Fla. Stat. 517.051
Exempt securities
Mentioned in
Capital Raising in Florida — It’s a New Ballgame
The Florida Bar, October 17, 2024
"For many years, Florida-based businesses seeking to raise capital within Florida were faced with a Florida securities statute that was out of date and far too limiting for intrastate capital-raising opportunities. Fortunately, thanks to a multi-year collaboration between the Business Law Section of The Florida Bar and Florida’s Office of Financial Regulation (OFR), legislation enacted in 2023 and 2024[1] significantly amended Ch."
Bibliographic info
(1)
A security issued or guaranteed by the United States or any territory or insular possession of the United States, by the District of Columbia, or by any state of the United States or by any political subdivision or agency or other instrumentality thereof.Except as provided in paragraph (b), no person shall directly or indirectly offer or sell securities, other than general obligation bonds, described under this subsection if the issuer or guarantor is in default or has been in default any time after December 31, 1975, as to principal or interest:With respect to an obligation issued by the issuer or successor of the issuer; or
With respect to an obligation guaranteed by the guarantor or successor of the guarantor,
except by an offering circular containing a full and fair disclosure as prescribed by rule of the commission.
Paragraph (a) applies to a security that is an industrial or commercial development bond unless payments are made or unconditionally guaranteed by a person whose securities are exempt from registration under s. 18(b)(1) of the Securities Act of 1933, as amended.(a)
Except as provided in paragraph (b), no person shall directly or indirectly offer or sell securities, other than general obligation bonds, described under this subsection if the issuer or guarantor is in default or has been in default any time after December 31, 1975, as to principal or interest:With respect to an obligation issued by the issuer or successor of the issuer; orWith respect to an obligation guaranteed by the guarantor or successor of the guarantor,except by an offering circular containing a full and fair disclosure as prescribed by rule of the commission.
(b)
Paragraph (a) applies to a security that is an industrial or commercial development bond unless payments are made or unconditionally guaranteed by a person whose securities are exempt from registration under s. 18(b)(1) of the Securities Act of 1933, as amended.(2)
A security issued or guaranteed by any foreign government with which the United States is maintaining diplomatic relations at the time of the sale or offer of sale of the security, or by any state, province, or political subdivision thereof having the power of taxation or assessment, which security is recognized at the time it is offered for sale in this state as a valid obligation by such foreign government or by such state, province, or political subdivision thereof issuing the security.(3)
A security issued by and which represents or will represent an interest in or a direct obligation of, or be guaranteed by, any of the following:An international bank of which the United States is a member.A bank organized under the laws of the United States.A member bank of the Federal Reserve System.A depository institution, when a substantial portion of its business consists of or will consist of receiving deposits or share accounts that are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund.(a)
An international bank of which the United States is a member.(b)
A bank organized under the laws of the United States.(c)
A member bank of the Federal Reserve System.(d)
A depository institution, when a substantial portion of its business consists of or will consist of receiving deposits or share accounts that are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund.(4)
A security issued or guaranteed, as to principal, interest, or dividend, by a business entity owning or operating a railroad, another common carrier, or any other public service utility; provided that such business entity is subject to regulation or supervision whether as to its rates and charges or as to the issue of its own securities by a public commission, board, or officer of the government of the United States, of any state, territory, or insular possession of the United States, of any municipality located therein, of the District of Columbia, or of the Dominion of Canada or of any province thereof; also equipment securities based on chattel mortgages, leases, or agreements for conditional sale of cars, motive power, or other rolling stock mortgaged, leased, or sold to or furnished for the use of or upon such railroad or other public service utility corporation or where the ownership or title of such equipment is pledged or retained in accordance with the laws of the United States or of any state or of the Dominion of Canada to secure the payment of such equipment securities; and also bonds, notes, or other evidences of indebtedness issued by a holding corporation and secured by collateral consisting of any securities hereinabove described; provided, further, that the collateral securities equal in fair value at least 125 percent of the par value of the bonds, notes, or other evidences of indebtedness so secured.(5)
A security issued or guaranteed by any of the following which are subject to the examination, supervision, or control of this state or of the Federal Deposit Insurance Corporation or the National Credit Union Association:A bank,A trust company,A savings institution,A building or savings and loan association,An international development bank, orA credit union;or the initial subscription for equity securities of any institution listed in paragraphs (a)-(f), provided such institution is subject to the examination, supervision, or control of this state.
(a)
A bank,(b)
A trust company,(c)
A savings institution,(d)
A building or savings and loan association,(e)
An international development bank, or(f)
A credit union;(6)
A security, other than common stock, providing for a fixed return, which security has been outstanding in the hands of the public for a period of not less than 5 years, and upon which security no default in payment of principal or failure to pay the fixed return has occurred for an immediately preceding period of 5 years.(7)
Securities of nonprofit agricultural cooperatives organized under the laws of this state when the securities are sold or offered for sale to persons principally engaged in agricultural production or selling agricultural products.(8)
Shares or other equity interests of a business entity which represent ownership or entitle the holders of such shares or other equity interests to possession and occupancy of specific apartment units in property owned by such business entity and organized and operated on a cooperative basis, solely for residential purposes.(9)
A member’s or owner’s interest in, or a retention certificate or like security given in lieu of a cash patronage dividend issued by, a not-for-profit membership entity operated either as a cooperative under the cooperative laws of a state or in accordance with the cooperative provisions of subchapter T of chapter 1 of subtitle A of the United States Internal Revenue Code, as amended, but not a member’s or owner’s interest, retention certificate, or like security sold or transferred to a person other than:A bona fide member of the not-for-profit membership entity; orA person who becomes a bona fide member of the not-for-profit membership entity at the time of or in connection with the sale or transfer.(a)
A bona fide member of the not-for-profit membership entity; or(b)
A person who becomes a bona fide member of the not-for-profit membership entity at the time of or in connection with the sale or transfer.(10)
A security issued by a business entity organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, or reformatory purposes and not for pecuniary profit, no part of the net earnings of which inures to the benefit of any private stockholder or individual, or any security of a fund that is excluded from the definition of an investment company under s. 3(c)(10)(B) of the Investment Company Act of 1940, as amended; provided that a person may not directly or indirectly offer or sell securities under this subsection except by an offering circular containing full and fair disclosure, as prescribed by the rules of the commission, of all material information, including, but not limited to, a description of the securities offered and terms of the offering, a description of the nature of the issuer’s business, a statement of the purpose of the offering and the intended application by the issuer of the proceeds thereof, and financial statements of the issuer prepared in conformance with United States generally accepted accounting principles. Section 6(c) of the Philanthropy Protection Act of 1995, Pub. L. No. 104-62, does not preempt any provision of this chapter.(11)
Any insurance or endowment policy or annuity contract or optional annuity contract or self-insurance agreement issued by a business entity, insurance company, reciprocal insurer, or risk retention group subject to the supervision of the insurance regulator or bank regulator, or any agency or officer performing like functions, of any state or territory of the United States or the District of Columbia.
Source:
Section 517.051 — Exempt securities, https://www.flsenate.gov/Laws/Statutes/2024/0517.051 (accessed Aug. 7, 2025).