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.
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.
Understanding the core regulatory framework in Florida:
Securities must be registered with the OFR before offer or sale unless exempt under the Act
Florida applies a disclosure-based review system rather than merit review for most offerings
Anti-fraud provisions under Section 517.301 are broadly construed to protect investors
The OFR has authority to investigate, subpoena, and bring administrative and civil enforcement actions
Florida requires registration of dealers, associated persons, and investment advisers
Florida provides the following exemptions from full securities registration:
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.
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 handles Florida OFR filings for transactions involving Florida-based shareholders and investors.
Acquisition Stars handles blue sky compliance, M&A transactions, and securities offerings nationwide. Managing partner Alex Lubyansky provides direct counsel on every engagement.
Common questions about Florida blue sky laws and securities compliance
Our managing partner provides selective securities and M&A counsel for transactions involving Florida blue sky law compliance. Submit your transaction details for a preliminary assessment.
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