The purpose and effect is to conform the rules to Chapter 2023-205, Laws of Florida, which amended chapter 517, Florida Statutes, to no longer require the registration of issuers or their associated persons and to clarify ....

 

DEPARTMENT OF FINANCIAL SERVICES

Securities

RULE NO.: RULE TITLE:

69W-500.006: Commissions and Compensation Payable in Connection with an Offering Exempted Pursuant to Section 517.061(11), F.S

69W-500.011: Registration of Issuer Under Section 517.061(11), F.S., as Dealer

PURPOSE AND EFFECT: The purpose and effect is to conform the rules to Chapter 2023-205, Laws of Florida, which amended chapter 517, Florida Statutes, to no longer require the registration of issuers or their associated persons and to clarify who may receive commissions and compensation for the sale of an issuer’s securities.

SUMMARY: The rules are amended to conform the rules to Chapter 2023-205, Laws of Florida, which amended chapter 517, Florida Statutes, to no longer require the registration of issuers or their associated persons and to clarify that a person not in this State selling securities to a person not in this State may receive commissions and compensation for the sale of an issuer’s securities.

SUMMARY OF STATEMENT OF ESTIMATED REGULATORY COSTS AND LEGISLATIVE RATIFICATION:

The Agency has determined that this will not have an adverse impact on small business or likely increase directly or indirectly regulatory costs in excess of $200,000 in the aggregate within one year after the implementation of the rule. A SERC has not been prepared by the Agency.

The Agency has determined that the proposed rule is not expected to require legislative ratification based on the statement of estimated regulatory costs or if no SERC is required, the information expressly relied upon and described herein: The Agency expressly relies on an analysis of potential economic impact conducted by persons with subject matter knowledge of these rules.

Any person who wishes to provide information regarding a statement of estimated regulatory costs, or provide a proposal for a lower cost regulatory alternative must do so in writing within 21 days of this notice.

RULEMAKING AUTHORITY: 517.03(1), FS.

LAW IMPLEMENTED: 517.061(11), 517.12(1), FS.

IF REQUESTED WITHIN 21 DAYS OF THE DATE OF THIS NOTICE, A HEARING WILL BE SCHEDULED

AND ANNOUNCED IN THE FAR.

THE PERSON TO BE CONTACTED REGARDING THE PROPOSED RULE IS: Ryann White, Office of General Counsel [phone], [e-mail]

 

THE FULL TEXT OF THE PROPOSED RULE IS:

 

69W-500.006 Commissions and Compensation Payable in Connection with an Offering Exempted Pursuant to Section 517.061(11), F.S.

(1) Commissions and compensation may be paid for the sale of an issuer’s securities to any person who:

(a) Is registered as a dealer in the State of Florida pursuant to Section 517.12, F.S.

(b) Is not located in this State and sells Consummates a sale to a person not in this State.

(c) For purposes of Section 517.061(11), F.S., is an associated person of an issuer meeting the qualification for exclusion from the definition of a dealer pursuant to Section 517.021(6), F.S.

(2) No change.

Rulemaking Authority 517.03 FS. Law Implemented 517.061(11) FS. History–New 12-5-79, Amended 9-20-82, Formerly 3E-500.06, Amended 7-31-91, Formerly 3E-500.006, Amended                 .

 

69W-500.011 Registration of Issuer Under Section 517.061(11), F.S., as Dealer.

An issuer of securities who elects to offer or sell its own securities pursuant to Section 517.061(11), F.S., may register as a dealer pursuant to Section 517.12(1), F.S. The issuer shall comply with the rules of the Financial Services Commission for registration as a dealer as set forth under Rule 69W-600.001 and paragraph 69W-600.0013(5)(a), F.A.C., in addition to the following requirements:

(1) through (2) No change.

(3) The outside front page of the offering circular shall bear the following in bold face type: “THE SECURITIES BEING OFFERED HAVE NOT BEEN REGISTERED WITH THE OFFICE OF FINANCIAL REGULATION. THE FIRM IS REGISTERED AS A DEALER AN ISSUER/DEALER TO SELL ITS OWN SECURITIES.”

Rulemaking Authority 517.03 FS. Law Implemented 517.061(11), 517.12(1) FS. History–New 9-20-82, Formerly 3E-500.11, Amended 7-31-91, Formerly 3E-500.011, Amended 5-6-15, 11-15-16,      .

 

NAME OF PERSON ORIGINATING PROPOSED RULE: Alisa G. Goldberg, Director, Division of Securities

NAME OF AGENCY HEAD WHO APPROVED THE PROPOSED RULE: Financial Services Commission

DATE PROPOSED RULE APPROVED BY AGENCY HEAD: December 19, 2023

DATE NOTICE OF PROPOSED RULE DEVELOPMENT PUBLISHED IN FAR: August 11, 2023