branch notice filing amendments, payment of the $100 annual branch office notice filing renewal fee and terminations of branch notice filings are processed via FINRA’s CRD system.

Form ADV updates (due annually within 90 days of end of state investment advisers’ fiscal year or 30 days when information becomes inaccurate) must be filed via the IARD system. State investment advisers who are seeking to terminate or withdraw their registration must file a Form ADV-W through the IARD system. The statutory annual renewal fee of $200 is also payable via IARD system.

Annual financial statements must be filed with OFR within 90 days of state investment advisers’ fiscal year. Please see Rule 69W-600.0161, F.A.C., for financial statement requirements. Annual financial statements must be submitted to OFR through the online REAL system portal.

Registration of State Covered Investment Adviser’s Associated Persons

Associated person of a state covered investment adviser means any natural person, including, but not limited to, a partner, an officer, a director, or a branch manager, or a person occupying a similar status or performing similar functions, who is employed by or associated with, or is subject to the supervision and control of, an investment adviser registered or required to be registered under chapter 517, F.S., and who does any of the following:

• Makes any recommendation or otherwise gives investment advice regarding securities.
• Manages accounts or portfolios of clients.
• Determines which recommendations or advice regarding securities should be given.
• Receives compensation to solicit, offer, or negotiate for the sale of investment advisory services.
• Supervises employees who perform a function listed above.
  

A person whose activities fall within this definition is required to register with OFR as an associated person of a state registered adviser pursuant to section 517.12(3), F.S.

Applications for registration as an associated person of a Florida-registered investment adviser must be filed by submitting a Form U4 Uniform Application for Securities Industry Registration or Transfer and paying the $50 statutory application fee through FINRA’s CRD system. The following must be submitted:

• Form U4, Uniform Application for Securities Industry Registration or Transfer;
• Evidence of examinations/qualifications set forth in Rule 69W-600.0024(6), F.A.C.; and
• Fingerprints for persons required to be fingerprinted pursuant to section 517.12(7), F.S., and associated persons of state registered advisers who are not dually registered FINRA member broker-dealers must submit fingerprint results directly to OFR.

Amendments to Form U4s (due within 30 days from when information becomes inaccurate) must be filed through FINRA’s CRD system. Form U5 Uniform Termination Notice for Securities Industry Registration must also be filed via FINRA’s CRD system. The $50 statutory annual renewal fee for associated persons due by December 31 each calendar year must also be paid through FINRA’s CRD system.

Reference Materials Relating to Registration of State Covered Investment Advisers and Their Associated Persons

Please see sections 517.12, F.S., and 517.1205, F.S., for registration requirements applicable to state covered investment advisers and their associated persons respectively. Also see Rule 69W-600.0016, F.A.C., and Rule 69W-600.0024, F.A.C., for registration requirements applicable to state covered investment advisers and their associated persons.

It is unlawful and a violation of section 517.07, F.S., for any person to sell or offer to sell a security within this state, unless the security is: exempt under section 517.051, F.S.; sold in a transaction exempt under sections 517.061, F.S., 517.0611, F.S. or 517.0612, F.S.; a federal covered security; or registered pursuant to chapter 517, F.S. Any person who claims entitlement to any of the exclusions bears the burden of proving such entitlement.

Qualification Registration by Merit Review

Securities Qualification Registration by Intra-State or Merit Review (Qualification) authorizes the holder to sell or make an offering of securities within this state under section 517.081, F.S., which are not otherwise required to be registered with the Securities and Exchange Commission (SEC).

Issuers must file an application for registration of securities offerings with the OFR and a statutory fee of $1,000 per application for each offering that exceeds the amount provided in section 3(b) of the Securities Act of 1933, as amended, or $200 per application for each offering that does not exceed the amount provided in section 3(b) of the Securities Act of 1933 through OFR’s REAL system portal.

An application for registration of a securities offering must include:

• Form OFR-S-1-91, Application for Registration of Securities, including all information required by such form and any other information the OFR may require

• OFR-S-7-91, Exhibit 1 (General Issue)
• An irrevocable written Uniform Consent to Service of Process, Form U-2
  

Completed forms must be submitted via OFR’s REAL system. Any paper forms and fee payment checks that are submitted will be returned with instructions to file electronically via OFR’s REAL system.

Issuers should refer to section 517.081, F.S., and Rule 69W-700.001, F.A.C., for complete information on the securities registration process and refer to the below reference materials and forms.

Form U-7 - Small Corporate Offering Registration Form
OFR-S-12-97 - SCOR (Small Corporate Offering Registration)
OFR-S-13-97 - Florida Guide to Small Business Investments
OFR-S-1-91 - Application for Registration of Securities
OFR-S-7-91 - Exhibit 1 (General Issue)

Form U-2 - Uniform Consent to Service of Process (Revised 6/2016)
CUBA Disclosure of Business Activities in Cuba Form

Registrations by Qualification expire one (1) year from the date granted.

Notification Registration for Securities Registered with U.S. Securities and Exchange Commission

Securities offered or sold pursuant to a registration statement filed under the Securities Act of 1933 with the U.S. Securities and Exchange Commission are entitled to registration by notification pursuant to section 517.082, F.S. Issuers must submit an application for registration by notification and a nonreturnable fee of $1,000 per application electronically through OFR’s REAL system. The application must include:

• Form U-1, Uniform Application to Register Securities including all information required by such form and any other information the OFR may require
• One (1) copy of the initial registration statement as filed with the United States Securities and Exchange Commission unless effective upon filing with the Office of Financial Regulation
• Form U-2, Uniform Consent to Service of Process
• One (1) copy of the final pricing amendment/final prospectus as per the effective registration date with the Securities and Exchange Commission, except for Shelf Registration offerings to be made on a delayed or continuous basis pursuant to SEC Rule 415 (17 C.F.R. §230.415)
• Sales reports if requested by the OFR
  

Registrations by Notification expire one (1) year from the date granted.

Issuers should see section 517.082, F.S. and Rule 69W-800.001, F.A.C., for complete information. Below are the links to sample forms. Please note that the application and relevant forms must be filed via OFR’s REAL system only. Paper filings and fee checks will be returned with instructions to file electronically.

Form U-1 - Uniform Application to Register Securities (Effective 9/2023)
Form U-2 - Uniform Consent to Service of Process (Revised 6/2016)
CUBA Disclosure of Business Activities in Cuba Form

Regulation D

Rule 504 Public Offerings

Rule 504 of Regulation D exempts from registration with the Securities and Exchange Commission the offer and sale of up to $10 million of securities in a 12-month period. Issuers of Rule 504 of Regulation D must register such offerings with OFR before offering or selling the securities in in Florida unless a Florida exemption from registration applies. See section 517.061, F.S.

Rule 506 Private Placements

Securities offerings under Rule 506(b) and Rule 506(c) of Regulation D are not subject to state registration or qualification.

Unlike most states, Florida does not require issuers offering or selling securities in Florida pursuant to Rule 506 to file any notice (including the Form D) with the Office or pay any filing fee to notice-file the offering.

Florida Limited Offering (formerly crowdfunding)

A Florida limited offering (“FLO”) is an exempt intrastate offering available pursuant to section 517.0611, F.S., for for-profit businesses who maintain a principal place of business in and derive revenues primarily from operations in this state. To qualify for the exemption, issuers must meet certain eligibility requirements[RW1] :

• The issuer must conduct transactions for an offering of $2.5 million or more through a dealer or an intermediary registered with the OFR. For an offering of less than $2.5 million, the issuer may, but is not required to, use such a dealer or intermediary.
• The issuer must not be, either before or as a result of the offering, an investment company as defined in s. 3 of the Investment Company Act of 1940, 15 U.S.C. s. 80a-3, or subject to the reporting requirements of s. 13 or s. 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. s. 78m or s. 78o(d). s. 517.0611(4)(c), F.S.
• The issuer must not be a business entity that has an undefined business operation, lacks a business plan, lacks a stated investment goal for the funds being raised, or plans to engage in a merger or acquisition with an unspecified business entity.
• The issuer must not be subject to a disqualification described in sections 517.0616, F.S., or 517.1611, F.S. Each director, officer, manager, managing member, or general partner, or person occupying a similar status or performing a similar function, or person holding more than 20 percent of the equity interest of the issuer, is subject to this requirement.
  

An issuer of a FLO securities offering must file a notice of the offering with OFR via the REAL system portal at least 10 days before the issuer commences the offering or the offering is displayed on a website of an intermediary. The following must be submitted:

• Form FLO, Notice of Florida Limited Offering Pursuant to Section 517.0611, F.S.
• A copy of the issuer’s disclosure statement
• Statutory fee in the amount of $200
  

FLO offerings expire 12 months after the filing of the FLO notice with OFR and are not eligible for renewal.

For complete FLO requirements see section 517.0611, F.S., and Rule 69W-600.0018, F.A.C. For guidance on preparing the issuer’s disclosure statement please see FLO Supplement. All filings and payments of the statutory fee must be submitted electronically via OFR’s REAL portal system. OFR will return any paper forms and fee checks that it receives with instructions to submit electronically via the REAL system portal.

Please see sections 517.12(20) and 517.0611, F.S., and Rules 69W-600.0019, F.A.C., and 69W-600.0145, F.A.C. for requirements applicable to intermediaries.

Invest Local Offering Exemption

A Florida invest local offering is an exempt intrastate offering for up to $500,000 during a 12-month period. The issuer may not accept more than $10,000 from a single investor. An issuer intending to conduct an offering under Florida’s Invest Local Exemption, section 517.0612, F.S., must file a notice using Form OFR-FILE at least five (5) business days before commencing through OFR’s REAL system.

For the requirements applicable to Florida Invest Local Exempt offerings please see section 517.0612, F.S. and Rule 69W-500.020, F.A.C.