Page 54 - Akerman | 2016 Guide to Doing Business in Florida

4.2 Registration of Securities

(a) Registration by Qualification. Section 517.081 of the Act authorizes the Office to
prescribe forms, the filing of documents, the furnishing of information and the payment
of fees for the registration of securities, which are not otherwise entitled to be
registered by notification, as more fully described below. The Office utilizes the
Regulatory Enforcement and Licensing (REAL) System for the registration of securities
offerings. This online system enables filers to submit their application form and fees
electronically. Paper applications received by the Office will not be accepted but will be
returned to the applicant with instructions for filing electronically.
The Office has prescribed rules for registering securities by qualification in Chapter
69W-700, F.A.C. Those rules relate to the following: (1) the filing of a prospectus; (2)
the contents of a prospectus; (3) circulation of a preliminary prospectus; (4) promoters
equity investment ratio; (5) voting rights; (6) options or warrants granted to
underwriters; (7) options or warrants granted to officers, employees and others;
(8) escrow of proceeds from the sale of securities; (9) preferred stock or debt
securities; (10) fractional undivided interests in oil and gas titles; (11) oil and gas
participation plans; (12) insurance company licenses; (13) real estate investment
trusts; (14) offering price of equity securities; (15) submission of sales reports; (16)
termination date of registration (the date on which a prospectus may no longer be
used); (17) independent transfer agent and/or registrar; (18) amendments subsequent
to effectiveness; (19) unsound financial condition of issuer; and (20) loans and other
affiliated transactions.
An application to register securities must include (1) Application for Registration of
Securities—Form OFR-S-1-91; (2) an irrevocable written Uniform Consent to Service
of Process—Form OFR-S-5-91, or Form U-2; (4) a Uniform Corporate Resolution—
Form OFR-S-6-91, or Form U-2A; (5) Exhibit I (General Issue)—Form OFR-S-7-91; (6)
financial statements dated within 90 days from the date of filing, provided that year-
end audited statements may be required, depending upon the size of the issuer; (7)
exhibits and additional information as required or requested by the Office; and (8) an
application fee in the amount of $1,000.

(b) Registration by Notification. Pursuant to Section 517.082 of the Act, securities offered
or sold pursuant to a registration statement filed with the Securities and Exchange
Commission (the “SEC”) under the United States Securities Act of 1933, as amended
(the “Securities Act”), are entitled to registration by notification, provided that prior to
the offer or sale the registration statement has become effective.

Registration by notification may not be available to register securities where the offering
price at the time of effectiveness with the SEC is $5 or less per share.
An application for registration by notification is required to be filed with the Office and is
required to contain the following information and be accompanied with the following:
(1) an application to sell executed by the issuer, any person on whose behalf the
offering is made, a dealer registered pursuant to the Act, 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; (2) copies
of such documents filed with the SEC as the Office may by rule require; (3) an
irrevocable written consent to service of process; and (4) a nonrefundable fee of

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