(1) Notice-filing.

Terms Used In Florida Regulations 69W-600.0018

  • 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.
  • Escrow: Money given to a third party to be held for payment until certain conditions are met.
    (a) An issuer of securities under the Florida Intrastate Crowdfunding Exemption, Florida Statutes § 517.0611, shall file the Notice of Crowdfunding Issuer Offering (Form FL-CI) electronically on the Office of Financial Regulation (Office)’s website at https://real.flofr.com through the Regulatory Enforcement and Licensing (REAL) System. The notice-filing shall include all information required by such form and payment of the statutory fees required by Florida Statutes § 517.0611(5) The notice-filing shall be deemed received on the date the Office issues a confirmation of submission and payment to the issuer via the Office’s website.
    (b) A notice-filing shall include the following:
    1. Form FL-CI (10/15). A sample form (which includes its instructions, which define certain terms in Florida Statutes § 517.0611) is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06073 or http://www.flofr.com/StaticPages/documents/FormFL-CI.pdf.
    2. Documentation required to be uploaded in PDF form to the REAL System as part of the notice-filing, including:
    a. Verification of the issuer’s organization under the laws of Florida, pursuant to Section 517.0611(5)(g), F.S.;
    b. A copy of the issuer’s escrow agreement with a financial institution, pursuant to Florida Statutes § 517.0611(8); and,
    c. A copy of the issuer’s disclosure statement, pursuant to Florida Statutes § 517.0611(7)
    3. Statutory fee in the amount required by Florida Statutes § 517.0611(5)
    (2) Amendment of notice-filing. If the information contained in the Form FL-CI becomes inaccurate for any reason, the issuer shall amend the information by filing an amended Form FL-CI with the Office within thirty (30) days of the change. Issuers shall amend information by filing the Form FL-CI electronically with the Office through the REAL System. Failure to file amendments shall be considered a violation of Florida Statutes § 517.0611(6)
    (3) Termination of notice-filing. Where an issuer cancels or terminates its notice-filing for any reason, notice of such fact shall be filed electronically with the Office on the Form FL-CI through the REAL System within thirty (30) calendar days of the date of cancellation or termination.
    (4) Financial statements. For purposes of subparagraphs 517.0611(7)(h)2. and 3., F.S.:
    (a) Financial statements must be reviewed in accordance with United States generally accepted auditing standards; and,
    (b) Certified public accountants who prepare or review an issuer’s financial statements must meet 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 Fla. Admin. Code R. 69W-200.002
    (5) Disclosure statement. Certain terms used in Florida Statutes § 517.0611(7), regarding the disclosure statement required to be provided by the issuer, are defined in Preparing a Disclosure Statement for a Florida Intrastate Crowdfunding Offering Pursuant to Florida Statutes § 517.0611 (Supplement CI). Supplement CI (10/15) is hereby incorporated by reference as part of this rule and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06075, or http://www.flofr.com/StaticPages/documents/SupplementCI.pdf.
Rulemaking Authority 517.03(1), 517.1611 FS. Law Implemented Florida Statutes § 517.1611. History—New 12-29-15.