[PDF]Coinbase, Inc. Florida Money Transmission License Application

STATE OF FLORIDA
OFFICE OF FINANCIAL REGULATION



APPLICATION FOR LICENSURE AS MONEY SERVICES BUSINESS
Chapter 560, Florida Statutes

Check the box that indicates what you would like to do:

0 File an Initial Application (Filing fees required - See instructions)

□ File an Amendment (circle the question(s) amended)

□ **Surrender License/Withdraw (Effective date of surrender/withdrawal: )

(MM/DD/YYYY)

1. If initial application or amendment, check the type(s) of license(s) requested:

Part II License: Part III License:

0 Money Transmitter Q Foreign Currency Exchanger

El Payment Instrument Issuer □ Check Casher

2. Will the applicant/licensee also engage in Deferred Presentment Transactions? Yes G No 0

(If yes, file Form OFR-560-03 and statutory fee.)

3. Applicant Information

A. Business Name of Applicant (if sole proprietor provide first name, middle name, & last name):
Coinbase, Inc.



B. D/B/A or Fictitious Name:



C. IRS Employee Identification Number (FEID):



D. Business Main Address (Street address only - do not use a P.O. Box):



(Number and Street) (City) (State)

E. Address where records stored (Street address only - do not use a P.O. Box):



(Zip Code)



(Number and Street) (City)
F. Mailing Address, if different from Business (P.O. Box acceptable):



(State)



(Zip Code)



(Number and Street)
G. Business Telephone Numbers:



(City)



(State)



(Zip Code)



(Business Phone)

4. Contact Information:

A. Contact Person Name and Title:
Beauchamp Todd



(Business Fax)



Outside Counsel, Paul He



(Last Name)



(First Name)



(Middle)



B. Contact Person Mailing Address:

1 1 70 Peachtree Street, N.E. Suite 1 00 Atlanta GA 30309



(Title)



(Number and Street)

C. Contact Person Telephone Number:
( 404 ) 815 - 2154



(City)



( 404 ) 685 - 5154



(State)



(Zip Code)



(Contact Person Phone) (Contact Person Fax)

D. Contact Person E-mail address: Toddbeauchamp@paulhastings.com



Form OFR-560-01, Effective January 2, 2014, Incorporated by Reference in Rule 69V-560.1012, F.A.C.



5. Applicant Organization and History of Operations:

A. Applicant is a: 0 Corporation, □ Partnership, □ Association, □ LLC, □ Individual,
□ Other (Explain):

B. If applicant is a corporation, partnership, association, LLC, or other legally formed entity:

(1 ) List the date and state the business was incorporated / formed:
05/14/2012 DE

(Date) (State)

(2) Provide a copy of a certificate of good standing from the state or country in which applicant was incorporated
or formed.

(3) Provide a chart or description of the organizational structure of the applicant, including the identity of any
parent or subsidiary of the applicant.



C Is the applicant, parent or subsidiary of the applicant publicly traded on any stock exchange? Yes □ No 0
(1 ) If yes, provide the name of the exchange or similar regulator and stock symbol(s):



(2) If the applicant is publicly traded, provide copies of all filings made by the applicant with the United States
Securities and Exchange Commission, or with a similar regulator in a country other than the United States,
within the year preceding the date of filing this application.



D. (1) Is the applicant engaged in the same or similar business in any other state? Yes 0 No □
(If yes, attach a list of the state(s) of licensure, date(s) issued and license number(s).)

(2) Is the applicant registered with the Financial Crimes Enforcement Network (FinCEN) as a Money Service
Business ("MSB")?

Yes Q No □ (If not, then read page 3 of the instructions for information regarding registration requirements)

(3) Provide a copy of the applicant's written anti-money laundering program as required under 31 C.F.R. ss.
103.125.

E. Does the applicant perform any other services? Yes 0 No □ (If yes, list other services performed.)

See Business Description.

F. Does the applicant propose to engage in licensed activities at any location other than the main office or through
an authorized vendor? Yes 0 No 0

(If yes, read page 2 in the instructions for requirements regarding notification of locations and authorized vendors
and attach a copy of your vendor contract.)

G. List every chief executive officer, chief financial officer, chief operations officer, chief legal officer, chief
compliance officer, BSA/AML compliance officer, director, member, sole proprietor, controlling shareholder (See
page 2 of instructions for definition of "controlling shareholder"), and responsible person for the applicant in the
table below. Attach additional sheets if necessary. For every person listed, attach a completed Biographical
Summary Form OFR-560-01 and submit fingerprints to a live scan vendor approved by the Florida Department of
Law Enforcement. (Refer to page 2 in the instructions for additional guidance)

In addition to identifying all owners of 25% or more, every applicant or licensee must designate at least one
natural person that fills each of the following titles or positions (one person can be assigned multiple titles or
positions):

• President, Chief Executive Officer, Managing Member, or similar position

• Compliance Officer

• Responsible Person



Form OFR-560-01, Effective January 2, 2014, Incorporated by Reference in Rule 69V-560.1012, F.A.C.



Name



Title or Position
(CEO, President, Director,
Compliance Officer, Responsible



ownership



%of



Date Title or Position
Acquired




H. Does the applicant provide a website for information or services? Yes 0 No □




Website URL



I. If applicant is a corporation, partnership, association, LLC, or other legally formed entity, provide the applicant's
registered agent in this State on whom service of process may be made.
Name:

CT Corporation System
Mailing Address:

1200 South Pine Island Road Plantation FL 33324



Telephone Number:
( 954 ) 452 - 0277

6. Disclosure Questions

A. Criminal Disclosure

1) Has the applicant or licensee ever been convicted of, or pleaded guilty or nolo contendere regardless of
adjudication, to, any crime under the laws of any state or of the United States?

□Yes 0No. (If yes, attach a completed Disclosure Reporting Page (DRP) for each unrelated event.



2) Has the applicant or licensee been notified by a law enforcement or prosecutorial agency that the applicant
or licensee or its authorized vendor is currently under criminal investigation including, but not limited to, subpoenas
to produce records or testimony and warrants issued by a court of competent jurisdiction which authorizes the
search and seizure of any records relating to a business activity regulated under Chapter 560, F.S.?

□Yes 0No. (If yes, attach a completed Disclosure Reporting Page (DRP) for each unrelated event.



3) Is the applicant, licensee, authorized vendor of the licensee, or an affiliated party of the applicant or licensee
the subject of a felony indictment related to Money Services Business or Deferred Presentment Provider activities?

□Yes 0No. (If yes, attach a completed Disclosure Reporting Page (DRP) for each unrelated event.

B. Regulatory Action Disclosure

1) Has the applicant or licensee ever had an application for registration, or a registration or its equivalent, to
practice any profession or occupation denied, suspended, revoked, or otherwise acted against by a registering
authority in any jurisdiction or been the subject of final agency action or its equivalent, issued by an appropriate
regulatory body of engaging in unlicensed unregistered activity as a money services business or deferred
presentment provider within any jurisdiction?

□Yes GDNo. (if yes, attach a completed Disclosure Reporting Page (DRP) for each unrelated event.

2) Is the applicant or licensee the subject of a pending criminal prosecution or governmental enforcement action
in any jurisdiction?

□Yes 0No. (If yes, attach a completed Disclosure Reporting Page (DRP) for each unrelated event.



(Address)



(City)



(State)



(Zip Code)



Form OFR-560-01, Effective January 2, 2014, Incorporated by Reference in Rule 69V-560.1012, F.A.C.



C. Civil Litigation Disclosure

1) Has the applicant or licensee been named as a DEFENDANT in any civil litigation where a judgment was
awarded against the applicant or licensee and the judgment remains unpaid?

□Yes 0No. (If yes, attach a completed Disclosure Reporting Page (DRP) for each unrelated event.

D. Financial Disclosure

1) Has the applicant or licensee ever filed bankruptcy or entered into a compromise with creditors?
□Yes 0No. (If yes, attach a completed Disclosure Reporting Page (DRP) for each unrelated event.

2) Has the applicant or licensee ever had a surety bond cancelled by a surety company?

□Yes 0No. (If yes, attach a completed Disclosure Reporting Page (DRP) for each unrelated event.

7. Financial Information



A. Provide a list of accounts, to include the following, through which registered activities are or will be conducted:





Name of Institution


Address


Name on
Account


Type of
Account


Account No.(s)





























































Questions 8-16 must be completed by Part II applicants/licensees only



8. If applying to be a payment instrument issuer, provide a sample payment instrument.

9. Provide applicant's/licensee's Fiscal Year End? /

(Month/Day)

10. Provide copies of the applicant's audited financial statements prepared in accordance with U.S. Generally
Accepted Accounting Principles for the most recent fiscal year end.

Net worth Requirement - All licensees under Part II are required to maintain a minimum net worth of $100,000
for the main office address. For each additional location and/or authorized vendor the net worth requirement
increases by $10,000 to a maximum of $2,000,000.

11. (a) Is your money transmission business limited solely to the physical transportation of currency (or other

valuables) via armored cars? Yes No g If no, please complete questions 12 - 15 below to

calculate your security device requirement.

(b) If yes to 11(a), do you maintain a cargo insurance policy in an amount equal to or greater than your
maximum transported liability on any one shipment, or $2,000,000, whichever is greater?

Yes No If no, please complete questions 12-15 below to calculate your security device

requirement.

(c) If yes to 11(b), your security device requirement is $50,000. If no, please complete questions 12-15 below
to calculate your security device requirement.



Form OFR-560-01, Effective January 2, 2014, Incorporated by Reference in Rule 69V-560.1012, F.A.C.



12. Provide a projection of the total U. S. dollar volume of money transmissions into or from Florida and/or
payment instruments sold in Florida for the applicant's first year of operation:







Payment Instrument




Fund Transmissions


Transactions



1st Quarter



2nd Quarter



3rd Quarter



4th Quarter



Total First Year Projections




13. Total first year projections in U.S. dollars (from Question 12): $ |

14. Calculate 2% of total projections (multiply answer in question 13 by .02) $ ^JJ*^^^^^^^2^2Hjj'

15. Based on your answer to question 14, use the table below to deter mine the required amount of your security
device and enter the amount on this line $ ^ipllpill pil^^flSIi

NOTE: The required amount of the collateral device shall be calculated at $50,000 increments. If the
calculation equates to an amount between each increment then the device amount shall be rounded to the
next $50,000. Please see the chart below as an example of how to calculate the required amount in $50,000
increments.



Amount in Line 14
$0 - $50,000
$50,001 -$100,000
$100,001 -$150,000
$150,001 -$200,000
$550,001 -$600,000
$1,950,001 -$2,000,000



Required Amount of Security Device

$50,000

$100,000

$150,000

$200,000

$600,000

$2,000,000



16. A bond or alternative security device between $50,000 and $2,000,000 is required. Complete questions 12
through 15 of this application to determine the required security device amount. Indicate below the type of
security device you are submitting with your application. Attach evidence from a federally-insured financial
institution to confirm that the security is on deposit or in safekeeping and is pledged to the Office of Financial
Regulation.

Type of security device provided with application:

□ Certificate of Deposit (Attach originally executed pledge agreement, Form OFR-560-05, along with a copy of

the item pledged)
0 Bond (Attach originally executed bond form, Form OFR-560-06)

□ Letter of Credit (Provide originally executed Letter of Credit)

□ Other (Please list)



Form OFR-560-01, Effective January 2, 2014, Incorporated by Reference in Rule 69V-560.1012, F.A.C.



17. Signature

I the undersigned authorized person hereby swear or affirm, under penalties of perjury, that I have full authority to sign and
verify this application, that I have read this application and disclosure reporting page and have knowledge of the facts
stated herein, and that this application, and all information submitted in connection herewith, is complete and accurate and
contains no misstatements, misrepresentations, or omissions of material facts, to the best of my knowledge and belief.
I further acknowledge that any misstatement may cause the office to deny the application or initiate proceedings against the
license. I also represent that to the extent any information previously submitted is not amended such information is
currently accurate and complete.

The authorized person or authorized person's agent has typed his or her name under this section to attest to the
completeness and accuracy of this form. The authorized person recognizes that this typed name constitutes, in every way,
use or aspect, his or her legally binding signature.



Todd Beauchamp
Signature

Todd Beauchamp
Print Name



Outside Counsel
Title

4/15/2014
Date



SSN Section

(If Applicant is a Sole Proprietor)

Applicant's Social Security Number - -__



FormOFR-560-01. Effective January 2. 2014. Incorporated by Reference in Rule 69V-560.1012, F.A.C.



Officers