Page 53 - Akerman | 2016 Guide to Doing Business in Florida

CHAPTER 4. SECURITIES REGULATION

Securities Regulation
Alan H. Aronson, Esq. | (305) 982-5562 | alan.aronson@akerman.com

The following is intended to provide a very general overview of the basic regulation of offerings, issuance
and transfers of securities under Florida law. There are many exceptions and special rules that could
apply. Parties are urged to contact a Lex Mundi-affiliated securities advisor regarding the imposition of
United States federal and Florida securities regulations on issuers, investors and their respective
business activities.

4.1 Introduction

In addition to legal requirements under federal law, securities in Florida are regulated under the
Florida Securities and Investor Protection Act (the “Act”) (Chapter 517 of the Florida Statutes).
The Act is administered by the Securities Division of the Florida Office of Financial Regulation
(the “Office”). The contact information for the Office is as follows: 200 East Gaines Street,
Tallahassee, FL 32399; Tel: (850) 487-9687.

Section 517.021(22) of the Act, broadly defines “security” to include 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) any 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) any option contract which 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) any receipt for a security, or for subscription
to a security, or any right to subscribe to or purchase any security; and (w) a viatical settlement
investment.

Pursuant to § 517.07 of the Act, it is unlawful and a violation of the Act for any person to sell or
offer to sell a security within the State of Florida unless the security is exempt under § 517.051
1
of the Act; is sold in an exempt transaction under § 517.061 of the Act; is a federally covered
security; or is registered pursuant to the Act.

1
Note that typically the sale or offer to sell a security to a resident of the State of Florida is within the scope of the Act, irrespective
if the purchaser or intended purchaser is not physically located at the time of purchase or offer to purchase within the geographical
boundaries of the State of Florida.

51