CHAPTER 517

517.011 Short title. This chapter may be cited as the “Florida Securities and Investor Protection Act.” History. — s. 1, ch. 78-435; s. 5, ch. 80-254; s. 391, ch. 81-259; ss. 2, 3, ch. 81-318; s. 1, ch. 84-159; s. 1, ch. 85-165; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429. 517.021 Definitions. When used in this chapter, unless the context otherwise indicates, the following terms have the following respective meanings: (1) “Accredited investor” shall be defined by rule of the commission in accordance with Securities and Exchange Commission Rule 501, 17 C.F.R. s. 230.501, as amended. (2) “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with an applicant or registrant. (3) “Angel investor group” means a group of accredited investors who hold regular meetings and have defined processes and procedures for making investment decisions, individually or among the membership of the group, and who are not associated persons, affiliates, or agents of a dealer or investment adviser. (4) “Associated person” means: (a)1. With respect to a dealer, a natural person who is employed, appointed, or authorized by a dealer and who represents the dealer in effecting or attempting to effect purchases or sales of securities. 2. The term does not include the following: a. A dealer. b. A partner, an officer, or a director of a dealer or a person having a similar status or performing similar functions as a dealer, unless such person is specified in subparagraph 1. c. A dealer’s employee whose function is only clerical or ministerial. d. A person whose transactions in this state are limited to those transactions described in s. 15(i)(3) of the Securities Exchange Act of 1934, as amended. (b)1. With respect to an investment adviser, a natural person, including, but not limited to, a partner, an officer, a director, or a branch manager, or a person occupying a similar status or performing similar functions, who: a. Is employed by or associated with, or is subject to the supervision and control of, an investment adviser registered or required to be registered under this chapter; and b. Does any of the following: (I) Makes any recommendation or otherwise gives investment advice regarding securities. (II) Manages accounts or portfolios of clients. (III) Determines which recommendations or advice regarding securities should be given. (IV) Receives compensation to solicit, offer, or negotiate for the sale of investment advisory services. (V) Supervises employees who perform a function under this sub-subparagraph. 2. The term does not include the following: a. An investment adviser. b. An employee whose function is only clerical or ministerial. (c) With respect to a federal covered adviser, a natural person who is an investment adviser representative and who has a place of business in this state, as such terms are defined in Rule 203A-3 of the Securities and Exchange Commission adopted under the Investment Advisers Act of 1940, as amended. (5) “Boiler room” means an enterprise in which two or more persons in a common scheme or enterprise solicit potential investors through telephone calls, e-mail, text messages, social media, chat rooms, or other electronic means. (6) “Branch manager” means a natural person who administers or supervises the affairs or operations of a branch office. (7) “Branch office” means any location in this state of a dealer or investment adviser at which one or more associated persons regularly conduct the business of rendering investment advice or effecting any transactions in, or inducing or attempting to induce the purchase or sale of, any security or any location that is held out as such. The commission may adopt by rule exceptions to this definition for dealers in order to maintain consistency with the definition of a branch office used by self-regulatory organizations authorized by the Securities and Exchange Commission, including, but not limited to, the Financial Industry Regulatory Authority. The commission may adopt by rule exceptions to this definition for investment advisers. (8) “Business entity” means any corporation, partnership, limited partnership, limited liability company, proprietorship, firm, enterprise, franchise, association, self-employed individual, or trust, which may or may not be fictitiously named, doing business in this state. (9) “Commission” means the Financial Services Commission. (10) “Control,” including the terms “controlling,” “controlled by,” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract, or otherwise. (11) “Corporation” has the same meaning as the terms “corporation,” “domestic corporation,” or “foreign corporation” in s. 607.01401. (12)(a) “Dealer” includes, unless otherwise specified, a person, other than an associated person of a dealer, that engages, for all or part of the person’s time, directly or indirectly, as agent or principal in the business of offering, buying, selling, or otherwise dealing or trading in securities issued by another person. (b) The term “dealer” does not include any of the following: 1. A licensed practicing attorney who renders or performs any such services in connection with the regular practice of the attorney’s profession. 2. A bank authorized to do business in this state, except nonbank subsidiaries of a bank. 3. A trust company having trust powers that it is authorized to exercise in this state, which renders or performs services in a fiduciary capacity incidental to the exercise of its trust powers. 4. A wholesaler selling exclusively to dealers. 5. A person buying and selling for the person’s own account exclusively through a registered dealer or stock exchange. 6. An issuer. 7. A natural person representing an issuer in the purchase, sale, or distribution of the issuer’s own securities if such person: a. Is an officer, a director, a limited liability company manager or managing member, or a bona fide employee of the issuer; b. Has not participated in the distribution or sale of securities for any issuer for which such person was, within the preceding 12 months, an officer, a director, a limited liability company manager or managing member, or a bona fide employee; c. 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 d. Does not receive a commission, compensation, or other consideration for the completed sale of the issuer’s securities apart from the compensation received for regular duties to the issuer. (13) “Director” means a person appointed or elected to sit on a board that manages the affairs of a corporation or other organization by electing or exercising control over its officers. (14) “Federal covered adviser” means a person that is registered or required to be registered under s. 203 of the Investment Advisers Act of 1940, as amended. The term does not include any person that is excluded from the definition of investment adviser under subparagraphs (20)(b)1.-7. and 9. (15) “Federal covered security” means a security that is a covered security under s. 18(b) of the Securities Act of 1933, as amended, or rules and regulations adopted thereunder. (16) “General partner” has the same meaning as in s. 620.1102. The term includes a co-owner or manager of a partnership who has unlimited liability for the partnership’s debts. (17) “Guarantor” means a person that agrees in writing, or that holds itself out to the public as agreeing, to pay the indebtedness of another when due, including, without limitation, payments of principal and interest on a bond, debenture, note, or other evidence of indebtedness, without resort by the holder to any other obligor, whether or not such writing expressly states that the person signing is signing as a guarantor. The obligation of a guarantor hereunder shall be a continuing, absolute, and unconditional guaranty of payment, without regard to the validity, regularity, or enforceability of the underlying indebtedness. (18) “Guaranty” means an agreement in writing in which one party either agrees, or holds itself out to the public as agreeing, to pay the indebtedness of another when due, including, without limitation, payments of principal and interest on a bond, debenture, note, or other evidence of indebtedness, without resort by the holder to any other obligor, whether or not such writing expressly states that the person signing is signing as a guarantor. An agreement that is not specifically denominated as a guaranty shall nevertheless constitute a guaranty if the holder of the underlying indebtedness or the holder’s representative or trustee has the right to sue to enforce the guarantor’s obligations under the guaranty. Words of guaranty or equivalent words that otherwise do not specify guaranty of payment create a presumption that payment, rather than collection, is guaranteed by the guarantor. Any guaranty in writing is enforceable notwithstanding any statute of frauds. (19) “Intermediary” means a person that facilitates through its website the offer or sale of securities of an issuer with a principal place of business in this state. (20)(a) “Investment adviser” means a person, other than an associated person of an investment adviser or a federal covered adviser, that receives compensation, directly or indirectly, and engages for all or part of the person’s time, directly or indirectly, or through publications or writings, in the business of advising others as to the value of securities or as to the advisability of investments in, purchasing of, or selling of securities. (b) The term does not include any of the following: 1. A dealer or an associated person of a dealer whose performance of services in paragraph (a) is solely incidental to the conduct of the dealer’s or associated person’s business as a dealer and who does not receive special compensation for those services. 2. A licensed practicing attorney or certified public accountant whose performance of such services is solely incidental to the practice of the attorney’s or accountant’s profession. 3. A bank authorized to do business in this state. 4. A bank holding company as defined in the Bank Holding Company Act of 1956, as amended, authorized to do business in this state. 5. A trust company having trust powers, as defined in s. 658.12, which it is authorized to exercise in this state, which trust company renders or performs investment advisory services in a fiduciary capacity incidental to the exercise of its trust powers. 6. A person that renders investment advice exclusively to insurance or investment companies. 7. A person that, during the preceding 12 months, has fewer than six clients who are residents of this state. As used in this subparagraph, the term “client” has the same meaning as provided in Securities and Exchange Commission Rule 275.222-2, 17 C.F.R. s. 275.222-2, as amended. 8. A federal covered adviser. 9. The United States, a state, or any political subdivision of a state, or any agency, authority, or instrumentality of any such entity; a business entity that is wholly owned directly or indirectly by such a governmental entity; or any officer, agent, or employee of any such governmental or business entity who is acting within the scope of his or her official duties. (21) “Issuer” means a person that proposes to issue, has issued, or shall hereafter issue any security. A person that acts as a promoter for and on behalf of a corporation, trust, partnership, limited liability company, association, or other legal entity of any kind to be formed shall be deemed an issuer. (22) “Limited liability company” has the same meaning as in s. 605.0102. The term includes a foreign limited liability company as defined in s. 605.0102. (23) “Limited liability company manager” or “limited liability managing member” means a person who is responsible alone, or in concert with others, for performing the management functions of a limited liability company. (24) “Limited partner” has the same meaning as in s. 620.1102. The term includes a co-owner of a partnership who has limited liability for the partnership’s debts. (25) “Offer to sell,” “offer for sale,” or “offer” means an attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, or an investment or interest in an investment, for value. (26) “Office” means the Office of Financial Regulation of the commission. (27) “Partnership” means two or more persons who are the co-owners of a business, including those operating as a foreign limited liability limited partnership, a foreign limited partnership, a limited liability limited partnership, or a limited partnership as those terms are defined in s. 620.1102. (28) “Predecessor” means a person whose major portion of assets has been acquired directly or indirectly by an issuer. (29) “Principal” means an executive officer of a corporation, partner of a partnership, sole proprietor of a sole proprietorship, trustee of a trust, or any other person with similar supervisory functions with respect to any organization, whether incorporated or unincorporated. (30) “Promoter” includes the following: (a) A person that, acting alone or in conjunction with one or more other persons, directly or indirectly takes the initiative in founding and organizing the business or enterprise of an issuer. (b) A person that, in connection with the founding or organizing of the business or enterprise of an issuer, directly or indirectly receives in consideration of services or property, or both services and property, 10 percent or more of any class of securities of the issuer or 10 percent or more of the proceeds from the sale of any class of securities. However, a person that receives such securities or proceeds either solely as underwriting commissions or solely in connection with property shall not be deemed a promoter if such person does not otherwise take part in founding and organizing the enterprise. (31) “Qualified institutional buyer” means a qualified institutional buyer, as defined in Securities and Exchange Commission Rule 144A, 17 C.F.R. s. 230.144A(a), under the Securities Act of 1933, as amended, or any foreign buyer that satisfies the minimum financial requirements set forth in such rule. (32) “Sale” or “sell” means a contract of sale or disposition of an investment, security, or interest in a security, for value. With respect to a security or interest in a security, the term does not include preliminary negotiations or agreements between an issuer or any person on whose behalf an offering is to be made and any underwriter or among underwriters who are or are to be in privity of contract with an issuer. Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing shall be conclusively presumed to constitute a part of the subject of such purchase and to have been offered and sold for value. Every sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer, as well as every sale or offer of a security which gives the holder a present or future right or privilege to convert into another security or another issuer, is considered to include an offer of the other security. (33) “Security” includes any of the following: (a) A note. (b) A stock. (c) A treasury stock. (d) A bond. (e) A debenture. (f) An evidence of indebtedness. (g) A certificate of deposit. (h) A certificate of deposit for a security. (i) A certificate of interest or participation. (j) A whiskey warehouse receipt or other commodity warehouse receipt. (k) A certificate of interest in a profit-sharing agreement or the right to participate therein. (l) A certificate of interest in an oil, gas, petroleum, mineral, or mining title or lease or the right to participate therein. (m) A collateral trust certificate. (n) A reorganization certificate. (o) A preorganization subscription. (p) A transferable share. (q) An investment contract. (r) A beneficial interest in title to property, profits, or earnings. (s) An interest in or under a profit-sharing or participation agreement or scheme. (t) An option contract that entitles the holder to purchase or sell a given amount of the underlying security at a fixed price within a specified period of time. (u) Any other instrument commonly known as a security, including an interim or temporary bond, debenture, note, or certificate. (v) A receipt for a security, or for subscription to a security, or a right to subscribe to or purchase any security. (w) A viatical settlement investment. (34) “Trust” has the same meaning as in s. 731.201. (35) “Underwriter” means a person that has purchased from an issuer or an affiliate of an issuer with a view to, or offers or sells for an issuer or an affiliate of an issuer in connection with, the distribution of any security, or participates or has a direct or indirect participation in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such undertaking; except that a person is presumed not to be an underwriter with respect to any security which it has owned beneficially for at least 1 year; and, further, a dealer is not considered an underwriter with respect to any securities which do not represent part of an unsold allotment to or subscription by the dealer as a participant in the distribution of such securities by the issuer or an affiliate of the issuer; and, further, in the case of securities acquired on the conversion of another security without payment of additional consideration, the length of time such securities have been beneficially owned by a person includes the period during which the convertible security was beneficially owned and the period during which the security acquired on conversion has been beneficially owned. (36) “Viatical settlement investment” means an agreement for the purchase, sale, assignment, transfer, devise, or bequest of all or any portion of a legal or equitable interest in a viaticated policy as defined in chapter 626. History. — s. 1, ch. 78-435; s. 147, ch. 79-164; ss. 1, 15, ch. 79-381; s. 5, ch. 80-254; ss. 1, 6, ch. 81-115; ss. 2, 3, ch. 81-318; s. 1, ch. 83-184; s. 3, ch. 83-265; s. 2, ch. 84-159; s. 2, ch. 85-165; s. 3, ch. 86-85; s. 3, ch. 87-237; s. 2, ch. 87-316; ss. 1, 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 5, ch. 97-35; s. 682, ch. 97-103; ss. 1, 2, ch. 97-224; s. 1, ch. 98-221; s. 32, ch. 99-7; s. 50, ch. 2000-154; s. 583, ch. 2003-261; s. 93, ch. 2004-5; s. 1, ch. 2005-237; s. 32, ch. 2006-213; s. 2, ch. 2009-242; s. 1, ch. 2015-171; s. 1, ch. 2023-205; s. 1, ch. 2024-168; s. 1, ch. 2025-28. 517.03 Rulemaking; immunity for acts in conformity with rules. (1) The office shall administer and provide for the enforcement of all the provisions of this chapter. The commission may adopt rules pursuant to ss. 120.536(1) and 120.54 to implement the provisions of this chapter conferring powers or duties upon the office, including, without limitation, adopting rules and forms governing reports. The commission shall also have the nonexclusive power to define by rule any term, whether or not used in this chapter, insofar as the definition is not inconsistent with the provisions of this chapter. (2) No provision of this chapter imposing liability shall apply to an act done, or omitted to be done, in conformity with a rule of the commission in existence at the time of the act or omission, even though such rule may thereafter be amended or repealed or determined by judicial or other authority to be invalid for any reason. History. — s. 2, ch. 14899, 1931; CGL 1936 Supp. 6002(3); s. 1, ch. 59-423; s. 2, ch. 65-454; ss. 12, 35, ch. 69-106; s. 196, ch. 71-377; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 15, ch. 79-381; ss. 4, 5, ch. 80-254; ss. 2, 3, ch. 81-318; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 179, ch. 98-200; s. 584, ch. 2003-261. 517.051 Exempt securities. The exemptions provided herein from the registration requirements of s. 517.07 are self-executing and do not require any filing with the office prior to claiming such exemption. Any person who claims entitlement to any of these exemptions bears the burden of proving such entitlement in any proceeding brought under this chapter. The registration provisions of s. 517.07 do not apply to any of the following securities; however, such transactions are subject to s. 517.301: (1) A security issued or guaranteed by the United States or any territory or insular possession of the United States, by the District of Columbia, or by any state of the United States or by any political subdivision or agency or other instrumentality thereof. (a) Except as provided in paragraph (b), no person shall directly or indirectly offer or sell securities, other than general obligation bonds, described under this subsection if the issuer or guarantor is in default or has been in default any time after December 31, 1975, as to principal or interest: 1. With respect to an obligation issued by the issuer or successor of the issuer; or 2. With respect to an obligation guaranteed by the guarantor or successor of the guarantor, except by an offering circular containing a full and fair disclosure as prescribed by rule of the commission. (b) Paragraph (a) applies to a security that is an industrial or commercial development bond unless payments are made or unconditionally guaranteed by a person whose securities are exempt from registration under s. 18(b)(1) of the Securities Act of 1933, as amended. (2) A security issued or guaranteed by any foreign government with which the United States is maintaining diplomatic relations at the time of the sale or offer of sale of the security, or by any state, province, or political subdivision thereof having the power of taxation or assessment, which security is recognized at the time it is offered for sale in this state as a valid obligation by such foreign government or by such state, province, or political subdivision thereof issuing the security. (3) A security issued by and which represents or will represent an interest in or a direct obligation of, or be guaranteed by, any of the following: (a) An international bank of which the United States is a member. (b) A bank organized under the laws of the United States. (c) A member bank of the Federal Reserve System. (d) A depository institution, when a substantial portion of its business consists of or will consist of receiving deposits or share accounts that are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund. (4) A security issued or guaranteed, as to principal, interest, or dividend, by a business entity owning or operating a railroad, another common carrier, or any other public service utility; provided that such business entity is subject to regulation or supervision whether as to its rates and charges or as to the issue of its own securities by a public commission, board, or officer of the government of the United States, of any state, territory, or insular possession of the United States, of any municipality located therein, of the District of Columbia, or of the Dominion of Canada or of any province thereof; also equipment securities based on chattel mortgages, leases, or agreements for conditional sale of cars, motive power, or other rolling stock mortgaged, leased, or sold to or furnished for the use of or upon such railroad or other public service utility corporation or where the ownership or title of such equipment is pledged or retained in accordance with the laws of the United States or of any state or of the Dominion of Canada to secure the payment of such equipment securities; and also bonds, notes, or other evidences of indebtedness issued by a holding corporation and secured by collateral consisting of any securities hereinabove described; provided, further, that the collateral securities equal in fair value at least 125 percent of the par value of the bonds, notes, or other evidences of indebtedness so secured. (5) A security issued or guaranteed by any of the following which are subject to the examination, supervision, or control of this state or of the Federal Deposit Insurance Corporation or the National Credit Union Association: (a) A bank, (b) A trust company, (c) A savings institution, (d) A building or savings and loan association, (e) An international development bank, or (f) A credit union; or the initial subscription for equity securities of any institution listed in paragraphs (a)-(f), provided such institution is subject to the examination, supervision, or control of this state. (6) A security, other than common stock, providing for a fixed return, which security has been outstanding in the hands of the public for a period of not less than 5 years, and upon which security no default in payment of principal or failure to pay the fixed return has occurred for an immediately preceding period of 5 years. (7) Securities of nonprofit agricultural cooperatives organized under the laws of this state when the securities are sold or offered for sale to persons principally engaged in agricultural production or selling agricultural products. (8) Shares or other equity interests of a business entity which represent ownership or entitle the holders of such shares or other equity interests to possession and occupancy of specific apartment units in property owned by such business entity and organized and operated on a cooperative basis, solely for residential purposes. (9) A member’s or owner’s interest in, or a retention certificate or like security given in lieu of a cash patronage dividend issued by, a not-for-profit membership entity operated either as a cooperative under the cooperative laws of a state or in accordance with the cooperative provisions of subchapter T of chapter 1 of subtitle A of the United States Internal Revenue Code, as amended, but not a member’s or owner’s interest, retention certificate, or like security sold or transferred to a person other than: (a) A bona fide member of the not-for-profit membership entity; or (b) A person who becomes a bona fide member of the not-for-profit membership entity at the time of or in connection with the sale or transfer. (10) A security issued by a business entity organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, or reformatory purposes and not for pecuniary profit, no part of the net earnings of which inures to the benefit of any private stockholder or individual, or any security of a fund that is excluded from the definition of an investment company under s. 3(c)(10)(B) of the Investment Company Act of 1940, as amended; provided that a person may not directly or indirectly offer or sell securities under this subsection except by an offering circular containing full and fair disclosure, as prescribed by the rules of the commission, of all material information, including, but not limited to, a description of the securities offered and terms of the offering, a description of the nature of the issuer’s business, a statement of the purpose of the offering and the intended application by the issuer of the proceeds thereof, and financial statements of the issuer prepared in conformance with United States generally accepted accounting principles. Section 6(c) of the Philanthropy Protection Act of 1995, Pub. L. No. 104-62, does not preempt any provision of this chapter. (11) Any insurance or endowment policy or annuity contract or optional annuity contract or self-insurance agreement issued by a business entity, insurance company, reciprocal insurer, or risk retention group subject to the supervision of the insurance regulator or bank regulator, or any agency or officer performing like functions, of any state or territory of the United States or the District of Columbia. History. — s. 1, ch. 78-435; ss. 3, 15, ch. 79-381; s. 5, ch. 80-254; ss. 2, 6, ch. 81-115; ss. 2, 3, ch. 81-318; s. 3, ch. 83-265; s. 2, ch. 84-159; s. 3, ch. 85-165; s. 2, ch. 86-82; s. 4, ch. 86-85; s. 41, ch. 86-160; s. 4, ch. 87-237; s. 3, ch. 87-316; s. 1, ch. 88-187; ss. 2, 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 1, ch. 92-45; s. 1, ch. 96-338; s. 3, ch. 97-224; s. 2, ch. 98-221; s. 585, ch. 2003-261; s. 33, ch. 2006-213; s. 2, ch. 2024-168. 517.061 Exempt transactions. Except as otherwise provided in subsection (11), the exemptions provided herein from the registration requirements of s. 517.07 are self-executing and do not require any filing with the office before being claimed. Any person who claims entitlement to an exemption under this section bears the burden of proving such entitlement in any proceeding brought under this chapter. The registration provisions of s. 517.07 do not apply to any of the following transactions; however, such transactions are subject to s. 517.301: (1)(a) Any judicial sale or any sale by an executor, an administrator, a guardian, or a conservator; any sale by a receiver or trustee in insolvency or bankruptcy; any sale by an assignee as defined in s. 727.103, with respect to an assignment as defined in that section; or any transaction incident to a judicially approved reorganization in which a security is issued in exchange for one or more outstanding securities, claims, or property interests. (b) Except for a security exchanged in a case brought under Title 11 of the United States Code, a security issued in exchange for one or more bona fide outstanding securities, claims, or property interests, or partly in such exchange and partly for cash, if the terms and conditions of such issuance and exchange are approved: 1. By a court, an official or agency of the United States, a banking or insurance commission of a state or territory of the United States, or another governmental authority expressly authorized by law to grant such approval. 2. After a hearing upon the fairness of such terms and conditions and at which all persons to whom issuance of securities in such exchange is proposed have the right to appear. (2) The issuance of notes or bonds in connection with the acquisition of real property or renewals thereof, if such notes or bonds are issued to the sellers of, and are secured by all or part of, the real property so acquired. (3) A transaction involving a stock dividend or equivalent equity distribution, regardless of whether the business entity distributing the dividend or equivalent equity distribution is the issuer, if nothing of value is given by stockholders or other equity holders for the dividend or equivalent equity distribution other than the surrender of a right to a cash or property dividend in the event that each stockholder or other equity holder may elect to take the dividend or equivalent equity distribution in cash, property, or stock. (4) A transaction under an offer to existing security holders of the issuer, including persons that at the date of the transaction are holders of convertible securities, options, or warrants, if a commission or other remuneration is not paid or given, directly or indirectly, for soliciting a security holder in this state. (5) The issuance of securities to such equity security holders or creditors of a business entity in the process of a reorganization of such business entity, made in good faith and not for the purpose of evading this chapter, either in exchange for the securities of such equity security holders or claims of such creditors or partly for cash and partly in exchange for the securities or claims of such equity security holders or creditors. (6) A transaction involving the distribution of the securities of an issuer to the security holders of another person in connection with a merger, consolidation, exchange of securities, sale of assets, or other reorganization to which the issuer, or the issuer’s parent or subsidiary, and the other person, or the person’s parent or subsidiary, are parties. (7) The offer or sale of securities, solely in connection with the transfer of ownership of an eligible privately held company, through a merger and acquisition broker in accordance with s. 517.12(22). (8) The offer or sale of securities under a bona fide employee stock purchase, savings, option, profit-sharing, pension, or similar employee benefit plan, including any securities, plan interests, and guarantees issued under a compensatory benefit plan or compensation contract, contained in a record, established by the issuer, its parents, its majority-owned subsidiaries, or the majority-owned subsidiaries of the issuer’s parent for the participation of the issuer’s employees, directors, managers, managing members, general partners, trustees, officers, consultants, or advisors, and their family members who acquire such securities from such persons through gifts or domestic relations orders. This includes offers or sales of such securities to all of the following persons: (a) Former employees, directors, managers, managing members, general partners, trustees, officers, consultants, or advisors, provided that the securities are issued to such persons in connection with their prior employment by or services provided to the issuer. (b) Insurance agents who are exclusive insurance agents of the issuer, or of the issuer’s parents or subsidiaries, or who derive more than 50 percent of their annual income from such persons. (9) The offer or sale of securities to: (a) A bank, trust company, savings institution, insurance company, dealer, investment company as defined in the Investment Company Act of 1940, 15 U.S.C. s. 80a-3, as amended, pension or profit-sharing trust, or qualified institutional buyer, whether any of such entities is acting in its individual or fiduciary capacity. (b) A savings and loan association, building and loan association, cooperative bank, or credit union, which is supervised and examined by a state or federal authority having supervision over any such institution. (c) A federal covered adviser; investment adviser registered pursuant to the laws of a state; exempt reporting adviser or private fund adviser as those terms are defined in s. 517.12(23)(a)2. and 3., respectively; investment adviser relying on the exemption from registering with the Securities and Exchange Commission under s. 203(l) or (m) of the Investment Advisers Act of 1940, as amended; business development company as defined in s. 2(a)(48) of the Investment Company Act of 1940, as amended; or business development company as defined in s. 202(a)(22) of the Investment Advisers Act of 1940, as amended. (d) A small business investment company licensed by the Small Business Administration under s. 301(c) of the Small Business Investment Act of 1958, as amended, or rural business investment company as defined in s. 384A of the Consolidated Farm and Rural Development Act. (e) A plan established and maintained by a state, a political subdivision thereof, or any agency or instrumentality of a state or a political subdivision, for the benefit of its employees, if such plan has total assets in excess of $5 million, an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as described in s. 3(21) of such act, which is a bank, savings and loan association, insurance company, or federal covered adviser, or if the employee benefit plan has total assets in excess of $5 million or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors. (f) An organization described in s. 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts trust or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5 million. (g) A trust, with total assets in excess of $5 million, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Securities and Exchange Commission Rule 506(b)(2)(ii), 17 C.F.R. s. 230.506(b)(2)(ii), as amended. (h) An entity of a type not listed in paragraphs (a)-(g) or paragraph (j) which owns investments as defined in Securities and Exchange Commission Rule 2a51-1(b), 17 C.F.R. s. 270.2a51-1(b), as amended, in excess of $5 million and is not formed for the specific purpose of acquiring the securities offered. (i) A family office as defined in Securities and Exchange Commission Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, 17 C.F.R. s. 275.202(a)(11)(G)-1, as amended, provided that: 1. The family office has assets under management in excess of $5 million; 2. The family office is not formed for the specific purpose of acquiring the securities offered; and 3. The prospective investment of the family office is directed by a person who has knowledge and experience in financial and business matters that the family office is capable of evaluating the merits and risks of the prospective investment. (j) An entity in which all of the equity owners are described in paragraphs (a)-(i). (10)(a) The offer or sale, by or on behalf of an issuer, of its own securities if the offer or sale is part of an offering made in accordance with all of the following conditions: 1. There are no more than 35 purchasers, or the issuer reasonably believes that there are no more than 35 purchasers, of the securities of the issuer in this state during an offering made in reliance upon this subsection or, if such offering continues for a period in excess of 12 months, in any consecutive 12-month period. 2. Neither the issuer nor any person acting on behalf of the issuer offers or sells securities pursuant to this subsection by means of any form of general solicitation or general advertising in this state. 3. Before the sale, each purchaser or the purchaser’s representative, if any, is provided with, or given reasonable access to, full and fair disclosure of all material information, which must include written notification of a purchaser’s right to void the sale under subparagraph 4. 4. Any sale made pursuant to this subsection is voidable by the purchaser within 3 days after the first tender of consideration is made by such purchaser to the issuer by notifying the issuer that the purchaser expressly voids the purchase. The purchaser’s notice to the issuer must be sent by e-mail to the issuer’s e-mail address set forth in the disclosure document provided to the purchaser or purchaser’s representative or by hand delivery, courier service, or other method by which written proof of delivery to the issuer of the purchaser’s election to rescind the purchase is evidenced. (b) The following purchasers are excluded from the calculation of the number of purchasers under subparagraph (a)1.: 1. Any spouse or child of the purchaser or any related family member who has the same principal residence as such purchaser. 2. A trust or estate in which a purchaser, any of the persons related to such purchaser specified in subparagraph 1., and any business entity specified in subparagraph 3., collectively, have more than 50 percent of the beneficial interest, excluding any contingent interest. 3. A business entity in which a purchaser, any of the persons related to such purchaser specified in subparagraph 1., and any trust or estate specified in subparagraph 2., collectively, are beneficial owners of more than 50 percent of the equity securities or equity interest. 4. An accredited investor. A business entity must be counted as one purchaser. However, if the business entity is organized for the specific purpose of acquiring the securities offered and is not an accredited investor, each beneficial owner of equity securities or equity interests in the business entity must be counted as a separate purchaser. A noncontributory employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 must be counted as one purchaser if the trustee makes all investment decisions for the plan. (11) Offers or sales of securities by an issuer in a transaction that meets all of the following conditions: (a) The offers or sales of securities are made only to persons who are, or who the issuer reasonably believes are, accredited investors. (b) The issuer is not a business entity that has an undefined business operation, lacks a business plan, lacks a stated investment goal for the funds being raised, or plans to engage in a merger or acquisition with an unspecified business entity. (c) The issuer reasonably believes that all purchasers are purchasing for investment and not with the view to or for sale in connection with a distribution of the security. Any resale of a security sold in reliance on this exemption within 12 months after sale is presumed to be with a view to distribution and not for investment, except a resale pursuant to a registration statement effective under this chapter or pursuant to an exemption available under this chapter, the Securities Act of 1933, as amended, or the rules and regulations adopted thereunder. (d)1. A general announcement of the proposed offering, made by any means, includes only the following information: a. The name, address, and telephone number of the issuer of the securities. b. The name, a brief description, and price, if known, of any security to be issued. c. A brief description of the business. d. The type, number, and aggregate amount of securities being offered. e. The name, address, and telephone number of the person to contact for additional information. f. A statement that: (I) Sales will be made only to accredited investors; (II) Money or other consideration is not being solicited and will not be accepted by way of this general announcement; and (III) The securities have not been registered with or approved by any state securities agency or the Securities and Exchange Commission and are being offered and sold pursuant to an exemption from registration. 2. The issuer may, in connection with an offer, provide information in addition to the information provided in the general announcement as specified in subparagraph 1. if such information is delivered: a. Through an electronic database that is restricted to persons who have been prequalified as accredited investors; or b. After the issuer reasonably believes that the prospective purchaser is an accredited investor. (e) The issuer does not use telephone solicitation unless, before placing the call, the issuer reasonably believes that the prospective purchaser to be solicited is an accredited investor. (f) The issuer files with the office a notice of transaction on a form prescribed by commission rule, an irrevocable written consent to service of civil process in accordance with s. 517.101, and a copy of the general announcement within 15 days after the first sale is made in this state. The commission may adopt by rule procedures for filing documents by electronic means. (g) Dissemination of the general announcement of the proposed offering to persons who are not accredited investors does not disqualify the issuer from claiming the exemption under this subsection. (12) The isolated sale or offer for sale of securities when made by or on behalf of a bona fide owner, not the issuer or underwriter, of the securities, who disposes of such securities for the owner’s own account, and such sale is not made directly or indirectly for the benefit of the issuer or an underwriter of such securities or for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading this chapter. For purposes of this subsection, isolated offers or sales include, but are not limited to, an isolated offer or sale made by or on behalf of a bona fide owner, rather than the issuer or underwriter, of the securities if: (a) The offer or sale of securities is in a transaction satisfying all of the conditions specified in paragraphs (10)(a) and (b); or (b) The offer or sale of securities is in a transaction exempt under s. 4(a)(1) of the Securities Act of 1933, as amended, or under Securities and Exchange Commission rules or regulations. (13) By or for the account of a pledgeholder, a secured party as defined in s. 679.1021(1), or a mortgagee selling or offering for sale or delivery in the ordinary course of business and not for the purposes of avoiding this chapter, to liquidate a bona fide debt, a security pledged in good faith as security for such debt. (14) An unsolicited purchase or sale of securities on order of, and as the agent for, another solely and exclusively by a dealer registered pursuant to s. 517.12; provided that this exemption applies solely and exclusively to such registered dealers and does not authorize or permit the purchase or sale of securities at the direction of, and as agent for, another by any person other than a dealer so registered; and provided further that such purchase or sale may not be directly or indirectly for the benefit of the issuer or an underwriter of such securities or for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading this chapter. (15) A nonissuer transaction with a federal covered adviser with investments under management in excess of $100 million acting in the exercise of discretionary authority in a signed record for the account of others. (16) The sale by or through a registered dealer of any securities option if, at the time of the sale of the option: (a) The performance of the terms of the option is guaranteed by any dealer registered under the Securities Exchange Act of 1934, as amended, which guaranty and dealer are in compliance with such requirements or rules as may be approved or adopted by the commission; or (b)1. Such options transactions are cleared by the Options Clearing Corporation or any other clearinghouse recognized by commission rule; 2. The option is not sold by or for the benefit of the issuer of the underlying security; and 3. The underlying security may be purchased or sold on a recognized securities exchange registered under the Securities Exchange Act of 1934, as amended. (17)(a) The offer or sale of securities, as agent or principal, by a dealer registered pursuant to s. 517.12, when such securities are offered or sold at a price reasonably related to the current market price of such securities, provided that such securities are: 1. Securities of an issuer for which reports are required to be filed by s. 13 or s. 15(d) of the Securities Exchange Act of 1934, as amended; 2. Securities of a company registered under the Investment Company Act of 1940, as amended; 3. Securities of an insurance company, as that term is defined in s. 2(a)(17) of the Investment Company Act of 1940, as amended; or 4. Securities, other than any security that is a federal covered security and is not subject to any registration or filing requirements under this chapter, that have been listed or approved for listing upon notice of issuance by a securities exchange registered under the Securities Exchange Act of 1934, as amended; and all securities senior to any securities so listed or approved for listing upon notice of issuance, or represented by subscription rights which have been so listed or approved for listing upon notice of issuance, or evidences of indebtedness guaranteed by an issuer with a class of securities listed or approved for listing upon notice of issuance by such securities exchange, such securities to be exempt only so long as such listings or approvals remain in effect. The exemption provided in this subparagraph does not apply when the securities are suspended from listing approval for listing or trading. (b) The exemption provided in this subsection does not apply if the sale is made for the direct or indirect benefit of an issuer or a control person of such issuer or if such securities constitute the whole or part of an unsold allotment to, or subscription or participation by, a dealer as an underwriter of such securities. (c) The exemption provided in this subsection is not available for any securities that have been denied registration pursuant to s. 517.111. Additionally, the office may deny this exemption with reference to any particular security, other than a federal covered security, by order published in such manner as the office finds proper. (18) Any nonissuer transaction by a registered dealer, and any resale transaction by a sponsor of a unit investment trust registered under the Investment Company Act of 1940, as amended, in a security of a class that has been outstanding in the hands of the public for at least 90 days; provided that, at the time of the transaction, the following conditions in paragraphs (a)-(c) and either paragraph (d) or paragraph (e) are met: (a) The issuer of the security is actually engaged in business and is not in the organizational stage or in bankruptcy or receivership and is not a blank check, blind pool, or shell company whose primary plan of business is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person. (b) The security is sold at a price reasonably related to the current market price of the security. (c) The security does not constitute the whole or part of an unsold allotment to, or a subscription or participation by, the dealer as an underwriter of the security. (d) The security is listed in a nationally recognized securities manual designated by rule of the commission or a document filed with and publicly viewable through the Securities and Exchange Commission electronic data gathering and retrieval system and contains: 1. A description of the business and operations of the issuer. 2. The names of the issuer’s officers and directors, if any, or, in the case of an issuer not domiciled in the United States, the corporate equivalents of such persons in the issuer’s country of domicile. 3. An audited balance sheet of the issuer as of a date within 18 months before such transaction or, in the case of a reorganization or merger in which parties to the reorganization or merger had such audited balance sheet, a pro forma balance sheet. 4. An audited income statement for each of the issuer’s immediately preceding 2 fiscal years, or for the period of existence of the issuer, if in existence for less than 2 years or, in the case of a reorganization or merger in which the parties to the reorganization or merger had such audited income statement, a pro forma income statement. (e)1. The issuer of the security has a class of equity securities listed on a national securities exchange registered under the Securities Exchange Act of 1934, as amended; 2. The class of security is quoted, offered, purchased, or sold through an alternative trading system registered under Securities and Exchange Commission Regulation ATS, 17 C.F.R. s. 242.301, as amended, and the issuer of the security has made current information publicly available in accordance with Securities and Exchange Commission Rule 15c2-11, 17 C.F.R. s. 240.15c2-11, as amended; 3. The issuer of the security is a unit investment trust registered under the Investment Company Act of 1940, as amended; 4. The issuer of the security has been engaged in continuous business, including predecessors, for at least 3 years; or 5. The issuer of the security has total assets of at least $2 million based on an audited balance sheet as of a date within 18 months before such transaction or, in the case of a reorganization or merger in which parties to the reorganization or merger had such audited balance sheet, a pro forma balance sheet. (19) The offer or sale of any security effected by or through a person in compliance with s. 517.12(17). (20)(a) A nonissuer transaction in an outstanding security by or through a dealer registered or exempt from registration under this chapter, if, at the time of the transaction, all of the following conditions are met: 1. The issuer is a reporting issuer in a foreign jurisdiction, and the issuer has been subject to continuous reporting requirements in such foreign jurisdiction for not less than 180 days before the transaction. 2. The security is listed on a foreign securities exchange or foreign securities market designated by commission rule, is a security of the same issuer which is of senior or substantially equal rank to the listed security, or is a warrant or right to purchase or subscribe to any such security. (b) The commission shall consider all of the following in designating a foreign securities exchange or foreign securities market for purposes of this subsection: 1. Organization under foreign law. 2. Association with a community of dealers, financial institutions, or other professional intermediaries with an established operating history. 3. Oversight by a governmental or self-regulatory body. 4. Oversight standards set by general law. 5. Reporting of securities transactions on a regular basis to a governmental or self-regulatory body. 6. A system for exchange of price quotations through common communications media. 7. An organized clearance and settlement system. 8. Listing in Securities and Exchange Commission Regulation S Rule 902, 17 C.F.R. s. 230.902, as amended. If, after an administrative hearing in compliance with ss. 120.569 and 120.57, the office finds that revocation is necessary or appropriate in furtherance of the public interest and for the protection of investors, it may revoke the designation of a foreign securities exchange or foreign securities market. (21) Other transactions exempted by commission rule upon a finding by the office that the application of s. 517.07 to a particular transaction is not necessary or appropriate in furtherance of the public interest and for the protection of investors due to the small dollar amount of the securities involved or the limited character of the offering. In conjunction with its adoption by rule of such exemptions, the commission may exempt persons selling or offering for sale securities in such a transaction from the registration requirements of s. 517.12. A rule adopted by the commission under this subsection may not have the effect of narrowing or limiting any exemption specified in this section. History. — s. 1, ch. 78-435; ss. 4, 15, ch. 79-381; ss. 1, 5, ch. 80-254; ss. 1, 3, ch. 80-403; ss. 3, 6, ch. 81-115; ss. 2, 3, ch. 81-318; s. 2, ch. 83-184; s. 3, ch. 83-265; s. 3, ch. 84-159; s. 4, ch. 85-165; s. 5, ch. 86-85; ss. 3, 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 2, ch. 92-45; s. 2, ch. 96-338; s. 1166, ch. 97-103; s. 3, ch. 98-221; s. 586, ch. 2003-261; s. 34, ch. 2006-213; s. 2, ch. 2015-171; s. 1, ch. 2016-111; s. 14, ch. 2023-205; s. 3, ch. 2024-168; s. 2, ch. 2025-28; s. 136, ch. 2025-92. 517.0611 The Florida Limited Offering Exemption. (1) This section may be cited as “The Florida Limited Offering Exemption.” (2) The registration provisions of s. 517.07 do not apply to a securities transaction conducted in accordance with this section; however, such transaction is subject to s. 517.301. (3) The offer or sale of securities under this section must be conducted in accordance with the requirements of the federal exemption for intrastate offerings in s. 3(a)(11) of the Securities Act of 1933, 15 U.S.C. s. 77c(a)(11), as amended; Securities and Exchange Commission Rule 147, 17 C.F.R. s. 230.147, as amended; or Securities and Exchange Commission Rule 147A, 17. C.F.R. s. 230.147A, as amended. (4) An issuer: (a) Must be a for-profit business entity that maintains its principal place of business and derives its revenues primarily from operations in this state. (b) Must conduct transactions for an offering of $2.5 million or more through a dealer registered with the office or an intermediary registered under s. 517.12. For an offering of less than $2.5 million, the issuer may, but is not required to, use such a dealer or intermediary. (c) May not be, before or as a result of the offering, an investment company as defined in s. 3 of the Investment Company Act of 1940, 15 U.S.C. s. 80a-3, as amended, or subject to the reporting requirements of s. 13 or s. 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. s. 78m or s. 78o(d), as amended. (d) May not be a business entity that has an undefined business operation, lacks a business plan, lacks a stated investment goal for the funds being raised, or plans to engage in a merger or acquisition with an unspecified business entity. (e) May not be subject to a disqualification established by the commission or a disqualification described in s. 517.0616 or s. 517.1611. Each director, officer, manager, managing member, or general partner, or person occupying a similar status or performing a similar function, or person holding more than 20 percent of the equity interest of the issuer, is subject to this paragraph. (f) Must deposit all funds received from investors in an account in a federally insured financial institution authorized to do business in this state and maintain all such funds in the account until the target offering amount has been reached or the offering has been terminated or has expired. If the target offering amount has not been reached within the period specified by the issuer in the disclosure statement provided to investors, or if the offering is terminated or expires, the issuer must refund invested funds to all investors within 10 business days after such occurrence. (g) Must use all funds in accordance with the use of proceeds as disclosed to prospective investors. (5) The issuer must file a notice of the offering with the office, in writing or in electronic form, in a format prescribed by commission rule, together with a nonrefundable filing fee of $200. The filing fee must be deposited into the Regulatory Trust Fund of the office. The commission may adopt rules establishing procedures for the deposit of fees and the filing of documents by electronic means if the procedures provide the office with the information and data required by this section. A notice is effective upon receipt, by the office, of the completed form, filing fee, and an irrevocable written consent to service of civil process, similar to that provided for in s. 517.101. The notice may be terminated by filing with the office a notice of termination. The notice and offering expire 12 months after filing the notice with the office and are not eligible for renewal. The notice must: (a) Be filed with the office at least 10 days before the issuer commences an offering of securities or the offering is displayed on a website of an intermediary in reliance upon the exemption provided by this section. (b) Indicate that the issuer is conducting an offering in reliance upon the exemption provided by this section. (c) Contain the name and contact information, including an e-mail address, of the issuer. (d) Identify any predecessors, owners, officers, directors, general partners, managers, managing members, or any person occupying a similar status or performing a similar function of the issuer, including that person’s title, status as a partner, trustee, or sole proprietor or a similar role, and ownership percentage. (e) Identify the federally insured financial institution into which investor funds will be deposited. (f) If applicable, include the intermediary’s website address where the issuer’s securities will be offered. (g) State the target offering amount and the date, not to exceed 365 days, by which the target amount must be reached in order to avoid term