Florida Statutes

Fla. Stat. § 517.07 (2025)

Registration of securities.

✓ 2025 Florida Statutes — current through the 2025 Regular Session

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517.07 Registration of securities.—

(1) It is unlawful and a violation of this chapter for any person to sell or offer to sell a security within this state unless the security is exempt under s. 517.051, is sold in a transaction exempt under s. 517.061, is a federal covered security, or is registered pursuant to this chapter.

(2) No securities that are required to be registered under this chapter shall be sold or offered for sale within this state unless such securities have been registered pursuant to this chapter and unless prior to each sale the purchaser is furnished with a prospectus meeting the requirements of rules adopted by the commission.

(3) The office shall issue a permit when registration has been granted by the office. A permit to sell securities is effective for 1 year from the date it was granted. Registration of securities shall be deemed to include the registration of rights to subscribe to such securities if the application under s. 517.081 or s. 517.082 for registration of such securities includes a statement that such rights are to be issued.

(4) A record of the registration of securities shall be kept by the office, in which register of securities shall also be recorded any orders entered by the office with respect to such securities. Such register, and all information with respect to the securities registered therein, shall be open to public inspection.

(5) Notwithstanding any other provision of this section, offers of securities required to be registered by this section may be made in this state before the registration of such securities if the offers are made in conformity with rules adopted by the commission.

History.—s. 6, ch. 14899, 1931; CGL 1936 Supp. 6002(7); s. 3, ch. 24066, 1947; s. 11, ch. 25035, 1949; ss. 12, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; s. 2, ch. 78-435; ss. 5, 15, ch. 79-381; ss. 4, 5, ch. 80-254; ss. 2, 3, ch. 81-318; s. 1, ch. 83-201; s. 5, ch. 85-165; s. 6, ch. 86-85; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 4, ch. 97-224; s. 587, ch. 2003-261.

Arrestable Offenses under F.S. 517.07

M = misdemeanor · F = felony · degree: F=1st S=2nd T=3rd

§517.07(1)PUBLIC ORDER CRIMESSELL UNREGISTERED NONEXEMPT SECURITYF · 3rd

§517.07(2)PUBLIC ORDER CRIMESFAIL REGIST PROV PROSPECTUS MEETNG REQUIREMENTF · 3rd

§517.07PUBLIC ORDER CRIMESREMOVEDF · 3rd

Notes of Decisions

Cited in 68 cases (12 in the last 5 years), 1962–2026 · leading case: Honig v. Kornfeld, 339 F. Supp. 3d 1323 (S.D. Fla. 2018).

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Honig v. Kornfeld, 339 F. Supp. 3d 1323 (S.D. Fla. 2018). · cites it 6× “211 (referencing Fla. Stat. § 517.07 ). Section 517.211(1) provides that: Each person making the sale and every director, officer, partner, or agent of or for the seller, if the director, officer, partner, or agent has personally participated or aided in making the sale, is…”

Barnebey v. E.F. Hutton & Co., 715 F. Supp. 1512 (M.D. Fla. 1989). · cites it 6× “Miller’s motion for summary judgment on Count I (non-registration under Section 517.07, Florida Statutes) and memorandum in support thereof, filed January 4, 1989.”

Hodges v. Harrison, 372 F. Supp. 3d 1342 (S.D. Fla. 2019). · cites it 7× “' Fla. Stat. § 517.07 (1). Accordingly, in order for Plaintiffs to prevail .”

Temple v. Gorman, 201 F. Supp. 2d 1238 (S.D. Fla. 2002). · cites it 4× “” Fla.Stat. § 517.07 (Supp.2001). The primary issue for the Court’s consideration is whether the securities sold to Plaintiffs were federally “covered securities.”

State v. Robarge, 450 So. 2d 855 (Fla. 1984). · cites it 5× “In Buchman we held that the state did not have to prove the lack of an exemption to obtain a conviction for the sale of unregistered securities under section 517.07, Florida Statutes (1975), [3] even though the statutory exception which set out the *857 exemptions appeared in…”

Stowell v. Ted S. Finkel Inv. Servs., Inc., 489 F. Supp. 1209 (S.D. Fla. 1980). · cites it 4× “Counts II and V allege that the defendants failed to register the limited partnership units as securities in violation of Sections 12(1) and 12(5) of the Securities Act of 1933 and Section 517.07 of Florida Statutes. Count III alleges common law fraud.”

State v. Buchman, 361 So. 2d 692 (Fla. 1978). · cites it 4× “Section 517.07, Florida Statutes, forbids the sale of unregistered securities in this State unless the securities are exempt or the transaction is exempt.”

Speights v. State, 414 So. 2d 574 (Fla. 1st DCA 1982). · cites it 4× “1978) the court examined Section 517.07, Florida Statutes (Supp. 1976), [11] which makes it illegal to sell any unregistered security in Florida, unless the sale is of a security from a statutorily exempted class of securities.”

In Re SM 104 Ltd., 160 B.R. 202 (Bankr. S.D. Florida 1993). · cites it 2× “§ 77e; Fla.Stat. § 517.07. See also 11 U.S.C. § 1145 .”

Moecker v. Antoine, 845 So. 2d 904 (Fla. 1st DCA 2003). · cites it 3× “07 do not apply to, among other transactions, to: (11)(a) The offer or sale, by or on behalf of an issuer, of its own securities, which offer or sale is part of an offering made in accordance with all of the following conditions: 1. There are no more than 35 purchasers, or the…”

Frank Musolino v. Yeshivat Beth Hillel of Krasna, 137 F. App'x 321 (11th Cir. 2005). · cites it 7× “Musolino then filed this action seeking to rescind his purchases of the unregistered Buzzeo stock from Machzikei Hadas and claimed that: (1) the securities were unregistered and not exempt from registration pursuant to Fla. Stat. § 517.07 , and (2) Machzikei Hadas, through its…”

Schlenkerman v. Goldbronn (In Re Goldbronn), 263 B.R. 347 (Bankr. M.D. Fla. 2001). · cites it 2× “The arbitration panel also determined that the securities were unregistered in violation of Section 517.07, Florida Statutes. That finding, however, is not relevant to this motion for summary judgment.”

Show all 68 citing cases →

— 517.07(1) — 5 cases

Moecker v. Antoine, 845 So. 2d 904 (Fla. 1st DCA 2003). “07 do not apply to, among other transactions, to: (11)(a) The offer or sale, by or on behalf of an issuer, of its own securities, which offer or sale is part of an offering made in accordance with all of the following conditions: 1. There are no more than 35 purchasers, or the…”

Venezia v. Sunrise View, Inc., 93 So. 3d 1051 (Fla. 4th DCA 2012).

Trucks v. Williams (In re Williams), 370 B.R. 397 (Bankr. M.D. Fla. 2007).

Acf IV, LLC v. Fdi Capital, LLC (Fla. 3d DCA 2025).

Sadiq Mustafa Jaffer & Mohamedtaki Mustafa Jaffer v. Farhan Rafique, Raza Khan & Loadstop, Inc. (M.D. Fla. 2026).

— 517.07(2) — 1 case

Trucks v. Williams (In re Williams), 370 B.R. 397 (Bankr. M.D. Fla. 2007).

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