69W-600.0013. Application for Registration as an Issuer/Dealer  


Effective on Tuesday, November 26, 2019
  • 1(1) New Applications.

    4(a) Applicants for initial registration of issuer/dealers shall 12file the 14Uniform Application for Broker-Dealer Registration (20Form BD) electronically on the 25Office of Financial Regulation29’s website at https://real.flofr.com through the Regulatory Enforcement and Licensing (REAL) System 41as prescribed by the Financial Services Commission (Commission). The application shall include all information required by such forms, any other information the Office may require, and payment of the statutory fees required by Sections 75517.12(10) 76and 77517.131, F.S. 79The 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. 104Every application or amendment filed pursuant to this rule shall constitute a “written application” within the meaning of Section 123517.12(6), F.S.

    125(b) An application shall include the following:

    1321. Form BD (1-08), which is hereby incorporated by reference and available at 145http://www.flrules.org/Gateway/reference.asp?No=Ref-06078;

    1472. Statutory fee in the amount required by section 156517.12(10), F.S.;

    1583. 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 194http://www.flrules.org/Gateway/reference.asp?No=Ref-06089196. 197In conjunction with filing its Form BD with the Office, the issuer/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 234517.12(7)(a), F.S., 236and are used to verify the identity of individuals;

    2454. Financial statements and reports required under paragraph 25369W-600.0151(5)(a), 254and Rule 25669W-600.017, 257F.A.C.;

    2585. 259Any direct or indirect owner or control person required to be reported on Form BD, pursuant to Section 277517.12(7), F.S., 279who is not currently registered in Florida with the firm they are seeking to join or act as a direct or indirect owner or control person shall comply with the fingerprinting requirements in accordance with subsection (7) of this rule;

    3196. Applicants for registration as an issuer/dealer must file Issuer/Dealer Compliance Form (OFR-DA-5-91) (effective 9/15), to meet requirements under subsections (5), (6), and (11) of this rule. The form is hereby incorporated by reference and is available at 357http://www.flrules.org/Gateway/reference.asp?No=Ref-06081;

    3597. 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.

    392(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. The Office may require documentation to be certified by its issuer based upon the Office’s review of the nature and substance of the disciplinary history of the applicant and any officer, director, or ultimate owner in the case of a corporation or association, and any partner, co-partner, or member of the partnership in the case of a partnership. For purposes of this rule, “certified” means that there must be an original certification or attestation by the issuer of the record that the document is a true copy of a record contained in its office and its seal, if any. Additional information shall be submitted directly with the Office within sixty (60) days after a request has been made by the Office. Failure to respond to such request within sixty (60) days after the date of the request may be construed by the Office as grounds for denial of an application in accordance with the provisions of Section 593120.60(1), F.S.

    595(3) Amendment of Application. If the information contained in any application for registration as an issuer/dealer or in any amendment thereto, becomes inaccurate for any reason, the issuer/dealer shall file an amendment on the Form BD correcting such information within 30 days. Applicants and registrants shall file such amendments directly with the Office electronically through the REAL System.

    653(4) Obligations Related to Acts of Associated Persons. An issuer/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 issuer/dealer may be subject to assessment under Section 719517.12(11), F.S., 721for such associated persons as have been terminated but for whom the appropriate termination notices have not been filed at date of license renewal.

    745(5) Requirement to Maintain Principal and Exam Exemption for Associated Persons.

    756(a) An issuer required to be registered or who elects to be registered pursuant to Section 772517.12(1), 773517.051(9) 774or 775517.061(11), F.S., 777selling its own securities exclusively through its principals or agents (as those terms are defined in section 794517.021, F.S., 796and Rule 79869W-200.001, 799F.A.C., respectively) may obtain registration as an issuer/dealer by filing as required under subsection (1) or (11) of this rule, or Rule 82169W-500.011, 822F.A.C., as appropriate, provided that:

    8271. The associated persons of said issuer/dealer comply with the registration requirements of Section 841517.12, F.S., 843and subsections (6) and (7) of this rule, provided that such person primarily performs, or is intended to perform at the end of the distribution, substantial duties for, or on behalf of, the issuer other than in connection with transactions in securities; and,

    8862. Said issuer/dealer may register up to five (5) associated persons, which persons shall be exempted from the examination requirements of subsection (6) of this rule, provided such issuer/dealer shall register no more than five (5) associated persons, and at the time of application for registration advises the Office of its intention to register no more than five (5) associated persons. Failure to so advise the Office shall require all associated person applicants to fulfill the examination requirements of subsection (6) of this rule. Registration of more than five (5) such associated persons, at any one time, shall void this exemption, and all such associated persons shall be required to meet the examination requirements of subsection (6) of this rule.

    1006(b) Every applicant for registration and registrant under Section 1015517.12, F.S., 1017as an issuer/dealer (as those terms are defined under Section 1027517.021, F.S.1029), unless effectively registered with the Office as an issuer/dealer prior to December 4, 1977, shall have and maintain at least one associated person qualified and registered as principal pursuant to Section 1061517.12, F.S., 1063and the rules thereunder.

    10671. In the event a registered issuer/dealer fails to maintain at least one person registered as principal for more than thirty (30) days, the registration of such issuer/dealer shall be suspended until such time as a qualified principal is so registered.

    11082. Any applicant or registrant issuer/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 1166517.12(10), F.S., 1168have been paid.

    1171(6) Examinations/Qualifications Requirements.

    1174(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.

    1206(b) Every applicant for initial registration as a principal or agent of an issuer/dealer shall evidence securities general knowledge by:

    12261. 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 Securities and Exchange Commission (SEC); or

    12682. 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

    13073. Having remained continuously registered in the capacity to be filled with the State of Florida without interruption of more than two years; or

    13314. Having complied with the provisions of paragraph (5)(a) of this rule.

    13435. 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. 1396The following individuals will be considered to have passed the SIE Examination:

    1408a. Individuals whose registration as a representative was terminated between October 1, 2014, and September 30, 2018, provided they re-register as a representative within four years from the date of their last registration;

    1441b. Individuals who registered as representatives prior to October 1, 2018, and who continue to maintain those registrations on or after October 1, 2018.

    1465(c) The examination requirement for associated persons of issuer dealers shall not apply to an individual who currently holds one of the following professional designations:

    14901. Certified Financial Planner (TM) or CFP1497® 1498awarded by the Certified Financial Planner Board of Standards, Inc.;

    15082. Chartered Financial Consultant (ChFC) awarded by the American College, Bryn Mawr, PA;

    15213. Personal Financial Specialist (PFS) awarded by the American Institute of Certified Public Accountants;

    15354. Chartered Financial Analyst (CFA) awarded by the Institute of Chartered Financial Analysts; or

    15495. Chartered Investment Counselor (CIC) awarded by the Investment Counsel Association of America, Inc.

    1563(7) Fingerprint Requirements.

    1566(a) Fingerprints filed in accordance with Section 1573517.12(7), F.S., 1575shall 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.

    1642(b) Any direct owner, principal, or indirect owner that is required to be reported on Form BD, pursuant to Section 1662517.12(7), F.S., 1664who 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 1695through 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.

    1746(8) Renewal Requirement.

    1749(a) Every issuer/dealer registered with the Office shall annually verify all registrations of associated persons and branch office notice-filings prior to December 31.

    1772(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 issuer/dealer shall pay all renewal fees as required by Sections 1811517.12(11) 1812and 1813517.1202(3), F.S.

    1815(c) Renewal fees for issuer/dealers, associated persons of issuer/dealers and all branch offices of issuer/dealers 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.

    1888(d) For issuer/dealers, 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, 1924or branch office notice-filing 1928not being renewed. If December 31 falls on a Saturday, Sunday or legal holiday pursuant to Section 1945110.117, F.S., 1947the renewals received on the next business day shall be considered timely received. However, an expired registration 1964or notice-filing 1966may be reinstated in accordance with Section 1973517.12(11) 1974or 1975517.1202(3), F.S., 1977provided 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 2038or notice-filing 2040not being reinstated. If January 31 falls on a Saturday, Sunday, or legal holiday pursuant to Section 2057110.117, F.S., 2059the 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 2090or notice-filing 2092shall become the revenue of the state pursuant to the provisions of Section 2105517.12(10) 2106or 2107517.1202(8), F.S., 2109and shall not be returnable.

    2114(9) Termination of Registration as Issuer/Dealer, Principal or Agent, or Notification of Branch Office.

    2128(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 using the forms incorporated in paragraph (9)(c) of this rule, within thirty (30) calendar days of the date of termination.

    2179(b) The Office may deny any request to terminate or withdraw any application or registration as provided under Section 2198517.161(5), F.S.

    2200(c) The forms to be utilized for providing notice to the Office under paragraphs (9)(a) and (9)(b) are:

    22181. Uniform Request for Broker Dealer Withdrawal (Form BDW) (04-07), which is hereby incorporated by reference and available at 2237http://www.flrules.org/Gateway/reference.asp?No=Ref-060792239.

    22402. Uniform Branch Office Registration Form (Form BR) (04/2014), which is hereby incorporated by reference and available at 2258http://www.flrules.org/Gateway/reference.asp?No=Ref-060802260.

    22613. Uniform Termination Notice for Securities Industry Registration (Form U5) (05-09), which is hereby incorporated by reference and available at 2281http://www.flrules.org/Gateway/reference.asp?No=Ref-060902283.

    2284(10) Notice of Civil, Criminal or Administrative Action. An issuer/dealer shall:

    2295(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.

    2385(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).

    2421(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 pursuant to Section 2451517.021, F.S., 2453one (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.

    2499(11) Registration of Issuer as an Issuer/Dealer under Section 2508517.051(9), F.S. 2510An issuer of securities who elects to offer or sell its own securities pursuant to Section 2526517.051(9), F.S., 2528is required to be registered as an issuer/dealer pursuant to Section 2539517.12(2), F.S. 2541The issuer shall comply with the rules of the Commission for registration as an issuer/dealer as set forth under subsection (1) of this rule, in addition to the following requirements:

    2571(a) The financial statements required for registration as an issuer/dealer shall be prepared in accordance with the provisions of subparagraph 259169W-600.0151(5)(b)2., 2592F.A.C.

    2593(b) The applicant for registration as an issuer/dealer or principal shall comply with the examination requirements of subsection (6) of this rule.

    2615(c) The issuer/dealer shall comply with the net capital requirements of paragraph 262769W-600.0151(3)(b), 2628F.A.C.

    2629Rulemaking Authority 2631517.03(1), 2632517.12 FS. 2634Law Implemented 2636517.12 FS. 2638History–New 12-29-15, Amended 11-26-19.