The Financial Crimes Enforcement Network has announced that the reporting of certain stakeholder information is voluntary, pending the resolution of the federal government’s appeal of an injunction by the U.S. District Court for the Eastern District of Texas. This injunction barred enforcement of the CTA and its beneficial ownership reporting requirements, citing potential unconstitutionality.

Fabio pointed out the difference between the Texas court’s decision and an earlier decision by the U.S. District Court for the Northern District of Alabama: “This case in Texas goes a step further, and a big step further, because it imposed the injunction, which is not limited to the plaintiffs in the case, but it’s a nationwide injunction.”

Fabio is a corporate and real estate attorney, representing businesses and investors in the acquisition and financing of property, along with business transactions and corporate matters. He specializes in cross-border transactions involving clients based in the United States, Europe, and Latin America.

Read the full article in the Daily Business Review here: https://www.law.com/dailybusinessreview/2024/12/10/nationwide-injunction-halts-corporate-transparency-act-reporting-requirements/?slreturn=20241218103920&utm_source=rss&utm_medium=rss

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In response, FinCEN issued guidance stating that, while the injunction is in effect, businesses are not required to file their beneficial ownership information. The court also stayed all deadlines for compliance. However, FinCEN also clarified that companies may still voluntarily submit their reports during this time. This guidance ensures businesses are clear on their obligations during the ongoing litigation.

The Department of Justice filed a Notice of Appeal on December 5, 2024, challenging the injunction. While several district courts have upheld the CTA’s constitutionality, including those in Virginia and Oregon, FinCEN will comply with the injunction as long as it remains in effect. Therefore, businesses are not required to submit beneficial ownership reports and will not face penalties for non-compliance during this time, though they may still voluntarily submit the reports.

Given this uncertainty, reporting companies should make a determination as to whether to submit their BOI report voluntarily or await an appellate decision on the injunction. For those companies that decide to wait, completing the analysis to identify their beneficial owners under the CTA may facilitate filing in the event enforcement of the law is reinstated. 

For those reporting companies that choose to file voluntarily or need assistance in determining their beneficial owners, our Firm remains ready to assist them in navigating the process and ensuring compliance with the requirements.

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Reports under the CTA must be submitted by December 31, 2024. For businesses registered on or after January 1, 2024, registration is required within 90 days of filing their initial Articles of Organization or incorporation. Our firm is available to assist clients with this filing.

On March 1, 2024, the U.S. District Court for the Northern District of Alabama deemed the CTA unconstitutional. However, the Financial Crimes Enforcement Network (FinCEN) of the U.S. Department of Treasury maintains that all applicable entities must still file their reports, except for those members of the National Small Business Association, the plaintiff in the case.

If you would like our assistance with your company’s CTA report, we are here to help.

Please note that the CTA report is not an annual filing. You will only need to refile if you sell your company or make significant governance changes, such as appointing a new president or senior officer.

The firm’s legal services will include:

1. Assessing your CTA reporting obligations by reviewing your corporate structure
2. Identifying beneficial owners based on the information you provide
3. Filing your company’s initial Beneficial Ownership Information report with FinCEN

Please be aware that the CTA is a complex law, and non-compliance can lead to significant penalties. We are here to guide you through this process and ensure you remain compliant. To receive an engagement letter, please email Emma Rodgers at ERodgers@wsh-law.com and she can send it to you by email or DocuSign upon request. If you have any questions, feel free to reach out to us by phone at (305) 854-0800 or by email, and we can discuss the process in more detail.

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Creation of Easements by Property Owners-HB 799 Signed Into Law

On June 26, Gov. Ron DeSantis signed House Bill 799 (HB 799) into law. HB 799 allows property owners in Florida to create easements on their own land while retaining ownership of both the dominant and servient estate.

Most states follow the principle that an owner cannot create an easement on its own land. The rationale behind this is that all uses of an easement are already covered by the general right of fee ownership. This was also the common law in Florida prior to the new law.

However, Florida’s HB 799 significantly departs from this common law approach, by introducing a new Section 704.09 to the Florida Statutes, which enables property owners “to create an easement, servitude, or other interest in the owner’s real property.” The new law became effective immediately. Section 2 states that its application is retroactive “to respect the intent of the parties to real property transactions that occurred before the effective date of this act.”

The Common Law in Florida and Other States

Florida courts have so far followed the principle that “one cannot have an easement in his own land.” Property owners can create an easement at the time of conveying a part of their land by reserving the easement in the deed. Florida courts also recognize the possibility of implying the existence of easements, even in the absence of an express reservation, from a pre-existing use in the presence of absolute necessity.

The approach of Florida courts is consistent with the common law in most states and it is premised on the notion that ownership inherently includes the right to use property without restrictions. Therefore, establishing a separate easement would be illogical and unnecessary. Some states have codified this principle. For example, California Civil Code Section 805 (West 2022) states that “A servitude thereon cannot be held by the owner of the servient tenement.” The same principle is at the heart of the “doctrine of merger,” pursuant to which an easement is automatically terminated when the dominant and servient estate become vested in the same owner.

The New Law and Its Impact

The new law introduces the ability for property owners to create easements “notwithstanding that the owner owns all of the affected real property.” The law expressly provides for its retroactive effect, with a statement of policy indicating that “it is the intent of the Legislature to respect the intent of the parties to real property transactions that occurred before the effective date of this act and the parties’ reliance on such easements … .”

The statute does not contain a repeal of the doctrine of merger, which continues to be applicable in Florida. This creates somewhat of an inconsistency, leading to a situation in which, on one hand, the law respects easements created by property owners on their own land and, on the other hand, to the possibility of the inadvertent termination of easements when a property owner acquires both the dominant and servient estate.

Title reviewers will need to be very careful to spot easements created in documents filed prior to a granting deed, for example condominium declarations, even if such easements were not expressly reserved in the deed.

Conclusions

In summary, Florida’s House Bill 799 (HB 799) allows property owners to create easements on their own land while retaining ownership of both the dominant and servient estate. This departure will demand extra care in the title review process.

Read the original article in the Daily Business Review here.

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“We are thrilled to be selected by the DBR as a 2024 Florida Legal Awards finalist in the Innovators category. Our well-rounded RTWC2026 Focus Group is at the forefront of helping businesses and governments take advantage of the exciting opportunities offered by the 2026 FIFA World Cup games being hosted in South Florida,” says Marlon Hill, WSHC+B Partner and member of the RTWC2026 Focus Group.

Our RTWC2026 Focus Group, composed of Alan K. Fertel, Chad S. Friedman, Fabio Giallanza, Marlon A. Hill, Mitchell A. Bierman, and Nelson Slosbergas, will be at the forefront of the Firm’s efforts in assisting clients with their World Cup-related business activities. 

The firm’s RTWC2026 Focus Group will be honored at the DBR’s Florida Legal Awards event on April 4, 2024. 

Read more here: https://www.law.com/dailybusinessreview/2024/03/10/innovators-weiss-serota-helfman-cole-bierman/?utm_source=rss&utm_medium=rss

The post WSHC+B’s Road to the World Cup 2026 Focus Group interviewed by DBR Florida appeared first on Weiss Serota Helfman Cole + Bierman.

Our Road to the World Cup Focus Group – RTWC2026 Focus Group, composed of Alan K. Fertel, Chad S. Friedman, Fabio Giallanza, Marlon A. Hill, Mitchell A. Bierman, and Nelson Slosbergas, was recognized for its innovative approach to providing professional assistance to clients preparing for the 2026 World Cup.

The RTWC2026 Focus Group will be at the forefront of the Firm’s efforts in assisting clients with their World Cup-related business activities. With its multilingual and multicultural team, the RTWC2026 Focus Group is well versed in serving domestic as well as international businesses and organizations in French, Italian, Mandarin Chinese, Portuguese, Spanish and Hebrew.

The firm’s RTWC2026 Focus Group will be honored at the DBR’s Florida Legal Awards event on April 4, 2024. 

To view the full list of honorees and finalists, click here.

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The Statute, entered into law in May 2023 as part of SB 246, introduced restrictions to the sale of real property in Florida to entities and individuals from foreign countries of concern, including The People’s Republic of China, Russia, Iran, North Korea, Cuba, Venezuela, and Syria. Such foreign principals are prohibited from owning a “controlling interest” or acquiring “any interest” in real property located within 10 miles of military installations or critical infrastructure facilities. 

The Statute carves out an exception for a “de minimus (sic) indirect interest”, defined as an equity interest of less than 5 percent in a publicly traded company or a non-controlling interest in an entity controlled by an SEC regulated investment adviser.

The Proposed Rule adds the following very important example of what constitutes a “de minimis indirect interest”:

“a passive ownership interest of a foreign principal in an entity, provided that the foreign entity does not possess, by virtue of that ownership interest, or otherwise, the power to direct or cause the direction of the management of policies of the entity with respect to the interest in real property”.

Furthermore, the Proposed Rule expands on what a “controlling interest” in real property is with the following definition:  

“any interest other than a lease which gives the foreign principal both of the following rights…(a) the right to improve or develop the real property; and (b) the right to attach fixed or immovable structure or objects to the real property”.

Restricted foreign principals are defined as “any person who is domiciled in a foreign country of concern and is not a Citizen or lawful permanent resident of the United States” Fla. Stat. 692.201(4)(d). The Proposed Rule excludes individuals approved for the EB-5 program from this definition. 

Furthermore, the Proposed Rule defines domicile as the place in which an individual is physically present and intends to permanently reside. This addresses the situation of people holding 2 or more nationalities. For example, someone who has Cuban and Italian nationality but permanently resides in Italy would not be deemed to be domiciled in Cuba.

The Proposed Rule offers a glimpse as to how the Department of Commerce will collect reports by indicating that foreign principals will have to use Form COM-73C-60 to report relevant information. The Department indicates that reporting will transition to an online registration system, when available.

The Proposed Rule clarifies under what situation a foreign principal is required to file an updated registration by establishing five specific scenarios (R.783C-60.003(7): 

1. The real property was sold by a foreign principal
2. The real property is no longer owned by said foreign principal
3. The foreign principal’s real property is no longer located within the 10-mile radius 
4. The foreign principal no longer has an interest in said real property
5. The foreign entity no longer meets the definitional criteria for a foreign principal. 

It is worth noting that entities and individuals associated with the People’s Republic of China are subject to a specific blanket prohibition on all purchases of interests in Florida real estate. This prohibition, codified in Fla. Stat. § 692.204, is expected to be the subject of proposed rules from the Dept. of Commerce.

The Department is accepting comments to the Proposed Rule until October 11, 2023.

*Fabio Giallanza is a corporate and real estate attorney at Weiss Serota Helfman Cole + Bierman. He represents businesses and investors in the acquisition and financing of property, along with business transactions and corporate matters. Mr. Giallanza specializes in cross-border transactions involving clients based in the United States, Europe, and Latin America. 

Emma Rodgers is a legal intern in the Real Estate department at Weiss Serota Helfman Cole + Bierman and is an LL.M. candidate in Real Property Development at The University of Miami School of Law. 

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The World Cup will be held in 3 host countries: the United States, Mexico, and Canada from June 11 to July 19, 2026. As the largest FIFA World Cup with forty-eight (48) participating teams, the 2026 World Cup will draw millions of visitors and the support of numerous local and multinational sponsors.

Miami has been selected as one of 16 host cities in the United States and the Hard Rock stadium in Miami Gardens will be the venue for matches. Other locales in Miami-Dade County and around South Florida, including those surrounding major transportation hubs, universities, and other public venues, will benefit from the hosting of this international sporting event.

WSHC+B has a proven track record in assisting both public and private entities with the production and hosting of major sporting and cultural events in Miami and South Florida.  The focus group, named the Road to The World Cup – RTWC2026 Group, is composed of professionals practicing in the areas of governmental affairs, sports and entertainment, immigration, intellectual property, business transactions, labor & employment, and real property.

Attorneys at WSHC+B have represented event stakeholders and producers during various stages of event planning, promotion, and final production, including the challenges of balancing neighborhood quality of life and the economic impact of the events. WSHC+B attorneys have been involved with, in different capacities, major events such as Superbowls, NBA championships, Miss Universe, Formula 1 races, Art Basel Miami Beach, NASCAR, Miami Caribbean Carnival, international tennis tournaments, and the Miami International Boat Show, among others.

The RTWC2026 Group will be at the forefront of the Firm’s efforts in assisting clients with their World Cup-related business activities. With its multilingual and multicultural team, the RTWC2026 Group is well versed in serving domestic as well as international businesses and organizations in French, Italian, Mandarin Chinese, Portuguese, Spanish and Hebrew.

Clients may leverage the expertise of the RTWC2026 Group to receive assistance in such matters as participating in: 

• Logistics, permitting, and public space use agreements for major public events;
• Government procurement procedures and compliance matters;
• Negotiating sponsorship or endorsement agreements;
• Developing immigration plans for the movement of talent and personnel;
• Drafting international commercial contracts and strategic guidance for the licensing or leasing of real property for special events. 

About Weiss Serota Helfman Cole + Bierman, P.L.:

Weiss Serota Helfman Cole + Bierman, P.L. is a prominent Florida law firm serving corporate, governmental and individual clients with an integrated array of professional services including commercial litigation, land-use and real estate law, construction law, telecommunications law, labor and employment law, government law and governmental relations. The firm has offices in Miami, Ft. Lauderdale, Boca Raton, Tampa and Gainesville. For more information, visit www.wsh-law.com.?utm_source=rss&utm_medium=rss

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Change 1: Termination of Tenancy Without Specific Terms

Section 83.57 addresses the Termination of tenancy without specific terms, directing how either party can terminate a lease without a specific duration. Such a tenancy can be terminated by either party giving written notice to the other party within any of the following timeframes:

1. When the tenancy is from year to year, by giving not less than 60 days’ notice prior to the end of any annual period;
2. When the tenancy is from quarter to quarter, by giving not less than 30 days’ notice prior to the end of any quarterly period;
3. When the tenancy is from month to month, by giving not less than 30 days’ notice prior to the end of any monthly period; and
4. When the tenancy is from week to week, by giving not less than 7 days’ notice prior to the end of any weekly period.

Previously, 83.57(3) gave either party no less than 15 days’ notice before the end of any monthly period to terminate a month-to-month tenancy. The modification to 83.57(3), as shown above, increases the statutory requirement of notice to 30 days prior to the end of any monthly period when terminating a month-to-month tenancy. However, no change was made to when the monthly period begins and ends, remaining the date when the monthly payment is due. So, if rent is due on the 15th day of March, the notice must have been given at the latest on the 13th day of February (accounting for a 28-day month) to satisfy adequate notice of lease termination.

Change 2: Termination of Tenancy With Duration

Section 83.575 addresses Termination with a specific duration, governing how the parties to a residential lease can terminate a lease with a defined start and end date. This section contemplates a situation in which the lease agreement specifies a notice period for termination:

1. A rental agreement with a specific duration may contain a provision requiring the tenant to notify the landlord within a specified period before vacating the premises at the end of the rental agreement, if such provision requires the landlord to notify the tenant within such notice period if the rental agreement will not be renewed; however, a rental agreement may not require less than 30 days’ notice or more than 60 days’ notice from either the tenant or the landlord.

Previously, the notice period for termination of a lease with a specific duration only provided for a maximum notice of 60 days. Neither party was obligated to provide a minimum amount of notice upon termination of the lease. The revision adds a minimum amount of notice of 30 days by either party while still providing the maximum amount of days, 60, for requisite notice of termination. Here, either party must provide notice of termination a minimum of 30 days before, but may still provide 60 days notice before termination. So, if the lease renews on the 1^st of the month, the notice must have been given at least 30 Calendar days before that date, but could have been given at most 60 days prior to that date.

These changes to notice requirements are key for both the landlord and tenant in order to properly and timely terminate a residential tenancy.

The information contained in this document does not constitute legal advice. 

This client alert was written with the assistance of Emma Rodgers. Emma is a legal intern in the Real Estate division and is an LL.M. candidate in Real Property Development at The University of Miami School of Law. 

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