The Office proposes to amend this rule to re-add financial reporting provisions for securities registration that were contained in paragraph (6) of Rule 69W-300.002 (repealed 5/6/15) but were inadvertently not moved to another rule when the rule was ...

 

DEPARTMENT OF FINANCIAL SERVICES

Securities

RULE NO.:RULE TITLE:

69W-700.001Registration of Securities

PURPOSE AND EFFECT: The Office proposes to amend this rule to re-add financial reporting provisions for securities registration that were contained in paragraph (6) of Rule 69W-300.002 (repealed 5/6/15) but were inadvertently not moved to another rule when the rule was repealed. Paragraph (2) is added to correct the error. The amendments also update the rule to provide instructions for electronic filing and remove an unnecessary provision (current paragraph (2)).

SUMMARY: These amendments add paragraph (2) to the rule for financial reporting requirements for securities registration, provide instructions for electronic filing and remove an unnecessary provision.

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 this rule.

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 FS.

LAW IMPLEMENTED: 517.081 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: John Kim, Division of Securities, [e-mail], [phone]

 

THE FULL TEXT OF THE PROPOSED RULE IS:

 

69W-700.001 Registration of Securities.

(1) An applicant for registration of securities pursuant to Section 517.081, F.S., shall comply with the rules contained in Chapter 69W-700, F.A.C., and shall use the below forms which are incorporated by reference in subsection 69W-301.002(7), F.A.C.: An applicant shall file forms and fees electronically on the Office of Financial Regulation (Office)’s 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 517.081(6), F.S.  An application shall include the following:

(a) Form OFR-S-1-91, Application for Registration of Securities (11/22/10) or Form OFR-S-12-97, SCOR (Small Corporate Offering Registration) Application to Register Securities (11/22/10).  These forms are hereby incorporated by reference and are available at http://www.flrules.org/    / or http://www.flofr.com/     /;

(b) OFR-S-7-91, Exhibit 1 (General Issue) (11/22/10).  This form is hereby incorporated by reference and is available at http://www.flrules.org/    / or http://www.flofr.com/     /;

(c) An irrevocable written Uniform Consent to Service of Process, Form U-2 (effective 9/15) or Form OFR-S-5-91 (11/22/10). These forms are hereby incorporated by reference and are available at http://www.flrules.org/    / or http://www.flofr.com/     / ;

(d) Uniform Corporate Resolution, Form U-2A (effective 9/15) or Form OFR-S-6-91 (11/22/10).  These forms are hereby incorporated by reference and are available at http://www.flrules.org/    / or http://www.flofr.com/     /.

(2) Financial Reporting Requirements for Securities Registration.

(a) All applicants for Registration of Securities pursuant to Section 517.081, F.S., shall 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.

(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.

1. 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.

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

(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 (6)(a) of this rule.

(d) For purposes of Rule 69W-700.005, F.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.

(2) In order to insure the timely processing of applications filed pursuant to Section 517.081, F.S., it is requested that applications be submitted to this Office of Financial Regulation at least ninety (90) days prior to the date for which effectiveness of such registration is desired.

Rulemaking Authority 517.03 FS. Law Implemented 517.07, 517.081, 517.101 517.081(3) FS. History–(Formerly 3E-20.011) New 9-20-82, Formerly 3E-700.01, Amended 7-31-91, Formerly 3E-700.001, Amended 9-22-14,     .

 

NAME OF PERSON ORIGINATING PROPOSED RULE: Pamela Epting, Director, Division of Securities

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

DATE PROPOSED RULE APPROVED BY AGENCY HEAD: June 23, 2015

DATE NOTICE OF PROPOSED RULE DEVELOPMENT PUBLISHED IN FAR: June 12, 2015