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Florida Administrative Code (Last Updated: October 28, 2024) |
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69. Department of Financial Services |
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69W. Securities |
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69W-600. Registration Of Dealers, Investment Advisers, Associated Persons |
1(1) Notice-filing.
3(a) An issuer of securities under the Florida Intrastate Crowdfunding Exemption, Section 517.0611, F.S., shall file the Notice of Crowdfunding Issuer Offering (Form FL-CI) electronically on the Office of Financial Regulation (Office)’s website at https://real.flofr.com through the Regulatory Enforcement and Licensing (REAL) System. The notice-filing shall include all information required by such form and payment of the statutory fees required by Section 517.0611(5), F.S. The notice-filing shall be deemed received on the date the Office issues a confirmation of submission and payment to the issuer via the Office’s website.
92(b) A notice-filing shall include the following:
991. Form FL-CI (10/15). A sample form (which includes its instructions, which define certain terms in Section 517.0611, F.S.) is hereby incorporated by reference and available at 126http://www.flrules.org/Gateway/reference.asp?No=Ref-06073 128/ or http://www.flofr.com/StaticPages/documents/FormFL-CI.pdf.
1312. Documentation required to be uploaded in PDF form to the REAL System as part of the notice-filing, including:
150a. Verification of the issuer’s organization under the laws of Florida, pursuant to Section 517.0611(5)(g), F.S.;
166b. A copy of the issuer’s escrow agreement with a financial institution, pursuant to Section 517.0611(8), F.S.; and,
184c. A copy of the issuer’s disclosure statement, pursuant to Section 517.0611(7), F.S.
1973. Statutory fee in the amount required by Section 517.0611(5), F.S.
208(2) Amendment of notice-filing. If the information contained in the Form FL-CI becomes inaccurate for any reason, the issuer shall amend the information by filing an amended Form FL-CI with the Office within thirty (30) days of the change. Issuers shall amend information by filing the Form FL-CI electronically with the Office through the REAL System. Failure to file amendments shall be considered a violation of Section 517.0611(6), F.S.
277(3) Termination of notice-filing. Where an issuer cancels or terminates its notice-filing for any reason, notice of such fact shall be filed electronically with the Office on the Form FL-CI through the REAL System within thirty (30) calendar days of the date of cancellation or termination.
323(4) Financial statements. For purposes of subparagraphs 517.0611(7)(h)2. and 3., F.S.:
334(a) Financial statements must be reviewed in accordance with United States generally accepted auditing standards; and,
350(b) Certified public accountants who prepare or review an issuer’s financial statements must meet the standards of independence described in Rule 2-01(b) and (c) of Regulation S-X (37817 C.F.R. §§ 210.2-01(b) 382and (c)), which is incorporated by reference in Rule 39169W-200.002, 392F.A.C.
393(5) Disclosure statement. Certain terms used in Section 517.0611(7), F.S., regarding the disclosure statement required to be provided by the issuer, are defined in Preparing a Disclosure Statement for a Florida Intrastate Crowdfunding Offering Pursuant to Section 517.0611, F.S. (Supplement CI). Supplement CI (10/15) is hereby incorporated by reference as part of this rule and is available at 451http://www.flrules.org/Gateway/reference.asp?No=Ref-06075 453/ or http://www.flofr.com/StaticPages/documents/SupplementCI.pdf.
456Rulemaking Authority 458517.03(1), 459517.1611 FS. 461Law Implemented 463517.1611 FS. 465History–New 12-29-15.
