Application for Registration as a Dealer (non-FINRA), Application for Registration as an Issuer/Dealer, Application for Registration as an Investment Adviser (State Registered), Notice-Filing for Federal Covered Advisers, Application for ...

 

DEPARTMENT OF FINANCIAL SERVICES

Securities

RULE NOS.:RULE TITLES:

69W-600.0012Application for Registration as a Dealer (non-FINRA)

69W-600.0013Application for Registration as an Issuer/Dealer

69W-600.0016Application for Registration as an Investment Adviser (State Registered)

69W-600.0017Notice-Filing for Federal Covered Advisers

69W-600.0022Application 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)

69W-600.0031 Notice-Filing of Branch Office (FINRA Dealer)

69W-600.0032Notice-Filing of Branch Office (Non-FINRA Dealer)

69W-600.0033Notice Filing of Branch Office (Issuer/Dealer)

69W-600.0034Notice-Filing of Branch Office (Investment Adviser)

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. 41 No. 135, July 14, 2015 issue of the Florida Administrative Register.

Following comment by the Joint Administrative Procedures Committee and the public, the following amendments are made to the rules:

 

69W-600.0012(1)(a):

(a) Applicants for initial registration of dealers that are not members of the Financial Industry Regulatory Authority (FINRA) shall file the Uniform Application for Broker-Dealer Registration (Form BD) electronically on the Office of Financial Regulation’s website at https://real.flofr.com through the Regulatory Enforcement and Licensing System (REAL) System as prescribed by the Financial Services Commission (Commission). The application shall include all information required by such form, any other information the Commission or Office may require, and payment of the statutory fees required by Sections 517.12(10) and 517.131, F.S. The application shall be deemed received on the date the Office issues a confirmation of submission and payment to the applicant via the Office’s website.  Every application or amendment filed pursuant to this rule shall constitute a “written application” within the meaning of Section 517.12(6), F.S.

 

69W-600.0012(3):

(3) Amendment of Application. If the information contained in any application for registration as a dealer or in any amendment thereto, becomes inaccurate for any reason, the dealer shall file an amendment on the Form BD, correcting such information within 30 days. An applicant may amend the application as to those factors generally within the control or selection of the applicant once, as a matter of course, at any time within 30 days from its receipt for filing.  Otherwise, the application may be amended only with prior permission from the Office.  Applicants and registrants shall file such amendments, including those required by paragraph subsection (11) of this rule, directly with the Office electronically through the REAL System.  If an amendment requires additional review by the Office, and the Office’s additional review cannot be completed before the 90-day time period of Section 120.60(1), F.S., the application shall be subject to Requests to make changes which are material to the application or to the Office’s evaluation of the application filed at any time after the application has been received may be deemed by the Office to be grounds for denial, and a new application, accompanied by the appropriate filing fee, may be required.

 

69W-600.0012(6)(b)1.:

1. Submitting to the Office proof of passing, within two years of the date of application for registration, an appropriate examination relating to the position to be filled administered by a national securities association or a national securities exchange registered with the SEC; or

 

69W-600.0012(11)(a):

(a) Where only a change in the name of an applicant or registrant as dealer or associated person 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 not members of the FINRA, such amendment shall be filed with the Office through the REAL System. Any amendments to organizational documents or accompanying letters of explanation shall be promptly submitted to the Office within 30 days when specifically requested by the Office pursuant to section 517.201, F.S.

 

69W-600.0012(11)(b):

(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 not members of FINRA, such amendment shall be filed with the Office through the REAL System. Any amendments to organizational documents, accompanying letters of explanation, or current financial statements of the successor shall be promptly submitted directly to the Office within 30 days when specifically requested by the Office pursuant to section 517.201, F.S.

 

69W-600.0012(11)(c):

(c) Merger Situations: Where there is a merger of dealer or investment adviser 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 not members of FINRA, each amendment shall be filed with the Office through the REAL System. 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 submitted directly to the Office within 30 days when specifically requested by the Office pursuant to section 517.201, F.S.

 

69W-600.0012(11)(d)1.:

1. Where a person or a group of persons directly or indirectly or acting by or through one or more persons, proposes to acquire a controlling interest in a dealer or investment adviser registrant, and where the acquirer is currently registered with the Office, or where the acquirer has not within the preceding 10 years committed any reportable act as defined in Rule 69W-200.001, F.A.C., the resulting entity shall file with the Office an amendment to Form BD F.A.C., denoting such changes as are applicable thirty (30) calendar days prior to the date of such acquisition. Any amended organizational documents, accompanying letters of explanation, or financial statements of the resulting entity shall be promptly submitted directly to the Office within 30 days when specifically requested by the Office.

 

69W-600.0013(1)(a):

(a) Applicants for initial registration of issuer/dealers shall file the Uniform Application for Broker-Dealer Registration (Form BD) electronically on the Office of Financial Regulation’s website at https://real.flofr.com through the Regulatory Enforcement and Licensing (REAL) System as prescribed by the Financial Services Commission (Commission). The application shall include all information required by such forms, any other information the Commission or Office may require, and payment of the statutory fees required by Sections 517.12(10) and 517.131, F.S. The application shall be deemed received on the date the Office issues a confirmation of submission and payment to the applicant via the Office’s website. Every application or amendment filed pursuant to this rule shall constitute a “written application” within the meaning of Section 517.12(6), F.S.

 

69W-600.0012(1)(b)3.:

3. A Uniform Application for Securities Industry Registration or Transfer (Form U-4) (05/2009), to register at least one principal as set forth in this rule. The Form U-4 is hereby incorporated by reference and available at http://www.flrules.org/    / or http://www.flofr.com/    /. In conjunction with filing its Form BD with the Office, the dealer shall provide the Office written notification of the principal’s name and social security number;. Social security numbers are collected by the Office pursuant to Section 517.12(7)(a), F.S., and are used to verify the identity of individuals;

 

69W-600.0013(3):

(3) Amendment of Application. If the information contained in any application for registration as a 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 Requests to make changes which are material to the application or to the Office’s evaluation of the application filed at any time after the application has been received may be deemed by the Office to be grounds for denial, and a new application, accompanied by the appropriate filing fee, may be required.

 

69W-600.0013(6)(b)1.:

1. Submitting to the Office proof of passing, within two years of the date of application for registration, an appropriate examination relating to the position to be filled administered by a national securities association or a national securities exchange registered with the Securities and Exchange Commission (SEC); or

 

69W-600.0016(1)(a):

(a) Applicants for initial registration of an investment adviser shall file the Uniform Application for Investment Adviser Registration (Form ADV) electronically through the Investment Adviser Registration Depository (IARD) of the Financial Industry Regulatory Authority (FINRA) as prescribed by the Financial Services Commission (Commission). The application shall include all information required by such form, any other information the Commission or Office may require, and payment of the statutory fees required by Sections 517.12(10) and 517.131, F.S. The application shall be deemed received by the Office on the “payment date” reflected on the CRD “disbursement detail” report.  Every application or amendment filed pursuant to this rule shall constitute a “written application” within the meaning of Section 517.12(6), F.S.

 

69W-600.0016(3):

(3) Amendment of Application. If the information contained in any application for registration as an investment adviser or in any amendment thereto, becomes inaccurate for any reason, the investment adviser shall file an amendment on the Form ADV correcting such information within 30 days. An applicant may amend the application as to those factors generally within the control or selection of the applicant once, as a matter of course, at any time within thirty (30) days from its receipt for filing.  Otherwise, the application may be amended only with prior permission from the Office. For investment adviser applicants and registrants who file via the IARD, each such amendment, including those required by paragraph subsection (10) (11) of this rule, shall be filed with the Office through the IARD in accordance with this rule. If an amendment requires additional review by the Office, and the Office’s additional review cannot be completed before the 90-day time period of Section 120.60(1), F.S., the application shall be subject to Requests to make changes which are material to the application or to the Office’s evaluation of the application filed at any time after the application has been received may be deemed by the Office to be grounds for denial, and a new application, accompanied by the appropriate filing fee, may be required.

 

69W-600.0016(11)(a):

(11) (12) Changes in Name and Successor Registration Requirements.

(a) Where only a change in the name of an applicant or registrant as an investment adviser or associated person 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 paragraph subsection (1) of this rule. Any amendments to organizational documents or accompanying letters of explanation shall be promptly submitted to the Office within 30 days when specifically requested by the Office pursuant to section 517.201, F.S.

 

69W-600.0016(11)(b):

(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 ADV within thirty (30) calendar days of the date of such change. Such amendment shall be filed with the Office through the IARD pursuant to paragraph subsection (1) of this rule. Any amendments to organizational documents, accompanying letters of explanation, or current financial statements of the successor shall be promptly submitted directly to the Office within 30 days when specifically requested by the Office pursuant to section 517.201, F.S.

 

69W-600.0016(11)(c):

(c) Merger Situations: Where there is a merger of an investment adviser registrant 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 ADV denoting such changes as are applicable within thirty (30) calendar days of date of such change. Each amendment shall be filed with the Office through the IARD pursuant to paragraph subsection (1) 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 promptly submitted directly to the Office within 30 days when specifically requested by the Office pursuant to section 517.201, F.S.

 

69W-600.0016(11)(d)1.:

1. Where a person or a group of persons directly or indirectly or acting by or through one or more persons, proposes to acquire a controlling interest in a dealer or investment adviser registrant, and where the acquirer is currently registered with the Office, or where the acquirer has not within the preceding 10 years committed any reportable act as defined in Rule 69W-200.001, F.A.C., the resulting entity shall file with the Office an amendment to Form ADV 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 submitted directly to the Office within 30 days when specifically requested by the Office pursuant to section 517.201, F.S.

 

69W-600.0022(6)(b)1.:

1. Submitting to the Office proof of passing, within two years of the date of application for registration, an appropriate examination relating to the position to be filled administered by a national securities association or a national securities exchange registered with the Securities and Exchange Commission (SEC); or

 

69W-600.0023(6)(b)1.:

1. Submitting to the Office proof of passing, within two years of the date of application for registration, an appropriate examination relating to the position to be filled administered by a national securities association or a national securities exchange registered with the Securities and Exchange Commission (SEC); or

 

69W-600.0031(1)(a):

(a) Every Florida branch office of a broker dealer registered in Florida shall be notice-filed with the Office of Financial Regulation (Office) prior to engaging in business therefrom. A broker dealer must be registered with the Office before its branch offices may notice-file. Branches of dealers who are members of the Financial Industry Regulatory Authority (FINRA) shall file the Uniform Branch Office Registration Form (Form BR) electronically through the Central Registration Depository of FINRA (CRD) as prescribed by the Financial Services Commission (Commission).  The notice-filing shall include all information required by such form, any other information the Commission or Office may require, and payment of the statutory fees required by Section 517.1202(2), F.S.  The notice-filing fee shall be deemed received by the Office on the transaction date (Trans DT) reflected on the Central Registration Depository of FINRA (CRD) “disbursement detail” report.

 

69W-600.0031(2):

(2) Branch Office Designation. A branch office may or may not be designated as an Office of Supervisory Jurisdiction (OSJ) at the discretion of the registrant. For each branch office designated as an OSJ, a branch office manager shall be designated as a prinicipal and registered with the Office. 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 offices not designated as an OSJ, the branch office manager need not be located at the office(s) delegated for supervisory responsibility; however, in such cases, the registrant must specify in writing to the Office, the names of the associated persons designated as resident person(s)-in-charge as well as the branch office manager.

 

69W-600.0032(1)(a):

(a) Every Florida branch office of a dealer registered in Florida shall be notice-filed with the Office of Financial Regulation (Office) prior to engaging in business therefrom. A broker dealer must be registered with the Office before its branch offices may notice-file.  Branches of dealers that are not members of Financial Industry Regulatory Authority (FINRA) shall file the Uniform Branch Office Registration Form (Form BR) electronically on the Office’s website at https://real.flofr.com through the Regulatory Enforcement and Licensing (REAL) System as prescribed by the Financial Services Commission (Commission). The notice-filing shall include all information required by such form, any other information the Commission or Office may require, and payment of the statutory fees required by Section 517.1202(2), F.S. The notice-filing shall be deemed received on the date the Office issues a confirmation of submission and payment to the applicant via the Office’s website.

 

69W-600.0033(1)(a):

(a) Every Florida branch office of an issuer/dealer registered in Florida shall be notice-filed with the Office of Financial Regulation (Office) prior to engaging in business therefrom. An issuer/dealer must be registered with the Office before its branch offices may notice-file. Branches of an issuer/dealer shall file the Uniform Branch Office Registration Form (Form BR) electronically on the Office’s website at https://real.flofr.com through the Regulatory Enforcement and Licensing (REAL) System as prescribed by the Financial Services Commission (Commission).  The notice-filing shall include all information required by such form, any other information the Commission or Office may require, and payment of the statutory fees required by Section 517.1202(2), F.S. The notice-filing shall be deemed received on the date the Office issues a confirmation of submission and payment to the applicant via the Office’s website.

 

69W-600.0034(1)(a):

(a) Every Florida branch office of an investment adviser registered in Florida shall be notice-filed with the Office of Financial Regulation (Office) prior to engaging in business therefrom. An investment adviser must be registered with the Office before its branch offices may notice-file. Branches of an investment adviser shall file the Uniform Branch Office Registration Form (Form BR) electronically through the Central Registration Depository (CRD) of the Financial Industry Regulatory Authority (FINRA) as prescribed by the Financial Services Commission (Commission). The notice-filing shall include all information required by such form, any other information the Commission or Office may require, and payment of the statutory fees required by Section 517.1202(2), F.S.  The notice-filing shall be deemed received by the Office on the transaction date (Trans DT) reflected on the CRD “disbursement detail” report.