Application for Registration as a Dealer (FINRA), Application for Registration as a Dealer (Non-FINRA), Application for Registration as an Issuer/Dealer, Application for Registration as an Investment Adviser (State Registered), Application for ...

 

DEPARTMENT OF FINANCIAL SERVICES

Securities

RULE NO.:RULE TITLE:

69W-600.001Application for Registration as a Dealer (FINRA)

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-600.002Application for Registration as Associated Person (FINRA Dealer)

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)

NOTICE OF CHANGE

Notice is hereby given that the following changes have been made to the proposed rule in accordance with subparagraph 120.54(3)(d)1., F.S., published in Vol. 45 No. 157, August 13, 2019 issue of the Florida Administrative Register.

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 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 (7)(8) 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.

(3)(4) 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 (10)(11) and (11)(12) 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.

(4)(5) 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.

(5)(6) 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 (6)(7) of this rule, and the appropriate fees as specified in section 517.12(10), F.S., have been paid.

(6)(7) Examinations/Qualifications Requirements.

(a) through (b) No change.

(7)(8) Fingerprint Requirements.

(a) through (c) No change.

(8)(9) Renewal Requirement.

(a) No change.

(b) In addition to verifying registration or notice-filings as provided in paragraph (8)(9)(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 (8)(9)(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.

(9)(10) 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 (9)(10)(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 (9)(10)(a) are:

1. through 3. No change.

(10)(11) 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 (10)(11)(a).

(c) Such notifications shall be filed with the Office through the CRD of the FINRA in accordance with subsection (3)(4) 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.

(11)(12) 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 (3)(4) 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 (3)(4) 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  (3)(4) 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 (11)(12)(d)1.

3. No change.

(e) For the purposes of paragraphs (11)(12) (b) and (11)(12)(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 (11)(12)(a), (11)(12)(b), (11)(12)(c), and (11)(12)(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 (9)(10) 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-600.0012 Application for Registration as a Dealer (Non-FINRA).

(1) New Applications.

(a) No change.

(b) An application shall include the following:

1. 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 (7)(8) 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.

(3)(4) 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 (11)(12) 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.

(4)(5) 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.

(5)(6) 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 (6)(7) of this rule, and the appropriate fees as specified in section 517.12(10), F.S., have been paid.

(6)(7) Examinations/Qualifications Requirements.

(a) through (b) No change.

(7)(8) Fingerprint Requirements.

(a) through (c) No change.

(8)(9) Renewal Requirement.

(a) No change.

(b) In addition to verifying registration or notice-filings as provided in paragraph (8)(9)(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 (8)(9)(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.

(9)(10) 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 (9)(10)(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 (9)(10)(a), and which are hereby incorporated by reference are:

1. through 3. No change.

(10)(11) 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 (10)(11)(a).

(c) Such notifications shall be filed with the Office through the REAL System in accordance with subsection (3)(4) 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.

(11)(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 (11)(12)(d)1.

3. No change.

(e) For the purposes of paragraphs (11)(12)(b) and (11)(12)(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 (11)(12)(a), (11)(12)(b), (11)(12)(c), and (11)(12)(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 (9)(10) 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 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 (7)(8) 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 (5)(6), (6)(7), and (11)(12) of this rule. The form is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06081;

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.

(3)(4) 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.

(4)(5) 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.

(5)(6) 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 (11)(12) 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 (6)(7) and (7)(8) 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 (6)(7) 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 (6)(7) 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 (6)(7) 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 (6)(7) of this rule, and the appropriate fees as specified in section 517.12(10), F.S., have been paid.

(6)(7) Examinations/Qualifications Requirements.

(a) through (c) No change.

(7)(8) Fingerprint Requirements.

(a) through (b) No change.

(8)(9) Renewal Requirement.

(a) No change.

(b) In addition to verifying registration or notice-filings as provided in paragraph (8)(9)(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 (8)(9)(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.

(9)(10) 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 (9)(10)(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 (9)(10)(a) and (9)(10)(b) are:

1. through 3. No change.

(10)(11) 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 (10)(11)(a).

(c) Such notifications shall be filed with the Office through the REAL System in accordance with subsection (3)(4) 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.

(11)(12) 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. through 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 (7)(8) 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.

(3)(4) 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 (11)(12) 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.

(4)(5) 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.

(5)(6) 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 (6)(7) of this rule, and the appropriate fees as specified in section 517.12(10), F.S., have been paid.

(6)(7) Examinations/Qualifications Requirements.

(a) No change.

(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. Proof of passing, within two years of the date of application for registration, the The Uniform Investment Adviser Law Examination (Series 65); or

2. Proof of passing, within two years of the date of application for registration, the The General Securities Representative Examination (Series 7), and the Uniform Combined State Law Examination (Series 66), ; and

3. proof 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. 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. 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 (6)(7)(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 (6)(7)(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.

(7)(8) Fingerprint Requirements.

(a) through (c) No change.

(8)(9) Renewal Requirement.

(a) No change.

(b) In addition to verifying registration or notice-filings as provided in paragraph (8)(9)(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 (8)(9)(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.

(9)(10) 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 (9)(10)(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 (9)(10)(a) and (9)(10)(b) are:

1. Notice of Withdrawal from Registration as Investment Adviser (Form ADV-W) (7-17). A sample form is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-XXXXX.

2. Uniform Termination Notice for Securities Industry Registration (Form U5) (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.

(10)(11) 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) are hereby incorporated by reference and are available at http://www.flrules.org/Gateway/reference.asp?No=Ref-XXXXX.

(11)(12) 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 (11)(12)(a).

(c) Such notifications shall be filed with the Office through the IARD in accordance with subsection (3)(4) 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)(13) 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 (12)(13)(d)1.

3. No change.

(e) For the purposes of paragraphs (12)(13)(b) and (12)(13)(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 (12)(13)(a), (12)(13)(b), (12)(13)(c), and (12)(13)(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 (9)(10) of this rule.

Rulemaking Authority 517.03(1), 517.12 FS. Law Implemented 517.12 FS. History–New 12-29-15, Amended.

 

69W-600.002 Application for Registration as Associated Person (FINRA Dealer).

(1) New Applications.

(a) No change.

(b) An application shall include the following:

1. through 3. No change.

4. Evidence of examinations/qualifications set forth in subsection (6)(7) of this rule.

5. Fingerprints shall be submitted in accordance with section 517.12(7), F.S., and subsection (7)(8) 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.

(3)(4) Amendment of Application. If the information contained in any Form U4 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, 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 (10)(11) of this rule. Associated persons of FINRA member firms shall file such amendments through the CRD system.

(4)(5) 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.

(5)(6) Alternate Business Name.

(a) No change.

(6)(7) Examinations/Qualifications.

(a) through (b) No change.

(7)(8) Fingerprint Requirements.

(a) through (b) No change.

(8)(9) Renewal Requirement.

(a) through (c) No change.

(9)(10) Termination of Registration of Principal or Agent.

(a) through (b) No change.

(10)(11) 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 (10)(11)(a).

(c) Such notifications shall be filed with the Office through the CRD of the FINRA in accordance with subsection (3)(4) 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.

(11)(12) 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) through (d) No change.

(e) NYSE Chicago, Inc., Article 6, Rule 11 of NYSE Chicago, Inc., 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-600.0022 Application for Registration as Associated Person (Non-FINRA Dealer).

(1) New Applications.

(a) No change.

(b) An application shall include the following:

1. through 3. No change.

4. Evidence of examinations/qualifications set forth in subsection (6)(7) of this rule.

5. Fingerprints shall be submitted in accordance with section 517.12(7), F.S., and subsection (7)(8) 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.

(3)(4) Amendment of Application. If the information contained in any Form U4 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, 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 (10)(11) of this rule. Associated persons of non-FINRA firms shall file such amendments electronically with the Office through the REAL System.

(4)(5) 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.

(5)(6) Alternate Business Name.

(a) No change.

(6)(7) Examinations/Qualifications.

(a) through (b) No change.

(7)(8) 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.

(8)(9) Renewal Requirement.

(a) through (c) No change.

(9)(10) Termination of Registration of Principal or Agent.

(a) through (b) No change.

(10)(11) 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 (10)(11)(a).

(c) Such notifications shall be filed with the Office through the REAL System in accordance with subsection (3)(4) 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) No change.

(b) An application shall include the following:

1. through 3. No change.

4. Evidence of examinations/qualifications set forth in subsection (6)(7) of this rule.

5. Fingerprints shall be submitted in accordance with section 517.12(7), F.S., and subsection (7)(8) 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.

(3)(4) Amendment of Application. If the information contained in any Form U4 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, 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 (10)(11) of this rule. Associated persons of issuer/dealers shall file such amendments electronically with the Office through the REAL System.

(4)(5) 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.

(5)(6) 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 (6)(7) and (7)(8) 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 (6)(7) 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 (6)(7) 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)(8) of this rule.

(b) No change.

(c) Associated persons exempted from the examination requirements as provided by subparagraph (5)(6)(a)2., may not be registered with more than one (1) issuer/dealer at the same time.

(6)(7) Examinations/Qualifications.

(a) No change.

(b) Every applicant for initial registration as a principal or agent of a dealer shall evidence securities general knowledge by:

1. through 3. No change.

4. Having complied with the provisions of subparagraph (5)(6)(a)2. of this rule; or

5. No change.

(c) No change.

(7)(8) 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.

(8)(9) Renewal Requirement.

(a) through (c) No change.

(9)(10) Termination of Registration of Principal or Agent.

(a) through (b) No change.

(10)(11) 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 (10)(11)(a).

(c) Such notifications shall be filed with the Office through the REAL System in accordance with subsection (3)(4) 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) No change.

(b) An application shall include the following:

1. through 3. No change.

4. Evidence of examinations/qualifications set forth in subsection (6)(7) of this rule.

5. Fingerprints shall be submitted in accordance with section 517.12(7), F.S., and subsection (7)(8) 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.

(3)(4) Amendment of Application. If the information contained in any Form U4 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, 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 (10)(11) of this rule. Associated persons shall file such amendments through the CRD system.

(4)(5) Multiple Registration.

(a) through (b) No change.

(5)(6) Alternate Business Name.

(a) No change.

(6)(7) 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.

(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. Proof of passing, within two years of the date of application for registration, the The Uniform Investment Adviser Law Examination (Series 65); or

2. Proof of passing, within two years of the date of application for registration, the The General Securities Representative Examination (Series 7), and the Uniform Combined State Law Examination (Series 66), ; and proof of passing within 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. 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. 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 (6)(7)(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 (6)(7)(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.

(7)(8) Fingerprint Requirements.

(a) though (b) No change.

(8)(9) Renewal Requirement.

(a) through (c) No change.

(9)(10) Termination of Registration of Principal or Agent.

(a) through (b) No change.

(10)(11) 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 (10)(11)(a).

(c) Such notifications shall be filed with the Office through the CRD system of the FINRA in accordance with subsection (3)(4) 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,         .