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.