StateCF Escrow Rules

1. What these rules are

StateCF calls this process escrow because that is the word most people know. Legally it is a bank deposit arrangement: investor money goes into an account at a Florida bank in the company's name and stays there until the offering's target is proven received. These rules explain how StateCF runs that process. They do not replace Chapter 517, the company's offering documents, or the bank's own account terms.

1. StateCF never holds, receives or moves investor money. Investors pay the company's offering account at its bank directly.
2. StateCF watches the offering account read-only, checks that the target was really received from investors, and records the release. The bank moves the money.
3. If these rules and the law ever differ, the law controls.

2. Who does what

1. The company opens and owns the offering account, keeps it restricted until release, and never uses investor money before release.
2. The bank (the depository) holds the money, reports balances and activity, and pays out only on a proper release or refund.
3. StateCF runs the portal, matches deposits to investor subscriptions, reviews anything unexplained, and records the release only when every check passes.
4. The investor subscribes on StateCF, pays the offering account directly using the reference on their subscription, and may cancel during the cancellation window.

3. Before an offering is published

1. Open a dedicated offering account at a bank or depository authorized to do business in Florida, in the company's exact legal name. It is used for this offering's investor money and nothing else.
2. Ask the bank to restrict withdrawals until StateCF's release is recorded. StateCF recommends a written account agreement with the bank saying so.
3. Connect the offering account to StateCF read-only under Offering Account, or, if the bank cannot connect, agree to upload statements (section 8).
4. Submit the notice of escrow opening under Offering Account: the bank's name and address, the name on the account, the routing and account numbers of the offering account, the same for the operating account the money moves to after release, the date opened, and the bank's letter confirming it. StateCF verifies it and posts the notice of opening. Investors cannot see how to pay until it is verified.
5. Enter the offering's target amount on the Escrow page. It must match the target disclosed to investors.
6. Set the offering's end date on the tombstone. Invest Local: up to 180 days from the day it opens (§ 517.0612(8)(h)). Limited Offering: up to 365 days (§ 517.0611(5)(g)), and no later than 12 months after the OFR notice is filed (§ 517.0611(5)). A tombstone cannot be published without an end date inside that limit.
7. Sign the StateCF agreement under Plan & Billing: the software-as-a-service agreement or the success-based commission agreement. A tombstone cannot be published until the company has signed it and StateCF has countersigned it.
8. On a commission plan, keep an active card or bank account on file under Plan & Billing before the offering is published. StateCF has no access to the escrowed funds.

4. While the offering is open

1. Investors pay the offering account directly by ACH, wire or check, and include their subscription reference (for example SCF-20260915-1234). Payments never go to StateCF or to the company's operating account.
2. Only an investor's deposit that is matched to that investor's subscription counts toward the target.
3. Money from the company, its owners, officers, family or anyone who is not a subscribing investor must not be put into the offering account to make the raise look complete. It never counts, and it is flagged.
4. No money may leave the offering account before release, for any reason. Any withdrawal is flagged to StateCF compliance the day it appears and blocks the release until it is explained.
5. Keep the connection live. If the bank asks the company to sign in again, reconnect promptly. Disconnecting or revoking StateCF's access is reported to compliance and blocks the release.
6. An investor may cancel at any time before their payment is received, and for 3 days after it is received. The law (§ 517.0612(12)) gives 3 days after the investor first pays; StateCF counts from receipt, which is never earlier, so the investor never gets less time. A payment is received when it is matched to the subscription in the offering account, or when staff record it from a bank statement. Money inside those 3 days is not counted toward the target.
7. StateCF emails the investor automatically: when the subscription is signed (with their cancellation right), when the payment is recorded (with the exact deadline), 24 hours before the deadline, and when the 3 days end. When an investor cancels, StateCF confirms it to the investor and notifies the company; if money was paid, a refund-due item opens for staff.

5. How deposits are matched to investors

1. StateCF matches a deposit to a subscription automatically when the amount is exact to the cent and the deposit posts between 2 days before and 21 days after the subscription.
2. When the bank description contains the subscription reference or the investor's name, that decides the match.
3. When two subscriptions fit equally well and nothing tells them apart, StateCF does not guess. The deposit waits for staff review.
4. Staff may match a deposit by hand. If the amounts differ (for example one wire covering two subscriptions), staff must write down why.
5. Pending bank items are ignored until they post.

6. The release checklist

StateCF records a release only when every item below passes. The check runs on the server at the moment of release, not just on the screen.

1. The offering account is connected and the connection is active (or, for banks that cannot connect, a statement has been verified by staff).
2. Investor deposits matched to subscriptions, each past its 3-day cancellation period, add up to at least the target.
3. The live bank balance covers the target and was read within the last 15 minutes (or the verified statement balance covers it and is no more than 5 days old).
4. No withdrawal is unexplained.
5. Every deposit is either matched to an investor or explained. Nothing is flagged.
6. The account holder is the company, confirmed by the bank's records or by staff from a bank document.
7. The notice of escrow opening is verified, and a statement has been uploaded for every 30-day period since the account opened.
8. The offering is within its deadline: its own end date or its exemption's limit after it opened, whichever is first (Invest Local 180 days; Limited Offering 365 days and within 12 months of the OFR notice).
9. Every investor was sent the final notice (section 7) and its 48-hour window has closed. A notice more than 30 days old must be sent again.
10. The bank's written confirmation of the balance is uploaded.
11. The company's agreement with StateCF is signed by the company and countersigned by StateCF.

7. Recording the release

1. Final notice. Once investor deposits reach the target, StateCF emails every investor with money in the offering: the company is about to receive the funds, and this is their last opportunity to cancel. Investors have 48 hours from that notice to cancel from their Escrow page, and are refunded in full if they do.
2. A cancellation during the final notice sends that investor's deposit back for review. If it drops the total below the target, the release waits until the target is met again.
3. When the checklist passes, StateCF staff record the release. The checklist exactly as it stood, the amount counted and the subscriptions counted are saved with the release.
4. The subscriptions counted are cleared and investors' certificates can issue.
5. The bank releases the funds only to the company, under the escrow agreement between the company and its bank and the offering terms. StateCF is not the escrow agent, is not an escrow payee, and receives nothing from the escrow account or the bank.
6. On a commission plan, the commission is owed only now, after this successful offering, once the released proceeds are in the company's own account. The company pays it from that account within 5 business days; if it does not, StateCF charges the card or bank account the company keeps on file.

8. Monthly statements and proof of closing

1. From the date the account opened, upload a new statement every 30 days until release. StateCF emails a reminder 5 days before each is due, a notice that the offering is at risk of suspension when one is late, and a suspension warning (with a compliance alert) when it is more than 10 days late.
2. For the release, also upload a statement or bank-issued balance printout dated within 5 days.
3. Within 30 days after release, upload proof of closing: the statement showing the full released amount moved to the operating account, and any investor refunds.
4. Staff check each statement against the subscriptions and record its ending balance and date. Only staff-verified statements count.
5. Staff record each subscription's payment as received, with the date the money arrived, only when it appears on a statement or bank notice. That date starts the investor's 3-day right to cancel.

9. If the target is not met

1. Every offering has a deadline: its own end date or its exemption's limit after it opened, whichever comes first. Invest Local: 180 days (§ 517.0612(8)(h)). Limited Offering: 365 days, and no later than 12 months after the OFR notice is filed (§ 517.0611(5), (5)(g)). Investor money never waits longer than that.
2. If investors cancel and are refunded, the refunded amounts no longer count. The company must keep raising until investor deposits are back at the full target before a release can be recorded.
3. If the target is not reached and released by the deadline, the offering closes and every investor is refunded in full from the offering account. StateCF's daily check raises a critical compliance alert the day after a deadline passes.
4. Under § 517.0612(8)(h), an Invest Local offering that has not met its target within 180 days after it opens is terminated and the money is promptly returned. Under § 517.0611(4)(f), a Limited Offering that misses its target refunds investors within 10 business days.
5. StateCF records each refund against the investor's subscription. The company and its bank carry out the refunds.

10. StateCF's fees

1. Fees are paid by the company, never by investors, and are never added to a subscription.
2. A company is on one of two compensation models, never both. Software-as-a-service: a monthly subscription for use of the platform, owed whether or not any capital is raised and not tied to any sale. Success-based commission: 8% of the proceeds released to the company, owed only after a successful offering and paid by the company from its own account. No commission is owed if the offering fails, is cancelled or does not meet its funding condition.
3. No StateCF custody or escrow payment. Investor funds go directly to the company's designated bank escrow account. StateCF does not receive, hold, possess, manage, transfer, withdraw, direct or control investor funds, is never named as an escrow payee, and is never paid from escrow proceeds.
4. If the offering does not meet its funding condition by its deadline, the escrow agent returns the escrowed funds to the investors.
5. A company's card or bank account is entered only on Stripe's secure page. StateCF stores the last four digits.
6. An invoice more than the grace period past due (10 days unless StateCF sets otherwise) puts the company on hold: no new offering may be published and no services may be bought. A hold never delays an investor's refund, certificate or disclosures.

11. What gets flagged

1. A withdrawal before release.
2. A deposit that cannot be matched to an investor.
3. An account holder name that does not match the company.
4. The company disconnecting or revoking StateCF's access while the offering is open.
5. Flags go to StateCF compliance. StateCF may pause or suspend an offering while it reviews, and reports to the Office of Financial Regulation where the law requires.
6. Failure to comply with these escrow provisions can result in StateCF suspending the company's offering, and in further action by the Florida Office of Financial Regulation under Chapter 517.

12. Records

1. StateCF keeps the account activity it read, every match and explanation with who made it and when, every statement and bank letter, the release checklist at release, the signed fee schedule text, and every invoice and payment.
2. The bank access token is encrypted. StateCF never stores an account or routing number.