69W-600.0012. Application for Registration as a Dealer (Non-FINRA)

(1) New Applications.

(a) Applicants for initial registration of dealers that are not members of the Financial Industry Regulatory Authority (FINRA) shall file the Uniform Application for Broker-Dealer Registration (Form BD) electronically on the Office of Financial Regulation’s website at https://real.flofr.com through the Regulatory Enforcement and Licensing System (REAL) System as prescribed by the Financial Services Commission (Commission). The application shall include all information required by such form, any other information the Office may require, and payment of the statutory fees required by Sections 517.12(9) and 517.131, F.S. The application shall be deemed received on the date the Office issues a confirmation of submission and payment to the applicant via the Office’s website. Every application or amendment filed pursuant to this rule shall constitute a “written application” within the meaning of Section 517.12(5), F.S.

(b) An application shall include the following:

1. Form BD, Uniform Application for Broker-Dealer Registration (5-23), which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-16503 or from the Office at https://flofr.gov/sitePages/MaterialsDS.htm;

2. Statutory fee in the amount required by Section 517.12(9), F.S.;

3. A Uniform Application for Securities Industry Registration or Transfer (Form U4) (05/2009), to register at least one principal as set forth in this rule. The Form U4 is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-12552. In conjunction with filing its Form BD with the Office, the dealer shall provide the Office written notification of the principal’s name and social security number. Social security numbers are collected by the Office pursuant to Section 517.12(6)(a), F.S., and are used to verify the identity of individuals;

4. Financial statements and reports required under paragraph 69W-600.0151(4)(a) and Rule 69W-600.017, F.A.C.;

5. Proof of effective registration with the Securities and Exchange Commission (SEC). Where required by Section 517.12(15), F.S., applicants shall also provide the Office with proof of insurance coverage by the Securities Investor Protection Corporation. Evidence of current membership as a dealer with the SEC shall satisfy this requirement;

6. Any direct or indirect owner or control person required to be reported on Form BD, pursuant to Section 517.12(6), F.S., shall comply with the fingerprinting requirements in accordance with subsection (7) of this rule; and,

7. A copy of the articles of incorporation and amendments thereto, if a partnership, a copy of the partnership agreement, or if a limited liability company, a copy of the articles of organization.

(2) Request for Additional Information. All information required by subsection (1) of this rule, shall be submitted with the original application filing. Any request for additional documents or information shall be made by the Office within thirty (30) days after receipt of the application. Additional information shall be submitted directly with the Office within sixty (60) days after a request has been made by the Office. The Office shall grant a request for an additional thirty (30) days to submit the additional information. The Office shall not grant a request after the original sixty (60) day deadline has passed. Failure to provide timely all additional information shall result in the application being deemed abandoned, which shall result in the application being removed from further consideration by the Office and closed.

(3) Amendment of Application. If the information contained in any application for registration as a dealer or in any amendment thereto, becomes inaccurate for any reason, the dealer shall file an amendment on the Form BD, correcting such information within 30 days. Applicants and registrants shall file such amendments, including those required by subsection (11) of this rule, directly with the Office electronically through the REAL System.

(4) Obligations Related to Acts of Associated Persons. A dealer shall be responsible for the acts, practices, and conduct of their registered associated persons in connection with the purchase and sale of securities or in connection with the rendering of investment advice until such time as they have been properly terminated as provided in this rule; and such dealer may be subject to assessment under Section 517.12(10), F.S., for such associated persons as have been terminated but for whom the appropriate termination notices have not been filed at date of license renewal.

(5) Requirement to Maintain Principal.

(a) Every applicant for registration and registrant under Section 517.12, F.S., as a dealer (as those terms are defined under Section 517.021, F.S.), shall have and maintain at least one associated person qualified and registered as principal pursuant to Section 517.12, F.S., and the rules thereunder.

(b) In the event a registered dealer fails to maintain at least one person registered as principal for more than thirty (30) days, the registration of such dealer shall be suspended until such time as a qualified principal is so registered.

(c) Any applicant or registrant dealer may elect to register more than one person as principal; there is no limitation as to the number of associated persons that may be registered as principal as long as such persons meet the qualification standards as prescribed in subsection (6) of this rule, and the appropriate fees as specified in Section 517.12(9), F.S., have been paid.

(6) Examinations/Qualifications Requirements.

(a) Every applicant for registration shall execute and submit a statement attesting to said applicant’s knowledge and review of the Florida Securities and Investor Protection Act, as contained in the Form U4.

(b) Every applicant for initial registration as a principal or agent of a dealer shall evidence securities general knowledge by:

1. Submitting to the Office proof of passing, within two years of the date of application for registration, an examination relating to the position to be filled administered by a national securities exchange registered with the SEC; or

2. Submitting to the Office evidence of effective registration, within the preceding two years, with a national securities association or national stock exchange registered with the SEC, relating to the position to be filled as principal or agent; or

3. Having remained continuously registered in the capacity to be filled with the State of Florida without interruption of more than two years; or

4. Submitting to the Office proof of passing, within two years of the date of application for registration, an examination relating to the position to be filled administered by a national securities association and proof of passing, within four years of the date of application for registration, the Securities Industry Essentials (SIE) Examination. The following individuals will be considered to have passed the SIE Examination:

a. Individuals whose registration as an associated person was terminated between October 1, 2014, and September 30, 2018, provided they re-register as an associated person within four years from the date of their last registration;

b. Individuals who registered as an associated person prior to October 1, 2018, and who continue to maintain those registrations on or after October 1, 2018; or

5. Submitting to the Office proof of participation in the FINRA Maintaining Qualification Program (MQP) as set forth in FINRA Rule 1240(c), which is incorporated by reference in Rule 69W-200.002, F.A.C., and maintenance of the validity of the examinations relating to the position to be filled administered by a national securities association to be demonstrated by meeting the conditions of participation in the MQP. Participation in the MQP shall not extend the validity period for the Uniform Investment Adviser Law Examination (Series 65) or the Uniform Combined State Law Examination (Series 66) for purposes of associated person of an investment adviser or federal covered adviser registration.

(7) Fingerprint Requirements.

(a) Fingerprints filed in accordance with Section 517.12(6), F.S., shall be submitted to the Office through a live scan vendor approved by the Florida Department of Law Enforcement (FDLE) and published on FDLE’s website for submission to FDLE and the Federal Bureau of Investigation (FBI) for a state criminal background check and a federal criminal background check. The cost of fingerprint processing shall be borne by the applicant and paid directly to the live scan vendor.

(b) Notwithstanding any exemptions found in SEC rule 17f-2 (17 C.F.R. §240.17f-2) which is incorporated by reference in Rule 69W-200.002, F.A.C., any direct owner, principal, or indirect owner that is required to be reported on Form BD, pursuant to Section 517.12(6), F.S., who is not currently registered in Florida with the firm they are seeking to join or act as a direct owner, principal, or indirect owner shall submit fingerprints to the Office through a live scan vendor approved by FDLE and published on FDLE’s website for submission to FDLE and the FBI for a state criminal background check and a federal criminal background check. The cost of fingerprint processing shall be borne by the applicant and paid directly to the live scan vendor.

(8) Renewal Requirement.

(a) Every dealer registered with the Office shall annually verify all registrations of associated persons and branch office notice-filings prior to December 31.

(b) In addition to verifying registration or notice-filings as provided in paragraph (8)(a), to renew its registration and the registrations of its associated persons and branch office notice-filings, each dealer shall pay all renewal fees as required by Sections 517.12(10) and 517.1202(3), F.S.

(c) Renewal fees for non-FINRA member firms, associated persons of non-FINRA member firms and all branch offices of non-FINRA member firms shall be filed electronically on the Office’s website at https://real.flofr.com through the REAL System and shall be deemed received on the date the Office issues a confirmation of submission and payment to the applicant via the Office’s website. All renewal fees must be received by the Office by December 31 of the year the registration or notice-filing expires.

(d) For dealers that are not members of FINRA, failure to submit the requisite amount of fees as provided for in paragraph (8)(b), by December 31 of the year of expiration of the registration, shall result in the firm registration, agent registration, or notice-filing not being renewed. If December 31 falls on a Saturday, Sunday or legal holiday pursuant to Section 110.117, F.S., the renewals received on the next business day shall be considered timely received. However, an expired registration or notice-filing may be reinstated in accordance with Section 517.12(10) or 517.1202(3), F.S., provided that all requisite information and fees are filed electronically on the Office’s website at https://real.flofr.com through the REAL System on or before January 31 of the year following the year of expiration. Failure to submit the requisite amount of fees necessary to reinstate registration by January 31 of the year following the year of expiration shall result in such registration or notice-filing not being reinstated. If January 31 falls on a Saturday, Sunday, or legal holiday pursuant to Section 110.117, F.S., the reinstatement received on the next business day shall be considered timely received. If the renewal or reinstatement is withdrawn or not granted, any fees filed to renew or reinstate registration or notice-filing shall become the revenue of the state pursuant to the provisions of Section 517.12(9) or 517.1202(8), F.S., and shall not be returnable.

(9) Termination of Registration as Dealer, Principal or Agent, or Notification of Branch Office.

(a) Where a registrant withdraws, cancels, or otherwise terminates registration, or is terminated for any reason, notice of such fact shall be electronically filed with the Office through the REAL System on the forms incorporated in paragraph (9)(c) of this rule, within thirty (30) calendar days of the date of termination. Such forms shall be filed electronically in accordance with this rule.

(b) The Office may deny any request to terminate or withdraw any application or registration as provided under Section 517.161(5), F.S.

(c) The forms to be utilized for providing notice to the Office under paragraph (9)(a), and which are hereby incorporated by reference are:

1. Uniform Request for Broker Dealer Withdrawal (Form BDW) (04-07), which is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06079.

2. Uniform Branch Office Registration Form (Form BR) (04/2014), which is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06080.

3. Uniform Termination Notice for Securities Industry Registration (Form U5) (05-09), which is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-12561.

(10) Notice of Civil, Criminal or Administrative Action. A broker dealer shall:

(a) Notify the Office within thirty (30) calendar days of the date a complaint is served, of any civil, criminal or administrative charges filed against the firm or owner which directly or indirectly relate to the registration or sale of securities, or which directly or indirectly relate to the activities as a dealer, investment adviser, principal or agent, or any other activity where a breach of a fiduciary trust is alleged. This shall not include minor traffic violations; but shall include any notification of investigation by any recognized regulatory agency; and,

(b) Notify the Office within thirty (30) calendar days of the date of decision, order, or sanction rendered, or any appeal filed with respect to such decision with regard to any complaint outlined in paragraph (10)(a).

(c) Such notifications shall be filed with the Office through the REAL System in accordance with subsection (3) of this rule. When specifically requested by the Office, one (1) copy of such complaint, answer or reply to any complaint, decision, order, or sanction shall be filed with the Office through the REAL System. Responses to requests by the Office for additional information shall be filed directly with the Office through the REAL System.

(11) Changes in Name and Successor Registration Requirements.

(a) Where only a change in the name of an applicant or registrant as dealer or associated person occurs, notices of such fact shall be filed as an amendment on the forms prescribed by the Office within thirty (30) calendar days of the date of such change. For registrants who are not members of the FINRA, such amendment shall be filed with the Office through the REAL System. Any amendments to organizational documents or accompanying letters of explanation shall be submitted to the Office within 30 days when specifically requested by the Office pursuant to Section 517.201, F.S.

(b) Where there is a change in legal entity of a proprietary, partnership, or corporate registrant, the successor entity shall file with the Office an amendment to the Form BD within thirty (30) calendar days of the date of such change. For registrants who are not members of FINRA, such amendment shall be filed with the Office through the REAL System. Any amendments to organizational documents, accompanying letters of explanation, or current financial statements of the successor shall be submitted directly to the Office within 30 days when specifically requested by the Office pursuant to Section 517.201, F.S.

(c) Merger Situations: Where there is a merger of dealer or investment adviser registrants involving the assumption by the successor of substantially all assets and liabilities of the merged entities and the continuation of the activities of the merged entities’ successor entity, the merging entities shall file notification with the Office denoting such changes as are applicable within thirty (30) calendar days prior to the date of such change. The successor entity shall file an amendment to Form BD denoting such changes as are applicable within thirty (30) calendar days of date of such change. For registrants who are not members of FINRA, each amendment shall be filed with the Office through the REAL System. A copy of the plan of merger/merger agreement, amended organizational documents, accompanying letters of explanation, or current financial statements of the successor (merged) entity shall be submitted directly to the Office within 30 days when specifically requested by the Office pursuant to Section 517.201, F.S.

(d) Change of Control:

1. Where a person or a group of persons directly or indirectly or acting by or through one or more persons, proposes to acquire a controlling interest in a dealer or investment adviser registrant, and where the acquirer is currently registered with the Office, or where the acquirer has not within the preceding 10 years committed any reportable act as defined in Rule 69W-200.001, F.A.C., the resulting entity shall file with the Office an amendment to Form BD denoting such changes as are applicable thirty (30) calendar days prior to the date of such acquisition. Any amended organizational documents, accompanying letters of explanation, or financial statements of the resulting entity shall be submitted directly to the Office within 30 days when specifically requested by the Office.

2. Where a person or a group of persons directly or indirectly or acting by or through one or more persons, proposes to acquire a controlling interest in a dealer or investment adviser registrant, and where the acquirer has within the preceding 10 years committed any reportable act as defined in Rule 69W-200.001, F.A.C., and is not currently registered with the Office, the resulting entity shall, prior to such acquisition, file with the Office a new application for registration on the forms prescribed by the Office, together with all required exhibits and fees. Additionally, there shall be filed with the Office, at the time the new application is filed, a notice of withdrawal, termination or cancellation of registration of the acquired entity on the forms prescribed by the Office, effective upon disposition of the new application by the Office. The Office may waive the requirements of this subsection where the Office determines it is not necessary, based upon the nature and substance of the proposed acquirer’s disciplinary history and experience, to require the filing of a new application for registration. Any person who receives a waiver of this subsection shall effect such change of control in compliance with the provisions of subparagraph (11)(d)1.

3. For purposes of this subsection “controlling interest” means possession of the power to direct or cause the direction of the management or policies of a company, whether through ownership of securities, by contract or otherwise. Any individual or firm that directly or indirectly has the right to vote 25 percent or more of the voting securities of a company or is entitled to 25 percent or more of its profits is presumed to control that company.

(e) For the purposes of paragraphs (11)(b) and (11)(c) of this rule, in the event that a person(s) succeeds to and continues the business of a Florida registered dealer, the registration of the predecessor shall be deemed to remain effective as the registration of the successor for a period of thirty (30) calendar days after such succession, provided that an amendment to Form BD together with the accompanying documents when requested by the Office pursuant to Section 517.201, F.S., is filed by the successor within thirty (30) calendar days after such succession.

(f) For the purposes of paragraphs (11)(a), (11)(b), (11)(c), and (11)(d) of this rule, the effective registration of all associated persons and branch office notice-filings affiliated with the affected dealer registrant shall be transferred to the successor entity by the Office without necessitating the filing of new applications on behalf of such associated persons and notice-filings of such branch offices, unless notice of termination is filed for such persons and branch offices by the successor pursuant to subsection (9) of this rule.

Rulemaking Authority 517.03(1), 517.12, 517.121(1) FS. Law Implemented 517.12 FS. History–New 12-29-15, Amended 11-26-19, 1-18-21, 2-14-23, 3-21-24.