69W-700.001. Registration of Securities  


Effective on Monday, November 25, 2019
  • 1(1) An applicant for registration of securities pursuant to Section 11517.081, F.S., 13shall comply with the rules contained in Chapter 69W-700, F.A.C. An applicant shall file forms and fees electronically on the Office of Financial Regulation (Office) website at https://real.flofr.com through the Regulatory Enforcement and Licensing (REAL) System. The application shall include all information required by such forms and payment of the statutory fees, as required by Section 69517.081(6), F.S. 71An application shall include the following:

    77(a) Form OFR-S-1-91, Application for Registration of Securities (12/15) or Form OFR-S-12-97, SCOR (Small Corporate Offering Registration) Application to Register Securities 98(12/15). These forms are hereby incorporated by reference and are available at 110http://www.flrules.org/Gateway/reference.asp?No=Ref-06082 112or 113http://www.flrules.org/Gateway/reference.asp?No=Ref-06086;

    115(b) OFR-S-7-91, Exhibit 1 (General Issue) (11/22/10). This form is hereby incorporated by reference and is available at 133http://www.flrules.org/Gateway/reference.asp?No=Ref-06085;

    135(c) An irrevocable written Uniform Consent to Service of Process, Form U-2 (6/2016). 148This form is hereby incorporated by reference and is available at 159http://www.flrules.org/Gateway/reference.asp?No=Ref-11275161.

    162(2) Request for Additional Information. All information required by subsection (1) of this rule, shall be submitted with the original application filing. The required exhibits in the application forms are not intended to limit the applicant’s presentation of any of the requirements, but merely represent the minimum information to be filed. 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. 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 293120.60(1), F.S.

    295(3) Financial Reporting Requirements for Securities Registration.

    302(a) All applicants for Registration of Securities pursuant to Section 312517.081, F.S., 314shall file audited financial statements. An applicant offering securities pursuant to Regulation A of the Securities Act of 1933, is not required to file audited financial statements unless audited statements have been prepared and submitted to the Securities and Exchange Commission in perfecting the Regulation A exemption.

    361(b) The applicant shall file such financial statements as of a date within 90 days prior to the date of filing the registration statement or application, these financial statements need not be audited, however, if these statements are not audited, there shall be filed, in addition, audited statements as of the applicant’s last fiscal year.

    4161. All such financial statements should be normally on a consolidated basis with respect to a parent corporation in which it owns directly or indirectly more than 50% of the outstanding voting securities.

    4492. Separate financial statements are required for unconsolidated subsidiaries, or 50% or less owned companies, accounted for by the equity method.

    470(c) If any of the proceeds of the securities offered for registration are to be used directly or indirectly for the purchase of any business or portion thereof, financial statements of such business or portion thereof are required to be filed as required by paragraph (3)(a) of this rule.

    519(d) For purposes of Rule 52469W-700.005, 525F.A.C., Individual General Partners shall submit an unaudited sheet which conforms to United States generally accepted accounting principles. Such balance sheet should be prepared on a cost basis. A two-column presentation showing both cost in the first column paralleled by a second column presenting estimated values will also be acceptable. However, the Office will not base the net worth computation on estimated values unless satisfactory evidence of the estimated values is presented to the Office.

    600Rulemaking Authority 602517.03 FS. 604Law Implemented 606517.07, 607517.081, 608517.101 FS. 610History–New 9-20-82, Formerly 3E-20.011, 3E-700.01, Amended 7-31-91, Formerly 3E-700.001, Amended 9-22-14, 12-29-15, 11-25-19.