Fla. Admin. Code Ann. R. 69W-600.0151 - Net Capital and Financial Reporting Requirements for Dealers

(1) For purposes of this rule:

(a) "Audited financial statements" means financial statements that must be:

1. Examined in accordance with United States generally accepted auditing standards and prepared in conformity with generally accepted accounting principles;

2. Audited by a certified public accountant that meets the standards of independence described in Rule 2-01(b) and (c) of Regulation S-X (17 C.F.R. §210.2-01(b) and (c)), which is incorporated by reference in Rule 69W-200.002, F.A.C.; and,

3. Accompanied by an opinion of the accountant with respect to the financial statements, and by a note stating the principles used to prepare it, the basis of included securities, and any other explanations required for clarity.

(b) "Net capital," for purposes of subsection (3) of this rule, means assets minus liabilities, as determined by United States generally accepted accounting principles. The Office of Financial Regulation (Office) may require a current appraisal be submitted in order to establish the worth of any asset.

(c) "Unaudited financial statements," means financial statements prepared in accordance with United States generally accepted accounting principles and which must include:

1. A Statement of Financial Condition or Balance Sheet;

2. A Statement of Income;

3. An oath or affirmation that such statement or report is true and correct to the best knowledge, information, and belief of the person making such oath or affirmation. Such oath or affirmation shall be made before a person authorized to administer such oath or affirmation, and shall be made by a duly authorized representative of the entity for whom the financial statements were prepared; and,

4. When specifically requested by the Office pursuant to Section 517.201, F.S., a Statement of Changes in Financial Position, Statement of Changes in Stockholder's/Partner's/Proprietor's Equity, and a Statement of Changes in Liabilities Subordinated to Claims of General Creditors.

(2) Net capital requirements for dealers. All dealer applicants and registrants shall meet and at all times maintain the net capital and ratio requirements as prescribed by United States Securities and Exchange Commission (SEC) Rule 15c3-1 including any appendices thereto ( 17 C.F.R. §§240.15c3-1, 240.15c3-1a, 240.15c3-1b, 240.15c3-1c, and 240.15c3-1d, 240.15c3-1e, 240.15c3-1f, and 204.15c3-1g), computed in accordance with said rule. The foregoing are incorporated by reference in Rule 69W-200.002, F.A.C.

(a) All reporting requirements as specified in 17 C.F.R. § 240.17a-11, which is incorporated by reference in Rule 69W-200.002, F.A.C., when such regulation is referred in SEC Rule 15c3-1 shall be applicable with the exception that such reports and notifications required by said rule shall be forwarded to the Office as well as the other regulatory agencies specified, if applicable.

(b) All references to 17 C.F.R. § 240.17a-3 and 17 C.F.R. § 240.17a-4, in the foregoing and subsequent provisions of Office of Financial Regulation or SEC Rules as incorporated by the Office, shall be read as to mean Rule 69W-600.014, F.A.C. The foregoing SEC Rules are incorporated by reference in Rule 69W-200.002, F.A.C.

(3) Financial reporting requirements for dealers.

(a) Requirement for dealer applicants. Every dealer applicant, unless exempted under paragraph (3)(c) of this rule, shall file with the Office:

1. A completed SEC Form X-17A-5 Part IIA (FOCUS Report) (11-18), which is hereby incorporated by reference and accessible at http://www.flrules.org/Gateway/reference.asp?No=Ref-15081, or

2. Financial statements as of a date within ninety (90) days prior to the date of filing for registration. Dealer applicants may file unaudited financial statements provided that the dealer applicants shall also file audited financial statements as of said applicant's most recent fiscal year end. Those dealer applicants which have been in operation for a period of time less than twelve (12) months, and for whom audited financial statements have not been prepared or are not available, may file unaudited financial statements provided the applicant is effectively registered with the SEC or Financial Industry Regulatory Authority, and such financial statements are as of a date within thirty (30) days prior to the date of filing for registration.

(b) Requirement for dealers. Every dealer registered or required to be registered pursuant to Section 517.12, F.S., shall annually file with the Office of Financial Regulation audited financial statements as of the end of the dealer's fiscal year within ninety (90) days after the conclusion of said fiscal year, unless exempted under paragraph (3)(c) of this rule. Financial statements required to be filed with the Office under this paragraph shall be filed by electronic means. Registrants who filed their original application through the REAL system shall file the documents required by this paragraph through the REAL system. All other registrants shall file the documents required by this subsection via the Office's online portal at: https://www.flofr.gov/sitePages/WelcomeToOnlineServices.htm.

(c) The financial statements and reports required by paragraphs (3)(a) and (3)(b) of this rule, are not required to be filed with the Office by a dealer applicant or registrant if the dealer registrant is a current member of a securities association registered pursuant to section 15A of the Securities Exchange Act of 1934 (15 U.S.C. § 78o-3) and such association requires financial reports to be filed with it.

(d) Financial statements and reports prepared and filed in accordance with the provisions of SEC Rule 17a-5 (17 C.F.R. § 240.17a-5), which is incorporated by reference in Rule 69W-200.002, F.A.C., shall be deemed to be in compliance with and fulfill the requirements of paragraphs (3)(a) through (3)(d) of this rule.

(4) Registration as a dealer may be denied, revoked, or suspended pursuant to Section 517.161(1), F.S., if financial statements reflect:

1. Net capital less than required under this rule; or

2. An audit opinion qualified as to the scope of the audit, the entity's ability to continue on a going-concern basis, or other material qualifications; or

3. An adverse audit opinion or a disclaimer of opinion.

Notes

Fla. Admin. Code Ann. R. 69W-600.0151

Rulemaking Authority 517.03(1), 517.12(8), 517.121(2) FS. Law Implemented 517.12(8), 517.121(2), 517.161(1), 517.201 FS.

Adopted by Florida Register Volume 41, Number 077, April 21, 2015 effective 5/6/2015, Amended by Florida Register Volume 45, Number 221, November 13, 2019 effective 11/26/2019, Amended by Florida Register Volume 47, Number 031, February 16, 2021 effective 3/3/2021, 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.

New 5-6-15, Amended 11-26-19, 3-3-21, 2-14-23, 3-21-24.