69W-600.0016. Application for Registration as an Investment Adviser (State Registered)  


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

    4(a) Applicants for initial registration of an investment adviser shall file 15the Uniform Application for Investment Adviser Registration (Form ADV) 24electronically through the Investment Adviser Registration Depository (IARD) of the 34Financial Industry Regulatory Authority 38(FINRA) 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 73517.12(10) 74and 75517.131, F.S. 77The application shall be deemed received by the Office on the “payment date” reflected on the CRD “disbursement detail” report. 97Every application or amendment filed pursuant to this rule shall constitute a “written application” within the meaning of Section 116517.12(6), F.S.

    118(b) An application shall include the following:

    1251. Form ADV, Uniform Application for Investment Adviser Registration (07-17). A sample form is hereby incorporated by reference and 144is available at 147http://www.flrules.org/Gateway/reference.asp?No=Ref-11280;

    1492. Statutory fee in the amount required by Section 158517.12(10), F.S.;

    1603. A Uniform Application for Securities Industry Registration or Transfer (Form U4) to register at least one agent to designate as a principal as set forth in this rule. Form U4 (05-09) is hereby incorporated by reference and a sample form is available at 204http://www.flrules.org/Gateway/reference.asp?No=Ref-06089206. 207In conjunction with filing its Form ADV with the Office, the investment adviser shall provide the Office written notification of the principal’s name and CRD number or social security number;

    2374. Financial statements and reports required under subsection 24569W-600.0161(2), 246F.A.C.;

    2475. 248Any direct or indirect owner or control person required to be reported on Form ADV, pursuant to Section 266517.12(7), F.S., 268who 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; and,

    3096. 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.

    342(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 543120.60(1), F.S.

    545(3) Amendment of Application. If the information contained in any application for registration as an investment adviser or in any amendment thereto, becomes inaccurate for any reason, the investment adviser shall file an amendment on the Form ADV correcting such information within 30 days. For investment adviser applicants and registrants who file via the IARD, each such amendment, including those required by subsection (11) of this rule, shall be filed with the Office through the IARD in accordance with this rule.

    626(4) Obligations Related to Acts of Associated Persons. An investment adviser 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 adviser may be subject to assessment under Section 693517.12(11), F.S., 695for such associated persons as have been terminated but for whom the appropriate termination notices have not been filed at date of license renewal.

    719(5) Requirement to Maintain Principal.

    724(a) Every applicant for registration and registrant under Section 733517.12, F.S., 735as an investment adviser (as those terms are defined under Section 746517.021, F.S.748) shall have and maintain at least one associated person registered and designated as principal pursuant to Section 766517.12, F.S., 768and the rules thereunder.

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

    816(c) Any applicant or registrant investment adviser may elect to designate more than one person as principal; there is no limitation as to the number of associated persons that may be designated 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 875517.12(10), F.S., 877have been paid.

    880(6) Examinations/Qualifications Requirements.

    883(a) An individual applying for registration as an investment adviser 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.

    920(b) An individual applying to be registered as an investment adviser shall provide the Office with one of the following:

    9401. Proof of passing, within two years of the date of application for registration, the Uniform Investment Adviser Law Examination (Series 65); or

    9632. Proof of passing, within two years of the date of application for registration, the General Securities Representative Examination (Series 7), the Uniform Combined State Law Examination (Series 66), 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:

    1024a. 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;

    1057b. Individuals who registered as representatives prior to October 1, 2018, and who continue to maintain those registrations on or after October 1, 2018.

    1081(c) Grandfathering Provisions:

    10841. Any individual who is or has been registered as an investment adviser or investment adviser representative in any jurisdiction in the United States requiring examinations designated in paragraph (6)(b), within two years of the date of application for registration shall not be required to satisfy the examination requirements for continued registration except that the Office may require additional examinations for any individual found to have violated any state or federal securities law.

    11572. An individual who has not been registered in any jurisdiction in the United States requiring examinations designated in paragraph (6)(b), as an investment adviser or investment adviser representative within two years of the date of application for registration shall be required to comply with the examination requirements of this rule.

    1208(d) The examination requirement for an individual applying for registration as an investment adviser shall not apply to an individual who currently holds one of the following professional designations:

    12371. Certified Financial Planner (TM) or CFP1244® 1245awarded by the Certified Financial Planner Board of Standards, Inc.;

    12552. Chartered Financial Consultant (ChFC) awarded by the American College, Bryn Mawr, PA;

    12683. Personal Financial Specialist (PFS) awarded by the American Institute of Certified Public Accountants;

    12824. Chartered Financial Analyst (CFA) awarded by the Institute of Chartered Financial Analysts; or

    12965. Chartered Investment Counselor (CIC) awarded by the Investment Counsel Association of America, Inc.

    1310(7) Fingerprint Requirements.

    1313(a) Fingerprints filed in accordance with Section 1320517.12(7), F.S., 1322shall 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.

    1389(b) Notwithstanding any exemptions found in SEC rule 17f-2 (139917 C.F.R. §240.17f-21402), which is incorporated by reference in Rule 141069W-200.002, 1411F.A.C., any direct owner, principal, or indirect owner that is required to be reported on Form ADV pursuant to Section 1431517.12(7), F.S., 1433who 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 1464through 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.

    1515(c) The requirement to submit fingerprints is waived for any direct owner, principal, or indirect owner that is required to be reported on Form ADV pursuant to Section 1543517.12(7), F.S., 1545if fingerprints have been submitted and processed by FINRA on behalf of the member firm with which the owner or principal is affiliated, pursuant to the provisions of SEC Rule 17f-2 (157717 C.F.R. §240.17f-21580).

    1581(8) Renewal Requirement.

    1584(a) Every investment adviser registered with the Office shall annually verify all registrations of associated persons and branch office notice-filings prior to December 31.

    1608(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 investment adviser shall pay all renewal fees as required by Sections 1648517.12(11) 1649and 1650517.1202(3), F.S.

    1652(c) Renewal fees for investment advisers shall be submitted through the IARD by December 31 of the year the registration expires. Renewal fees for associated persons of investment advisers and branch offices of investment advisers shall be submitted through the CRD by December 31 of the year the registration or notice-filing expires.

    1704(d) 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, 1736agent registration, 1738or branch office notice-filing not being renewed. If December 31 falls on a Saturday, Sunday or legal holiday pursuant to Section 1759110.117, F.S., 1761the 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 the provisions of Section 1790517.12(11) 1791or 1792517.1202(3), F.S., 1794provided that all requisite information and fees are date stamped by the cashier’s office of the Department of Financial Services 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 or notice-filing 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 1876110.117, F.S., 1878the reinstatement received on the next business day shall be considered timely received. In the event that 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 1927517.12(10) 1928or 1929517.1202(8), F.S., 1931and shall not be returnable.

    1936(9) Termination of Registration as an Investment Adviser, Agent, or Notification of Branch Office.

    1950(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 using the forms incorporated in paragraph (9)(d) of this rule, within thirty (30) calendar days of the date of withdrawal, cancellation, or termination.

    2000(b) 2001Any investment adviser shall file any withdrawals, cancellations, or terminations of registration with the Office through the IARD of FINRA. Any associated person or branch office of an investment adviser shall file any withdrawals, cancellations, or terminations of registrations 2040or notifications 2042with the Office through the CRD.

    2048(c) The Office may deny any request to terminate or withdraw any application or registration as provided under Section 2067517.161(5), F.S.

    2069(d) The forms to be utilized for providing notice to the Office under paragraphs (9)(a) and (9)(b) are:

    20871. Notice of Withdrawal from Registration as Investment Adviser (Form ADV-W) (07-17). A sample form is hereby incorporated by reference and is available at 2111http://www.flrules.org/Gateway/reference.asp?No=Ref-112812113.

    21142. Uniform Termination Notice for Securities Industry Registration (Form U5) (05/09). A sample form is hereby incorporated by reference and is available at 2137http://www.flrules.org/Gateway/reference.asp?No=Ref-060902139.

    21403. Uniform Branch Office Registration Form (Form BR) (04/2014). A sample form is hereby incorporated by reference and is available at 2161http://www.flrules.org/Gateway/reference.asp?No=Ref-060802163.

    2164(10) Amendments to Form ADV. An investment adviser shall amend its Form ADV through the IARD at least annually, within 90 days of the end of its fiscal year; and more frequently, if required by the instructions to Form ADV.

    2204(11) Notice of Civil, Criminal or Administrative Action. An investment adviser shall:

    2216(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,

    2307(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 (11)(a).

    2343(c) Such notifications shall be filed with the Office through the IARD in accordance with subsection (3) of this rule. When specifically requested by the Office pursuant to Section 2372517.021, F.S., 2374one (1) copy of such complaint, answer or reply to any complaint, decision, order, or sanction shall be filed directly with the Office. 2397Responses to requests by the Office for additional information shall be filed directly with the Office.

    2413(12) Changes in Name and Successor Registration Requirements.

    2421(a) Where only a change in the name of an applicant or registrant as an investment adviser 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 members of the FINRA, such amendment shall be filed with the Office through the CRD pursuant to subsection (1) of this rule. 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 2524517.201, F.S.

    2526(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 ADV within thirty (30) calendar days of the date of such change. Such amendment shall be filed with the Office through the IARD pursuant to subsection (1) of this rule. 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 2620517.201, F.S.

    2622(c) Merger Situations: Where there is a merger of an investment adviser registrant 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 ADV denoting such changes as are applicable within thirty (30) calendar days of date of such change. Each amendment shall be filed with the Office through the IARD pursuant to subsection (1) of this rule. 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 2777517.201, F.S.

    2779(d) Change of Control:

    27831. 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 284669W-200.001, 2847F.A.C., the resulting entity shall file with the Office an amendment to Form ADV 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 pursuant to Section 2912517.201, F.S.

    29142. 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 296669W-200.001, 2967F.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(12)(d)1.

    31163. 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.

    3193(e) For the purposes of paragraphs (12)(b) and (12)(c) of this rule, in the event that a person(s) succeeds to and continues the business of a Florida registered dealer or investment adviser, 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 ADV together with the accompanying documents as prescribed heretofore, is filed by the successor within thirty (30) calendar days after such succession.

    3281(f) For the purposes of paragraphs (12)(a), (12)(b), (12)(c), and (12)(d) of this rule, the effective registration of all associated persons and branch office notice-filings affiliated with the affected or investment adviser 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.

    3365Rulemaking Authority 3367517.03(1), 3368517.12 FS. 3370Law Implemented 3372517.12 FS. 3374History–New 12-29-15, Amended 11-26-19.