Florida Regulations 69W-600.0013: Application for Registration as an Issuer/Dealer
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(1) New Applications.
(a) Applicants for initial registration of issuer/dealers shall file the Uniform Application for Broker-Dealer Registration (Form BD) electronically on the Office of Financial Regulation’s website at https://real.flofr.com through the Regulatory Enforcement and Licensing (REAL) System as prescribed by the Financial Services Commission (Commission). The application shall include all information required by such forms, any other information the Office may require, and payment of the statutory fees required by Sections 517.12(10) and 517.131, F.S. The application shall be deemed received on the date the Office issues a confirmation of submission and payment to the applicant via the Office’s website. Every application or amendment filed pursuant to this rule shall constitute a “”written application”” within the meaning of Florida Statutes § 517.12(6)
(b) An application shall include the following:
1. Form BD (1-08), which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06078;
2. Statutory fee in the amount required by Florida Statutes § 517.12(10);
3. A Uniform Application for Securities Industry Registration or Transfer (Form U4) (05/2009), to register at least one principal as set forth in this rule. The Form U4 is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-12553. In conjunction with filing its Form BD with the Office, the issuer/dealer shall provide the Office written notification of the principal’s name and social security number. Social security numbers are collected by the Office pursuant to Section 517.12(7)(a), F.S., and are used to verify the identity of individuals;
4. Financial statements and reports required under paragraph 69W-600.0151(5)(a), and Fl. Admin. Code R. 69W-600.017;
5. Any direct or indirect owner or control person required to be reported on Form BD, pursuant to Florida Statutes § 517.12(7), 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;
6. Applicants for registration as an issuer/dealer must file Issuer/Dealer Compliance Form (OFR-DA-5-91) (effective 9/15), to meet requirements under subsections (5), (6), and (11) of this rule. The form is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06081;
7. 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 issuer/dealer or in any amendment thereto, becomes inaccurate for any reason, the issuer/dealer shall file an amendment on the Form BD correcting such information within 30 days. Applicants and registrants shall file such amendments directly with the Office electronically through the REAL System.
(4) Obligations Related to Acts of Associated Persons. An issuer/dealer 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 issuer/dealer may be subject to assessment under Florida Statutes § 517.12(11), 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 and Exam Exemption for Associated Persons.
(a) An issuer required to be registered or who elects to be registered pursuant to Section 517.12(1), 517.051(9) or 517.061(11), F.S., selling its own securities exclusively through its principals or agents (as those terms are defined in Florida Statutes § 517.021, and Fl. Admin. Code R. 69W-200.001, respectively) may obtain registration as an issuer/dealer by filing as required under subsection (1) or (11) of this rule, or Fl. Admin. Code R. 69W-500.011, as appropriate, provided that:
1. The associated persons of said issuer/dealer comply with the registration requirements of Florida Statutes § 517.12, and subsections (6) and (7) of this rule, provided that such person primarily performs, or is intended to perform at the end of the distribution, substantial duties for, or on behalf of, the issuer other than in connection with transactions in securities; and,
2. Said issuer/dealer may register up to five (5) associated persons, which persons shall be exempted from the examination requirements of subsection (6) of this rule, provided such issuer/dealer shall register no more than five (5) associated persons, and at the time of application for registration advises the Office of its intention to register no more than five (5) associated persons. Failure to so advise the Office shall require all associated person applicants to fulfill the examination requirements of subsection (6) of this rule. Registration of more than five (5) such associated persons, at any one time, shall void this exemption, and all such associated persons shall be required to meet the examination requirements of subsection (6) of this rule.
(b) Every applicant for registration and registrant under Florida Statutes § 517.12, as an issuer/dealer (as those terms are defined under Florida Statutes § 517.021), unless effectively registered with the Office as an issuer/dealer prior to December 4, 1977, shall have and maintain at least one associated person qualified and registered as principal pursuant to Florida Statutes § 517.12, and the rules thereunder.
1. In the event a registered issuer/dealer fails to maintain at least one person registered as principal for more than thirty (30) days, the registration of such issuer/dealer shall be suspended until such time as a qualified principal is so registered.
2. Any applicant or registrant issuer/dealer may elect to register more than one person as principal; there is no limitation as to the number of associated persons that may be registered 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 Florida Statutes § 517.12(10), have been paid.
(6) Examinations/Qualifications Requirements.
(a) Every applicant for registration 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 applicant for initial registration as a principal or agent of an issuer/dealer shall evidence securities general knowledge by:
1. Submitting to the Office proof of passing, within two years of the date of application for registration, an examination relating to the position to be filled administered by a national securities exchange registered with the Securities and Exchange Commission (SEC); or
2. Submitting to the Office evidence of effective registration, within the preceding two years, with a national securities association or national stock exchange registered with the SEC, relating to the position to be filled as principal or agent; or
3. Having remained continuously registered in the capacity to be filled with the State of Florida without interruption of more than two years; or
4. Having complied with the provisions of paragraph (5)(a) of this rule.
5. Submitting to the Office proof of passing, within two years of the date of application for registration, an examination relating to the position to be filled administered by a national securities association and proof of passing, within four years of the date of application for registration, the Securities Industry Essentials (SIE) Examination. The following individuals will be considered to have passed the SIE Examination:
a. Individuals 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. Individuals who registered as an associated person prior to October 1, 2018, and who continue to maintain those registrations on or after October 1, 2018; or
6. Submitting to the Office proof of participation in the FINRA Maintaining Qualification Program (MQP) as set forth in FINRA Rule 1240(c), which is incorporated by reference in Fl. Admin. Code R. 69W-200.002, and maintenance of the validity of the examinations relating to the position to be filled administered by a national securities association to be demonstrated by meeting the conditions of participation in the MQP. Participation in the MQP shall not extend the validity period for the Uniform Investment Adviser Law Examination (Series 65) or the Uniform Combined State Law Examination (Series 66) for purposes of associated person of an investment adviser or federal covered adviser registration.
(c) The examination requirement for associated persons of issuer dealers shall not apply to an individual 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, Bryn Mawr, PA;
3. Personal Financial Specialist (PFS) awarded by the American Institute of Certified Public Accountants;
4. Chartered Financial Analyst (CFA) awarded by the Institute of Chartered Financial Analysts; or
5. Chartered Investment Counselor (CIC) awarded by the Investment Counsel Association of America, Inc.
(7) Fingerprint Requirements.
(a) Fingerprints filed in accordance with Florida Statutes § 517.12(7), 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) Any direct owner, principal, or indirect owner that is required to be reported on Form BD, pursuant to Florida Statutes § 517.12(7), 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.
(8) Renewal Requirement.
(a) Every issuer/dealer 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 issuer/dealer shall pay all renewal fees as required by Sections 517.12(11) and 517.1202(3), F.S.
(c) Renewal fees for issuer/dealers, associated persons of issuer/dealers and all branch offices of issuer/dealers shall be filed electronically on the Office’s website at https://real.flofr.com 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 or notice-filing expires.
(d) For issuer/dealers, 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, agent registration, or branch office notice-filing not being renewed. If December 31 falls on a Saturday, Sunday or legal holiday pursuant to Florida Statutes § 110.117, 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 Section 517.12(11) or 517.1202(3), F.S., provided that all requisite information and fees are filed electronically on the Office’s website at https://real.flofr.com 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 or notice-filing not being reinstated. If January 31 falls on a Saturday, Sunday, or legal holiday pursuant to Florida Statutes § 110.117, 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 become the revenue of the state pursuant to the provisions of Section 517.12(10) or 517.1202(8), F.S., and shall not be returnable.
(9) Termination of Registration as Issuer/Dealer, Principal or Agent, 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 through the REAL System using the forms incorporated in paragraph (9)(c) of this rule, 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 Florida Statutes § 517.161(5)
(c) The forms to be utilized for providing notice to the Office under paragraphs (9)(a) and (9)(b) are:
1. Uniform Request for Broker Dealer Withdrawal (Form BDW) (04-07), which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06079.
2. Uniform Branch Office Registration Form (Form BR) (04/2014), which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06080.
3. Uniform Termination Notice for Securities Industry Registration (Form U5) (05-09), which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-12550.
(10) Notice of Civil, Criminal or Administrative Action. An issuer/dealer 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.
(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 (10)(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 pursuant to Florida Statutes § 517.021, one (1) copy of such complaint, answer or reply to any complaint, decision, order, or sanction shall be filed with the Office through the REAL System. Responses to requests by the Office for additional information shall be filed directly with the Office through the REAL System.
(11) Registration of Issuer as an Issuer/Dealer under Florida Statutes § 517.051(9) An issuer of securities who elects to offer or sell its own securities pursuant to Florida Statutes § 517.051(9), is required to be registered as an issuer/dealer pursuant to Florida Statutes § 517.12(2) The issuer shall comply with the rules of the Commission for registration as an issuer/dealer as set forth under subsection (1) of this rule, in addition to the following requirements:
(a) The financial statements required for registration as an issuer/dealer shall be prepared in accordance with the provisions of subFl. Admin. Code R. 69W-600.0151(5)(b)2.
(b) The applicant for registration as an issuer/dealer or principal shall comply with the examination requirements of subsection (6) of this rule.
(c) The issuer/dealer shall comply with the net capital requirements of Fl. Admin. Code R. 69W-600.0151(3)(b)
Rulemaking Authority 517.03(1), 517.12 FS. Law Implemented Florida Statutes § 517.12. History-New 12-29-15, Amended 11-26-19, 1-18-21, 2-14-23.
Terms Used In Florida Regulations 69W-600.0013
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
- Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
- Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Fiduciary: A trustee, executor, or administrator.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
(b) An application shall include the following:
1. Form BD (1-08), which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06078;
2. Statutory fee in the amount required by Florida Statutes § 517.12(10);
3. A Uniform Application for Securities Industry Registration or Transfer (Form U4) (05/2009), to register at least one principal as set forth in this rule. The Form U4 is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-12553. In conjunction with filing its Form BD with the Office, the issuer/dealer shall provide the Office written notification of the principal’s name and social security number. Social security numbers are collected by the Office pursuant to Section 517.12(7)(a), F.S., and are used to verify the identity of individuals;
4. Financial statements and reports required under paragraph 69W-600.0151(5)(a), and Fl. Admin. Code R. 69W-600.017;
5. Any direct or indirect owner or control person required to be reported on Form BD, pursuant to Florida Statutes § 517.12(7), 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;
6. Applicants for registration as an issuer/dealer must file Issuer/Dealer Compliance Form (OFR-DA-5-91) (effective 9/15), to meet requirements under subsections (5), (6), and (11) of this rule. The form is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06081;
7. 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 issuer/dealer or in any amendment thereto, becomes inaccurate for any reason, the issuer/dealer shall file an amendment on the Form BD correcting such information within 30 days. Applicants and registrants shall file such amendments directly with the Office electronically through the REAL System.
(4) Obligations Related to Acts of Associated Persons. An issuer/dealer 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 issuer/dealer may be subject to assessment under Florida Statutes § 517.12(11), 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 and Exam Exemption for Associated Persons.
(a) An issuer required to be registered or who elects to be registered pursuant to Section 517.12(1), 517.051(9) or 517.061(11), F.S., selling its own securities exclusively through its principals or agents (as those terms are defined in Florida Statutes § 517.021, and Fl. Admin. Code R. 69W-200.001, respectively) may obtain registration as an issuer/dealer by filing as required under subsection (1) or (11) of this rule, or Fl. Admin. Code R. 69W-500.011, as appropriate, provided that:
1. The associated persons of said issuer/dealer comply with the registration requirements of Florida Statutes § 517.12, and subsections (6) and (7) of this rule, provided that such person primarily performs, or is intended to perform at the end of the distribution, substantial duties for, or on behalf of, the issuer other than in connection with transactions in securities; and,
2. Said issuer/dealer may register up to five (5) associated persons, which persons shall be exempted from the examination requirements of subsection (6) of this rule, provided such issuer/dealer shall register no more than five (5) associated persons, and at the time of application for registration advises the Office of its intention to register no more than five (5) associated persons. Failure to so advise the Office shall require all associated person applicants to fulfill the examination requirements of subsection (6) of this rule. Registration of more than five (5) such associated persons, at any one time, shall void this exemption, and all such associated persons shall be required to meet the examination requirements of subsection (6) of this rule.
(b) Every applicant for registration and registrant under Florida Statutes § 517.12, as an issuer/dealer (as those terms are defined under Florida Statutes § 517.021), unless effectively registered with the Office as an issuer/dealer prior to December 4, 1977, shall have and maintain at least one associated person qualified and registered as principal pursuant to Florida Statutes § 517.12, and the rules thereunder.
1. In the event a registered issuer/dealer fails to maintain at least one person registered as principal for more than thirty (30) days, the registration of such issuer/dealer shall be suspended until such time as a qualified principal is so registered.
2. Any applicant or registrant issuer/dealer may elect to register more than one person as principal; there is no limitation as to the number of associated persons that may be registered 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 Florida Statutes § 517.12(10), have been paid.
(6) Examinations/Qualifications Requirements.
(a) Every applicant for registration 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 applicant for initial registration as a principal or agent of an issuer/dealer shall evidence securities general knowledge by:
1. Submitting to the Office proof of passing, within two years of the date of application for registration, an examination relating to the position to be filled administered by a national securities exchange registered with the Securities and Exchange Commission (SEC); or
2. Submitting to the Office evidence of effective registration, within the preceding two years, with a national securities association or national stock exchange registered with the SEC, relating to the position to be filled as principal or agent; or
3. Having remained continuously registered in the capacity to be filled with the State of Florida without interruption of more than two years; or
4. Having complied with the provisions of paragraph (5)(a) of this rule.
5. Submitting to the Office proof of passing, within two years of the date of application for registration, an examination relating to the position to be filled administered by a national securities association and proof of passing, within four years of the date of application for registration, the Securities Industry Essentials (SIE) Examination. The following individuals will be considered to have passed the SIE Examination:
a. Individuals 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. Individuals who registered as an associated person prior to October 1, 2018, and who continue to maintain those registrations on or after October 1, 2018; or
6. Submitting to the Office proof of participation in the FINRA Maintaining Qualification Program (MQP) as set forth in FINRA Rule 1240(c), which is incorporated by reference in Fl. Admin. Code R. 69W-200.002, and maintenance of the validity of the examinations relating to the position to be filled administered by a national securities association to be demonstrated by meeting the conditions of participation in the MQP. Participation in the MQP shall not extend the validity period for the Uniform Investment Adviser Law Examination (Series 65) or the Uniform Combined State Law Examination (Series 66) for purposes of associated person of an investment adviser or federal covered adviser registration.
(c) The examination requirement for associated persons of issuer dealers shall not apply to an individual 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, Bryn Mawr, PA;
3. Personal Financial Specialist (PFS) awarded by the American Institute of Certified Public Accountants;
4. Chartered Financial Analyst (CFA) awarded by the Institute of Chartered Financial Analysts; or
5. Chartered Investment Counselor (CIC) awarded by the Investment Counsel Association of America, Inc.
(7) Fingerprint Requirements.
(a) Fingerprints filed in accordance with Florida Statutes § 517.12(7), 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) Any direct owner, principal, or indirect owner that is required to be reported on Form BD, pursuant to Florida Statutes § 517.12(7), 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.
(8) Renewal Requirement.
(a) Every issuer/dealer 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 issuer/dealer shall pay all renewal fees as required by Sections 517.12(11) and 517.1202(3), F.S.
(c) Renewal fees for issuer/dealers, associated persons of issuer/dealers and all branch offices of issuer/dealers shall be filed electronically on the Office’s website at https://real.flofr.com 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 or notice-filing expires.
(d) For issuer/dealers, 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, agent registration, or branch office notice-filing not being renewed. If December 31 falls on a Saturday, Sunday or legal holiday pursuant to Florida Statutes § 110.117, 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 Section 517.12(11) or 517.1202(3), F.S., provided that all requisite information and fees are filed electronically on the Office’s website at https://real.flofr.com 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 or notice-filing not being reinstated. If January 31 falls on a Saturday, Sunday, or legal holiday pursuant to Florida Statutes § 110.117, 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 become the revenue of the state pursuant to the provisions of Section 517.12(10) or 517.1202(8), F.S., and shall not be returnable.
(9) Termination of Registration as Issuer/Dealer, Principal or Agent, 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 through the REAL System using the forms incorporated in paragraph (9)(c) of this rule, 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 Florida Statutes § 517.161(5)
(c) The forms to be utilized for providing notice to the Office under paragraphs (9)(a) and (9)(b) are:
1. Uniform Request for Broker Dealer Withdrawal (Form BDW) (04-07), which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06079.
2. Uniform Branch Office Registration Form (Form BR) (04/2014), which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06080.
3. Uniform Termination Notice for Securities Industry Registration (Form U5) (05-09), which is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-12550.
(10) Notice of Civil, Criminal or Administrative Action. An issuer/dealer 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.
(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 (10)(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 pursuant to Florida Statutes § 517.021, one (1) copy of such complaint, answer or reply to any complaint, decision, order, or sanction shall be filed with the Office through the REAL System. Responses to requests by the Office for additional information shall be filed directly with the Office through the REAL System.
(11) Registration of Issuer as an Issuer/Dealer under Florida Statutes § 517.051(9) An issuer of securities who elects to offer or sell its own securities pursuant to Florida Statutes § 517.051(9), is required to be registered as an issuer/dealer pursuant to Florida Statutes § 517.12(2) The issuer shall comply with the rules of the Commission for registration as an issuer/dealer as set forth under subsection (1) of this rule, in addition to the following requirements:
(a) The financial statements required for registration as an issuer/dealer shall be prepared in accordance with the provisions of subFl. Admin. Code R. 69W-600.0151(5)(b)2.
(b) The applicant for registration as an issuer/dealer or principal shall comply with the examination requirements of subsection (6) of this rule.
(c) The issuer/dealer shall comply with the net capital requirements of Fl. Admin. Code R. 69W-600.0151(3)(b)
Rulemaking Authority 517.03(1), 517.12 FS. Law Implemented Florida Statutes § 517.12. History-New 12-29-15, Amended 11-26-19, 1-18-21, 2-14-23.