Investors: you pay the company. Not StateCF. Offerings are limited to Florida residents.
OFR rules
Florida Chapter 517: the rules this portal runs on
A plain-language summary of the Florida statutes that govern StateCF and every offering on it, as amended by SB 532 (2024) and HB 379 (2025). It is a working reference, not legal advice; confirm with counsel and the Office of Financial Regulation (flofr.gov).
§ 517.0611
Florida Limited Offering Exemption. Up to $5,000,000 from Florida residents, accredited and non-accredited, less what the company sold in the 12 months before its first offer or sale; sales to officers, directors, managers and owners of 20% or more do not count (§ 517.0611(9)). A non-accredited investor may buy no more than $10,000 from one company in 12 months (§ 517.0611(10)). An offering of $2,500,000 or more must be conducted through a registered dealer or intermediary (§ 517.0611(4)(b)). Notice filed with the OFR, with a $200 fee, at least 10 days before the offering opens or appears on an intermediary's website; the notice and the offering expire 12 months after filing (§ 517.0611(5)). The target date may be up to 365 days away (§ 517.0611(5)(g)); if the target is missed, investors are refunded within 10 business days (§ 517.0611(4)(f)). Disclosure statement delivered to each investor at least three days before any commitment (§ 517.0611(8)). General solicitation permitted, always stating the Florida-residents-only limitation.
§ 517.0612
Florida Invest Local Exemption. Up to $500,000, less everything the company sold in the 12 months before its first offer or sale under this exemption (§ 517.0612(5)). Florida residents only. The company may accept no more than $10,000 from any one purchaser in the offering, unless the purchaser is (or is reasonably believed to be) accredited, is an officer, director, partner or trustee, or owns 10% or more of the company; family members at the same home, and entities they own more than half of, count as one purchaser (§ 517.0612(6)). Bank deposit condition: funds go to a bank or depository authorized in Florida, and the company may not withdraw proceeds until the target is met. If the target is not reached within 180 days of the offering opening, the offering terminates and funds are promptly returned (§ 517.0612(8)(h)). Notice and disclosure statement filed with the OFR at least 5 business days before opening; amendments within 3 business days of a material change. Purchases are voidable for three days after first tender.
§ 517.0613
Failure to comply. A cure framework for non-intentional technical violations; intentional or uncured violations lose the exemption.
§ 517.0614
Integration of offerings. When concurrent offerings are treated as one, and the safe harbors that keep them apart.
§ 517.0615
Demo-day safe harbor. Presentations at events sponsored by universities, nonprofits, governments, chambers, angel groups, incubators or accelerators are not general solicitation. No commitments or payments may be taken at the event.
§ 517.0616
Bad-actor disqualification. The company, its directors, officers, 20% equity holders, general partners, promoters and selling agents are screened against the SEC Rule 506(d) disqualifying events. Any change in covered persons during an offering triggers a new screen.
§ 517.0611(12)–(13)
Intermediary duties. Fraud-risk reduction measures; prominent risk disclosures on the website; proof of Florida residency from every investor; monthly updates of sales and cancellations on each offering page; no financial interest in any company (§ 517.0611(12)). An intermediary that is not a dealer may not give investment advice or recommendations, solicit purchases, pay anyone for soliciting or based on sales, or hold investor funds or securities (§ 517.0611(13)).
§ 517.301
Antifraud. Applies to every offering regardless of exemption. No misrepresentations, no omissions of material fact.
§ 517.34
Specified adults. Transaction delays of up to 45 days when financial exploitation of an elderly or vulnerable investor is suspected.
§ 517.191 / § 517.211
Enforcement and private remedies. Civil penalties up to $20,000 per violation for individuals and $25,000 for entities (doubled when a specified adult is harmed), and joint and several liability for control persons.
How StateCF applies them
- Every investor account confirms Florida residency and completes investor education before the first subscription.
- StateCF policy, stricter than the statute: the checkout holds a non-accredited investor to $10,000 in total across all offerings in any 12 months, and records the investor's certification of what they invested elsewhere.
- The disclosure statement must be on file and delivered at least three business days before checkout opens for an offering.
- Investors may cancel any time before payment and for 3 days after they first pay (§ 517.0612(12)); StateCF starts that clock when the payment arrives, which is never earlier. The portal emails the deadline when payment is recorded, a reminder in the last 24 hours, and a confirmation when it ends; the company is notified of every cancellation.
- The company's OFR notice, amendments and monthly updates are logged with their references and dates; REAL has no API, so StateCF keeps the record.
- Funds go to the Florida depository named by the company; the cap table will not issue more shares than authorized or offered.
- StateCF reviews tombstones and presentation rooms for antifraud and Chapter 517 fit, with AI assistance, before anything is published, and may suspend a listing and notify OFR.
Chapter 517 and federal crowdfunding are different licences
StateCF operates under Florida's Chapter 517 as an intermediary registered with the Office of Financial Regulation. Registration does not imply that such person has been sponsored, recommended, or approved by the state or an agency or officer of the state or by the United States or an agency or officer of the United States. It is not a FINRA funding portal, and offerings here are not Regulation Crowdfunding offerings unless a listing says so explicitly. The two regimes answer different questions, so the table below is a comparison of the rules, not a recommendation of either route.
| Rule | Federal Regulation CF | StateCF |
|---|---|---|
| Regulator | SEC, with FINRA oversight of the portal | Florida Office of Financial Regulation |
| What the site is | Funding portal and FINRA member | OFR-registered intermediary. Registration does not imply that such person has been sponsored, recommended, or approved by the state or an agency or officer of the state or by the United States or an agency or officer of the United States. Not a FINRA member |
| Who may invest | Investors nationwide | Florida residents only |
| Core filing | Form C, filed with the SEC | Notice filed with the OFR under Chapter 517 |
| Raise ceiling in 12 months | Up to $5,000,000 | $500,000 under § 517.0612, or up to $5,000,000 under § 517.0611, each less what the company sold in the prior 12 months |
| Per-investor limit | A federal formula on income and net worth | $10,000 per purchaser per offering under § 517.0612(6), unless accredited, an insider or a 10% owner. StateCF policy: $10,000 in total across all offerings in any 12 months for a non-accredited investor |
| Where the money sits | A qualified third party until closing | A Florida bank or depository named by the company. Never StateCF |
| The Sprowtt entity | Sprowtt CF, a federally regulated funding portal | StateCF, this site, not regulated by FINRA |
For a Florida company selling to Florida residents, the state route is the simpler paperwork: no Form C, and no FINRA membership behind the site. The trade is written into the statute — every purchaser must be a Florida resident, and a single non-resident purchaser can defeat the exemption. When an offering needs to reach investors nationwide, that is the federal route and a different entity: Sprowtt CF, an SEC-registered funding portal and FINRA member, affiliated with StateCF by common ownership. Registration does not imply that such person has been sponsored, recommended, or approved by the state or an agency or officer of the state or by the United States or an agency or officer of the United States. Which route fits is a question for your own counsel.
Rule 147A is worth knowing either way: offers may travel across state lines, but sales must stay within the company's state. Sitting in a room outside Florida does not make an out-of-state buyer eligible.