Division of Securities

Associated Person

Canadian dealers are NOT required to register their associated persons in Florida.

An associated person who represents a Canadian dealer who has made a notice-filing under this subsection is exempt from the registration requirements of this section and may effect transactions in securities in this state as permitted for a dealer under Section 517.12(17) (a), Florida Statutes, if such person is registered in the jurisdiction from which he or she is effecting transactions into this state.

Branch Office

Canadian dealers are NOT required to notice-file their branch office locations with the Office of Financial Regulation.

Firm

A dealer that is located in Canada, does not have an office or other physical presence in this state, and may effect transactions in securities on a limited basis.

Intermediary

An intermediary is a natural person residing in the state or a corporation, trust, partnership, association, or other legal entity registered with the Secretary of State to do business in the state, which facilitates the offer or sale of securities under Chapter 517.0611, Florida Statutes (F.S.).

An intermediary of a crowdfunded securities offering under Florida’s Intrastate Crowdfunding Exemption (s. 517.0611, F.S.) must either be registered as a dealer, or file an application for registration as an intermediary with the Office of Financial Regulation (OFR).

Issuers

An issuer of a crowdfunded securities offering under Florida’s Intrastate Crowdfunding Exemption (s. 517.0611, Florida Statutes (F.S.)) must file a notice of the offering with the Office of Financial Regulation (OFR) at least 10 days before the issuer commences the offering or the offering is displayed on a website of an intermediary. To qualify for the exemption, issuers must meet certain  eligibility requirements.

Associated Person

Associated person of a dealer means any person who for compensation refers, solicits, offers, or negotiates for the purchase or sale of securities.

A person whose activities fall within this definition is required to register with the Office of Financial Regulation (OFR) as an associated person of a dealer pursuant to Section 517.12(1), Florida Statutes (F.S.).

The OFR will not register any person as an associated person of a dealer, unless the dealer with which the associated person seeks registration, is lawfully registered with the OFR.

Note: Registration as an associated person of a dealer does not constitute registration as an associated person of an investment adviser, or vice-versa. The two associated person registrations are separate and distinct.

Branch Office

Branch office means any location in this state of a dealer or investment adviser where one or more associated persons 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 any location that is held out as such.

Exclusions from the definition of branch office are set forth in Rule 69W-200.001(8), Florida Administrative Code (F.A.C.). Any person who claims entitlement to any of the exclusions bears the burden of proving such entitlement.

Firm

A dealer is any person, other than an associated person under Chapter 517, Florida Statutes (F.S.), who engages in the business of offering, buying, selling, or otherwise dealing or trading in securities issued by another person. Dealers registered with the Financial Industry Regulatory Authority (FINRA) must obtain registration in the states where they conduct business.

Associated Person

Associated person of a dealer means any person who for compensation refers, solicits, offers, or negotiates for the purchase or sale of securities.

A person whose activities fall within this definition is required to register with the Office of Financial Regulation (OFR) as an associated person of a dealer pursuant to Section 517.12(1), Florida Statutes (F.S.).

The OFR will not register any person as an associated person of a dealer unless the dealer with which the associated person seeks registration is lawfully registered with the OFR.

Note: Registration as an associated person of a dealer does not constitute registration as an associated person of an investment adviser, or vice-versa. The two associated person registrations are separate and distinct.

Branch Office

Branch office means any location in this state of a dealer or investment adviser where one or more associated persons 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 any location that is held out as such.

Exclusions from the definition of branch office are set forth in Rule 69W-200.001(8), Florida Administrative Code (F.A.C.). Any person who claims entitlement to any of the exclusions bears the burden of proving such entitlement.

Firm

A dealer is any person, other than an associated person under Chapter 517, Florida Statutes (F.S.), who engages in the business of offering, buying, selling, or otherwise dealing or trading in securities issued by another person. Dealers not registered with the Financial Industry Regulatory Authority (Non-FINRA) must obtain registration in the states where they conduct business.

Associated Person

Associated person of any investment adviser means any person who for compensation refers, solicits, offers, or negotiates for the purchase or sale of investment advisory services.

A person whose activities fall within these definitions is required to register with the Office of Financial Regulation (OFR) as an associated person of a federal covered adviser pursuant to Section 517.12(4), Florida Statutes (F.S.).

The federal covered adviser with which the associated person is seeking registration must be lawfully notice-filed with the OFR.

Note: Registration as an associated person of a federal covered adviser does not constitute registration as an associated person of a dealer, or vice-versa. The two associated person registrations are separate and distinct.

Branch Office

Federal covered advisers are NOT required to notice-file their branch office locations with the Office of Financial Regulation.

Firm

Federal covered advisers are defined as investment advisers with more than $100 million in assets under management. Generally, investment advisers are persons who receive 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 must obtain registration in the states where they conduct business.

No federal covered adviser shall engage in business from offices in this state, or render investment advice to persons of this state, unless the federal covered adviser has made a notice-filing with the Office of Financial Regulation (OFR) pursuant to Section 517.1201, Florida Statutes. (F.S.)

Associated Person

Associated person of an investment adviser means any person who for compensation refers, solicits, offers, or negotiates for the purchase or sale of investment advisory services.

A person whose activities fall within this definition is required to register with the Office of Financial Regulation (OFR) as an associated person of a state registered adviser pursuant to Section 517.12(4), Florida Statutes (F.S.).

The state registered adviser with which the associated person seeks registration must be lawfully registered with the OFR.

Note: Registration as an associated person of a state registered adviser does not constitute registration as an associated person of a dealer, or vice-versa. The two associated person registrations are separate and distinct.

Branch Office

Branch office means any location in this state of a dealer or investment adviser where one or more associated persons 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 any location that is held out as such.

Exclusions from the definition of branch office are set forth in Rule 69W-200.001(8), Florida Administrative Code (F.A.C.). Any person who claims entitlement to any of the exclusions bears the burden of proving such entitlement.

Firm

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 must obtain registration in the states where they conduct business.

No investment adviser shall engage in business from offices in this state, or render investment advice to persons of this state, unless the investment adviser is registered with the Office of Financial Regulation (OFR) pursuant to Section 517.12(4), Florida Statutes (F.S.).

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).

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).

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.

Notification Registration

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 the requirements of Section 517.082, Florida Statutes (F.S.).

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.