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Division of Securities
BROKER DEALERS/ INVESTMENT ADVISERS / ISSUER DEALERS
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Guidelines for Reporting Change of Control Rule 69W-600.007(4) Florida Administrative Code (F.A.C.) describes the method in which a change of control is to be reported to the Office. Subsection (4) is described in the following four paragraphs: (4)(a) Provides that a change of control can be reported to the Office by filing an amendment to Form BD or ADV (NASD member firms, and Investment Advisers who have filed via IARD, are required to file the amendment to the Office through the CRD system pursuant to Rule 69W-600.001(2), F.A.C.) if:
The acquirer has not committed a "reportable act" as defined in Rule 69W-200.001, F.A.C., within the preceding 10 years; or, the acquirer is currently registered and "in good standing" with the Department.
If the acquirer(s) cannot qualify under paragraph (4)(a), the resulting entity must file a new application for registration under subsection (4)(b) to effectuate the change of control.
4)(b) Provides that persons who cannot qualify under (4)(a) can only effectuate a change of control by filing a new application (Form BD or Form ADV) together with all required exhibits and fees; and a notice of withdrawal or termination of the acquired entity (i.e. Form BDW or Form ADW). If any of the new control persons do not qualify under (4)(a), the firm must submit a termination notice to the Office along with a new application reflecting the addition of any new control person(s). Should the Office waive the requirements of this subsection, then the change of control shall be filed in compliance with the provisions of subsection (a).
(4)(c) Defines "controlling interest" as follows:
Possession of the power to direct or cause the direction of the management or policies of a company, whether through an ownership of securities, by contract or otherwise. Any individual or firm that has the right to vote 25 per cent or more of the voting securities of a company or is entitled to 25 per cent or more of its profits is presumed to control that company.
(4)(d) Defines "in good standing with the Department" as follows:
That the acquirer, or any officer, director, owner, or control person of the acquirer, has not committed any act or omission which would be cause for denying, revoking, restricting or suspending any registration pursuant to the provisions of Section 517.161, F.S., and that the acquirer is not the subject of any pending enforcement action as defined by Section 517.161(6), F.S., and that the acquirer has not demonstrated prima facie evidence of unworthiness as defined by Rule 69W-600.001, F.A.C.
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