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, Florida Statutes (F.S.), which is not otherwise required to be registered with the U.S. Securities and Exchange Commission (SEC).
A Small Corporate Offering Registration (SCOR) authorizes the holder to sell or make an offering of securities in Florida under Section 517.081, F.S. The aggregate offering price in any consecutive 12-month period cannot exceed the amount provided in section 3(b) of the Securities Exchange Act of 1933. For purposes of state registration, Florida requires SCOR offerings to register as a Qualification.
It is unlawful and a violation of Chapter 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 Section 517.061, F.S.; a federal covered security; or registered pursuant to this Chapter. Any person who claims entitlement to any of the exclusions bears the burden of proving such entitlement.
Registration Requirements
The Florida Division of Securities utilizes the Regulatory Enforcement and Licensing (REAL) System for the registration of securities offerings. This online system enables filers to submit their application form and fees electronically. Additional filing requirements shall be submitted as prescribed in Chapter 517.081, F.S., and Rule 69W-700, Florida Administrative Code (F.A.C.)
Paper applications received by the Office of Financial Regulation will be returned to the applicant with instructions for filing electronically.
Maintaining Registration
Sales Reports
The issuer of a securities registration by Qualification is required to file sales reports in accordance with Rule 69W-700.019, F.A.C.
Expiration of Registration
Registrations by Qualification expire one (1) year from the date granted.
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)
CUBA Disclosure of Business Activities in Cuba Form
Statutes and Rules
Applicants for securities registration by Qualification are subject to the requirements found in Chapter 517, F.S., the Securities and Investor Protection Act, and the administrative rules, Sections 69W-100 through 69W-1000, F.A.C.