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Division of
Securities
Securities Offerings
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Frequently Asked Questions
Regulation D Rule 506 offerings
- What is the filing requirement?
No filing is required. (No Consent to Service, No Form D, No Fee.)
- Any change to this policy will be reflected here -
- Who can sell the offering?
Sales must be made by a “bona fide” employee of the issuer as defined in s. 517.021(6)(b)6. F.S. and F.A.C. Rule 69W-200.001(8) or by a sales agent registered pursuant to s. 517.12, F.S.
Florida limited offering exemption (Section 517.061(11), F.S.)
- Filing requirement?
There is no filing requirement (see Section 517.061, F.S.)
- Do I have to provide the 3-day period to void the sale?
The 3-day period is required if there are sales to 5 or more persons in Florida.
- What if I only sell to 'accredited investors'?
All requirements apply to accredited investors.
- How does Florida define 'accredited investor'?
Please refer to F.A.C Rule 69W-200.001(1).
- Is there a
limit on the number of investors?
Please refer to s. 517.061(11)(b).
- Who can make offers and sales?
Any Florida registered broker-dealer or any bona fide employee exempted from the registration requirements by Section 517.021(6)(b)6, F.S. and F.A.C. Rule 69W-200.001(8).
- Can an employee receive a commission to sell to offering?
Only if the employee is exempted from the registration requirements by Sections 517.061(11)(a)4 , 517.021(6)(b)6, F.S. and F.A.C. Rule 69W-200.001(8).
- How do I comply with the 'full and fair disclosure of all material information' requirement?
Please refer to F.A.C. Rule 69W-500.005 for the disclosure requirements.
- How does Florida define 'general solicitation'?
Please refer to F.A.C. Rule 69W-500.007 for guidance on general solicitation.
- What does Florida allow in terms of solicitation?
Please refer to F.A.C. Rule 69W-500.007 for guidance on general solicitation.
SCOR offerings
- Is Florida a 'SCOR' state?
No
- What do I need to do to register and sell a 'SCOR' offering in Florida?
Florida requires SCOR offerings to register under qualification (Section 517.081, F.S., and F.A.C. Rule 69W-700.001).
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