Fla. Admin. Code Ann. R. 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.
Notes
Rulemaking Authority 517.03(1), 517.12(19), 517.121(1), 517.1611 FS. Law Implemented 517.12(19), 517.1611 FS.
New 12-29-15, Amended 1-18-21, 3-21-24.
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