Florida rules

State and law

• State: Florida
• Law: Florida Securities and Investor Protection Act (Chapter 517, Florida Statutes)
• Regulator: Florida Office of Financial Regulation Secondary source (summary)

Rule 506 notice

• Notice required: No Unconfirmed, confirm with counsel Secondary source (summary) No Form D notice filing required, per the NASAA filing matrix as reported. Confirm with the Office of Financial Regulation before relying on it.

Intrastate exemption

• Name: Florida Limited Offering Exemption (s. 517.0611) Confirmed Primary source
• Offering cap: $5,000,000.00 Confirmed Primary source
• Per-investor cap: $10,000.00 Confirmed Primary source Unless the investor is accredited, or the issuer reasonably believes so, the aggregate sold by an issuer to one investor in a 12-month period may not exceed $10,000. s. 517.0611(10).
• Issuer tests: For-profit entity with its principal place of business in Florida, deriving its revenues primarily from Florida operations; Meets federal Rule 147 or Rule 147A; general advertising is allowed but must say the offering is open only to Florida residents; Notice to the Office of Financial Regulation at least 10 days before the offer, with a $200 fee; the notice expires after 12 months and cannot be renewed; Up to $5 million in 12 months; offerings of $2.5 million or more run through a registered dealer or intermediary; Investor funds held, under s. 517.0611(4)(f), at a financial institution authorized to do business in Florida until the target is reached; refunds within 10 business days if it is not Confirmed Primary source
• Federal rule: 147 or 147A Confirmed Primary source s. 517.0611(3) requires the offer and sale to meet the federal intrastate exemption in section 3(a)(11) of the Securities Act of 1933, SEC Rule 147, or SEC Rule 147A. The resale-limit statement in (8)(h) refers to Rule 147 or Rule 147A.
• Notice fee: $200.00 Confirmed Primary source Notice of the offering is filed with the Office of Financial Regulation with a nonrefundable filing fee of $200 and an irrevocable written consent to service of civil process. s. 517.0611(5).
• Notice expires: 12 months, not renewable Confirmed Primary source The notice and offering expire 12 months after the notice is filed and are not eligible for renewal. The notice must be filed at least 10 days before the offer starts. s. 517.0611(5).
• Disclosure statement, days before commitment: 3 Confirmed Primary source The disclosure statement goes to each prospective investor at least 3 days before the investor's commitment to purchase or payment of any consideration. s. 517.0611(8).
• Cancel right, days after first payment: 3 Confirmed Primary source A sale is voidable by the purchaser within 3 days after the first tender of consideration, by e-mail to the address in the disclosure statement or by certified mail or overnight delivery. s. 517.0611(15).
• Financial statements: Offerings of $500,000 or less: financial statements may be included but are not required; Over $500,000 and up to $2.5 million: GAAP financial statements reviewed by an independent CPA; Over $2.5 million: audited GAAP financial statements by an independent CPA Confirmed Primary source Thresholds count the offering together with all other offerings of the issuer in the preceding 12 months. s. 517.0611(8)(k).
• Exclusions: An investment company under section 3 of the Investment Company Act of 1940, before or as a result of the offering; An issuer subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934; A business with an undefined operation, no business plan, no stated investment goal, or a planned merger or acquisition with an unspecified entity; An issuer, or a director, officer, manager, managing member, general partner or holder of more than 20 percent of the equity, subject to a disqualification under commission rule, s. 517.0616 or s. 517.1611 Confirmed Primary source s. 517.0611(4)(c), (d) and (e). Paragraph (4)(a) also requires a for-profit entity whose principal place of business is in Florida and which derives its revenues primarily from operations in Florida.

Local exemption

• Exemption: Invest Local Exemption (s. 517.0612) Unconfirmed, confirm with counsel Secondary source (summary) Reported up to $500,000.

LLC act

• Statute: Florida Revised Limited Liability Company Act (Chapter 605, Florida Statutes)

Real estate licensing

• Rule: An entity that sells, exchanges or leases its own real property is exempt from the real estate broker licensing part of Chapter 475 Confirmed Primary source s. 475.011(2). The exemption is not available if and to the extent an agent, employee or contractor paid on a transactional basis sells to customers in the ordinary course of the owner's business of selling or leasing real property to the public. The section does not expressly cover selling ownership interests in an entity that owns real property, and whether selling LLC units or tokens is brokerage was not determined.

Escrow

• Rule: Investor funds are held in an account at a federally insured financial institution authorized to do business in Florida until the target amount is reached; if the target is missed or the offering ends, refunds are due within 10 business days Confirmed Primary source s. 517.0611(4)(f). Applies to an offering made under the Florida Limited Offering Exemption only. The notice must name the institution (5)(e).

Taxes

• Documentary stamp tax: 70 cents per $100 of consideration on deeds and instruments conveying Florida real property Confirmed Primary source s. 201.02(1)(a). Under (1)(b), when real property is conveyed to a conduit entity without full consideration and the grantor's interest in the entity is later transferred for consideration within 3 years, tax is imposed on each such transfer at the same rate, prorated if the entity holds other assets. No county-specific rate appears in this section.
• Reassessment on transfer: For nonhomestead residential property with nine or fewer dwelling units, a change of ownership or control resets the assessed value to just value as of the next January 1 Confirmed Primary source s. 193.1554(5). A change of ownership or control includes any sale, foreclosure or transfer of title, and the cumulative transfer of control or of more than 50 percent of the ownership of the legal entity that owned the property. Otherwise annual increases are capped at 10 percent (3). Property with ten or more units and nonresidential property fall outside this section and were not read.

Foreign ownership

• Rule: Defines foreign principals tied to seven foreign countries of concern, including a controlling interest in an entity formed to own Florida real property Unconfirmed, confirm with counsel Primary source Only the definitions in s. 692.201 were read: foreign country of concern, foreign principal, military installation and critical infrastructure facility. The operative purchase restriction, its distance rules, exemptions and penalties are in other sections of Chapter 692 and were not read.

Sources

Research date

Researched 2026-10-30 to 2026-11-02.