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Sale of Securities by Small Businesses Under Federal and Florida Securities Laws

Florida Laws and Rules Governing Issuer Dealers

Sale of Restricted Shares by Non-affiliates Under the Federal and Florida Securities Laws

Investment Adviser Regulation

elcome to the Securities Law Site. In this area you will find information on the Federal and Florida securities laws. The Securities Law Site is specifically designed to assist the small and emerging company seeking access to the capital markets. These articles are in Adobe®Acrobat® format. If you do not already have the free Adobe® Reader you may download it from the Adobe® website.


Sale of Securities by Small Businesses under Federal and Florida Securities Laws

The following outlines detail the Federal and Florida laws govering the sale of securities by small and emerging businesses. These outlines cover public offerings, reporting requirements, Regulation A offerings and exemptions from registration for private placements and other special categories. The Sale of Securities in Florida outline discusses the Florida securities laws and explains the special requirements of Florida as a "merit" state. In this outline, you will find an in depth discussion of Florida's new law permitting offerings under SCOR - Small Corporate Offering Registration.

Federal Securities Laws
Statutory Exemptions from Registration under the Securities Act
Regulation A - Small Public Offering Exemption
Regulation D - Limited Offering Exemptions
Uniform Limited Offering Exemption
Sale of Securities in Florida
Sale of Securities by Small Businesses

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Florida Laws and Rules Governing Issuer Dealers

An issuer dealer is an entity that proposes to issue and directly sell its own securities to the investing public. In the state of Florida, issuer dealers are required to register with the Florida Department of Banking and Finance. This outline summarizes and highlights the relevant Florida statutes and rules governing the registration of issuer dealers with the state of Florida.

Section 517, Florida Statutes
§517.021 - Definitions
§517.12 - Registration of dealers
§517.121 - Books and records
§517.161 - Revocation, denial or suspension
Rule 3E of the Florida Administrative Code
3E-100.010 - Internet
3E-200.001 - Definitions
3E-300 - Applications
3E-301 - Procedural Rules for Processing
3E-600 - Registration of Dealers
Check List of Issuer/Dealer Application Requirements

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Sale of Restricted Shares by Non-Affiliates Under the Federal and Florida Securities Laws

In securities offerings that are exempt from the registration requirements of the Securities Act of 1933 (the "33 Act"), purchasing shareholders receive restricted securities; that is, shares that may not be resold by an investor unless the shares are either registered under the 33 Act or are resold pursuant to an exemption under the 33 Act. This outline explains the Federal and Florida laws governing restricted securities and the steps that must be taken to legally resell restricted shares.

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Investment Adviser Regulation

This outline discusses, in summary form, various disclosure, reporting and other obligations imposed upon investment advisers under federal securities law and under Florida's investment adviser requirements. Because Florida's laws, rules and regulations in this area are not as developed as the federal rules, the outline concentrates on the federal aspects. However, in informal conversations with staff members of Florida's Division of Securities and Investor Protection, the staff has indicated that if an investment adviser's actions are prohibited by federal law, Florida will also prohibit such activities, probably under its general anti-fraud provisions.

The Statutory Framework
Advertising
The "Brochure Rule" (Rule 204-3)
Record-keeping Requirements
Restrictions on Investment Advisory Contracts
The Anti-fraud Provisions
Securities Exchange Act of 1934

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