FL

Florida Blue Sky Laws

Florida regulates securities under the Florida Securities and Investor Protection Act, enforced by the Florida Office of Financial Regulation (OFR). As one of the most active states for capital raises and real estate syndications, Florida's blue sky law compliance is critical for issuers targeting the state's large investor population.

Request Engagement Assessment Regulatory Overview
Selective M&A Practice
Coordinates With Securities Counsel
Senior Counsel on Every Deal
Donald Hateley, Of Counsel for securities law at Acquisition Stars

Donald Hateley

Of Counsel, Securities Law | Acquisition Stars

Donald Hateley serves as Of Counsel to Acquisition Stars for securities law matters. His background includes advising public and private companies on securities transactions, corporate finance, and corporate governance, including public and private equity and debt financings. Admitted to the California bar in 1993, he is a graduate of the University of Southern California Marshall School of Business and Southwestern Law School.

Request Engagement Assessment

Florida Securities Regulatory Overview

Regulatory Body
Florida Office of Financial Regulation (OFR)
Primary Statute
Florida Securities and Investor Protection Act (Fla. Stat. 517.011 et seq.)

Registration Requirements

Florida allows registration by notification, coordination, or qualification. Reg D Rule 506 offerings require Form D notice filing with the OFR. Filing fee is $200 plus a $50 technology fee ($250 total). Notice must be filed within 15 days of first sale to a Florida investor.

Key Provisions of Florida Securities Law

Understanding the core regulatory framework in Florida:

1

Securities must be registered with the OFR before offer or sale unless exempt under the Act

2

Florida applies a disclosure-based review system rather than merit review for most offerings

3

Anti-fraud provisions under Section 517.301 are broadly construed to protect investors

4

The OFR has authority to investigate, subpoena, and bring administrative and civil enforcement actions

5

Florida requires registration of dealers, associated persons, and investment advisers

Available Exemptions in Florida

Florida provides the following exemptions from full securities registration:

  • Federal covered securities (Reg D Rule 506, Reg A+ Tier 2, exchange-listed) with notice filing
  • Section 517.061(11): limited offering exemption for sales to no more than 35 persons in Florida
  • Sales to institutional investors (banks, insurance companies, pension funds)
  • Isolated nonissuer transactions
  • Securities issued by government entities and public utilities

Penalties for Non-Compliance in Florida

Florida imposes civil penalties up to $10,000 per violation, criminal penalties including third-degree felony charges (fines up to $5,000 and imprisonment up to 5 years) for willful violations, investor rescission rights, treble damages for certain fraud claims, and administrative sanctions. The OFR can issue cease-and-desist orders and revoke registrations.

How Florida Blue Sky Laws Affect Your Transaction

Florida's large population of high-net-worth individuals and retirees makes it a common state for investor exposure in M&A transactions. Real estate syndications, PIPE offerings, and stock-for-stock mergers involving Florida residents all require blue sky compliance. Acquisition Stars works with securities counsel on Florida OFR filings for transactions involving Florida-based shareholders and investors.

Need Help With a Florida Securities Transaction?

Acquisition Stars handles M&A transactions nationwide and works with securities counsel on blue sky compliance and securities offerings. Senior attorney Alex Lubyansky provides direct counsel on every M&A engagement. We tell you who would handle your matter before any introduction, and you decide whether to proceed.

Request Engagement Assessment Call (248) 266-2790

Need Help With a Florida Securities Transaction?

Submit your transaction details for a preliminary assessment. We help with the M&A side of the transaction and work with securities counsel on multi-state filings for Reg D, Reg A+, and Reg CF offerings involving Florida.

Your information is kept strictly confidential and will never be shared. Privacy Policy

Frequently Asked Questions

Common questions about Florida blue sky laws and securities compliance

Does Florida use merit review?
No. Florida uses a disclosure-based review system rather than merit review for securities registration. The OFR reviews for adequate disclosure but does not evaluate the fairness of the offering terms.
What is the Reg D filing fee in Florida?
Florida charges $200 plus a $50 technology fee ($250 total) for Reg D Rule 506 notice filings with the Office of Financial Regulation.
What is Section 517.061(11)?
Section 517.061(11) is Florida's limited offering exemption allowing sales to no more than 35 persons in Florida in a 12-month period. It requires specific disclosure and suitability standards.
How does the OFR enforce blue sky violations?
The OFR can issue cease-and-desist orders, impose administrative fines up to $10,000 per violation, revoke registrations, and refer cases for criminal prosecution. Willful violations are third-degree felonies.

Blue Sky Laws in Nearby States

Georgia Blue Sky Laws GA
Alabama Blue Sky Laws AL
South Carolina Blue Sky Laws SC
North Carolina Blue Sky Laws NC
View all 50 state blue sky law guides →

Related M&A Resources

Buying a Business Industry-specific buyer guides Selling a Business Industry-specific seller guides M&A Comparisons Deal structure decision guides M&A Legal Services Full transaction counsel

Need Help With Securities Compliance in Florida?

Our managing partner provides selective M&A counsel and works with securities counsel on transactions involving Florida blue sky law compliance. Submit your transaction details for a preliminary assessment.

Request Engagement Assessment

Selective M&A practice - Nationwide reach - Senior counsel on every deal