69W-600.0019. Registration of Florida Limited Offering Intermediaries

(1) New Applications.

(a) Applicants for initial registration of intermediaries shall file the Registration of Crowdfunding Intermediary Application (Form FL-INT) electronically on the Office of Financial Regulation’s website at https://real.flofr.com through the Regulatory Enforcement and Licensing (REAL) System. The application shall include all information required by such form, any other information the Office may require, and payment of the statutory fees required by Section 517.12(19), F.S. The application shall be deemed received on the date the Office issues a confirmation to the applicant of submission and payment 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(19), F.S.

(b) An application shall include the following:

1. Registration of Florida Limited Offering Intermediary Application, FLO-INT (10/24), effective 10/2024. A sample form (which includes its instructions, which define certain terms in Section 517.12(19), F.S.) is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-16982, or from the Office at https://flofr.gov/sitePages/MaterialsDS.htm;

2. Statutory fee in the amount required by Section 517.12(19), F.S.;

3. Documentation required to be uploaded in PDF form to the REAL System as part of the application, including a copy of the applicant’s articles of incorporation, if a corporation, articles of organization, if a limited liability company, or partnership agreement, if a partnership, pursuant to Section 517.12(19)(a)2., F.S.;

4. Any direct or indirect owner or principal required to be reported on the Form FL-INT shall comply with the fingerprinting requirements as set forth in subsection (4) of this rule, pursuant to Section 517.12(19)(b), F.S.

(2) Request for Additional Information. All information required by subsection (1) of this rule, shall be submitted with the original application filing. Any request for additional documents or information shall be made by the Office within thirty (30) days after receipt of the application. Additional information shall be submitted directly with the Office within sixty (60) days after a request has been made by the Office. The Office shall grant a request for an additional thirty (30) days to submit the additional information. The Office shall not grant a request after the original sixty (60) day deadline has passed. Failure to provide timely all additional information shall result in the application being deemed abandoned, which shall result in the application being removed from further consideration by the Office and closed.

(3) Amendment of Application. Pursuant to Section 517.12(19)(c), F.S. if the information contained in any application for registration as an intermediary or in any amendment thereto, becomes inaccurate for any reason, the intermediary shall file an amendment on the Form FL-INT, 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) Fingerprint Requirements. Fingerprints filed in accordance with Section 517.12(19), 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.

(5) Annual Renewal Requirements.

(a) Each intermediary renewing its registration shall pay all renewal fees as required by Section 517.12(19)(e), F.S.  Renewal fees for intermediaries shall be filed electronically on the Office’s website at www.flofr.gov through the REAL System 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. All renewal fees must be received by the Office by December 31 of the year the registration expires.

(b) Failure to submit the requisite amount of fees as provided for in paragraph (5)(a), by December 31 of the year of expiration of the registration shall result in the intermediary’s registration 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 may be reinstated in accordance with Section 517.12(19)(e), F.S., provided that all requisite information and fees are filed electronically on the Office’s website at www.flofr.gov 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 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 be deposited into the Regulatory Trust Fund of the office and shall not be returnable.

(6) Termination of Registration as Intermediary.

(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 Form FL-INT within thirty (30) calendar days of the date of termination.

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

(7) Notice of Civil, Criminal or Administrative Action. An intermediary shall:

(a) Notify the Office within thirty (30) calendar days of the date a complaint is served, of any civil, criminal or administrative charges filed against the firm or owner which directly or indirectly relate to the registration or sale of securities, or which directly or indirectly relate to the activities as a dealer, investment adviser, principal or agent, or any other activity where a breach of a fiduciary trust is alleged. This shall not include minor traffic violations; but shall include any notification of investigation by any recognized regulatory agency; and,

(b) Notify the Office within thirty (30) calendar days of the date of decision, order, or sanction rendered, or any appeal filed with respect to such decision with regard to any complaint outlined in paragraph (7)(a).

(c) Such notifications shall be filed with the Office through the REAL System in accordance with subsection (3) of this rule. When specifically requested by the Office, 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(19), 517.121(1), 517.1611 FS. Law Implemented 517.12(19), 517.1611 FS. History–New 12-29-15, Amended 1-18-21, 3-21-24, 10-1-24.