The purpose and effect is to amend the existing rules to incorporate by reference the current versions of forms and other materials incorporated by reference, to incorporate, in relevant part, the contents of and remove cross-reference to Rule 69W-...
DEPARTMENT OF FINANCIAL SERVICES
RULE NOS.:RULE TITLES:
69W-600.001Application for Registration as a Dealer (FINRA)
69W-600.0011Effect of Law Enforcement Records on Applications for Registration as Dealer, Issuer/Dealer, or Investment Adviser
69W-600.0012Application for Registration as a Dealer (Non-FINRA)
69W-600.0013Application for Registration as an Issuer/Dealer
69W-600.0016Application for Registration as an Investment Adviser (State Registered)
69W-600.0017Notice-Filing for Federal Covered Advisers
69W-600.002Application for Registration as Associated Person (FINRA Dealer)
69W-600.0021Effect of Law Enforcement Records on Applications for Registration as Associated Persons
69W-600.0022Application for Registration as an Associated Person (Non-FINRA Dealer)
69W-600.0023Application for Registration as an Associated Person (Issuer/Dealer)
69W-600.0024Application for Registration as an Associated Person (Investment Adviser and Federal Covered Advisor)
69W-600.0031Notice-Filing of Branch Office (FINRA Dealer)
69W-600.0032Notice-Filing of Branch Office (Non-FINRA Dealer)
69W-600.0033Notice Filing of Branch Office (Issuer/Dealer)
69W-600.013Prohibited Business Practices for Dealers and Their Associated Persons
69W-600.0131Prohibited Business Practices for Investment Advisers and Their Associated Persons
69W-600.0132Custody Requirements for Investment Advisers
69W-600.014Books and Records Requirements
69W-600.0151Net Capital and Financial Reporting Requirements for Dealers and Issuer/Dealers
69W-600.017Customer Protection Rule - Reserve Requirements and Custody of Customer Funds and Securities
69W-600.020Continuing Education Requirements
PURPOSE AND EFFECT: The purpose and effect is to amend the existing rules to incorporate by reference the current versions of forms and other materials incorporated by reference, to incorporate, in relevant part, the contents of and remove cross-reference to Rule 69W-301.002, Florida Administrative Code (F.A.C.), to include the Securities Industry Essentials (SIE) exam (a new exam required for registration with the Financial Industry Regulatory Authority (FINRA)) where applicable, to incorporate section 248.30 of Regulation S-P (17 C.F.R. §248.30) into the book and record requirements for dealers, as well as, to make the violation of the same a prohibited business practice, to repeal Rule 69W-600.020, F.A.C., to update cross-references, and to enhance clarity throughout the chapter.
SUMMARY: The proposed amended rules incorporate by reference the current versions of forms and other materials, incorporate, in relevant part, the contents of and remove cross-reference to Rule 69W-301.002, F.A.C., include the SIE exam as a required exam where applicable, incorporate section 248.30 of Regulation S-P (17 C.F.R. §248.30) into the book and record requirements for dealers, as well as, make the violation of the same a prohibited business practice for dealers, repeal Rule 69W-600.020, F.A.C., and update cross-references and enhance clarity throughout the chapter.
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), 517.12, 517.1201, 517.1202, 517.121, 517.1215, 517.1217, 517.1611(2), FS.
LAW IMPLEMENTED: 517.081, 517.12, 517.1201, 517.1202, 517.121, 517.1215, 517.1217, 517.161, 517.201 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 (850)410-9803, Ryann.White@flofr.com
THE FULL TEXT OF THE PROPOSED RULE IS:
69W-600.001 Application for Registration as a Dealer (FINRA).
(1) New Applications.
(a) No change.
(b) An application shall include the following:
1. through 2. No change.
3. A Uniform Application for Securities Industry Registration or Transfer (Form U4 U-4) (05/2009), to register at least one principal as set forth in this rule. A sample form is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06089. In conjunction with filing its Form BD with the Office, the dealer shall provide the Office written notification of the principal’s name and CRD number or social security number,
4. through 5. No change.
6. Any direct or indirect owner or control person required to be reported on Form BD, pursuant to section 517.12(7), F.S., who is not currently registered 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 (8)(7) of this rule; and,
7. No change.
(2) No change.
(3) Burden of Proof. It is the applicant’s responsibility to prove that the statutory and regulatory requirements warranting granting of the application for registration as a dealer are met.
(4)(3) Amendment of Application. If the information contained in any application for registration as a dealer or in any amendment thereto, becomes inaccurate for any reason, the dealer shall file an amendment on the Form BD correcting such information within 30 days. 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. For applicants and registrants that are members of the FINRA, each such amendment, including those required by subsections (11)(10) and (12)(11) of this rule, shall be filed with the Office through the CRD system. If an amendment requires additional review by the Office, and the Office’s additional review cannot be completed before the 90-day time period of section 120.60(1), F.S., the application shall be subject to denial, and a new application, accompanied by the appropriate filing fee, may be required.
(5)(4) Obligations Related to Acts of Associated Persons. A dealer 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 dealer may be subject to assessment under section 517.12(11), F.S., for such associated persons as have been terminated but for whom the appropriate termination notices have not been filed at date of license renewal.
(6)(5) Requirement to Maintain Principal.
(a) through (b) No change.
(c) Any applicant or registrant dealer may elect to register more than one person as principal; there is no limitation as to the number of associated persons that may be registered as principal as long as such persons meet the qualification standards as prescribed in subsection (7)(6) of this rule, and the appropriate fees as specified in section 517.12(10), F.S., have been paid.
(7)(6) Examinations/Qualifications Requirements.
(a) Every applicant for registration 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 U-4.
(b) Every applicant for initial registration as a principal or agent of a dealer shall evidence securities general knowledge by:
1. Submitting to the Office proof of passing, within two years of the date of application for registration, an examination relating to the position to be filled administered by a national securities association or a national securities exchange registered with the SEC; or
2. Submitting to the Office evidence of effective registration, within the preceding two years, with a national securities association or national stock exchange registered with the SEC, relating to the position to be filled as principal or agent; or .
3. Having remained continuously registered in the capacity to be filled with the State of Florida without interruption of more than two years; or
4. Submitting to the Office proof of passing, within two years of the date of application for registration, an examination relating to the position to be filled administered by a national securities association 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:
A. 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;
B. Individuals who registered as representatives prior to October 1, 2018, and who continue to maintain those registrations on or after October 1, 2018.
(8)(7) Fingerprint Requirements.
(a) through (c) No change.
(9)(8) Renewal Requirement.
(a) No change.
(b) In addition to verifying registration or notice-filings as provided in paragraph (9)(8)(a), to renew its registration and the registrations of its associated persons and branch office notice-filings, each dealer shall pay all renewal fees as required by sections 517.12(11) and 517.1202(3), F.S.
(c) No change.
(d) For FINRA members, failure to submit the requisite amount of fees as provided for in paragraph (9)(8)(b), by December 31 of the year of expiration of the registration shall result in the firm registration, agent registration or branch office notice-filing not being renewed. If December 31 falls on a Saturday, Sunday or legal holiday pursuant to section 110.117, F.S., the 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 517.12(11) or 517.1202(3), F.S., provided 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 110.117, F.S., the 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 517.12(10) or 517.1202(8), F.S., and shall not be returnable.
(10)(9) Termination of Registration as Dealer, Principal or Agent, or Notification of Branch Office.
(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 through the CRD on the forms incorporated in paragraph (10)(9)(c) of this rule, within thirty (30) calendar days of the date of termination.
(b) No change.
(c) The forms to be utilized for providing notice to the Office under paragraph (10)(9)(a) are:
1. through 2. No change.
3. Uniform Termination Notice for Securities Industry Registration (Form U5 U-5) (05-09). A sample form is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06090.
(11)(10) Notice of Civil, Criminal or Administrative Action. A dealer shall:
(a) No change.
(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)(10)(a).
(c) Such notifications shall be filed with the Office through the CRD of the FINRA in accordance with subsection (4)(3) of this rule. When specifically requested by the Office pursuant to section 517.021, F.S., one (1) copy of such complaint, answer or reply to any complaint, decision, order, or sanction shall be filed directly with the Office. Responses to requests by the Office for additional information shall be filed directly with the Office.
(12)(11) Changes in Name and Successor Registration Requirements.
(a) Where only a change in the name of an applicant or registrant as dealer 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 (4)(3) of this rule. Any amendments to organizational documents or accompanying letters of explanation shall be submitted directly to the Office within 30 days when specifically requested by the Office.
(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 BD within thirty (30) calendar days of the date of such change. For registrants who are members of FINRA, such amendment shall be filed with the Office through the CRD pursuant to subsection (4)(3) 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.
(c) Merger Situations: Where there is a merger of dealer registrants 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 BD denoting such changes as are applicable within thirty (30) calendar days of date of such change. For registrants who are members of FINRA, each amendment shall be filed with the Office through the CRD pursuant to subsection (4)(3) 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 517.201, F.S.
(d) Change of Control:
1. No change.
2. 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 69W-200.001, F.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)(11)(d)1.
3. No change.
(e) For the purposes of paragraphs (12)(11)(b) and (12)(11)(c) of this rule, in the event that a person(s) succeeds to and continues the business of a Florida registered dealer, 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 BD together with the accompanying documents when requested by the Office pursuant to section 517.201, F.S., is filed by the successor within thirty (30) calendar days after such succession.
(f) For the purposes of paragraphs (12)(11)(a), (12)(11)(b), (12)(11)(c), and (12)(11)(d) of this rule, the effective registration of all associated persons and branch office notice-filings affiliated with the affected dealer 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 (10)(9) of this rule.
Rulemaking Authority 517.03(1), 517.12 FS. Law Implemented 517.12 FS. History–New 12-5-79, Amended 9-20-82, Formerly 3E-600.01, Amended 7-29-90, 8-1-91, 6-16-92, 1-11-93, 11-14-93, 4-30-96, 6-22-98, 5-10-00, 9-19-00, 7-31-02, Formerly 3E-600.001, Amended 3-16-06, 5-15-07, 11-22-10, 10-29-12, 11-11-13, 12-29-15, .
69W-600.0011 Effect of Law Enforcement Records on Applications for Registration as Dealer, Issuer/Dealer, or Investment Adviser.
(1) General Procedure Regarding Law Enforcement Records. For purposes of this rule, an “applicant” is any Dealer, Issuer/Dealer or Investment Adviser seeking registration in Florida. Any member, principal, or director of the applicant or any person having similar status or performing similar functions; any person directly or indirectly controlling the applicant; direct owners, principals, or indirect owners that are required to be reported on behalf of the applicant on Form BD or Form ADV pursuant to section 517.12(15), F.S. shall be referred to collectively as “relevant persons”. Form BD, Uniform Application for Broker-Dealer Registration (1-08) and Form ADV, Uniform Application for Investment Adviser Registration (07-17) are hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-XXXXX and http://www.flrules.org/Gateway/reference.asp?No=Ref-XXXXX. As part of the application review process for each Dealer, Issuer/Dealer, or Investment Adviser, submitted on Form BD or Form ADV, the Office is required to consider all relevant persons law enforcement records when deciding whether to approve an application for registration. When conducting this review, the Office reviews the criminal history information derived from the fingerprint check, any responses made by the applicant or relevant person, and information from other resources such as the Financial Industry Regulatory Authority. In the event of a question regarding the relevant person’s criminal history, the Office may request additional information from the applicant to determine the status of a criminal event, the specific facts and circumstances surrounding a criminal event, or to address other issues determined relevant to the review of the law enforcement record. The Office will notify the applicant of any specific documents that it requires in order to complete its review of the relevant person’s law enforcement record. Documentation that is typically requested includes:
(a) through (e) No change.
(2) through (16) No change.
(17) Form BD and Form ADV are incorporated by reference in subsection 69W-301.002(7), F.A.C.
(17)(18) For purposes of this rule, “certified” means that there must be a certification or attestation by the issuer of the record that the document is a true copy of a record contained in the issuer’s office and the issuer’s seal, if any.
Rulemaking Authority 517.1611(2) FS. Law Implemented 517.12, 517.161 FS. History–New 9-2-10, Amended.
69W-600.0012 Application for Registration as a Dealer (Non-FINRA).
(1) New Applications.
(a) No change.
(b) An application shall include the following:
1. through 2. No change.
3. A Uniform Application for Securities Industry Registration or Transfer (Form U4 U-4) (05/2009), to register at least one principal as set forth in this rule. The Form U4 U-4 is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06089. In conjunction with filing its Form BD with the Office, the dealer shall provide the Office written notification of the principal’s name and social security number. Social security numbers are collected by the Office pursuant to section 517.12(7)(a), F.S., and are used to verify the identity of individuals;
4. through 5. No change.
6. Any direct or indirect owner or control person required to be reported on Form BD, pursuant to section 517.12(7), F.S., shall comply with the fingerprinting requirements in accordance with subsection (8)(7) of this rule; and,
7. No change.
(2) No change.
(3) Burden of Proof. It is the applicant’s responsibility to prove that the statutory and regulatory requirements warranting granting an application for registration as a dealer are met.
(4)(3) Amendment of Application. If the information contained in any application for registration as a dealer or in any amendment thereto, becomes inaccurate for any reason, the dealer shall file an amendment on the Form BD, correcting such information within 30 days. 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 30 days from its receipt for filing. Otherwise, the application may be amended only with prior permission from the Office. Applicants and registrants shall file such amendments, including those required by subsection (12)(11) of this rule, directly with the Office electronically through the REAL System. If an amendment requires additional review by the Office, and the Office’s additional review cannot be completed before the 90-day time period of section 120.60(1), F.S., the application shall be subject to denial, and a new application, accompanied by the appropriate filing fee, may be required.
(5)(4) Obligations Related to Acts of Associated Persons. A dealer 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 dealer may be subject to assessment under section 517.12(11), F.S., for such associated persons as have been terminated but for whom the appropriate termination notices have not been filed at date of license renewal.
(6)(5) Requirement to Maintain Principal.
(a) through (b) No change.
(c) Any applicant or registrant dealer may elect to register more than one person as principal; there is no limitation as to the number of associated persons that may be registered as principal as long as such persons meet the qualification standards as prescribed in subsection (7)(6) of this rule, and the appropriate fees as specified in section 517.12(10), F.S., have been paid.
(7)(6) Examinations/Qualifications Requirements.
(a) No change.
(b) Every applicant for initial registration as a principal or agent of a dealer shall evidence securities general by:
1. Submitting to the Office proof of passing, within two years of the date of application for registration, an examination relating to the position to be filled administered by a national securities association or a national securities exchange registered with the SEC; or
2. Submitting to the Office evidence of effective registration, within the preceding two years, with a national securities association or national stock exchange registered with the SEC, relating to the position to be filled as principal or agent; or .
3. Having remained continuously registered in the capacity to be filled with the State of Florida without interruption of more than two years; or
4. Submitting to the Office proof of passing, within two years of the date of application for registration, an examination relating to the position to be filled administered by a national securities association 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:
A. 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;
B. Individuals who registered as representatives prior to October 1, 2018, and who continue to maintain those registrations on or after October 1, 2018.
(8)(7) Fingerprint Requirements.
(a) through (c) No change.
(9)(8) Renewal Requirement.
(a) No change.
(b) In addition to verifying registration or notice-filings as provided in paragraph (9)(8)(a), to renew its registration and the registrations of its associated persons and branch office notice-filings, each dealer shall pay all renewal fees as required by sections 517.12(11) and 517.1202(3), F.S.
(c) No change.
(d) For dealers that are not members of FINRA, failure to submit the requisite amount of fees as provided for in paragraph (9)(8)(b), by December 31 of the year of expiration of the registration, shall result in the firm registration, agent registration, or notice-filing not being renewed. If December 31 falls on a Saturday, Sunday or legal holiday pursuant to section 110.117, F.S., the 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 section 517.12(11) or 517.1202(3), F.S., provided that all requisite information and fees are filed electronically on the Office’s website at https://real.flofr.com through the REAL System 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 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 110.117, F.S., the reinstatement received on the next business day shall be considered timely received. If 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 517.12(10) or 517.1202(8), F.S., and shall not be returnable.
(10)(9) Termination of Registration as Dealer, Principal or Agent, or Notification of Branch Office.
(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 through the REAL System on the forms incorporated in paragraph (10)(9)(c) of this rule, within thirty (30) calendar days of the date of termination. Such forms shall be filed electronically in accordance with this rule.
(b) No change.
(c) The forms to be utilized for providing notice to the Office under paragraph (10)(9)(a), and which are hereby incorporated by reference are:
1. through 2. No change.
3. Uniform Termination Notice for Securities Industry Registration (Form U5 U-5) (05-09), which is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06090.
(11)(10) Notice of Civil, Criminal or Administrative Action. A broker dealer shall:
(a) No Change.
(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)(10)(a).
(c) Such notifications shall be filed with the Office through the REAL System in accordance with subsection (4)(3) of this rule. When specifically requested by the Office pursuant to section 517.021, F.S., one (1) copy of such complaint, answer or reply to any complaint, decision, order, or sanction shall be filed with the Office through the REAL System. Responses to requests by the Office for additional information shall be filed directly with the Office through the REAL System.
(12)(11) Changes in Name and Successor Registration Requirements.
(a) through (c) No change.
(d) Change of Control:
1. 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 69W-200.001, F.A.C., the resulting entity shall file with the Office an amendment to Form BD F.A.C., 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.
2. 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 69W-200.001, F.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)(11)(d)1.
3. No change.
(e) For the purposes of paragraphs (12)(11)(b) and (12)(11)(c) of this rule, in the event that a person(s) succeeds to and continues the business of a Florida registered dealer, 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 BD together with the accompanying documents when requested by the Office pursuant to section 517.201, F.S., is filed by the successor within thirty (30) calendar days after such succession.
(f) For the purposes of paragraphs (12)(11)(a), (12)(11)(b), (12)(11)(c), and (12)(11)(d) of this rule, the effective registration of all associated persons and branch office notice-filings affiliated with the affected dealer 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 (10)(9) of this rule.
Rulemaking Authority 517.03(1), 517.12 FS. Law Implemented 517.12 FS. History–New 12-29-15, Amended.
69W-600.0013 Application for Registration as an Issuer/Dealer.
(1) New Applications.
(a) No change.
(b) An application shall include the following:
1. through 2. No change.
3. A Uniform Application for Securities Industry Registration or Transfer (Form U4 U-4) (05/2009), to register at least one principal as set forth in this rule. The Form U4 U-4 is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06089. In conjunction with filing its Form BD with the Office, the issuer/dealer shall provide the Office written notification of the principal’s name and social security number. Social security numbers are collected by the Office pursuant to section 517.12(7)(a), F.S., and are used to verify the identity of individuals;
4. No change.
5. Any direct or indirect owner or control person required to be reported on Form BD, pursuant to section 517.12(7), F.S., who 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 (8)(7) of this rule;
6. Applicants for registration as an issuer/dealer must file Issuer/Dealer Compliance Form (OFR-DA-5-91) (effective 9/15), to meet requirements under subsections (6)(5), (7)(6), and (12)(11) of this rule. The form is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06081 or http://www.flofr.com/PDFs/OFR-DA-5-91.pdf;
7. No change.
(2) No change.
(3) Burden of Proof. It is the applicant’s responsibility to prove that the statutory and regulatory requirements granting an application for registration as an issuer/dealer are met.
(4)(3) Amendment of Application. If the information contained in any application for registration as an issuer/dealer or in any amendment thereto, becomes inaccurate for any reason, the issuer/dealer shall file an amendment on the Form BD correcting such information within 30 days. 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. Applicants and registrants shall file such amendments directly with the Office electronically through the REAL System. If an amendment requires additional review by the Office, and the Office’s additional review cannot be completed before the 90-day time period of section 120.60(1), F.S., the application shall be subject to denial, and a new application, accompanied by the appropriate filing fee, may be required.
(5)(4) Obligations Related to Acts of Associated Persons. An issuer/dealer 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 issuer/dealer may be subject to assessment under section 517.12(11), F.S., for such associated persons as have been terminated but for whom the appropriate termination notices have not been filed at date of license renewal.
(6)(5) Requirement to Maintain Principal and Exam Exemption for Associated Persons.
(a) An issuer required to be registered or who elects to be registered pursuant to section 517.12(1), 517.051(9) or 517.061(11), F.S., selling its own securities exclusively through its principals or agents (as those terms are defined in section 517.021, F.S., and rule 69W-200.001, F.A.C., respectively) may obtain registration as an issuer/dealer by filing as required under subsection (1) or (12)(11) of this rule, or rule 69W-500.011, F.A.C., as appropriate, provided that:
1. The associated persons of said issuer/dealer comply with the registration requirements of section 517.12, F.S., and subsections (7)(6) and (8)(7) of this rule, provided that such person primarily performs, or is intended to perform at the end of the distribution, substantial duties for, or on behalf of, the issuer other than in connection with transactions in securities; and,
2. Said issuer/dealer may register up to five (5) associated persons, which persons shall be exempted from the examination requirements of subsection (7)(6) of this rule, provided such issuer/dealer shall register no more than five (5) associated persons, and at the time of application for registration advises the Office of its intention to register no more than five (5) associated persons. Failure to so advise the Office shall require all associated person applicants to fulfill the examination requirements of subsection (7)(6) of this rule. Registration of more than five (5) such associated persons, at any one time, shall void this exemption, and all such associated persons shall be required to meet the examination requirements of subsection (7)(6) of this rule.
(b) Every applicant for registration and registrant under section 517.12, F.S., as an issuer/dealer (as those terms are defined under section 517.021, F.S.), unless effectively registered with the Office as an issuer/dealer prior to December 4, 1977, shall have and maintain at least one associated person qualified and registered as principal pursuant to section 517.12, F.S., and the rules thereunder.
1. No change.
2. Any applicant or registrant issuer/dealer may elect to register more than one person as principal; there is no limitation as to the number of associated persons that may be registered as principal as long as such persons meet the qualification standards as prescribed in subsection (7)(6) of this rule, and the appropriate fees as specified in section 517.12(10), F.S., have been paid.
(7)(6) Examinations/Qualifications Requirements.
(a) Every applicant for registration 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 U-4.
(b) Every applicant for initial registration as a principal or agent of an issuer/dealer shall evidence securities general knowledge by:
1. Submitting to the Office proof of passing, within two years of the date of application for registration, an examination relating to the position to be filled administered by a national securities association or a national securities exchange registered with the Securities and Exchange Commission (SEC); or
2. No change.
3. No change.
4. Having complied with the provisions of paragraph (6)(5)(a) of this rule; or
5. Submitting to the Office proof of passing, within two years of the date of application for registration, an examination relating to the position to be filled administered by a national securities association 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:
A. 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;
B. Individuals who registered as representatives prior to October 1, 2018, and who continue to maintain those registrations on or after October 1, 2018.
(c) No change.
(8)(7) Fingerprint Requirements.
(a) through (b) No change.
(9)(8) Renewal Requirement.
(a) No change.
(b) In addition to verifying registration or notice-filings as provided in paragraph (9)(8)(a), to renew its registration and the registrations of its associated persons and branch office notice-filings, each issuer/dealer shall pay all renewal fees as required by sections 517.12(11) and 517.1202(3), F.S.
(c) No change.
(d) For issuer/dealers, failure to submit the requisite amount of fees as provided for in paragraph (9)(8)(b), by December 31 of the year of expiration of the registration shall result in the firm registration, agent registration, or branch office notice-filing not being renewed. If December 31 falls on a Saturday, Sunday or legal holiday pursuant to section 110.117, F.S., the 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 section 517.12(11) or 517.1202(3), F.S., provided that all requisite information and fees are filed electronically on the Office’s website at https://real.flofr.com through the REAL System 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 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 110.117, F.S., the reinstatement received on the next business day shall be considered timely received. If 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 517.12(10) or 517.1202(8), F.S., and shall not be returnable.
(10)(9) Termination of Registration as Issuer/Dealer, Principal or Agent, or Notification of Branch Office.
(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 through the REAL System using the forms incorporated in paragraph (10)(9)(c) of this rule, within thirty (30) calendar days of the date of termination.
(b) No change.
(c) The forms to be utilized for providing notice to the Office under paragraphs (10)(9)(a) and (10)(9)(b) are:
1. through 2. No change.
3. Uniform Termination Notice for Securities Industry Registration (Form U5 U-5) (05-09), which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06090.
(11)(10) Notice of Civil, Criminal or Administrative Action. An issuer/dealer shall:
(a) No change.
(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)(10)(a).
(c) Such notifications shall be filed with the Office through the REAL System in accordance with subsection (4)(3) of this rule. When specifically requested by the Office pursuant to section 517.021, F.S., one (1) copy of such complaint, answer or reply to any complaint, decision, order, or sanction shall be filed with the Office through the REAL System. Responses to requests by the Office for additional information shall be filed directly with the Office through the REAL System.
(12)(11) Registration of Issuer as an Issuer/Dealer under Section 517.051(9), F.S. An issuer of securities who elects to offer or sell its own securities pursuant to section 517.051(9), F.S., is required to be registered as an issuer/dealer pursuant to section 517.12(2), F.S. The issuer shall comply with the rules of the Commission for registration as an issuer/dealer as set forth under subsection (1) of this rule, in addition to the following requirements:
(a) through (c) No change.
Rulemaking Authority 517.03(1), 517.12 FS. Law Implemented 517.12 FS. History–New 12-29-15, Amended.
69W-600.0016 Application for Registration as an Investment Adviser (State Registered).
(1) New Applications.
(a) No change.
(b) An application shall include the following:
1. Form ADV, Uniform Application for Investment Adviser Registration (07-17 09-11). A sample form is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-XXXXX http://www.flrules.org/Gateway/reference.asp?No=Ref-06076;
2. No change.
3. A Uniform Application for Securities Industry Registration or Transfer (Form U4 U-4) to register at least one agent to designate as a principal as set forth in this rule. Form U4 U-4 (05-09) is hereby incorporated by reference and a sample form is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06089. In 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;
4. No change.
5. Any direct or indirect owner or control person required to be reported on Form ADV, pursuant to section 517.12(7), F.S., who 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 (8)(7) of this rule; and,
6. No change.
(2) No change.
(3) Burden of Proof. It is the applicant’s responsibility to prove that the statutory and regulatory requirements warranting granting of the application for registration as an investment adviser are met.
(4)(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. 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. For investment adviser applicants and registrants who file via the IARD, each such amendment, including those required by subsection (12)(11) of this rule, shall be filed with the Office through the IARD in accordance with this rule. If an amendment requires additional review by the Office, and the Office’s additional review cannot be completed before the 90-day time period of section 120.60(1), F.S., the application shall be subject to denial, and a new application, accompanied by the appropriate filing fee, may be required.
(5)(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 517.12(11), F.S., for such associated persons as have been terminated but for whom the appropriate termination notices have not been filed at date of license renewal.
(6)(5) Requirement to Maintain Principal.
(a) through (b) No change.
(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 (7)(6) of this rule, and the appropriate fees as specified in section 517.12(10), F.S., have been paid.
(7)(6) Examinations/Qualifications Requirements.
(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 U-4.
(b) An individual applying to be registered as an investment adviser shall provide the Office with proof of passing, within two years of the date of application for registration, one of the following examinations:
1. The Uniform Investment Adviser Law Examination (Series 65); or
2. The General Securities Representative Examination (Series 7) and the Uniform Combined State Law Examination (Series 66); and
3. 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:
A. 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;
B. Individuals who registered as representatives prior to October 1, 2018, and who continue to maintain those registrations on or after October 1, 2018.
(c) Grandfathering Provisions:
1. 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 (7)(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.
2. An individual who has not been registered in any jurisdiction in the United States requiring examinations designated in paragraph (7)(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.
(d) No change.
(8)(7) Fingerprint Requirements.
(a) through (c) No change.
(9)(8) Renewal Requirement.
(a) No change.
(b) In addition to verifying registration or notice-filings as provided in paragraph (9)(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 517.12(11) and 517.1202(3), F.S.
(c) No change.
(d) Failure to submit the requisite amount of fees as provided for in paragraph (9)(8)(b), by December 31 of the year of expiration of the registration shall result in the firm registration, agent registration, or branch office notice-filing not being renewed. If December 31 falls on a Saturday, Sunday or legal holiday pursuant to section 110.117, F.S., the 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 517.12(11) or 517.1202(3), F.S., provided 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 110.117, F.S., the 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 517.12(10) or 517.1202(8), F.S., and shall not be returnable.
(10)(9) Termination of Registration as an Investment Adviser, Agent, or Notification of Branch Office.
(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 (10)(9)(d) of this rule, within thirty (30) calendar days of the date of withdrawal, cancellation, or termination.
(b) through (c) No change.
(d) The forms to be utilized for providing notice to the Office under paragraphs (10)(9)(a) and (10)(9)(b) are:
1. Notice of Withdrawal from Registration as Investment Adviser (Form ADV-W) (7-17 11-10). A sample form is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-XXXXX http://www.flrules.org/Gateway/reference.asp?No=Ref-06077.
2. Uniform Termination Notice for Securities Industry Registration (Form U5 U-5) (05/09). A sample form is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06090.
3. No change.
(11)(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. The instructions to Form ADV (07-17 09-11) are hereby incorporated by reference and are available at http://www.flrules.org/Gateway/reference.asp?No=Ref-XXXXX http://www.flrules.org/Gateway/reference.asp?No=Ref-06076.
(12)(11) Notice of Civil, Criminal or Administrative Action. An investment adviser shall:
(a) No change.
(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 (12)(11)(a).
(c) Such notifications shall be filed with the Office through the IARD in accordance with subsection (4)(3) of this rule. When specifically requested by the Office pursuant to section 517.021, F.S., one (1) copy of such complaint, answer or reply to any complaint, decision, order, or sanction shall be filed directly with the Office. Responses to requests by the Office for additional information shall be filed directly with the Office.
(13)(12) Changes in Name and Successor Registration Requirements.
(a) through (c) No change.
(d) Change of Control:
1. No change.
2. 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 69W-200.001, F.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 (13)(d)1. subparagraph(12)(d)1.
3. No change.
(e) For the purposes of paragraphs (13)(12)(b) and (13)(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.
(f) For the purposes of paragraphs (13)(12)(a), (13)(12)(b), (13)(12)(c), and (13)(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 (10)(9) of this rule.
Rulemaking Authority 517.03(1), 517.12 FS. Law Implemented 517.12 FS. History–New 12-29-15, Amended.
69W-600.0017 Notice-Filing for Federal Covered Advisers.
(1) New Notice-Filings.
(a) No change.
(b) All federal covered advisers making or amending a notice-filing in this state shall file the Form ADV, Part 1, including copies of any amendments filed or required to be filed with the SEC, and the assessment fee required by section 517.1201(1) or (2), F.S., with the IARD in accordance with subsection (1). Form ADV (07-17 09-11) is hereby incorporated by reference, and a sample form is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-XXXXX. http://www.flrules.org/Gateway/reference.asp?No=Ref-06076.
(2) Registration of Associated Persons. All federal covered advisers who notice-file in this state and who request initial registration or amendment of an associated person of the federal covered adviser shall file the Uniform Application for Securities Industry Registration or Transfer (Form U4 U-4) and the assessment fee required by Section 517.12(10) or (11), F.S., with the CRD in accordance with rule 69W-600.0024, F.A.C. However, responses to requests by the Office for additional information shall be filed directly with the Office. Form U4 U-4 (05/2009) is hereby incorporated by reference and a sample form is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06089.
(3) No change.
(4) Termination of Notification as Investment Adviser or Registration as Agent.
(a) through (b) No change.
(c) The forms to be utilized for providing notice to the Office under paragraphs (4)(a) and (4)(b) above, are:
1. Notice of Withdrawal from Registration as Investment Adviser (Form ADV-W) (7-17 11-10). A sample form is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-XXXXX. http://www.flrules.org/Gateway/reference.asp?No=Ref-06077.
2. Uniform Termination Notice for Securities Industry Registration (Form U5 U-5) (05/09). A sample form is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06090.
Rulemaking Authority 517.03(1), 517.1201 FS. Law Implemented 517.1201 FS. History–New 12-29-15, Amended.
69W-600.002 Application for Registration as Associated Person (FINRA Dealer).
(1) New Applications.
(a) Applicants for initial registration as a principal or associated person of dealers who are members of the Financial Industry Regulatory Authority (FINRA) shall file the Uniform Application for Securities Industry Registration or Transfer (Form U4 U-4) electronically through the Central Registration Depository (CRD) of FINRA as prescribed by the Financial Services Commission (Commission). The application shall include all information required by such form, any other information the Office of Financial Regulation (Office) may require, and payment of the statutory fees required by section 517.12(10), F.S. The application shall be deemed received by the Office on the date designated in the “Status Date” field on the line notated “FL” with a “Registration Status” of “pending” as indicated on the CRD “Registrations with Current Employers” screen. Every application or amendment filed pursuant to this rule shall constitute a “written application” within the meaning of section 517.12(6), F.S.
(b) An application shall include the following:
1. Form U4 U-4 (05/2009). A sample form is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06089.
2. through 3. No change.
4. Evidence of examinations/qualifications set forth in subsection (7)(6) of this rule.
5. Fingerprints shall be submitted in accordance with section 517.12(7), F.S., and subsection (8)(7) of this rule.
(2) No change.
(3) Burden of Proof. It is the applicant’s responsibility to prove that the statutory and regulatory requirements warranting granting of the application for registration as an associated person are met.
(4)(3) Amendment of Application. If the information contained in any Form U4 U-4 becomes inaccurate for any reason before or after the associated person becomes registered, the associated person through the dealer, shall be responsible for correcting the inaccurate information within thirty (30) days. If the information being updated relates to the applicant’s or registrant’s disciplinary history, in addition to updating the Form U4 U-4, the associated person through the dealer shall also provide the Office with notice and copies of each civil, criminal or administrative action initiated against the associated person as provided in subsection (11)(10) of this rule. Associated persons of FINRA member firms shall file such amendments through the CRD system.
(5)(4) Multiple Registration. An applicant for registration as an associated person may apply to be registered as an associated person of more than one dealer, issuer/dealer, federal covered adviser or investment adviser, or any combination thereof, by the filing of separate applications by each registered dealer, issuer/dealer, federal covered adviser or investment adviser, and payment of separate application fees as required.
(6)(5) Alternate Business Name.
(a) No change.
(7)(6) Examinations/Qualifications.
(a) Every applicant for registration 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 U-4.
(b) Every applicant for initial registration as a principal or agent of a dealer shall evidence securities general knowledge by:
1. Submitting to the Office proof of passing, within two years of the date of application for registration, an examination relating to the position to be filled administered by a national securities association or a national securities exchange registered with the Securities and Exchange Commission (SEC); or
2. No change.
3. Having remained continuously registered in the capacity to be filled with the State of Florida without interruption of more than two years; or
4. Submitting to the Office proof of passing, within two years of the date of application for registration, an examination relating to the position to be filled administered by a national securities association 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:
A. 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;
B. Individuals who registered as representatives prior to October 1, 2018, and who continue to maintain those registrations on or after October 1, 2018.
(8)(7) Fingerprint Requirements.
(a) through (b) No change.
(9)(8) Renewal Requirement.
(a) through (c) No change.
(10)(9) Termination of Registration of Principal or Agent.
(a) through (b) No change.
(11)(10) Notice of Civil, Criminal or Administrative Action. An associated person shall:
(a) No change.
(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)(10)(a).
(c) Such notifications shall be filed with the Office through the CRD of the FINRA in accordance with subsection (4)(3) of this rule. When specifically requested by the Office pursuant to section 517.021, F.S., one (1) copy of such complaint, answer or reply to any complaint, decision, order, or sanction shall be filed directly with the Office. Responses to requests by the Office for additional information shall be filed directly with the Office.
(12)(11) Continuing Education Requirement. Failure to comply with any of the applicable continuing education requirements set forth in any one of the following shall be deemed a demonstration of unworthiness by an associated person under section 517.161(1)(h), F.S.:
(a) FINRA Rule 1240 1250, which is incorporated by reference in rule 69W-200.002, F.A.C.;
(b) No change.
(c) Rule G-3(i) G-3(h) of the Municipal Securities Rulemaking Board, which is incorporated by reference in rule 69W-200.002, F.A.C.;
(d) No change.
(e) Article 6 VI, Rule 11 of NYSE Chicago, Inc. the Chicago Stock Exchange, which is incorporated by reference in rule 69W-200.002, F.A.C.
Rulemaking Authority 517.03(1), 517.12 FS. Law Implemented 517.12 FS. History–New 9-20-82, Formerly 3E-301.02, Amended 10-15-86, 10-4-88, 6-24-90, 7-29-90, 10-14-90, 8-1-91, 6-16-92, 6-28-93, 11-14-93, 3-13-94, 4-30-96, 12-29-96, 6-22-98, 5-10-00, 9-19-00, 7-31-02, 12-11-03, Formerly 3E-600.002, Amended 3-16-06, 5-15-07, 12-24-07, 12-25-08, 11-22-10, 5-29-12, 11-11-13, 12-29-15, 9-25-18, .
69W-600.0021 Effect of Law Enforcement Records on Applications for Registration as Associated Persons.
(1) General Procedure Regarding Law Enforcement Records. As part of the application review process, the Office is required to consider an applicant’s law enforcement record when deciding whether to approve an application for registration as an associated person. When conducting this review, the Office reviews the applicant’s Form U4 U-4 responses, criminal history information derived from the fingerprint check, and information from other resources such as the Financial Industry Regulatory Authority. Form U4, Uniform Application for Securities Industry Registration or Transfer (05/2009) is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-XXXXX. In the event of a question regarding the applicant’s criminal history, the Office may request additional information from the applicant to determine the status of a criminal event, the specific facts and circumstances surrounding a criminal event, or to address other issues determined relevant to the review of the law enforcement record. The Office will notify the applicant of any specific documents that it requires in order to complete its review. Documentation that is typically requested includes:
(a) through (e) No change.
(2) Effect of Failure to Fully Disclose Law Enforcement Record on Application.
(a) The omission of any part of a law enforcement record required to be disclosed on the Form U4 U-4 is a material misrepresentation or material misstatement on the application and the application shall be denied pursuant to section 517.161(1)(b), F.S.
(b) If the Office discovers the applicant’s failure to disclose any part of a law enforcement record required to be disclosed on the Form U4 U-4 after a registration has been granted, the Office will suspend or revoke each registration currently held by the applicant as follows:
1. through 2. No change.
(3) through (16) No change.
(17) Form U-4 is incorporated by reference in subsection 69W-301.002(7), F.A.C.
(17)(18) For purposes of this rule, “certified” means that there must be a certification or attestation by the issuer of the record that the document is a true copy of a record contained in the issuer’s office and the issuer’s seal, if any.
Rulemaking Authority 517.1611(2) FS. Law Implemented 517.12, 517.161 FS. History–New 3-2-10, Amended.
69W-600.0022 Application for Registration as Associated Person (Non-FINRA Dealer).
(1) New Applications.
(a) Applicants for initial registration as a principal or associated person of dealers who are not members of the Financial Industry Regulatory Authority (FINRA) shall file the Uniform Application for Securities Industry Registration or Transfer (Form U4 U-4) electronically on the Office of Financial Regulation’s website at https://real.flofr.com through the Regulatory Enforcement and Licensing (REAL) System as prescribed by the Financial Services Commission (Commission). The application shall include all information required by such form, any other information the Office of Financial Regulation (Office) may require, and payment of the statutory fees required by section 517.12(10), F.S. The application shall be deemed received on the date the Office issues a confirmation of submission and payment to the applicant via the Office’s website. Every application or amendment filed pursuant to this rule shall constitute a “written application” within the meaning of section 517.12(6), F.S.
(b) An application shall include the following:
1. Form U4 U-4 (05/2009), which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06089.
2. through 3. No change.
4. Evidence of examinations/qualifications set forth in subsection (7)(6) of this rule.
5. Fingerprints shall be submitted in accordance with section 517.12(7), F.S., and subsection (8)(7) of this rule.
(2) No change.
(3) Burden of Proof. It is the applicant’s responsibility to prove that the statutory and regulatory requirements warranting granting of the application for registration as an associated person are met.
(4)(3) Amendment of Application. If the information contained in any Form U4 U-4 becomes inaccurate for any reason before or after the associated person becomes registered, the associated person through the dealer, shall be responsible for correcting the inaccurate information within thirty (30) days. If the information being updated relates to the applicant’s or registrant’s disciplinary history, in addition to updating the Form U4 U-4, the associated person through the dealer shall also provide the Office with notice and copies of each civil, criminal or administrative action initiated against the associated person as provided in subsection (11)(10) of this rule. Associated persons of non-FINRA firms shall file such amendments electronically with the Office through the REAL System.
(5)(4) Multiple Registration. An applicant for registration as an associated person may apply to be registered as an associated person of more than one dealer, issuer/dealer, federal covered adviser or investment adviser, or any combination thereof, by the filing of separate applications by each registered dealer, issuer/dealer, federal covered adviser or investment adviser, and payment of separate application fees as required.
(6)(5) Alternate Business Name.
(a) No change.
(7)(6) Examinations/Qualifications.
(a) Every applicant for registration 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 U-4.
(b) Every applicant for initial registration as a principal or agent of a dealer shall evidence securities general knowledge by:
1. Submitting to the Office proof of passing, within two years of the date of application for registration, an examination relating to the position to be filled administered by a national securities association or a national securities exchange registered with the Securities and Exchange Commission (SEC); or
2. Submitting to the Office evidence of effective registration, within the preceding two years, with a national securities association or national stock exchange registered with the SEC, relating to the position to be filled as principal or agent; or
3. Having remained continuously registered in the capacity to be filled with the State of Florida without interruption of more than two years; or
4. Submitting to the Office proof of passing, within two years of the date of application for registration, an examination relating to the position to be filled administered by a national securities association 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:
A. 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;
B. Individuals who registered as representatives prior to October 1, 2018, and who continue to maintain those registrations on or after October 1, 2018.
(8)(7) Fingerprint Requirements. Fingerprints filed in accordance with section 517.12(7), F.S., shall 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.
(9)(8) Renewal Requirement.
(a) through (c) No change.
(10)(9) Termination of Registration of Principal or Agent.
(a) through (b) No change.
(11)(10) Notice of Civil, Criminal or Administrative Action. An associated person shall:
(a) No change.
(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)(10)(a).
(c) Such notifications shall be filed with the Office through the REAL System in accordance with subsection (4)(3) of this rule. When specifically requested by the Office pursuant to section 517.021, F.S., one (1) copy of such complaint, answer or reply to any complaint, decision, order, or sanction shall be filed with the Office through the REAL System. Responses to requests by the Office for additional information shall be filed with the Office through the REAL System.
Rulemaking Authority 517.03(1), 517.12 FS. Law Implemented 517.12 FS. History–New 12-29-15, Amended 9-25-18,.
69W-600.0023 Application for Registration as Associated Person (Issuer/Dealer).
(1) New Applications.
(a) Applicants for initial registration as a principal or associated person of an issuer/dealer shall file the Uniform Application for Securities Industry Registration or Transfer (Form U4 U-4) electronically on the Office of Financial Regulation’s website at https://real.flofr.com through the Regulatory Enforcement and Licensing (REAL) System as prescribed by the Financial Services Commission (Commission). The application shall include all information required by such form, any other information the Office of Financial Regulation (Office) may require, and payment of the statutory fees required by section 517.12(10), F.S. The application shall be deemed received on the date the Office issues a confirmation of submission and payment to the applicant via the Office’s website. Every application or amendment filed pursuant to this rule shall constitute a “written application” within the meaning of section 517.12(6), F.S.
(b) An application shall include the following:
1. Form U4 U-4 (05/2009), which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06089.
2. through 3. No change.
4. Evidence of examinations/qualifications set forth in subsection (7)(6) of this rule.
5. Fingerprints shall be submitted in accordance with section 517.12(7), F.S., and subsection (8)(7) of this rule.
(2) No change.
(3) Burden of Proof. It is the applicant’s responsibility to prove that the statutory and regulatory requirements warranting granting of the application for registration as an associated person are met.
(4)(3) Amendment of Application. If the information contained in any Form U4 U-4 becomes inaccurate for any reason before or after the associated person becomes registered, the associated person through the dealer shall be responsible for correcting the inaccurate information within thirty (30) days. If the information being updated relates to the applicant’s or registrant’s disciplinary history, in addition to updating the Form U4 U-4, the associated person through the dealer shall also provide the Office with notice and copies of each civil, criminal or administrative action initiated against the associated person as provided in subsection (11)(10) of this rule. Associated persons of issuer/dealers shall file such amendments electronically with the Office through the REAL System.
(5)(4) Multiple Registration. An applicant for registration as an associated person may apply to be registered as an associated person of more than one dealer, issuer/dealer, federal covered adviser or investment adviser, or any combination thereof, by the filing of separate applications by each registered dealer, issuer/dealer, federal covered adviser or investment adviser, and payment of separate application fees as required.
(6)(5) Alternate Business Name.
(a) An issuer required to be registered or who elects to be registered pursuant to section 517.12(1), 517.051(9) or 517.061(11), F.S., selling its own securities exclusively through its principals or agents (as those terms are defined in section 517.021, F.S., and rule 69W-200.001, F.A.C., respectively) may obtain registration as an issuer/dealer by filing as required under subsection (1) of this rule, rule 69W-500.011 or 69W-600.0013, F.A.C., as appropriate, provided that:
1. The associated persons of said issuer/dealer comply with the registration requirements of section 517.12, F.S., and subsections (7)(6) and (8)(7) of this rule, provided that such person primarily performs, or is intended to perform at the end of the distribution, substantial duties for, or on behalf of, the issuer other than in connection with transactions in securities,
2. Said issuer/dealer may register up to five (5) associated persons, which persons shall be exempted from the examination requirements of subsection (7)(6) of this rule, provided such issuer/dealer shall register no more than five (5) associated persons, and at the time of application for registration advises the Office of its intention to register no more than five (5) associated persons. Failure to so advise the Office shall require all associated person applicants to fulfill the examination requirements of subsection (7)(6) of this rule. Registration of more than five (5) such associated persons, at any one time, shall void this exemption, and all such associated persons shall be required to meet the examination requirements of subsection (7)(6) of this rule.
(b) No change.
(c) Associated persons exempted from the examination requirements as provided by subparagraph (6)(5)(a)2., may not be registered with more than one (1) issuer/dealer at the same time.
(7)(6) Examinations/Qualifications.
(a) Every applicant for registration 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 U-4.
(b) Every applicant for initial registration as a principal or agent of a dealer shall evidence securities general knowledge by:
1. Submitting to the Office proof of passing, within two years of the date of application for registration, an examination relating to the position to be filled administered by a national securities association or a national securities exchange registered with the Securities and Exchange Commission (SEC); or
2. Submitting to the Office evidence of effective registration, within the preceding two years, with a national securities association or national stock exchange registered with the SEC, relating to the position to be filled as principal or agent; or
3. Having remained continuously registered in the capacity to be filled with the State of Florida without interruption of more than two years; or
4. Having complied with the provisions of subparagraph (6)5(a)2. of this rule; or
5. Submitting to the Office proof of passing, within two years of the date of application for registration, an examination relating to the position to be filled administered by a national securities association 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:
A. 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;
B. Individuals who registered as representatives prior to October 1, 2018, and who continue to maintain those registrations on or after October 1, 2018.
(c) No change.
(8)(7) Fingerprint Requirements. Fingerprints filed in accordance with section 517.12(7), F.S., shall 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.
(9)(8) Renewal Requirement.
(a) through (c) No change.
(10)(9) Termination of Registration of Principal or Agent.
(a) through (b) No change.
(11)(10) Notice of Civil, Criminal or Administrative Action. An associated person shall:
(a) No change.
(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)(10)(a).
(c) Such notifications shall be filed with the Office through the REAL System in accordance with subsection (4)(3) of this rule. When specifically requested by the Office pursuant to section 517.021, F.S., one (1) copy of such complaint, answer or reply to any complaint, decision, order, or sanction shall be filed with the Office through the REAL System. Responses to requests by the Office for additional information shall be filed with the Office through the REAL System.
Rulemaking Authority 517.03(1), 517.12 FS. Law Implemented 517.12 FS. History–New 12-29-15, Amended 9-25-18,.
69W-600.0024 Application for Registration as Associated Person (Investment Adviser and Federal Covered Adviser).
(1) New Applications.
(a) Applicants for registration as an associated person of investment advisers and federal covered advisers shall file the Uniform Application for Securities Industry Registration or Transfer (Form U4 U-4) electronically through the Central Registration Depository (CRD) of the Financial Industry Regulatory Authority (FINRA) as prescribed by the Financial Services Commission (Commission). The application shall include all information required by such form, any other information the Office of Financial Regulation (Office) may require, and payment of the statutory fees required by section 517.12(10), F.S. The application shall be deemed received by the Office on the date designated in the “Status Date” field on the line notated “FL” with a “Registration Status” of “pending” as indicated on the CRD “Registrations with Current Employers” screen. Every application or amendment filed pursuant to this rule shall constitute a “written application” within the meaning of section 517.12(6), F.S.
(b) An application shall include the following:
1. Form U4 U-4 (05/2009). A sample form is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06089.
2. through 3. No change.
4. Evidence of examinations/qualifications set forth in subsection (7)(6) of this rule.
5. Fingerprints shall be submitted in accordance with section 517.12(7), F.S., and subsection (8)(7) of this rule.
(2) No change.
(3) Burden of Proof. It is the applicant’s responsibility to prove that the statutory and regulatory requirements warranting granting of the application for registration as an associated person are met.
(4)(3) Amendment of Application. If the information contained in any Form U4 U-4 becomes inaccurate for any reason before or after the associated person becomes registered, the associated person through the investment adviser or federal covered adviser shall be responsible for correcting the inaccurate information within thirty (30) days. If the information being updated relates to the applicant’s or registrant’s disciplinary history, in addition to updating the Form U4 U-4, the associated person through the investment adviser or federal covered adviser shall also provide the Office with notice and copies of each civil, criminal or administrative action initiated against the associated person as provided in subsection (11)(10) of this rule. Associated persons shall file such amendments through the CRD system.
(5)(4) Multiple Registration.
(a) through (b) No change.
(6)(5) Alternate Business Name.
(a) No change.
(7)(6) Examinations/Qualifications.
(a) Every applicant for registration 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 U-4.
(b) An individual applying to be registered as an associated person of an investment adviser or federal covered adviser shall provide the Office with proof of passing, within two years of the date of application for registration, one of the following examinations:
1. The Uniform Investment Adviser Law Examination (Series 65); or
2. The General Securities Representative Examination (Series 7) and the Uniform Combined State Law Examination (Series 66); and
3. 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:
A. 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;
B. Individuals who registered as representatives prior to October 1, 2018, and who continue to maintain those registrations on or after October 1, 2018.
(c) Grandfathering Provisions:
1. Any individual who is or has been registered as an associated person of an investment adviser or federal covered adviser in any jurisdiction in the United States requiring examinations designated in paragraph (7)(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.
2. An individual who has not been registered in any jurisdiction in the United States requiring examinations designated in paragraph (7)(6)(b), as an associated person of an investment adviser or federal covered adviser within two years of the date of application for registration shall be required to comply with the examination requirements of this rule.
(d) No change.
(8)(7) Fingerprint Requirements.
(a) though (b) No change.
(9)(8) Renewal Requirement.
(a) through (c) No change.
(10)(9) Termination of Registration of Principal or Agent.
(a) through (b) No change.
(11)(10) Notice of Civil, Criminal or Administrative Action. An associated person shall:
(a) Notify the Office within thirty (30) calendar days of the date a complaint is served, of any civil, criminal or administrative charges filed that directly or indirectly relate to the registration or sale of securities, or which directly or indirectly relate to activities as a principal or agent, or any other activity in which 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
(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)(10)(a).
(c) Such notifications shall be filed with the Office through the CRD of the FINRA in accordance with subsection (4)3 of this rule. When specifically requested by the Office pursuant to section 517.021, F.S., one (1) copy of such complaint, answer or reply to any complaint, decision, order, or sanction shall be filed directly with the Office. Responses to requests by the Office for additional information shall be filed directly with the Office.
Rulemaking Authority 517.03(1), 517.12 FS. Law Implemented 517.12 FS. History–New 12-29-15, Amended 9-25-18,.
69W-600.0031 Notice-Filing of Branch Office (FINRA Dealer).
(1) New Notice-Filings.
(a) No change.
(b) A notice-filing shall include the following:
1. through 2. No change.
3. Manager(s) and resident person(s)-in-charge, as appropriate, must be registered as set forth in rule 69W-600.002, F.A.C.
(2) Branch Office Designation. A branch office may or may not be designated as an Office of Supervisory Jurisdiction (OSJ) at the discretion of the registrant. For each branch office designated as an OSJ, a Supervisor branch office manager shall be designated as a principal and registered with the Office. The designated principal shall have passed the examination(s), administered by a national securities association or a national securities exchange registered with the Securities and Exchange Commission, to supervise the activities of the branch office and its associated persons and be registered with the Office as set forth in rule 69W-600.002, F.A.C. For offices not designated as an OSJ, the branch office manager need not be located at the office(s) delegated for supervisory responsibility; however, in such cases, the registrant must specify the OSJ and the Supervisor(s) at the specified OSJ that supervise(s) the branch office. Additionally, the registrant must specify the Person(s)-in-Charge physically located at the branch office. The Person(s)-in-Charge must be registered as set forth in rule 69W-600.002, F.A.C. in writing to the Office, the names of the associated persons designated as resident person(s)-in-charge as well as the branch office manager.
(3) through (6) No change.
Rulemaking Authority 517.03(1), 517.1202 FS. Law Implemented 517.1202 FS. History–New 12-29-15, Amended.
69W-600.0032 Notice-Filing of Branch Office (Non-FINRA Dealer).
(1) New Notice-Filing.
(a) No change.
(b) A notice-filing shall include the following:
1. through 2. No change.
3. Manager(s) and resident person(s)-in-charge, as appropriate, must be registered as set forth in rule 69W-600.0022, F.A.C.
(2) Branch Office Designation. A branch office may be designated as an Office of Supervisory Jurisdiction (OSJ) at the discretion of the registrant. For each branch office designated as an OSJ, a Supervisor shall be designated as a principal and registered with the Office. The designated principal shall have passed the examination(s), administered by a national securities association or a national securities exchange registered with the Securities and Exchange Commission, to supervise the activities of the branch office and its associated persons and be registered with the Office as set forth in rule 69W-600.002, F.A.C. For offices not designated as an OSJ, the registrant must specify the OSJ and the Supervisor(s) at the specified OSJ that supervise(s) the branch office. Additionally, the registrant must specify the Person(s)-in-Charge physically located at the branch office. The Person(s)-in-Charge must be registered as set forth in rule 69W-600.002, F.A.C.
(3)(2) Amendment of Notice-Filing. If the information contained in the Form BR becomes inaccurate or incomplete for any reason after the branch office notice-files, including changing the location of the branch office or the supervisory personnel thereof, the dealer shall amend the information by filing a complete and originally executed Form BR with the Office within thirty (30) days of the change and denoting thereon that the information reported is an amendment to a previous filing. Dealers shall amend the branch office information by filing the Form BR electronically with the Office through the REAL System, in accordance with subsection (1) of this rule. Failure to file amendments, as provided herein, shall be considered a violation of section 517.1202(6), F.S.
(4)(3) Alternate Business Name. It is prohibited for any branch office to conduct securities business in this state under any name other than that of the dealer with which the branch office is notice-filed is registered unless each of the following conditions is met:
(a) through (c) No change.
(5)(4) Renewal Requirement.
(a) No change.
(b) For branch offices of dealers that are not members of FINRA, failure to submit the requisite amount of fees as provided for in paragraph (5)(4)(a), by December 31 of the year of expiration of the notice-filing shall result in the notice-filing not being renewed. If December 31 falls on a Saturday, Sunday or legal holiday pursuant to section 110.117, F.S., the renewals received on the next business day shall be considered timely received. However, an expired notice-filing may be reinstated in accordance with section 517.1202(3), F.S., provided that all requisite information and fees are filed electronically on the Office’s website at https://real.flofr.com through the REAL System on or before January 31 of the year following the year of expiration. Failure to submit the requisite amount of fees necessary to reinstate the notice-filing by January 31 of the year following the year of expiration shall result in the notice-filing not being reinstated. If January 31 falls on a Saturday, Sunday, or legal holiday pursuant to section 110.117, F.S., the reinstatement received on the next business day shall be considered timely received. If the renewal or reinstatement is withdrawn or not granted, any fees filed to renew or reinstate the notice-filing shall become the revenue of the state pursuant to the provisions of section 517.1202(8), F.S., and shall not be returnable.
(6)(5) Termination of Branch Office. Where a branch office cancels, or otherwise terminates notification, or is terminated for any reason, notice of such fact shall be electronically filed with the Office on the Form BR through the CRD within thirty (30) calendar days of the date of cancellation or termination.
Rulemaking Authority 517.03(1), 517.1202 FS. Law Implemented 517.1202 FS. History–New 12-29-15, Amended.
69W-600.0033 Notice-Filing of Branch Office (Issuer/Dealer).
(1) New Notice-Filings.
(a) No change.
(b) A notice-filing shall include the following:
1. through 2. No change.
3. Manager(s) and resident person(s)-in-charge, as appropriate, must be registered as set forth in rule 69W-600.0023, F.A.C.
(2) Branch Office Designation. A branch office may be designated as an Office of Supervisory Jurisdiction (OSJ) at the discretion of the registrant. For each branch office designated as an OSJ, a Supervisor shall be designated as a principal and registered with the Office. The designated principal shall have passed the examination(s), administered by a national securities association or a national securities exchange registered with the Securities and Exchange Commission, to supervise the activities of the branch office and its associated persons and be registered with the Office as set forth in rule 69W-600.002, F.A.C. For offices not designated as an OSJ, the registrant must specify the OSJ and the Supervisor(s) at the specified OSJ that supervise(s) the branch office. Additionally, the registrant must specify the Person(s)-in-Charge physically located at the branch office. The Person(s)-in-Charge must be registered as set forth in rule 69W-600.002, F.A.C.
(3)(2) Amendment of Notice-Filing. If the information contained in the Form BR becomes inaccurate or incomplete for any reason after the branch office notice-files, including changing the location of the branch office or the supervisory personnel thereof, the issuer/dealer shall amend the information by filing a complete and originally executed Form BR with the Office within thirty (30) days of the change and denoting thereon that the information reported is an amendment to a previous filing. Issuer/dealers shall amend the branch office information by filing the Form BR electronically with the Office through the REAL System as set forth in subsection (1) of this rule. Failure to file amendments, as provided herein, shall be considered a violation of section 517.1202(6), F.S.
(4)(3) Alternate Business Name. It is prohibited for any branch office to conduct a securities business in this state under any name other than that of the dealer with which the branch office is notice-filed unless each of the following conditions is met:
(a) through (c) No change.
(5)(4) Renewal Requirement.
(a) No change.
(b) For branches of issuer/dealers, failure of the firm to submit the requisite amount of fees as provided for in paragraph (5)(4)(a), by December 31 of the year of expiration of the notice-filing shall result in such notice-filing not being renewed. If December 31 falls on a Saturday, Sunday or legal holiday pursuant to section 110.117, F.S., the renewals received on the next business day shall be considered timely received. However, an expired notice-filing may be reinstated in accordance with section 517.1202(3), F.S., provided that all requisite information and fees are filed electronically on the Office’s website at https://real.flofr.com through the REAL System on or before January 31 of the year following the year of expiration. Failure to submit the requisite amount of fees necessary to reinstate the 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 110.117, F.S., the reinstatement received on the next business day shall be considered timely received. If the renewal or reinstatement is withdrawn or not granted, any fees filed to renew or reinstate the notice-filing shall become the revenue of the state pursuant to the provisions of section 517.1202(8), F.S., and shall not be returnable.
(6)(5) Termination of Branch Office. Where a branch office cancels, or otherwise terminates notification, or is terminated for any reason, notice of such fact shall be electronically filed with the Office on the Form BR through the CRD within thirty (30) calendar days of the date of cancellation or termination.
Rulemaking Authority 517.03(1), 517.1202 FS. Law Implemented 517.1202 FS. History–New 12-29-15, Amended.
69W-600.013 Prohibited Business Practices for Dealers and Their Associated Persons.
(1) The following are deemed demonstrations of unworthiness by a dealer under section 517.161(1)(h), F.S., without limiting that term to the practices specified herein:
(a) through (g) No change.
(h) With respect to any customer, transaction or business in this state, violating any of the following:
1. Financial Industry Regulatory Authority (FINRA) rules contained in the Rule 2000 Series (Duties and Conflicts), Rule 3000 Series (Supervision and Responsibilities Relating to Associated Persons), Rule 4000 Series (Financial and Operational Rules), Rule 5000 Series (Securities Offering and Trading Standards and Practices), Rule 6000 Series (Quotation and Transaction Reporting Facilities), or Rule 7000 Series (Clearing, Transaction and Order Data Requirements, and Facility Charges), or Rule 11000 Series (Uniform Practice Code); or National Association of Securities Dealers (NASD) Conduct Rules contained in Rule 2340 or 2510 the Rule 2000 Series (Business Conduct), or Rule 3140, 3150, or IM-3150 Rule 3000 Series (Responsibilities Relating to Associated Persons, Employees, and Others’ Employees); or NASD Uniform Practice Code rules contained in the Rule 11000 Series. The foregoing rules are incorporated by reference in rule 69W-200.002, F.A.C.
2. For members of the New York Stock Exchange, Rule 405, 412, or 435 of the New York Stock Exchange, which are incorporated by reference in rule 69W-200.002, F.A.C.
3. No change.
4. Section 15(b)(4)(E) of the Securities Exchange Act of 1934 (15 U.S.C. §78o(b)(4)(E)); Regulation SHO, Regulation of Short Sales, (17 C.F.R. §§242.200-242.203); or NASD Conduct Rule 3210, which are incorporated by reference in rule 69W-200.002, F.A.C.
5. Section 15B of the Securities Exchange Act of 1934, (15 U.S.C. §78o-4), or the following rules of the Municipal Securities Rulemaking Board (MSRB), MSRB Definitional Rules D-1 to D-15 D-14, and General Rules G-1 to G-48 G-43. The foregoing are incorporated by reference in rule 69W-200.002, F.A.C.
6. Section 248.30 of Regulation S-P (17 C.F.R. §248.30), which is incorporated by reference in rule 69W-200.002, F.A.C.
7.6. To the extent that any of the rules described in subparagraphs 1. through 6.5. of this section or their interpretation by the FINRA, NASD, NYSE, MSRB, or SEC, as appropriate, conflict or are inconsistent with other provisions of the Florida Securities and Investor Protection Act or rules promulgated pursuant thereto, this paragraph of this rule shall not be deemed controlling.
(i) through (o) No change.
(2) The following are deemed demonstrations of unworthiness by an associated person of a dealer under section 517.161(1)(h), F.S., without limiting that term to the practices specified herein:
(a) through (f) No change.
(g) Failing to furnish to each offeree of a Small Corporate Offering Registration (SCOR) a copy of the “Florida Guide to Small Business Investments,” OFR-S-13-97, which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-XXXXX in subsection 69W-301.002(7), F.A.C.; and,
(h) No change.
Rulemaking Authority 517.03(1), 517.1217 FS. Law Implemented 517.081, 517.1217, 517.161(1) FS. History–New 12-5-79, Amended 9-20-82, Formerly 3E-600.13, Amended 8-1-91, 6-16-92, 1-11-93, 11-7-93, 5-5-94, 9-9-96, 10-20-97, 1-25-00, 10-30-03, Formerly 3E-600.013, Amended 10-23-06, 1-18-09, 11-22-10, 9-22-14, 11-15-16, .
69W-600.0131 Prohibited Business Practices for Investment Advisers and Their Associated Persons.
(1) The following are prohibited business practices for investment advisers and associated persons pursuant to section 517.1215(2), F.S., and are deemed demonstrations of unworthiness by an investment adviser or an associated person of an investment adviser under section 517.161(1)(h), F.S., without limiting that term to the practices specified herein:
(a) through (m) No change.
(n) Recommending to a customer that the customer engage the services of a dealer in connection with which the investment adviser receives a fee or remuneration from the dealer, except as permitted in subsection 69W-600.0024(5) 69W-600.0024(4), F.A.C.
(o) Disclosing the identity, affairs, or investments of any customer unless required to do so by law or consented to in writing by the customer.
(p) through (u) No change.
(v) Failing to send a customer an itemized invoice or statement each time a fee is directly deducted from the customer’s account in accordance with the provisions of paragraph 69W-600.0132(2)(i), F.A.C.
(w) through (x) No change.
(2) No change.
Rulemaking Authority 517.03(1), 517.1215 FS. Law Implemented 517.12(4), 517.1215, 517.161(1) FS. History–New 1-25-00, Amended 10-30-03, Formerly 3E-600.0131, Amended 10-23-06, 1-18-09, 11-22-10, 9-22-14, 5-6-15, 11-15-16, .
69W-600.0132 Custody Requirements for Investment Advisers.
(1) No change.
(2) Safekeeping required. If the investment adviser is registered or required to be registered, it is unlawful for the investment adviser to have custody of client funds or securities unless the following requirements in paragraphs (2)(a)-(i) are met:
(a) Notice to Office. The investment adviser notifies the Office of Financial Regulation (Office) within thirty (30) days in writing that the investment adviser has or may have custody. Such notification is required to be given on Form ADV, Uniform Application for Investment Adviser Registration (07-17), which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-XXXXX. in subsection 69W-301.002(7), F.A.C.
(b) through (h) No change.
(i) 1. through 2. No change.
3. The investment adviser must notify the Office in writing that the investment adviser intends to use the safeguards provided above. Such notification is required to be given on Form ADV, Uniform Application for Investment Adviser Registration (07-17), which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-XXXXX. in subsection 69W-301.002(7), F.A.C.
(3) Exceptions to certain safekeeping requirements.
(a) No change.
(b) Certain privately offered securities.
1. No change.
2. Notwithstanding subparagraph (3)(b)1. of this rule, the provisions of paragraph (3)(b) of this rule, are available with respect to securities held for the account of a limited partnership (or limited liability company, or other type of pooled investment vehicle) only if the limited partnership is audited, the audited financial statements are distributed, as described in paragraph (3)(d) of this rule, and the investment adviser notifies the Office in writing that the investment adviser intends to provide audited financial statements, as described above. Such notification is required to be given on Form ADV, Uniform Application for Investment Adviser Registration (07-17), which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-XXXXX. in subsection 69W-301.002(7), F.A.C.
(c) No change.
(d) Limited partnerships subject to annual audit. An investment adviser is not required to comply with paragraphs (2)(c) and (2)(d), and shall be deemed to have complied with paragraph (2)(f) of this rule, with respect to the account of a limited partnership (or limited liability company, or any other type of pooled investment vehicle) if each of the following conditions in subparagraphs 1. through 6. are met:
1. through 5. No change.
6. The investment adviser must also notify the Office in writing that the investment adviser intends to employ the use of the statement delivery and audit safeguards described above. Such notification is required to be given on Form ADV, Uniform Application for Investment Adviser Registration (07-17), which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-XXXXX. in subsection 69W-301.002(7), F.A.C.
7. No change.
(e) through (g) No change.
(4) No change.
Rulemaking Authority 517.03(1), 517.1215 FS. Law Implemented 517.1215 FS. History–New 10-23-06, Amended 11-22-10, 9-22-14, 5-6-15, .
69W-600.014 Books and Records Requirements.
Except as otherwise provided herein, every dealer, investment adviser, branch office, and associated person conducting business in this state shall prepare and maintain on a current basis, and preserve for the periods of time specified, such records, prescribed herein, as are appropriate for said dealer’s, investment adviser’s, branch office’s, or associated person’s course of business, and are sufficient to provide an audit trail of all business transactions by said dealer, investment adviser, associated person, or branch office. Associated persons who conduct business from a branch office notice-filed in this state shall be exempt from the provisions of this rule.
(1) All dealers are required to prepare and maintain appropriate books and records relating to their business as described in either SEC Rules 17a-3 or 17a-4, (17 C.F.R. §§240.17a-3, 240.17a-4), section 248.30 of Regulation S-P (17 C.F.R. §248.30), and or MSRB Rules G-7, G-8 and G-9; and records evidencing compliance with NASD Rules 3140, 3150, and IM-3150 and Financial Industry Regulatory Authority (FINRA) rules contained in the Rule 2000 Series (Duties and Conflicts), Rule 3000 Series (Supervision and Responsibilities Relating to Associated Persons), Rule 4000 Series (Financial and Operational Rules), and Rule 5000 Series (Securities Offering and Trading Standards and Practices) Rule Series 3000. The foregoing rules are incorporated by reference in rule 69W-200.002, F.A.C.
(2) All issuer/dealers are required to maintain at least the following records:
(a) through (b) No change.
(c) A record of all sales of securities made by, or on behalf of, the issuer as described in and in compliance with SEC Rule 17a-3(a)(1), (17 C.F.R. § 240.17a-3(a)(1)), which is incorporated by reference in rule 69W-200.002, F.A.C.;
(d) through (e) No change.
(3) through (8) No change.
Rulemaking Authority 517.03(1), 517.121(1), 517.1215 FS. Law Implemented 517.121(1), 517.1215 FS. History–New 12-5-79, Amended 9-20-82, Formerly 3E-600.14, Amended 10-14-90, 8-1-91, 6-16-92, 1-11-93, 9-9-96, 6-22-98, 1-25-00, 10-30-03, Formerly 3E-600.014, Amended 10-23-06, 5-15-07, 11-22-10, 11-11-13, 9-22-14, 5-6-15, 11-15-16, .
69W-600.0151 Net Capital and Financial Reporting Requirements for Dealers and Issuer/Dealers.
(1) through (3) No change.
(4) Financial reporting requirements for dealers.
(a) Requirement for dealer applicants. Every dealer applicant, unless exempted under paragraph (4)(c) of this rule, shall file with the Office:
1. A completed SEC Form X-17A-5 Part IIA (FOCUS Report) (11-05 02-03), which is hereby incorporated by reference and accessible at http://www.flrules.org/Gateway/reference.asp?No=Ref-XXXXX, http://www.flrules.org/Gateway/reference.asp?No=Ref-05358, or http://www.flofr.com/StaticPages/DivisionOfSecurities.htm, or
2. No change.
(b) through (d) No change.
(5) through (6) No change.
Rulemaking Authority 517.03(1), 517.12(9), 517.121(2) FS. Law Implemented 517.12(9), 517.121(2), 517.161(1), 517.201 FS. History–New 5-6-15,.
69W-600.017 Customer Protection Rule – Reserve Requirements and Custody of Customer Funds and Securities.
All Dealer applicants and registrants subject to the net capital provisions of subsection 69W-600.0151(2), 69W-600.016(2), F.A.C., shall be required to prepare and maintain such records and accounts as specified in, and to comply in all other respects with, the provisions of SEC Rule 15c3-3 and Exhibit A (17 C.F.R. §240.15c3-3 and 240.15c3-3a), which are incorporated by reference in rule 69W-200.002, F.A.C.
Rulemaking Authority 517.03(1), 517.12(9), 517.121(2) FS. Law Implemented 517.12(9), 517.121(2) FS. History–New 12-5-79, Formerly 3E-600.17, Amended 6-16-92, Formerly 3E-600.017, Amended 11-22-10, 9-22-14, .
69W-600.020 Continuing Education Requirements.
Rulemaking Authority 517.03(1) FS. Law Implemented 517.12(18), 517.161(1) FS. History–New 12-21-95, Amended 8-19-99, 10-30-03, Formerly 3E-600.020, Amended 11-22-10, 9-22-14, Repealed .
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
Document Information
- Comments Open:
- 8/13/2019
- Summary:
- The proposed amended rules incorporate by reference the current versions of forms and other materials, incorporate, in relevant part, the contents of and remove cross-reference to Rule 69W-301.002, F.A.C., include the SIE exam as a required exam where applicable, incorporate section 248.30 of Regulation S-P (17 C.F.R. §248.30) into the book and record requirements for dealers, as well as, make the violation of the same a prohibited business practice for dealers, repeal Rule 69W-600.020, F.A.C., ...
- Purpose:
- The purpose and effect is to amend the existing rules to incorporate by reference the current versions of forms and other materials incorporated by reference, to incorporate, in relevant part, the contents of and remove cross-reference to Rule 69W-301.002, Florida Administrative Code (F.A.C.), to include the Securities Industry Essentials (SIE) exam (a new exam required for registration with the Financial Industry Regulatory Authority (FINRA)) where applicable, to incorporate section 248.30 of ...
- Rulemaking Authority:
- 517.03(1), 517.12, 517.1201, 517.1202, 517.121, 517.1215, 517.1217, 517.1611(2), FS.
- Law:
- 517.081, 517.12, 517.1201, 517.1202, 517.121, 517.1215, 517.1217, 517.161, 517.201 FS.
- Contact:
- Ryann White, Division of Securities (850) 410-9803, Ryann.White@flofr.com
- Related Rules: (15)
- 69W-600.001. Application for Registration as a Dealer, Issuer/Dealer, or Investment Adviser
- 69W-600.0011. Effect of Law Enforcement Records on Applications for Registration as Dealer, Issuer/Dealer, or Investment Adviser
- 69W-600.0012. Application for Registration as a Dealer (Non-FINRA)
- 69W-600.0013. Application for Registration as an Issuer/Dealer
- 69W-600.0016. Application for Registration as an Investment Adviser (State Registered)
- More ...