Practice Area · Securities Law Violations

Unregistered Securities Attorney

Selling unregistered securities or selling securities without a license is illegal under both federal and Florida law. If someone sold you an unregistered investment, you may be entitled to a full refund of your purchase price, plus interest, regardless of whether you can prove fraud.

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The Key Right You May Not Know You Have

Rescission Without Proof of Fraud

If the Security Was Not Registered, You May Be Entitled to Your Money Back. No Fraud Required.

Under Section 12(a)(1) of the Securities Act of 1933 and Section 517.211 of the Florida Statutes, the sale of an unregistered security that is not exempt from registration entitles the purchaser to rescind the transaction and recover the full purchase price plus interest. You do not need to prove the seller knew the security was unregistered, acted with fraudulent intent, or caused your loss through misrepresentation. The violation of the registration requirement is sufficient.

What Registration Requirements Exist and Why They Matter

The registration requirements under the Securities Act of 1933 exist to protect investors. Before a security can be offered or sold to the public, the issuer must file a registration statement with the SEC disclosing its financial condition, business risks, management background, and the terms of the offering. This disclosure requirement allows investors to make informed decisions and gives regulators the ability to review the offering before it reaches the public.

When a security is sold without registration, and without qualifying for an exemption, the investor has been denied the protections Congress designed for them. Federal and state law respond to that violation by giving investors a powerful remedy: the right to undo the transaction entirely.

Types of Violations

Registration Violations That Give Rise to Investor Claims

Unregistered securities sold to the public: The issuer offered or sold securities without filing a registration statement with the SEC and without qualifying for an applicable exemption under Regulation D, Regulation A, or another recognized exemption.
Failed Reg D exemption: The offering purported to rely on Regulation D but failed to comply with its requirements, including the prohibition on general solicitation in Rule 506(b) offerings, the accredited investor verification requirements, or the Form D filing obligation.
Accredited investor misclassification: The seller represented that the offering was limited to accredited investors but sold to investors who did not meet the accredited investor income or net worth thresholds, destroying the exemption and rendering the sale unlawful.
Unlicensed broker or dealer: The person who sold the securities was not registered as a broker-dealer or agent with FINRA or the applicable state securities regulator as required by the Securities Exchange Act and state blue sky laws.
Selling away: A registered broker sold securities outside of their firm's approved product list without the firm's knowledge or authorization, typically into a private transaction that was not registered and not supervised.
Unregistered investment adviser: The person managing your investments or providing investment advice for compensation was not registered with the SEC or state regulators as required by the Investment Advisers Act of 1940 or state law.

SEC Enforcement Insider

A Former SEC Enforcement Attorney Who Has Prosecuted Registration Violations

Jorge L. Riera's decade at the SEC's Division of Enforcement in Miami included prosecution of securities offerings that violated the registration requirements of the Securities Act. The $132 million Wealth Pools International enforcement action, which affected 70,000 investors across 64 countries and was personally recognized by then-Commissioner (now SEC Chair) Paul S. Atkins at SEC Speaks 2008, involved precisely the kind of large-scale unregistered offering that causes massive investor harm.

Florida Chapter 517 Knowledge

Florida's Chapter 517 provides a right of rescission for unregistered securities sold in Florida that is parallel to and in some respects broader than the federal Securities Act remedy. Jorge served on the Florida Bar Task Force advising on Chapter 517 modernization, giving him deep familiarity in how Florida's registration requirements interact with and supplement federal law to provide Florida investors with additional recovery options.

Attorneys' Fees Recovery

Both the federal Securities Act and Florida Chapter 517 provide for recovery of attorneys' fees by a prevailing investor in a registration violation case. In viable cases, this means that the investor's full recovery is not reduced by legal fees, and that the firm or issuer that sold the unregistered security bears the cost of the litigation they caused.

All registration violation and unregistered securities claims are handled on a contingency fee basis. No legal fee unless we recover.

Case costs and expenses are payable from any recovery as provided in the written engagement agreement.

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Common Questions

Registration Violations: Frequently Asked Questions

You can search for registered securities on the SEC's EDGAR database at sec.gov/edgar. For broker registration, search FINRA BrokerCheck at brokercheck.finra.org. For investment adviser registration, search the SEC's IAPD at adviserinfo.sec.gov. If you cannot find your investment or your broker/adviser in these databases, that is a significant red flag that warrants an immediate consultation with a securities attorney.

No. Exemptions from registration have specific legal requirements that must be satisfied. The seller's belief that an exemption applied does not make it so. If the offering did not actually qualify for the claimed exemption, including because it failed the general solicitation restriction, the investor qualification requirements, or the manner of offering conditions, the sale remains unlawful and the rescission right is available to the investor.

In a rescission claim under Section 12(a)(1) of the Securities Act, the investor has the right to recover the purchase price paid plus interest, minus any income received from the security. If the security is worthless, the investor can tender the security (or its equivalent) and recover the full amount invested. The fact that the security has no value does not defeat the rescission right; it makes it more valuable.

Under the Securities Act, rescission claims under Section 12(a)(1) must be brought within one year of the violation. Under Florida Chapter 517, claims for unregistered securities generally must be brought within two years of the sale. These periods are shorter than the six-year FINRA eligibility window and the limitations period for fraud claims, making prompt consultation with an attorney essential in registration violation cases.

No Fee Unless We Win

If the Investment Was Not Registered, You May Not Have to Prove Anything Beyond That.

Registration violation cases can be among the most powerful investor claims available under securities law. Contact the firm for a free, confidential evaluation of whether the investment you were sold was properly registered and whether you have a right of rescission.

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