69W-500.006. Commissions and Compensation Payable in Connection with an Offering Exempted Pursuant to Section 517.061(10), F.S

Fees paid to attorneys and accountants and other professionals for professional services rendered in connection with the issuance of securities pursuant to Section 517.061(10), F.S., shall not be deemed to constitute compensation for purposes of Section  517.021(10)(b)7.d., F.S.; however, if fees or compensation are paid for the sale of securities this shall be deemed to constitute compensation for purposes of Section 517.021(10)(b)7.d., F.S., and would require registration of the professional under Section 517.12, F.S.

NOTE: The Office of Financial Regulation is deeply concerned about the payment of fees to persons who are acting as dealers but are not registered as such when securities are offered and sold pursuant to Florida’s private placement section. The practice of disguising or characterizing these fees as something other than a sales commission not only defeats the availability of the exemption, but also produces an enormous contingent liability for the issuer. Because of these ramifications, an issuer availing itself of the private placement section should be cautious about any fees that are paid to persons who may subsequently be deemed dealers, including such professionals as attorneys, accountants, and offeree representatives.

Rulemaking Authority 517.03 FS. Law Implemented 517.061(10) FS. History–New 12-5-79, Amended 9-20-82, Formerly 3E-500.06, Amended 7-31-91, Formerly 3E-500.006, Amended 3-21-24, 10-20-24.