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The Florida Statutes

The 2023 Florida Statutes (including Special Session C)

Chapter 517
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F.S. 517.075
517.075 Cuba, prospectus disclosure of doing business with, required.
(1) Any issuer of securities that will be sold in this state pursuant to a prospectus must disclose in the prospectus if the issuer or any affiliate thereof does business with the government of Cuba or with any person or affiliate located in Cuba. The prospectus disclosure required by this subsection does not apply with respect to prospectuses prepared before April 10, 1992.
(2) Any disclosure required by subsection (1) must include:
(a) The name of such person, affiliate, or government with which the issuer does business and the nature of that business;
(b) A statement that the information is accurate as of the date the securities were effective with the United States Securities and Exchange Commission or with the office, whichever date is later; and
(c) A statement that current information concerning the issuer’s business dealings with the government of Cuba or with any person or affiliate located in Cuba may be obtained from the office, which statement must include the address and phone number of the office.
(3) If an issuer commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba, after the date issuer’s securities become effective with the Securities and Exchange Commission or with the office, whichever date is later, or if the information reported in the prospectus concerning that business changes in any material way, the issuer must provide the office notice of that business or change, as appropriate, in a manner acceptable to the office. The commission shall prescribe by rule a form for persons to use to report the commencement of such business or any change in such business which occurs after the effective registration of such securities. This form must include, at a minimum, the information required by subsection (2). The information reported on the form must be kept current. Information is current if reported to the office within 90 days after the commencement of business or within 90 days after the change occurs with respect to previously reported information.
(4) The office shall provide, upon request, a copy of any form filed with the office under subsection (3) to any person requesting the form.
(5) Each securities offering sold in violation of this section, and each failure of an issuer to timely file the form required by subsection (3), subjects the issuer to a fine of up to $5,000. Any fine collected under this section shall be deposited into the Anti-Fraud Trust Fund of the office.
(6)(a) Any person who has purchased securities sold in violation of this section may commence a civil action against the issuer. Any court of competent jurisdiction in which the suit is filed may require the issuer to comply with this section and may also require the issuer to pay monetary damages to the purchaser of up to $5,000.
(b) Any person may bring an action in circuit court against the issuer to seek the imposition of a fine or injunction, or both, to ensure the issuer’s compliance with this section. Proceeds from fines imposed pursuant to an action under this subsection shall be deposited into the General Revenue Fund.
(7) A broker, dealer, or agent is deemed to have complied with this section by obtaining from the issuer a written statement, at or prior to the sale of such securities, that the issuer has complied with all provisions of this section. A broker, dealer, or agent who sells any securities offered by an issuer in violation of this section and who has obtained a statement of compliance from the issuer shall be indemnified by the issuer for all losses, including attorney’s fees, incurred by the broker, dealer, or agent as a result of the issuer’s violation of this section.
(8) This section does not apply to securities or transactions that are exempt from registration under federal or state law or to investment companies registered under the Investment Company Act of 1940, as amended.
History.s. 1, ch. 92-198; s. 588, ch. 2003-261; s. 16, ch. 2023-205.