Notice of Proposed Rule

DEPARTMENT OF FINANCIAL SERVICES
Securities
Rule No.: RULE TITLE
69W-301.002: Processing of Applications
PURPOSE AND EFFECT: Rule 69W-301.002, F.A.C., is amended to reflect the latest versions of applicable forms incorporated by reference in the rule. The rule is also amended to clarify and consolidate the procedures for filing documents and fees with the Office. The process for filing documents and fees with the Office is currently spread throughout Rule Chapters 69W-600, 69W-700, 69W-800, and 69W-900, F.A.C. For clarity, these provisions are relocated to Rule 69W-301.002, F.A.C., which is the general provision governing the application submission process. The rule is also amended to implement electronic filing requirements for Canadian dealers, dealers that are not members of the Financial Industry Regulation Authority (FINRA), issuer/dealers, securities registrations filings submitted under Section 517.081, F.S., and securities notification filings submitted under Section 517.082, F.S. Currently, the Office accepts paper submissions for these particular filings. Under the proposed rule amendments, these filings will be required to be made electronically through the Office’s Regulatory Enforcement and Licensing (REAL) System. Electronic filing is currently required under the rules for FINRA dealers (through the Central Registration Depository) and investment advisers (through the Investment Adviser Registration Depository).
SUMMARY: The proposed rule amendments: 1) reflect the latest versions of applicable forms incorporated by reference in the rule; 2) clarify and consolidate the procedures for filing documents and fees with the Office, and 3) implement electronic filing requirements for Canadian dealers, dealers that are not members of the FINRA (including their branch offices and associated persons), issuer/dealers (including their associated persons and branch offices), securities registrations filings submitted under Section 517.081, F.S., and securities notification filings under Section 517.082, F.S.
SUMMARY OF STATEMENT OF ESTIMATED REGULATORY COSTS: A statement of estimated regulatory costs has been prepared. Under the proposed rule, issuer dealers (including their branch offices and associated persons), Canadian dealers, non-FINRA dealers (including their branch offices and associated persons), offerings for securities registrations submitted under Section 517.081, F.S., and securities notification filings submitted under Section 517.082, F.S., will be required to file applicable forms and fees through the Office’s REAL System. Currently, the individuals and entities identified above may file forms and fees manually (“in paper”) or electronically with the Office. The rule eliminates the ability to file forms manually. There are no additional fees associated with filing electronically. In order to file electronically, an applicant/registrant would need a desk or lap-top computer, and internet access. There will be no additional costs to the agency as the result of the proposed changes.
Any person who wishes to provide information regarding a statement of estimated regulatory costs, or provide a proposal for a lower cost regulatory alternative must do so in writing within 21 days of this notice.
SPECIFIC AUTHORITY: 517.03(1), 517.12, 517.1201, 517.081, 517.082 FS.
LAW IMPLEMENTED: 120.60(1), 517.051, 517.081, 517.082, 517.12, 517.161(5) FS.
IF REQUESTED WITHIN 21 DAYS OF THE DATE OF THIS NOTICE, A HEARING WILL BE SCHEDULED AND ANNOUNCED IN FAW.
THE PERSON TO BE CONTACTED REGARDING THE PROPOSED RULE IS: Pam Epting, Chief, Bureau of Regulatory Review, Division of Securities, Office of Financial Regulation, The Fletcher Building, 200 East Gaines Street, Tallahassee, Florida 32399-0375, (850)410-9500, pam.epting@flofr.com

THE FULL TEXT OF THE PROPOSED RULE IS:

69W-301.002 Processing of Applications.

(1) Forms. Application forms for all license actions covered by these rules may be obtained from the Office of Financial Regulation at no cost. All applications must be in the format required by the Office of Financial Regulation. Requests for forms should be sent directly to: The Office of Financial Regulation, Division of Securities, 200 East Gaines Street, Tallahassee, Florida 32399-0375.

(2) Electronic Filing of Application and Fee. Applications in the format required by the Office of Financial Regulation, accompanied by the prescribed fee for the requested license action, shall be filed electronically with the Office of Financial Regulation. Forms and fees deemed received are subject to the Office’s Request for Additional Information requirements found in subsection 69W-301.002(3), F.A.C. Application forms and fees shall be filed as follows:

(a) at the address indicated in subsection (1) above; however, All all dealers who are members of the Financial Industry Regulatory Authority (formerly known as the National Association of Securities Dealers) (FINRA), Inc. (“NASD”) shall file such items through the Central Registration Depository (CRD) of the FINRA in accordance with the provisions of Rules 69W-600.001 and 69W-600.0091, F.A.C. Chapter 69W-600, F.A.C., as prescribed therein.

(b) All However, all Federal Covered Advisers shall file such items through the Investment Adviser Registration Depository (IARD) of the FINRA in accordance with the provisions of Section 517.1201, Florida Statutes, and Rule 69W-600.0092, F.A.C.

(c) Investment advisers shall may file the required forms and fees with the Investment Adviser Registration Depository (IARD) in accordance with the provisions of Rules 69W-600.001 and 69W-600.0093, F.A.C. Issuers may file the required forms and fees with the Securities Registration Depository (SRD) in accordance with the provisions of Rule 69W-400.004 or 69W-800.001, F.A.C., upon implementation of the system in this state.

(d) Issuer/Dealers shall file the required forms and fees electronically on the Office’s website at www.flofr.com through the Regulatory Enforcement and Licensing (REAL) System of the OFR and shall be deemed received on the date the Office issues a confirmation of submission and payment to the applicant via the Office’s website. A confirmation of submission is issued by the Office upon successful filing of an application and payment of all fees. Such filings shall be made in accordance with Rules 69W-400.002, 69W-600.001 and 69W-600.004, F.A.C.

(e) Dealers that are not members of FINRA shall file the required forms and fees electronically on the Office’s website at www.flofr.com through the Regulatory Enforcement and Licensing (REAL) System of the OFR and shall be deemed received on the date the Office issues a confirmation of submission and payment to the applicant via the Office’s website. A confirmation of submission is issued by the Office upon successful filing of an application and payment of all fees. Such filings shall be made in accordance with Rule 69W-600.001, F.A.C.

(f) Canadian dealers shall file the required forms and fees electronically on the Office’s website at www.flofr.com through the Regulatory Enforcement and Licensing (REAL) System of the OFR and shall be deemed received on the date the Office issues a confirmation of submission and payment to the applicant via the Office’s website. A confirmation of submission is issued by the Office upon successful filing of an application and payment of all fees. Such filings shall be made in accordance with Rule 69W-600.0015, F.A.C.

(g) All dealers who are members of the Financial Industry Regulatory Authority (FINRA) shall file requests for Branch Office registration through the Central Registration Depository (CRD) of the FINRA in accordance with the provisions of Rules 69W-600.004 and 69W-600.0091, F.A.C.

(h) Investment Advisers shall file requests for Branch Office registration through the Central Registration Depository (CRD) of the FINRA in accordance with the provisions of Rules 69W-600.004 and 69W-600.0093, F.A.C.

(i) Issuer/Dealers shall file requests for Branch Office registration on the Office’s website at www.flofr.com through the Regulatory Enforcement and Licensing (REAL) System of the OFR and shall be deemed received on the date the Office issues a confirmation of submission and payment to the applicant via the Office’s website. A confirmation of submission is issued by the Office upon successful filing of an application and payment of all fees. Such filings shall be made in accordance with Rule 69W-600.004, F.A.C.

(j) Dealers that are not members of FINRA shall file requests for Branch Office registration electronically on the Office’s website at www.flofr.com through the Regulatory Enforcement and Licensing (REAL) System of the OFR and shall be deemed received on the date the Office issues a confirmation of submission and payment to the applicant via the Office’s website. A confirmation of submission is issued by the Office upon successful filing of an application and payment of all fees. Such filings shall be made in accordance with Rule 69W-600.004, F.A.C.

(k) All dealers who are members of the Financial Industry Regulatory Authority (FINRA) shall file requests for Associated Person registration through the Central Registration Depository (CRD) of the FINRA in accordance with the provisions of Rules 69W-600.002 and 69W-600.0091, F.A.C.

(l) Federal Covered Advisers shall file requests for Associated Person registration through the Central Registration Depository (CRD) of the FINRA in accordance with the provisions of Rules 69W-600.002 and 69W-600.0092, F.A.C.

(m) Investment Advisers shall file requests for Associated Person registration through the Central Registration Depository (CRD) of the FINRA in accordance with the provisions of Rules 69W-600.002 and 69W-600.0093, F.A.C.

(n) Issuer/Dealers shall file requests for Associated Person registration on the Office’s website at www.flofr.com through the Regulatory Enforcement and Licensing (REAL) System of the OFR and shall be deemed received on the date the Office issues a confirmation of submission and payment to the applicant via the Office’s website. A confirmation of submission is issued by the Office upon successful filing of an application and payment of all fees. Such filings shall be made in accordance with Rules 69W-600.002 and 69W-600.004, F.A.C.

(o) Dealers that are not members of FINRA shall file requests for Associated Person registration electronically on the Office’s website at www.flofr.com through the Regulatory Enforcement and Licensing (REAL) System of the OFR and shall be deemed received on the date the Office issues a confirmation of submission and payment to the applicant via the Office’s website. A confirmation of submission is issued by the Office upon successful filing of an application and payment of all fees. Such filings shall be made in accordance with Rule 69W-600.002, F.A.C.

(p) An applicant for registration of securities pursuant to Section 517.081, F.S., shall file electronically on the Office’s website at www.flofr.com through the Regulatory Enforcement and Licensing (REAL) System of the OFR and shall be deemed received on the date the Office issues a confirmation of submission and payment to the applicant via the Office’s website. A confirmation of submission is issued by the Office upon successful filing of an application and payment of all fees. Such filings shall be made in accordance with Rule Chapter 69W-700, F.A.C.

(q) An applicant for Notification Registration pursuant to Section 517.082, F.S., shall file electronically on the Office’s website at www.flofr.com through the Regulatory Enforcement and Licensing (REAL) System of the OFR and shall be deemed received on the date the Office issues a confirmation of submission and payment to the applicant via the Office’s website. A confirmation of submission is issued by the Office upon successful filing of an application and payment of all fees. Such filings shall be made in accordance with Rule Chapter 69W-800, F.A.C.

(3) through (6) No change.

(7)(a) The forms referred to in this section below are incorporated by reference and readopted by this rule for the purposes of Rule Chapters 69W-100 through 69W-900, F.A.C.:

1. OFR-S-1-91, Application for Registration of Securities, effective_______(Revised 10/97);

2. OFR-S-7-91, Exhibit 1 (General Issue), effective (Revised 10/97);

3. OFR-S-5-91, Uniform Consent to Service of Process, effective_______(Revised 1/91);

4. OFR-S-6-91, Corporate Resolution, effective _______(Revised 1/91);

5. OFR-S-10-91, Report of Sales of Securities and Use of Proceeds Therefrom, effective_______(Revised 1/91);

6. Form BD, Uniform Application for Broker-Dealer Registration (5/2002), effective_______(Revised 7/99);

7. Form ADV, Uniform Application for Investment Adviser Registration (1/2008), effective_______(Revised 10/03);

8. Form U-4, Uniform Application for Securities Industry Registration or Transfer (5/2009), effective_______(Revised 10/05);

9. Form BDW, Uniform Request for Broker-Dealer Withdrawal (4/2007), effective_______(Revised 8/99);

10. Form ADV-W, Notice of Withdrawal from Registration as Investment Adviser (3/2008), effective_______ (Revised 10/03);

11. Form U-5, Uniform Termination Notice for Securities Industry Registration (5/2009), effective_______(Revised 10/05);

12. Form BR, Uniform Branch Office Registration Form (10/2005), effective_______(Revised 10/05);

13. OFR Form DA-5-91, Issuer/Dealer Compliance Form, effective_______(Revised 1/91);

14. Form FL921250Z, Florida Fingerprint Card (5/11/99), effective_______(Revised 1/91); and

15. OFR Form CAN, Canadian Dealer Notification, effective_______ (New 6-10-07).

(b) This rule also incorporates by reference:

1. OFR Form S-3-91, Notification Registration, effective_______ (Revised 1/91);

2. Form U-1, Uniform Application to Register Securities (Effective 10/97);

3. Form U-2, Uniform Consent to Service of Process (Effective 10/1/96);

4. Form U-2A, Uniform Corporate Resolution (Effective 10/1/96);

5. Form U-7, Small Corporate Offering Registration Form (Effective 10/97);

6. OFR-S-12-97, SCOR (Small Corporate Offering Registration) Application to Register Securities, effective_______(Effective 10/97);

7. OFR-S-13-97, Florida Guide to Small Business Investments, effective_______(Effective 10/97); and

8. OFR-S-14-97, Promotional Shares Escrow Agreement, effective_______(Effective 10/97); and

9. CUBA FORM, Disclosure of Business Activities in Cuba Form, effective_______.

(c) Social security number. The following forms contain a field that allows, but does not require, an individual to submit his or her social security number: Form ADV, Uniform Application for Investment Adviser Registration (1/2008 Revised 10/03); Form U-4, Uniform Application for Securities Industry Registration or Transfer (5/2009 Revised 10/05); and Form U-5, Uniform Termination Notice for Securities Industry Registration (5/2009 Revised 10/05). If provided, an individual’s social security number will be used by the Office of Financial Regulation to facilitate the identification of the individual to obtain the required criminal justice information, which may expedite the processing of the forms. Social security numbers obtained through the submission of the above-listed forms are subject to the confidentiality provisions of Section 119.071(5), F.S.

(d) All forms referenced in this rule are incorporated by referenced and may be obtained by mail from the Florida Office of Financial Regulation, Division of Securities, 200 E. Gaines Street, Tallahassee, Florida 32399.

Rulemaking Specific Authority 517.03(1), 517.12, 517.1201, 517.081(2), 517.082(4) FS. Law Implemented 120.60(1), 517.051, 517.081, 517.082, 517.12, 517.161(5) FS. History–Revised and Transferred from 3E-300.01, 9-20-82, Formerly 3E-301.02, Amended 10-15-86, 2-1-87, 12-8-87, 7-29-90, 7-31-91, 6-16-92, 1-10-93, 3-13-94, 10-1-96, 10-23-97, 6-22-98, 6-10-99, 5-7-00, 7-10-02, Formerly 3E-301.002, Amended 3-16-06, 6-10-07,________.


NAME OF PERSON ORIGINATING PROPOSED RULE: Pam Epting, Chief, Bureau of Regulatory Review, Division of Securities, Office of Financial Regulation, The Fletcher Building, 200 East Gaines Street, Tallahassee, Florida 32399-0375, (850)410-9500, pam.epting@flofr.com
NAME OF AGENCY HEAD WHO APPROVED THE PROPOSED RULE: Financial Services Commission
DATE PROPOSED RULE APPROVED BY AGENCY HEAD: July 29, 2010
DATE NOTICE OF PROPOSED RULE DEVELOPMENT PUBLISHED IN FAW: December 24, 2009