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 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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