69W-800.001. Filing - Notification Registration Including Shelf Filings

(1) An application for Notification Registration or a shelf filing not in conflict with the provisions of Section 517.082(3), F.S., shall be filed on the Uniform Application to Register Securities (Form U-1) 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 deeemed 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 form and payment of the statutory fees, as required by Section 517.082, F.S. Exhibits which are required may not be incorporated by reference to previous filings. The application shall include:

(a) Form U-1, Uniform Application to Register Securities (04/17/23), which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-16511 or from the Office at https://flofr.gov/sitePages/MaterialsDS.htm;

(b) 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;

(c) Form U-2, Uniform Consent to Service of Process (06/16), which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-11275.

(d) 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), which is incorporated by reference in Rule 69W-200.002, F.A.C.; and,

(e) Unless specifically requested by the Office of Financial Regulation, sales reports will not be required for securities offered or sold pursuant to Section 517.082, F.S.

(2) A registration under Section 517.082, F.S., becomes effective when the federal registration becomes effective or as of the date the application is filed with the Office of Financial Regulation, whichever is later. Sales may be made in this state upon effectiveness without written confirmation by the Office of Financial Regulation.

(3) A copy of the SEC “Notice of Effectiveness” shall be filed within ten (10) business days from the date federal registration is granted if such registration was pending with the SEC at the time the notification application was filed.

(4) Should all documents required under this rule not be furnished to the Office of Financial Regulation within 60 days of the date of the effective federal registration, the Office of Financial Regulation shall deem the registration to be subject to revocation.

(5) Any application found to contain a material false statement shall be subject to administrative action by the Office of Financial Regulation.

Rulemaking Authority 517.03(1) FS. Law Implemented 517.082 FS. History–New 10-15-86, Amended 12-8-87, 7-31-91, 10-1-96, 10-20-97, Formerly 3E-800.001, Amended 11-22-10, 10-29-12, 9-22-14, 11-25-19, 8-8-21, 3-21-24.