The purpose and effect is to amend the existing rules to incorporate by reference the current versions of forms, to make the same available for public access through electronic hyperlinks, to delete references to obsolete forms and web addresses, ...

 

DEPARTMENT OF FINANCIAL SERVICES

Securities

RULE NOS.:RULE TITLES:

69W-700.001Registration of Securities

69W-700.002Filing of Prospectus

PURPOSE AND EFFECT: The purpose and effect is to amend the existing rules to incorporate by reference the current versions of forms, to make the same available for public access through electronic hyperlinks, to delete references to obsolete forms and web addresses, and to incorporate, in relevant part, the contents of and remove cross-reference to Rule 69W-301.002, Florida Administrative Code (F.A.C.).

SUMMARY: The proposed amended rules incorporate by reference and provide public access through hyperlinks to the current versions of the following forms: Form U-2, Uniform Consent to Service of Process (6/2016); and Form U-7, Small Company Offering Registration (9/1999). Additionally, the proposed amended rules delete references to obsolete forms and web addresses. Furthermore, the proposed amended rules incorporate, in relevant part, the contents of and remove cross-reference to Rule 69W-301.002, F.A.C.

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 FS.

LAW IMPLEMENTED: 517.07, 517.081, 517.101 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, Division of Securities [phone], [e-mail]

 

THE FULL TEXT OF THE PROPOSED RULE IS:

 

69W-700.001 Registration of Securities

(1) No change.

(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 (12/15). These forms are hereby incorporated by reference and are available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06082, or http://www.flrules.org/Gateway/reference.asp?No=Ref-06086, or http://www.flofr.com/PDFs/OFR-S-1-91.PDF, or http://www.flofr.com/PDFs/OFR-S-12-97.PDF;

(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/Gateway/reference.asp?No=Ref-06085, or http://www.flofr.com/PDFs/OFR-S-7-91.PDF;

(c) An irrevocable written Uniform Consent to Service of Process, Form U-2 (6/2016 effective 9/15). This form is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No-XXXXX. or Form OFR-S-5-91, Uniform Consent to Service of Process (11/22/10). These forms are hereby incorporated by reference and are available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06087, or http://www.flrules.org/Gateway/reference.asp?No=Ref-06083, or http://www.flofr.com/PDFs/OFR-S-5-91.PDF;

(d) Uniform Corporate Resolution, Form U-2A (effective 9/15) or Form OFR-S-6-91, Corporate Resolution (11/22/10). These forms are hereby incorporated by reference and are available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06088, or http://www.flofr.com/PDFs/OFR-S-6-91.PDF, or http://www.flrules.org/Gateway/reference.asp?No=Ref-06084.

(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.

(3) Amendment of Application. An applicant may amend the application as to those factors generally within the control or selection of the applicant once, as a matter of course, at any time within thirty (30) days from its receipt for filing. Otherwise, the application may be amended only with prior permission from the Office. Requests to make changes which are material to the application or to the Office’s evaluation of the application filed at any time after the application has been received may be deemed by the Office to be grounds for denial, and a new application, accompanied by the appropriate filing fee, may be required.

(4) Burden of Proof. It is the applicant’s responsibility to prove that the statutory and regulatory requirements warranting granting of the authority requested by the applicant are met.

(5)(2) Financial Reporting Requirements for Securities Registration.

(a) through (b) No change.

(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 (5)(a) (2)(a) of this rule.

(d) No change.

Rulemaking Authority 517.03 FS. Law Implemented 517.07, 517.081, 517.101 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, 12-29-15,              .

 

69W-700.002 Filing of Prospectus.

(1) No change.

(2) Any prospectus which depicts the United States Securities and Exchange Commission’s statement pursuant to a registration statement filed under the Securities Act of 1933, a letter of notification under Regulation A of the Securities Act of 1933 (17 C.F.R. §§230.251 through 230.263) or Form U-7, Small Corporate Offering Registration (9/1999), will be considered to be in substantial compliance with the requirement of subsection (1), above. Regulation A is incorporated by reference in rule 69W-200.002, F.A.C., and Form U-7 is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-XXXXX. in subsection 69W-301.002(7), F.A.C.

Rulemaking Authority 517.03(1) FS. Law Implemented 517.081(3) FS. History–(Formerly 3E-20.01) New 9-20-82, Formerly 3E-700.02, Amended 10-26-97, Formerly 3E-700.002, Amended 11-22-10, 9-22-14,           .

 

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

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

DATE PROPOSED RULE APPROVED BY AGENCY HEAD: July 25, 2019

DATE NOTICE OF PROPOSED RULE DEVELOPMENT PUBLISHED IN FAR: June 20, 2019