USA – FLORIDA Trends and Developments Contributed by: Rebecca G. DiStefano, Jeannie Regidor and Marina Olman-Pal, Greenberg Traurig, P.A.
The Division of Securities of the OFR administers and enforces compliance with the Florida Securities and Investor Protection Act (the “FSIP Act”), which is designed to protect the investing public and promote economic growth. The division regulates the sale of securities in, to or from Florida to determine compli- ance with state law. The OFR also regulates certain participants in the securities markets, including issu- ers of securities and the intermediaries involved in securities transactions – ie, securities dealers and investment advisers. Issuances of securities are subject to an intercon- nected dual federal and state regulatory framework. Given the duality of a securities regulatory framework, adaptation of Florida’s securities laws to accommo- date digital assets and cryptocurrencies has been lim- ited while awaiting rulemaking at the federal level by the SEC and CFTC. Federal guidelines for the taxono- mies of digital assets emerged in 2026. In March 2026, the SEC (in conjunction with the CFTC) identified four categories of crypto-assets that will not be consid- ered securities, including digital commodities, digital collectibles, digital tools and payment stablecoins. In contrast, digital securities – financial instruments that fall within the statutory definition of “security” and are represented or recorded using distributed ledger or similar technology – remain subject to the federal securities laws. All other categories of digital assets will not be considered securities by the SEC unless offered and sold as part of an “investment contract” or unless such taxonomy is superseded by federal legislation. While Florida securities laws have not been amended to date, the OFR has stated that a digital asset or cer- tain transactions involving digital assets that meet the definition of “security” under Florida law (digital asset securities) may be subject to the FSIP Act. Such digital asset securities may be required to satisfy the securi- ties registration requirements under Section 517.07, F.S. Additionally, the OFR stated that the offer and sale of digital asset securities are subject to the antifraud provisions of Section 517.301, F.S. Although Chapter 517, F.S. of the FSIP Act has not been amended to add digital-asset-specific definitions, SB 532, known as the Invest Local Act and effective 1 October 2024, modernised the private-placement and accredited-
investor exemptions and tightened the OFR’s enforce- ment tools, without importing a federal crypto tax- onomy. Florida’s Digital-Asset Definitional Framework Florida’s operative state-level definitions for digital assets presently live in three statutes that approach the question with quite different purposes. Florida’s UCC Article 12 The first is Chapter 669, F.S. – Florida’s enactment of UCC Article 12 – which was signed into law as Chapter 2025-92 and effective 1 July 2025. This stat- ute defines a “controllable electronic record” (CER) as a record stored in an electronic medium that can be subjected to “control” under Section 669.105, F.S. CERs include cryptocurrencies, non-fungible tokens (NFTs) and digital assets carrying embedded payment rights. A “qualifying purchaser” is one who acquires control of a CER for value, in good faith, and without notice of competing claims; under Section 669.104, F.S., that purchaser takes the CER free of others’ property claims. Companion amendments to Article 9 add the related categories of “controllable account” and “controllable payment intangible” (Chapter 679, F.S.). Stablecoin legislation (awaiting governor signature) For payments and money transmission, the 2026 payment-stablecoin legislation (CS/CS/HB 175 and CS for SB 314), which passed both chambers of the Florida Legislature in March 2026 and is discussed in Section IV, inserts a uniform “digital asset” definition into Section 560.103, F.S.: any digital representation of value recorded on a cryptographically secured digi- tal ledger, excluding national currencies, bank depos- its (even those recorded on distributed ledgers), and securities as defined in Section 517.021, F.S. and the federal Securities Act, Exchange Act and Investment Company Act. The same bills define “distributed ledg- er” and “blockchain”, tracking the formulations that the federal GENIUS Act and the CLARITY Act draft use, and bringing Florida’s working vocabulary in line with the federal regulatory baseline.
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