Fla. Admin. Code R. 69W-600.0018

Current through Reg. 50, No. 124; June 25, 2024

Section 69W-600.0018 - Notice-Filing and Requirements for Florida Intrastate Crowdfunding Issuers

(1) Notice-filing.

(a) An issuer of securities under the Florida Intrastate Crowdfunding Exemption, Section 517.0611, F.S., shall file the Notice of Crowdfunding Issuer Offering (Form FL-CI) electronically on the Office of Financial Regulation (Office)'s website at https://real.flofr.com through the Regulatory Enforcement and Licensing (REAL) System. The notice-filing shall include all information required by such form and payment of the statutory fees required by Section 517.0611(5), F.S. The notice-filing shall be deemed received on the date the Office issues a confirmation of submission and payment to the issuer via the Office's website.

(b) A notice-filing shall include the following:

1. Form FL-CI (10/15). A sample form (which includes its instructions, which define certain terms in Section 517.0611, F.S.) is hereby incorporated by reference and available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06073 or https://flofr.gov/sitePages/documents/FormFL-CI.pdf.

2. Documentation required to be uploaded in PDF form to the REAL System as part of the notice-filing, including:

a. Verification of the issuer's organization under the laws of Florida, pursuant to Section 517.0611(5)(g), F.S.;

b. A copy of the issuer's escrow agreement with a financial institution, pursuant to Section 517.0611(8), F.S.; and,

c. A copy of the issuer's disclosure statement, pursuant to Section 517.0611(7), F.S.

3. Statutory fee in the amount required by Section 517.0611(5), F.S.

(2) Amendment of notice-filing. If the information contained in the Form FL-CI becomes inaccurate for any reason, the issuer shall amend the information by filing an amended Form FL-CI with the Office within thirty (30) days of the change. Issuers shall amend information by filing the Form FL-CI electronically with the Office through the REAL System. Failure to file amendments shall be considered a violation of Section 517.0611(6), F.S.

(3) Termination of notice-filing. Where an issuer cancels or terminates its notice-filing for any reason, notice of such fact shall be filed electronically with the Office on the Form FL-CI through the REAL System within thirty (30) calendar days of the date of cancellation or termination.

(4) Financial statements. For purposes of subparagraphs 517.0611(7) (h)2. and 3., F.S.:

(a) Financial statements must be reviewed in accordance with United States generally accepted auditing standards; and,

(b) Certified public accountants who prepare or review an issuer's financial statements must meet the standards of independence described in Rule 2-01(b) and (c) of Regulation S-X (17 C.F.R. §§210.2-01(b) and (c)), which is incorporated by reference in Rule 69W-200.002, F.A.C.

(5) Disclosure statement. Certain terms used in Section 517.0611 (7), F.S., regarding the disclosure statement required to be provided by the issuer, are defined in Preparing a Disclosure Statement for a Florida Intrastate Crowdfunding Offering Pursuant to Section 517.0611, F.S. (Supplement CI). Supplement CI (10/15) is hereby incorporated by reference as part of this rule and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-06075, or https://flofr.gov/sitePages/documents/SupplementCI.pdf.

Fla. Admin. Code Ann. R. 69W-600.0018

Rulemaking Authority 517.03(1), 517.0611 FS. Law Implemented 517.0611 FS.

Adopted by Florida Register Volume 41, Number 241, December 15, 2015 effective 12/29/2015.

New 12-29-15.