Fla. Admin. Code Ann. R. 69W-600.0016 - Application for Registration as an Investment Adviser (State Registered)

(1) New Applications.

(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 Office may require, and payment of the statutory fees required by Sections 517.12(9) 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(5), F.S.

(b) An application shall include the following:

1. Form ADV, Uniform Application for Investment Adviser Registration (08-22). A sample form is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-16500;

2. Statutory fee in the amount required by Section 517.12(9), F.S.;

3. A Uniform Application for Securities Industry Registration or Transfer (Form U4) to register at least one agent to designate as a principal as set forth in this rule. Form U4 (05-09) is hereby incorporated by reference and a sample form is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-12554. In conjunction with filing its Form ADV with the Office, the investment adviser shall provide the Office written notification of the principal's name and CRD number or social security number;

4. Financial statements and reports required under subsection 69W-600.0161(2), F.A.C.;

5. Any direct or indirect owner or control person required to be reported on Form ADV, pursuant to Section 517.12(6), 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) of this rule; and,

6. A copy of the articles of incorporation and amendments thereto, if a partnership, a copy of the partnership agreement, or if a limited liability company, a copy of the articles of organization.

(2) 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. 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. For investment adviser applicants and registrants who file via the IARD, each such amendment, including those required by subsection (11) of this rule, shall be filed with the Office through the IARD in accordance with this rule.

(4) 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(10), 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) Requirement to Maintain Principal.

(a) Every applicant for registration and registrant under Section 517.12, F.S., as an investment adviser (as those terms are defined under Section 517.021, F.S.) shall have and maintain at least one associated person registered and designated as principal pursuant to Section 517.12, F.S., and the rules thereunder.

(b) In the event an investment adviser fails to maintain at least one person registered and designated as principal for more than thirty (30) days, the registration of such investment adviser shall be suspended until such time as a designated principal is so registered.

(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) of this rule, and the appropriate fees as specified in Section 517.12(9), F.S., have been paid.

(6) Examinations/Qualifications Requirements.

(a) An individual applying for registration as an investment adviser 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) Every associated person of an investment adviser designated as principal shall provide the Office with one of the following:

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

2. Proof of passing, within two years of the date of application for registration, the General Securities Representative Examination (Series 7), the Uniform Combined State Law Examination (Series 66), and proof of passing, within four years of the date of application for registration, the Securities Industry Essentials (SIE) Examination. The following principals will be considered to have passed the SIE Examination:

a. Principals whose registration as an associated person was terminated between October 1, 2014, and September 30, 2018, provided they re-register as an associated person within four years from the date of their last registration;

b. Principals who registered as an associated person prior to October 1, 2018, and who continue to maintain those registrations on or after October 1, 2018.

(c) Principals who meet one of the following conditions satisfy the examination requirements of paragraph (6)(b) of this rule, except the Office may require additional examinations for any principals found to have violated any state or federal securities law:

1.

a. Principals who passed either the Series 65 examination or both the Series 7 and Series 66 examinations; and

b. Have not had a lapse in registration as an associated person of an investment adviser or federal covered adviser in any jurisdiction in the United States for a period exceeding two years.

c. Periods of time during which a principal provides advisory services for compensation on behalf of a dealer, a federal covered adviser, or an investment adviser, in any jurisdiction in the United States that does not require such persons to register as an associated person of the dealer, federal covered adviser, or investment adviser on whose behalf such advisory services were performed, will not be considered a lapse in registration for purposes of this paragraph.

2.

a. Principals who were previously registered with the Office as an associated person of an investment adviser or federal covered adviser; and

b. Have not had a lapse in registration as an associated person of an investment adviser or federal covered adviser in any jurisdiction in the United States for a period exceeding two years.

(d) Grandfathering Provision: The examination requirements of paragraph (6)(b) of this rule shall not apply to principals who were registered as an associated person of an investment adviser or a federal covered adviser in any jurisdiction in the United States pursuant to a transition request submitted prior to January 1, 2005, and who have not had a lapse in registration as an associated person of an investment adviser or federal covered adviser in any jurisdiction in the United States for a period exceeding two years. The Office may require additional examinations for any applicant found to have violated any state or federal securities law.

(e) Examination Validity Extension Program: Notwithstanding paragraph (b), a principal who terminates their registration as an associated person of an investment adviser may maintain the validity of their Series 65 or the investment adviser representative portion of the Series 66, as applicable, without being employed by or associated with an investment adviser or federal covered adviser for a maximum of five years following the termination of the effectiveness of the associated person's registration if the individual meets all of the following:

1. The individual previously took and passed the examination for which they seek to maintain validity under this paragraph;

2. The individual was registered as an associated person of an investment adviser or federal covered adviser for at least one year immediately preceding the termination of the associated person's registration with an investment adviser or federal covered adviser;

3. The individual was not subject to a statutory disqualification as defined in Section 3(a)(39) of the Exchange Act (15 U.S.C. § 78c(a)(39)), which is incorporated by reference in Rule 69W-600.002, F.A.C., while registered as an associated person of an investment adviser or federal covered adviser or at any period after termination of such registration;

4. The individual elects to participate in the Exam Validity Extension Program ("EVEP") under this paragraph within two years from the effective date of the termination of the associated person's registration with an investment adviser or federal covered adviser;

5. The individual does not have a deficiency under s. 517.1214, F.S., at the time the associated person's registration becomes ineffective;

6.

a. The individual maintains annual compliance with s. 517.1214, F.S.

b. An individual who complies with the FINRA Maintaining Qualification Program under FINRA Rule 1240(c) shall be considered in compliance with Section 517.1214(2)(b), F.S.

(f) The examination requirement for an associated person of an investment adviser designated as principal shall not apply to a principal who currently holds one of the following professional designations:

1. Certified Financial Planner (TM) or (CFP^®) awarded by the Certified Financial Planner Board of Standards, Inc.;

2. Chartered Financial Consultant (ChFC) awarded by the American College of Financial Services;

3. Personal Financial Specialist (PFS) awarded by the American Institute of Certified Public Accountants;

4. Chartered Financial Analyst (CFA) awarded by the CFA Institute; or

5. Certified Investment Management Analyst (CIMA) awarded by the Investment & Wealth Institute.

(7) Fingerprint Requirements.

(a) Fingerprints filed in accordance with Section 517.12(6), 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.

(b) Notwithstanding any exemptions found in SEC rule 17f-2 (17 C.F.R. § 240.17f-2), which is incorporated by reference in Rule 69W-200.002, F.A.C., any direct owner, principal, or indirect owner that is required to be reported on Form ADV pursuant to Section 517.12(6), F.S., who is not currently registered in Florida with the firm they are seeking to join or act as a direct owner, principal, or indirect owner shall submit fingerprints to the Office through a live scan vendor approved by FDLE and published on FDLE's website for submission to FDLE and the FBI for a state criminal background check and a federal criminal background check. The cost of fingerprint processing shall be borne by the applicant and paid directly to the live scan vendor.

(c) The requirement to submit fingerprints is waived for any direct owner, principal, or indirect owner that is required to be reported on Form ADV pursuant to Section 517.12(6), F.S., if fingerprints have been submitted and processed by FINRA on behalf of the member firm with which the owner or principal is affiliated, pursuant to the provisions of SEC Rule 17f-2 (17 C.F.R. § 240.17f-2).

(8) Renewal Requirement.

(a) Every investment adviser registered with the Office shall annually verify all registrations of associated persons and branch office notice-filings prior to December 31.

(b) In addition to verifying registration or notice-filings as provided in paragraph (8)(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(10) and 517.1202(3), F.S.

(c) Renewal fees for investment advisers shall be submitted through the IARD by December 31 of the year the registration expires. Renewal fees for associated persons of investment advisers and branch offices of investment advisers shall be submitted through the CRD by December 31 of the year the registration or notice-filing expires.

(d) Failure to submit the requisite amount of fees as provided for in paragraph (8)(b), by December 31 of the year of expiration of the registration shall result in the firm registration, associated person 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(10) 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(9) or 517.1202(8), F.S., and shall not be returnable.

(9) Termination of Registration as an Investment Adviser, Associated Person, 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)(d) of this rule, within thirty (30) calendar days of the date of withdrawal, cancellation, or termination.

(b) Any investment adviser shall file any withdrawals, cancellations, or terminations of registration with the Office through the IARD of FINRA. Any associated person or branch office of an investment adviser shall file any withdrawals, cancellations, or terminations of registrations or notifications with the Office through the CRD.

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

(d) The forms to be utilized for providing notice to the Office under paragraphs (9)(a) and (9)(b) are:

1. Notice of Withdrawal from Registration as Investment Adviser (Form ADV-W) (07-17). A sample form is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-11281.

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-12562.

3. Uniform Branch Office Registration Form (Form BR) (04/2014). A sample form is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06080.

(10) 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.

(11) Notice of Civil, Criminal or Administrative Action. An investment adviser 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 associated person, 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 (11)(a).

(c) Such notifications shall be filed with the Office through the IARD 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.

(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 subsection (1) of this rule. Any amendments to organizational documents or accompanying letters of explanation shall be submitted to the Office within 30 days when specifically requested by the Office pursuant to Section 517.201, F.S.

(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 subsection (1) 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 pursuant to Section 517.201, F.S.

(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 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 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. 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 submitted directly to the Office within 30 days when specifically requested by the Office pursuant to Section 517.201, F.S.

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)(d)1.

3. For purposes of this subsection "controlling interest" means possession of the power to direct or cause the direction of the management or policies of a company, whether through ownership of securities, by contract or otherwise. Any individual or firm that directly or indirectly has the right to vote 25 percent or more of the voting securities of a company or is entitled to 25 percent or more of its profits is presumed to control that company.

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

Notes

Fla. Admin. Code Ann. R. 69W-600.0016

Rulemaking Authority 517.03(1), 517.12, 517.121(1) FS. Law Implemented 517.12 FS.

Adopted by Florida Register Volume 41, Number 241, December 15, 2015 effective 12/29/2015, Amended by Florida Register Volume 45, Number 221, November 13, 2019 effective 11/26/2019, Amended by Florida Register Volume 47, Number 002, January 5, 2021 effective 1/18/2021, Amended by Florida Register Volume 49, Number 020, January 31, 2023 effective 2/14/2023, Amended by Florida Register Volume 50, Number 045, March 5, 2024 effective 3/21/2024, Amended by Florida Register Volume 50, Number 182, September 17, 2024 effective 10/1/2024.

New 12-29-15, Amended 11-26-19, 1-18-21, 2-14-23, 3-21-24.