The proposed rule amendments amend 11 rules regarding the registration of dealers, investment advisers, and associated persons, generally to reflect statutory changes as a result of Chapters 2013-201 and 2013-202, Laws of Florida.  

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    DEPARTMENT OF FINANCIAL SERVICES

    Securities

    RULE NOS.:RULE TITLES:

    69W-600.001Application for Registration as a Dealer, Issuer/Dealer, or Investment Adviser

    69W-600.002Application for Registration as Associated Person

    69W-600.004Registration of Issuer/Dealers, Principals and Branch Offices

    69W-600.006Fingerprint Requirements

    69W-600.007 Changes in Name and Successor Registration Requirements

    69W-600.008Termination of Registration as Dealer, Investment Adviser, Branch Office, Principal or Agent

    69W-600.009Registration Renewals

    69W-600.0091Central Registration Depository System

    69W-600.0092Investment Adviser Registration Depository for Federal Covered Advisers

    69W-600.0093Investment Adviser Registration Depository for Investment Advisers

    69W-600.014Books and Records Requirements

    PURPOSE AND EFFECT: The proposed rule amendments amend 11 rules regarding the registration of dealers, investment advisers, and associated persons, generally to reflect statutory changes as a result of Chapters 2013-201 and 2013-202, Laws of Florida.

    SUMMARY: Chapter 2013-201, Laws of Florida, changes requirements for applicant fingerprinting from the current paper card-based system to an electronic live-scan system, and Chapter 2013-202, Laws of Florida, changes requirements for certain branch offices conducting securities transactions to notice-file with the Office of Financial Regulation (Office) rather than apply for registration. 69W-600.001 and 600.002 are proposed for amendment to update fingerprinting requirements to conform with Ch. 2013-201, Laws of Florida, and update abbreviations and acronyms in the rule. 69W-600.004 is proposed for amendment to 1) update with branch office notice filing changes to conform with Ch. 2013-202, Laws of Florida, 2) clarify that a dealer or investment adviser must be registered with the Office of Financial Regulation before its branch offices may notice file, 3) clarify that a branch office's principal must have the required qualifications to supervise such an office, 4) rename "resident agent" to "resident person-in-charge," and 5) update abbreviations and acronyms in the rule. 69W-600.006 is proposed for amendment to 1) update fingerprinting requirements to conform with Ch. 2013-201, Laws of Florida, 2) waive the requirement to submit fingerprints to the Office for owners and principals of dealers or investment advisers whose fingerprints have been processed by the Financial Industry Regulatory Authority (FINRA), and 3) update abbreviations and acronyms in the rule. 69W-600.007, 600.008, 600.009, and 600.0091 are proposed for amendment to update with branch office notice filing changes and update abbreviations and acronyms in the rule. 69W-600.0092 is proposed for amendment to update abbreviations and acronyms in the rule. 69W-600.0093 is proposed for amendment to 1) update with branch office notice filing changes to conform with Ch. 2013-202, 2) clarify that an investment adviser must be registered with the Office of Financial Regulation before its branch offices may notice file, and 3) update abbreviations and acronyms in the rule. 69W-600.014 is proposed for amendment to update with branch office notice filing changes to conform with Ch. 2013-202, Laws of Florida.

    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: 1) No requirement for a SERC was triggered under Section 120.541(1); and 2) The amendments will not exceed any one of the economic analysis criteria in a SERC, as set forth in Section 120.541(2)(a), F.S.

    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: 215.405, 517.03, 517.12, 517.121, 517.1201, 517.1215 FS.

    LAW IMPLEMENTED: 517.12, 517.1201, 517.1202, 517.1205, 517.121, 517.1215, 517.161, 943.053 FS.

    IF REQUESTED WITHIN 21 DAYS OF THE DATE OF THIS NOTICE, A HEARING WILL BE SCHEDULED AND ANNOUNCED IN THE FAR.

    THE PERSON TO BE CONTACTED REGARDING THE PROPOSED RULE IS: John Kim, (850)410-9781, john.kim@flofr.com

     

    THE FULL TEXT OF THE PROPOSED RULE IS:

     

    69W-600.001 Application for Registration as a Dealer, Issuer/Dealer, or Investment Adviser.

    (1)(a) Applications for initial and renewal registration of dealers, issuer/dealers, and investment advisers shall be filed as prescribed by the Financial Services Commission (Commission) in Rule 69W-301.002, F.A.C., and shall include all information required by such forms, any other information the Financial Services Commission or Office of Financial Regulation (Office) may require, and payment of the statutory fees required by Sections 517.12(10) and 517.131, F.S.

    (b) A complete application must include the following exhibits or forms that are appropriate for the type of registration requested:

    1. For registration as a dealer or issuer/dealer, a Uniform Application for Broker-Dealer Registration (Form BD) Uniform Application for Broker-Dealer Registration, Form BD, which is incorporated by reference in subsection 69W-301.002(7), F.A.C. For registration as an investment adviser, a Uniform Application for Investment Adviser Registration (Form ADV) Uniform Application for Investment Adviser Registration, Form ADV, which is incorporated by reference in subsection 69W-301.002(7), F.A.C.;

    2. No change.

    3. A Uniform Application for Securities Industry Registration or Transfer (Form U-4) Uniform Application for Securities Industry Registration or Transfer, Form U-4, which is incorporated by reference in subsection 69W-301.002(7), F.A.C., to register at least one principal as set forth in Rule 69W-600.002, F.A.C. In conjunction with filing its Form BD or Form ADV with the Office of Financial Regulation, the dealer, issuer/dealer, or investment adviser shall provide the Office of Financial Regulation written notification of the principal’s name, Central Registration Depository (CRD) CRD number, and social security number;

    4. No change;

    5. Proof of effective registration for dealers with the Securities and Exchange Commission (SEC). Where required by Section 517.12(16), F.S., applicants for registration as a dealer shall also provide the Office of Financial Regulation with proof of insurance coverage by the Securities Investor Protection Corporation. Evidence of current membership as a dealer with the Financial Industry Regulatory Authority (FINRA) FINRA shall satisfy this requirement;

    6. Any direct or indirect owner or control person required to be reported on Form BD, Uniform Application for Broker-Dealer Registration, or Form ADV, Uniform Application for Investment Adviser Registration, 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 submit to the Office fingerprint cards in accordance with subsection 69W-600.006(3), F.A.C.

    7. No change;

    8. When specifically requested by the Office of Financial Regulation, affirmative responses to questions regarding disciplinary action must be accompanied by full documentation. The Office of Financial Regulation may require such documentation to be certified by its issuer based upon the Office’s Office of Financial Regulation’s review of the nature and substance of the disciplinary history and experience of the applicant and any officer, director, or ultimate owner in the case of a corporation or association, and any partner, co-partner, or member of the partnership in the case of a partnership. For purposes of this rule, “certified” means that there must be an original a certification or attestation by the issuer of the record that the document is was a true copy of a record contained in its his office and its his seal, if any; and

    9. When specifically requested by the Office of Financial Regulation, a copy of the articles of incorporation and amendments thereto, if a partnership, a copy of the partnership agreement, or if a limited liability company, a copy of the articles of organization.

    (2) If the information contained in any application for registration as a dealer or investment adviser or in any amendment thereto, becomes inaccurate for any reason, the dealer or investment adviser shall file an amendment on the Form BD or the Form ADV, respectively, correcting such information within 30 days. For applicants and registrants that are members of the FINRA, each such amendment, including those required by Rule 69W-600.007, F.A.C., shall be filed with the Office of Financial Regulation through the CRD system. For investment adviser applicants and registrants who file via the Investment Adviser Registration Depository (IARD) IARD, each such amendment, including those required by Rule 69W-600.007, F.A.C., shall may be filed with the Office of Financial Regulation through the IARD system in accordance with Rule 69W-600.0093, F.A.C. All other applicants and registrants shall file such amendments, including those required by Rule 69W-600.007, F.A.C., directly with the Office of Financial Regulation electronically through the Regulatory Enforcement and Licensing System.

    (3) No change.

    Rulemaking Authority 517.03(1), 517.12(6) FS. Law Implemented 517.12(6), (7), 517.1205 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,________.

     

    69W-600.002 Application for Registration as Associated Person.

    (1)(a) Applications for initial, reaffiliation, and renewal registrations of a principal or associated person shall be filed on the Uniform Application for Securities Industry Registration or Transfer (Form U-4) Form U-4, Uniform Application for Securities Industry Registration or Transfer, which is incorporated by reference in subsection 69W-301.002(7), F.A.C., and 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 Such forms and fees shall be filed electronically in accordance with Rule 69W-301.002, F.A.C.

    (b) A complete initial application must include the following exhibits or forms that are appropriate for the type of registration requested:

    1. Form U-4. As used on the Form U-4, the term “Office of Employment Address” shall mean the location where the person seeking registration will regularly conduct business on behalf of the dealer or investment adviser. Form U-4, Uniform Application for Securities Industry Registration or Transfer, is incorporated by reference in subsection 69W-301.002(7), F.A.C.

    2. No change.

    3. When specifically requested by the Office of Financial Regulation, full documentation and details pertaining to affirmative responses. The Office of Financial Regulation may require such documentation to be certified by its issuer based upon the Office’s of Financial Regulation’s review of the nature and substance of this disciplinary history and experience of the applicant. For purposes of this rule, “certified” means that there must be an original certification or attestation by the issuer of the record that the document is was a true copy of a record contained in its his office and its his seal, if any.

    4. No change.

    5. Fingerprints shall be submitted in accordance with A complete Florida Fingerprint Card (FL921250Z) when required under Section 517.12(7), F.S., and Rule 69W-600.006, F.A.C., provided by the Office of Financial Regulation and taken by an authorized law enforcement agency and accompanied by a non-refundable $40.50 processing fee. Form FL921250Z, Florida Fingerprint Card, is incorporated by reference in subsection 69W-301.002(7), F.A.C.

    (c) If the information contained in any Form U-4 becomes inaccurate for any reason before or after the associated person becomes registered, the associated person through the dealer or investment adviser, as applicable, 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 U-4, the associated person through the dealer or investment adviser shall also provide the Office of Financial Regulation with notice and copies of each civil, criminal or administrative action initiated against the associated person as provided in Rule 69W-600.010, F.A.C. For associated persons who have filed by using the Central Registration Depository (CRD) CRD of the Financial Industry Regulatory Authority FINRA, such amendments shall be made through the CRD system. All other applicants and registrants shall file such amendments electronically with the Office of Financial Regulation through the Regulatory Enforcement and Licensing System. Form U-4, Uniform Application for Securities Industry Registration or Transfer, is incorporated by reference in subsection 69W-301.002(7), F.A.C.

    (2) No change.

    Rulemaking Authority 215.405, 517.03(1), 517.12(6) FS. Law Implemented 517.12(6), (7), (10), 517.1205, 943.053 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,________.

     

    69W-600.004 Registration of Issuer/Dealers, and Principals and Notice-Filing of Branch Offices.

    (1) 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 69W-600.001(1), Rule 69W-400.002 or 69W-500.011, F.A.C., as appropriate, provided that:

    (a) No change.

    (b) Said issuer/dealer may register up to five (5) associated persons, which persons will be exempted from the examination requirements of subsection 69W-600.005(2), F.A.C., 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 Financial Regulation (Office) of its his intention to register no more than five (5) associated persons. Failure to so advise the Office of Financial Regulation will require all associated person applicants to fulfill the examination requirements of subsection 69W-600.005(2), F.A.C. Registration of more than five (5) such associated persons, at any one time, will void this exemption, and all such associated persons will be required to meet the examination requirements of subsection 69W-600.005(2), F.A.C.

    (2) Every applicant for registration and registrant under Section 517.12, F.S., as a dealer or investment adviser (as those terms are defined under Section 517.021, F.S.), unless effectively registered with the Office of Financial Regulation 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.

    (a) No change.

    (b) Any applicant or registrant as dealer or investment adviser 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 Rule 69W-600.005, F.A.C., and the appropriate fees as specified in Section 517.12(10), F.S. Florida Statutes, have been paid.

    (3)(a) Every Florida branch office of a registered Florida dealer or investment adviser registered in Florida shall be notice-filed registered with the Office of Financial Regulation prior to engaging in business therefrom. A broker dealer or investment adviser must be registered with the Office before its branch offices may notice-file. The notice-filing Such registration shall consist of a form an application filed with the Office of Financial Regulation on the forms prescribed by the Office of Financial Regulation and payment of the statutory fees required by Section 517.1202(2) 517.12(10), F.S. Such forms and fees shall be filed electronically in accordance with Rule 69W-301.002, F.A.C. Such office may or may not be designated as an Office of Supervisory Jurisdiction (OSJ) at the discretion of the registrant. For A manager for each branch office designated as an OSJ, a branch office manager shall be designated as a principal and registered with the Office of Financial Regulation as a principal. The designated principal shall have passed the appropriate 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. For such offices not designated as an OSJ, the branch office manager need not be located at the office(s) for which he is delegated supervisory responsibility; however, in such cases, the registrant must specify in writing to the Office of Financial Regulation, the names of the associated persons designated as resident person(s)-in-charge agent in charge as well as the branch office manager.

    (b) A complete notice-filing application must include the following exhibits or forms that are appropriate for the type of registration requested:

    1. Uniform Branch Office Registration Form (Form BR) Form BR, which is incorporated by reference under subsection 69W-301.002(7), F.A.C.

    2. Statutory fee in the amount required by Section 517.1202(2) 517.12(10), F.S.

    3. Manager(s) Manager and resident person(s)-in-charge, agent as appropriate, in this rule must be registered as set forth in Rule 69W-600.002, F.A.C.

    (c) If the information contained in the Form BR any branch office registration form becomes inaccurate or incomplete for any reason before or after the branch office notice-files becomes registered, including changing the location of the branch office or the supervisory personnel thereof, the dealer or investment adviser shall amend the information by filing a complete and originally executed Form BR, with the Office of Financial Regulation within thirty (30) days of the change and denoting thereon that the information reported is an amendment to a previous filing. For any dealer that is a member of the Financial Industry Regulatory Authority (FINRA) FINRA, or any investment adviser, the Form BR shall be filed with the Office of Financial Regulation through the Central Registration Depository of FINRA CRD, as set forth in Rules 69W-301.002, 69W-600.0091 and 69W-600.0093, F.A.C. Issuer/dealers and dealers that are not members of FINRA shall may amend the branch office registration information by filing the submitting a Form BR electronically directly with the Office of Financial Regulation electronically through the Regulatory Enforcement and Licensing System, in accordance with Rule 69W-301.002, F.A.C. Form BR, Uniform Branch Office Registration Form, is incorporated by reference in subsection 69W-301.002(7), F.A.C. Failure to file amendments any amendment or written notification, as provided herein, shall be considered a violation of Section 517.1202(6) 517.12(13), F.S.

    (d) It is prohibited for any branch office or associated person to conduct a securities or investment advisory business in this state under any name other than that of the dealer or investment adviser with which the branch office is notice-filed or associated person is registered unless each of the following conditions is met:

    1. and 2. No change.

    3. The dealer or investment adviser with which the branch office is notice-filed or associated person is registered has received written notice of the name under which business will be conducted.

    Rulemaking Authority 517.03(1), 517.12(6), 517.1202 FS. Law Implemented 517.12(5), (6), (10), 517.1202 FS. History–New 12-5-79, Amended 9-20-82, Formerly 3E-600.04, Amended 10-14-90, 6-16-92, 1-11-93, 11-7-93, 11-14-93, 12-29-96, 10-20-97, 6-10-99, 8-19-99, 5-27-01, 7-31-02, Formerly 3E-600.004, Amended 3-16-06, 5-15-07, 11-22-10, 10-29-12,________.

     

    69W-600.006 Fingerprint Requirements.

    (1) Fingerprints filed in accordance with Section 517.12(7), F.S., shall be submitted to the Office of Financial Regulation (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. on fingerprint cards supplied by the Office of Financial Regulation taken by an authorized law enforcement agency, and accompanied by a non-refundable $40.50 processing fee. Form FL921250Z, Florida Fingerprint Card, is incorporated by reference in subsection 69W-301.002(7), F.A.C.

    (2) The requirement to submit fingerprints file a fingerprint card and fee with the Office of Financial Regulation is waived for those associated persons pending registration in Florida with a Financial Industry Regulatory Authority (FINRA) member firm and such fingerprints have fingerprint card has been submitted and processed by FINRA on behalf of the member firm with which said associated person is pending registration, pursuant to the provisions of SEC Rule 17f-2 (17 C.F.R. § 240.17f-2 (2010)).

    (3) Notwithstanding any exemptions found in SEC Rule 17f-2 (17 C.F.R. § 240.17f-2 (2010)), any direct owner, principal, or indirect owner that is required to be reported on Form BD, Uniform Application for Broker-Dealer Registration, or Form ADV, Uniform Application for Investment Adviser Registration, 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 owner, principal, or indirect owner shall submit fingerprints to the Office through a live scan vendor approved by FDLE and published on FDLE’s website for submission to FDLE and the FBI for a state criminal background check and a federal criminal background check fingerprint cards supplied by the Office of Financial Regulation taken by an authorized law enforcement agency, and accompanied by a non-refundable $40.50 processing fee. The cost of fingerprint processing shall be borne by the applicant and paid directly to the live scan vendor. Such fingerprint card and fee shall be filed directly with the Office until such time as FINRA has the capability to electronically display the fingerprint card results to Florida via the CRD system. Form FL921250Z (Florida Fingerprint Card), Form BD, and Form ADV are incorporated by reference in subsection 69W-301.002(7), F.A.C.

    (4) The requirement to submit fingerprints is waived for any direct owner, principal, or indirect owner that is required to be reported on Form BD, Uniform Application for Broker-Dealer Registration, or Form ADV, Uniform Application for Investment Adviser Registration, pursuant to Section 517.12(7), F.S., if fingerprints have been submitted and processed by FINRA on behalf of the member firm with which the owner or principal is affiliated, pursuant to the provisions of SEC Rule 17f-2 (17 C.F.R. § 240.17f-2 (2010)).

    (5)(4) The federal regulations referenced in this rule are hereby incorporated by reference and may be obtained by mail from the Florida Office of Financial Regulation, Division of Securities, 200 E. Gaines Street, Tallahassee, Florida 32399. Copies of the Code of Federal Regulation are also available online through the U.S. Government Printing Office via GPO Access: http://www.gpoaccess.gov/cfr/index.html.

    Rulemaking Authority 215.405, 517.03 FS. Law Implemented 517.12(7), 943.053 FS. History–New 12-5-79, Amended 9-20-82, Formerly 3E-600.06, Amended 8-1-91, Formerly 3E-600.006, Amended 5-15-07, 12-24-07, 12-25-08, 11-22-10, 5-29-12,_________.

     

    69W-600.007 Changes in Name and Successor Registration Requirements.

    (1) Where only a change in the name of an applicant or registrant as dealer, investment adviser or associated person occurs, notices of such fact shall be filed as an amendment on the forms prescribed by the Office of Financial Regulation (Office) within thirty (30) calendar days of the date of such change. For registrants who are a members of the Financial Industry Regulatory Authority (FINRA), such amendment shall be filed with the Office of Financial Regulation through the Central Registration Depository of FINRA (CRD) CRD System pursuant to subsection 69W-600.001(2), F.A.C. Any amendments to organizational documents or accompanying letters of explanation shall be promptly submitted directly to the Office of Financial Regulation when specifically requested by the Office of Financial Regulation.

    (2) Where there is a change in legal entity of a proprietary, partnership, or corporate registrant, the successor entity shall file with the Office of Financial Regulation an amendment to the Form BD, Uniform Application for Broker-Dealer Registration (Form BD), which is incorporated by reference in subsection 69W-301.002(7), F.A.C. or the Form ADV, Uniform Application for Investment Adviser Registration (Form ADV), which is incorporated by reference in subsection 69W-301.002(7), F.A.C., within thirty (30) calendar days of the date of such change. For registrants who are a members of the FINRA, such amendment shall be filed with the Office of Financial Regulation through the CRD System pursuant to subsection 69W-600.001(2), F.A.C. Any amendments to organizational documents, accompanying letters of explanation, or current financial statements of the successor shall be promptly submitted directly to the Office of Financial Regulation when specifically requested by the Office of Financial Regulation.

    (3) Merger Situations: Where there is a merger of dealer or investment adviser registrants involving (a) the assumption by the successor of substantially all assets and liabilities of the merged entities, and (b) the continuation of the activities of the merged entities successor entity, the merging entities shall file notification with the Office of Financial Regulation 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, which is incorporated by reference in subsection 69W-301.002(7), F.A.C., or Form ADV, which is incorporated by reference in subsection 69W-301.002(7), F.A.C., denoting such changes as are applicable within thirty (30) calendar days of date of such change. For registrants who are members a member of the FINRA, each such amendment shall be filed with the Office of Financial Regulation through the CRD System pursuant to subsection 69W-600.001(2), F.A.C. 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 promptly provided directly to the Office of Financial Regulation when specifically requested by the Office of Financial Regulation.

    (4) Change of Control:

    (a) 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 of Financial Regulation, 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 of Financial Regulation an amendment to Form BD, which is incorporated by reference in subsection 69W-301.002(7), F.A.C., or Form ADV, which is incorporated by reference in subsection 69W-301.002(7), 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 promptly filed directly with the Office of Financial Regulation when specifically requested by the Office of Financial Regulation.

    (b) 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 of Financial Regulation, the resulting entity shall, prior to such acquisition, file with the Office of Financial Regulation a new application for registration on the forms prescribed by the Office of Financial Regulation, together with all required exhibits and fees. Additionally, there shall be filed with the Office of Financial Regulation, 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 of Financial Regulation, effective upon disposition of the new application by the Office of Financial Regulation. The Office of Financial Regulation may waive the requirements of this subsection where the Office of Financial Regulation 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 paragraph (a).

    (c) No change.

    (5) No change.

    (6) For the purposes of subsections (1), (2), and (3), and paragraph (4)(a) of this rule, the effective registration of all associated persons and branch office notice-filings offices affiliated with the affected dealer or investment adviser registrant will be transferred to the successor entity by the Office of Financial Regulation 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 Rule 69W-600.008, F.A.C.

    Rulemaking Authority 517.03(1), 517.12(13) FS. Law Implemented 517.12(13) FS. History–New 12-5-79, Amended 9-20-82, Formerly 3E-600.07(4), Amended 10-15-86, 12-8-87, 8-1-91, 6-16-92, 1-11-93, 6-22-98, 8-9-98, 6-10-99, 5-10-00, 7-31-02, Formerly 3E-600.007, Amended 3-16-06, 11-22-10,_________.

    C.f. See Rule 69W-301.002(7) for forms referenced herein which have been previously adopted by the Office of Financial Regulation.

     

    69W-600.008 Termination of Registration as Dealer, Investment Adviser, Branch Office, Principal or Agent, or Notification of Branch Office.

    (1) Where a registrant withdraws, cancels, or otherwise terminates registration or notification, or is terminated for any reason, notice of such fact shall be filed with the Office of Financial Regulation (Office) on the forms prescribed by the Financial Services Commission, in accordance with subsection 69W-301.002(7), F.A.C., within thirty (30) calendar days of the date of termination. Such forms shall be filed electronically in accordance with Rules 69W-301.002, 69W-600.0091, 69W-600.0092 and 69W-600.0093, F.A.C.

    (2) Any dealer which is a member of the Financial Industry Regulatory Authority (FINRA) or any associated person or branch office of a member firm shall file any withdrawals, cancellations, or terminations of registrations or notifications with the Office of Financial Regulation through the Central Registration Depository (CRD) of FINRA (“CRD”) of the FINRA.

    (3) Any investment adviser shall file any withdrawals, cancellations, or terminations of registration with the Office of Financial Regulation through the Investment Adviser Registration Depository (IARD) of FINRA (“IARD”) of the FINRA. Any associated person or branch office of an investment adviser shall file any withdrawals, cancellations, or terminations of registrations or notifications with the Office of Financial Regulation through the CRD Central Registration Depository of the FINRA.

    (4) The Office of Financial Regulation may deny any request to terminate or withdraw any application or registration as provided under Section 517.161(5), F.S.

    (5) No change.

    (6) The forms to be utilized for providing notice to the Office of Financial Regulation under subsections (1), (2) and (3) above, and which are incorporated by reference in subsection 69W-301.002(7), F.A.C., are:

    (a) through (d) No change.

    Rulemaking Authority 517.03(1) FS. Law Implemented 517.12(12)(b), 517.161(5) FS. History–New 12-5-79, Amended 9-20-82, Formerly 3E-600.08, Amended 7-29-90, 8-1-91, 6-16-92, 1-11-93, 6-22-98, 6-10-99, 5-10-00, 5-27-01, Formerly 3E-600.008, Amended 3-16-06, 11-22-10, 10-29-12,__________.

     

    69W-600.009 Registration and Notice-Filing Renewals.

    (1) Every dealer, investment adviser, and federal covered adviser, registered or notice-filed with the Office of Financial Regulation (Office) shall annually verify all registrations of associated persons and branch office notice-filings prior to December 31. Every dealer and investment adviser, including issuer/dealers registered pursuant to Section 517.12, F.S., desiring to renew their registration shall annually verify with the Office of Financial Regulation prior to the date of expiration of registration, registration with the Office of Financial Regulation of the dealer or investment adviser, all associated persons of the dealer or investment adviser and all branch offices of the dealer or investment adviser in Florida, which the Office of Financial Regulation shows as being currently registered with such dealer or investment adviser subject to renewal, and which the dealer or investment adviser seeks to renew.

    (2) In addition to verifying registration or notice-filings with the Office of Financial Regulation as provided in subsection (1), to renew its registration and the registrations and that of its branch offices and associated persons and branch office notice-filings, each dealer or investment adviser shall pay all renewal fees as required by Section 517.12(11) and 517.1202(3), F.S.

    (a) Renewal fees for Financial Industry Regulatory Authority (FINRA) FINRA member firms, associated persons of FINRA member firms, and branch offices of FINRA member firms, shall be submitted through the Central Registration Depository of FINRA (CRD) CRD by December 31 of the year the registration or notice-filing expires.

    (b) Renewal fees for investment advisers and federal covered advisers shall be submitted through the Investment Adviser Registration Depository of FINRA (IARD) IARD by December 31 of the year the registration or notice-filing expires. Renewal fees for associated persons of investment advisers and federal covered advisers, and branch offices of investment advisers, shall be submitted through the CRD by December 31 of the year the registration or notice-filing expires.

    (c) Renewal fees for non-FINRA member firms, associated persons of non-FINRA member firms and all branch offices of non-FINRA member firms shall be filed electronically on the Office’s website at www.flofr.com through the Regulatory Enforcement and Licensing (REAL) System of the OFR and shall be deemed received on the date the Office issues a confirmation of submission and payment to the applicant via the Office’s website. A confirmation of submission is issued by the Office upon successful filing of a renewal and payment of all fees. All renewal fees must be received by the Office of Financial Regulation by December 31 of the year the registration or notice-filing expires.

    (3) For FINRA members, federal covered advisers and investment advisers, failure to submit the requisite amount of fees as provided for in subsection (2) of this rule by December 31 of the year of expiration of the registration or notice-filing shall result in such 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 will 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 will 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 Section 517.12(10), F.S., and shall not be returnable.

    (4) For issuer/dealers, Canadian dealers, and dealers that are not members of FINRA, failure to submit the requisite amount of fees as provided for in subsection (2) of this rule by December 31 of the year of expiration of the registration or notice-filing shall result in such 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 will 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 www.flofr.com through the REAL Regulatory Enforcement and Licensing (REAL) System of the OFR 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 will 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 Section 517.12(10), F.S., and shall not be returnable.

    Rulemaking Authority 517.03(1), 517.12(6), (15), 517.1202 FS. Law Implemented 517.12(6), (10), (11), (15), 517.1202 FS. History–New 12-5-79, Amended 9-20-82, 8-29-83, Formerly 3E-600.09, Amended 1-7-88, 6-16-92, 11-14-93, 2-5-01, 5-27-01, Formerly 3E-600.009, Amended 5-15-07, 11-22-10,__________.

     

    69W-600.0091 Central Registration Depository System.

    (1) All Financial Industry Regulatory Authority (FINRA) FINRA member dealers requesting initial registration, amendment or termination of registration in this state shall file the Uniform Application for Broker-Dealer Registration, appropriate Form BD, or Uniform Request for Broker-Dealer Withdrawal, Form BDW, which are incorporated by reference in subsection 69W-301.002(7), F.A.C., and the assessment fee required by Section 517.12(10) or (11), F.S., with the Central Registration Depository System of FINRA (CRD) (“CRD”) of the FINRA. However, responses to requests by the Office of Financial Regulation (Office) for additional information shall be filed directly with the Office of Financial Regulation. Any application for registration as a dealer filed with the Office of Financial Regulation through the CRD shall be deemed received by the Office of Financial Regulation upon receipt of the Form BD and the application fee. The application fee shall be deemed received by the Office of Financial Regulation on the “payment date” reflected on the CRD “disbursement detail” report.

    (2) All FINRA member dealers registered in this state requesting initial notice-filing registration, amendment, or termination of a branch office of such member dealer shall file the Uniform Branch Office Registration Form, appropriate Form BR, and the filing application fee required by Section 517.1202(2) 517.12(10) or (11), F.S., through with the CRD. However, responses to requests by the Office of Financial Regulation for additional information shall be filed directly with the Office of Financial Regulation. Any notice-filing application for registration as a branch office of a Florida registered dealer filed with the Office of Financial Regulation through the CRD shall be deemed received by the Office of Financial Regulation upon receipt of the Form BR and the filing application fee. The filing application fee shall be deemed received by the Office of Financial Regulation on the “payment date” reflected on the CRD “disbursement detail” report.

    (3) All FINRA member dealers registered in this state requesting initial registration, amendment, reaffiliation or termination of an associated person of such member dealer shall file the Uniform Application for Securities Industry Registration or Transfer, Form U-4, or Uniform Termination Notice for Securities Industry Registration, Form U-5, which are incorporated by reference in subsection 69W-301.002(7), F.A.C., and the assessment fee required by Section 517.12(10) or (11), F.S., with the CRD of the FINRA. However, responses to requests by the Office of Financial Regulation for additional information shall be filed directly with the Office of Financial Regulation. Any application for registration as an associated person of an FINRA member dealer filed with the Office of Financial Regulation through the CRD shall be deemed received by the Office of Financial Regulation 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.

    Rulemaking Authority 517.03, 517.12(15), 517.1202 FS. Law Implemented 517.12(10), (11), (15), 517.1202 FS. History–New 8-29-83, Formerly 3E-600.091, Amended 8-1-91, 6-16-92, 4-30-96, 9-19-00, Formerly 3E-600.0091, Amended 5-15-07, 11-22-10,___________.

     

    69W-600.0092 Investment Adviser Registration Depository for Federal Covered Advisers.

    (1) All federal covered advisers making, amending, or terminating a notice filing in this state shall file the Uniform Application for Investment Adviser Registration (Form ADV) Form ADV, Part 1 I, or Notice of Withdrawal from Registration as Investment Adviser (Form ADV-W) Form ADV-W and the assessment fee required by Section 517.1201(1) or (2), F.S., with the Investment Adviser Registration Depository (IARD) of the Financial Industry Regulatory Authority (FINRA) FINRA in accordance with subsection 69W-301.002(2), F.A.C. When requested by the Office of Financial Regulation (Office), Form ADV, Part 2, and all responses to requests by the Office of Financial Regulation for additional information shall be filed directly with the Office of Financial Regulation. Any notice filing made by a federal covered adviser with the Office of Financial Regulation through the IARD shall be deemed received by the Office of Financial Regulation upon receipt of the Form ADV and the filing fee. The filing fee shall be deemed received by the Office of Financial Regulation on the “payment date” reflected on the Central Registration Depository of FINRA(CRD) CRD “disbursement detail” report. Forms ADV and ADV-W are incorporated by reference in subsection 69W-301.002(7), F.A.C.

    (2) All federal covered advisers who notice file in this state and who request initial registration, amendment, reaffiliation or termination of an associated person of the such federal covered adviser shall file the Uniform Application for Securities Industry Registration or Transfer (Form U-4) Form U-4 or Uniform Termination Notice for Securities Industry Registration (Form U-5) Form U-5, and the assessment fee required by Section 517.12(10) or (11), F.S., with the CRD of the FINRA in accordance with subsection 69W-301.002(2), F.A.C. However, responses to requests by the Office of Financial Regulation for additional information shall be filed directly with the Office of Financial Regulation. Forms U-4 and U-5 are incorporated by reference in subsection 69W-301.002(7), F.A.C.

    Rulemaking Authority 517.03, 517.12(6), (15), 517.1201 FS. Law Implemented 517.1201 FS. History–New 7-31-02, Formerly 3E-600.0092, Amended 3-16-06, 5-15-07, 11-22-10,_________.

     

    69W-600.0093 Investment Adviser Registration Depository for Investment Advisers.

    (1) All investment advisers requesting initial registration, amendment, or termination of registration in this state shall file the Uniform Application for Investment Adviser Registration (Form ADV) Form ADV, Part 1 and 2, or Notice of Withdrawal from Registration as Investment Adviser (Form ADV-W) ADV-W and the assessment fee required by Section 517.12(10) or (11), F.S., with the Investment Adviser Registration Depository (IARD) of the Financial Industry Regulatory Authority (FINRA) FINRA in accordance with subsection 69W-301.002(2), F.A.C. All responses to requests by the Office of Financial Regulation (Office) for additional information shall be filed directly with the Office of Financial Regulation. Applications for registration as an investment adviser filed with the Office of Financial Regulation through the IARD shall be deemed received by the Office of Financial Regulation upon receipt of the Form ADV and the filing fee. The filing fee shall be deemed received by the Office of Financial Regulation on the “payment date” reflected on the CRD “disbursement detail” report. Forms ADV and ADV-W are incorporated by reference in subsection 69W-301.002(7), F.A.C.

    (2) All investment advisers registered in this state through the IARD requesting initial notice-filing registration, amendment, or termination of a branch of such investment adviser shall file the Uniform Branch Office Registration Form (Form BR) Form BR and the assessment fee required by Section 517.1202(2) 517.12(10) or (11), F.S., with the Central Registration Depository System of FINRA (CRD) CRD of the FINRA in accordance with subsection 69W-301.002(2), F.A.C. However, all responses to requests by the Office of Financial Regulation for additional information shall be filed directly with the Office of Financial Regulation. Any notice-filing for Applications for registration as a branch office of a Florida registered investment adviser filed with the Office of Financial Regulation through the CRD shall be deemed received by the Office of Financial Regulation upon receipt of the Form BR and the application fee. The application fee shall be deemed received by the Office of Financial Regulation on the “payment date” reflected on the CRD “disbursement detail” report. An investment adviser must be registered with the Office before its branch office may notice-file. Form BR is incorporated by reference in subsection 69W-301.002(7), F.A.C.

    (3) All investment advisers registered in this state through the IARD requesting initial registration, amendment, reaffiliation or termination of an associated person of such investment adviser may file the Uniform Application for Securities Industry Registration or Transfer (Form U-4) Form U-4 or Uniform Termination Notice for Securities Industry Registration (Form U-5) Form U-5 and the assessment fee required by Section 517.12(10) or (11), F.S., with the CRD of the FINRA in accordance with subsection 69W-301.002(2), F.A.C. However, all responses to requests by the Office of Financial Regulation for additional information shall be filed directly with the Office of Financial Regulation. Forms U-4 and U-5 are incorporated by reference in subsection 69W-301.002(7), F.A.C.

    Rulemaking Authority 517.03, 517.12(6), (15), 517.1202 FS. Law Implemented 517.12(10), (11), (15), 517.1202 FS. History–New 7-31-02, Formerly 3E-600.0093, Amended 3-16-06, 5-15-07, 11-22-10,_________.

     

    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 registered branch office notice-filed in this state shall be exempt from the provisions of this rule.

    (1)    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,_________.

     

    NAME OF PERSON ORIGINATING PROPOSED RULE: Alisa Goldberg, Bureau Chief of Registrations, Division of Securities

    NAME OF AGENCY HEAD WHO APPROVED THE PROPOSED RULE: Financial Services Commission
    DATE PROPOSED RULE APPROVED BY AGENCY HEAD: August 6, 2013

    DATE NOTICE OF PROPOSED RULE DEVELOPMENT PUBLISHED IN FAR: July 16, 2013