Florida Statutes 517.082 – Registration by notification; federal registration statements
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(1) Securities offered or sold pursuant to a registration statement filed under the Securities Act of 1933, as amended, are entitled to registration by notification in the manner provided in subsection (2), provided that before the offer or sale the registration statement has become effective.
(2) An application for registration by notification shall be filed with the office, shall contain the following information, and shall be accompanied by all of the following:
(a) An application to sell executed by the issuer, any person on whose behalf the offering is made, a dealer registered under this chapter, or any duly authorized agent of any such person, setting forth the name and address of the applicant, the name and address of the issuer, and the title of the securities to be offered and sold.
Terms Used In Florida Statutes 517.082
- Commission: means the Financial Services Commission. See Florida Statutes 517.021
- 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. See Florida Statutes 517.021
- Issuer: means a person that proposes to issue, has issued, or shall hereafter issue any security. See Florida Statutes 517.021
- 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. See Florida Statutes 517.021
- Office: means the Office of Financial Regulation of the commission. See Florida Statutes 517.021
- 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.
- person: includes individuals, children, firms, associations, joint adventures, partnerships, estates, trusts, business trusts, syndicates, fiduciaries, corporations, and all other groups or combinations. See Florida Statutes 1.01
- sell: means a contract of sale or disposition of an investment, security, or interest in a security, for value. See Florida Statutes 517.021
(b) Copies of such documents filed with the Securities and Exchange Commission as the Financial Services Commission may by rule require.
(c) An irrevocable written consent to service as required by s. 517.101.
(d) A nonreturnable fee of $1,000 per application.
A registration under this section becomes effective when the federal registration statement becomes effective or as of the date the application is filed with the office, whichever is later, provided that, in addition to the items listed in paragraphs (a)-(d), the office has received written notification of effective registration under the Securities Act of 1933, as amended, or the Investment Company Act of 1940, as amended, within 10 business days after the date federal registration is granted. Failure to provide all the information required by this subsection to the office within 60 days after the date the registration statement becomes effective with the Securities and Exchange Commission shall be a violation of this chapter.
(3) Except for units of limited partnership interests or such other securities as the commission describes by rule as exempt from this subsection due to high investment quality, the provisions of this section may not be used to register securities if the offering price at the time of effectiveness with the Securities and Exchange Commission is $5 or less per share, unless such securities are listed or designated, or approved for listing or designation upon notice of issuance, on a stock exchange registered pursuant to the Securities Exchange Act of 1934, as amended, or on the National Association of Securities Dealers Automated Quotation (NASDAQ) System, or unless such securities are of the same issuer and of senior or substantially equal rank to securities so listed or designated.
(4) In lieu of filing with the office the application, fees, and documents for registration required by subsection (2), the commission may establish, by rule, procedures for depositing fees and filing documents by electronic means, provided such procedures provide the office with the information and data required by this section.
(5) If the Securities and Exchange Commission has not declared effective the applicant’s federal registration statement within 180 days after the applicant’s filing with the office of an application for registration by notification, the office must deem the application abandoned.