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On January 1, 2021, Congress enacted the Corporate Transparency Act (the “CTA”) as part of the Anti-Money Laundering Act of 2020 in the National Defense Authorization Act for Fiscal Year 2021. Congress passed this as an attempt to better enable critical national security, intelligence, and law enforcement efforts to counter money laundering, the financing of terrorism, and other illicit activity.

The CTA requires a range of entities to file a report with the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) identifying the entities’ beneficial owners – the persons who ultimately own or control the company – and provide similar identifying information about the persons who formed the entity. The reporting rule goes into effect on January 1, 2024.

Who is Required to Report?

Any entity that is a corporation, a limited liability company (“LLC”), or any entity created by filing with a Secretary of State or any similar office under the law of a State or Indian tribe will be required to comply with the CTA. In addition, any corporation, LLC, or other entity that is formed under the laws of a foreign country and is registered to do business in any State or tribal jurisdiction is also subject to the CTA.

Accordingly, the rule requires the following types of entities to file reports unless it falls within an exemption (each, a “Reporting Company”):

  • U.S. corporations;
  • U.S. LLCs;
  • Other similar U.S. entities, such as limited partnerships and business trusts/statutory trusts; and
  • Non-U.S. corporations, LLCs and other similar entities that are registered to do business in the United States.

Are There Any Exemptions?

Continue Reading What Business Owners Need to Know About the Corporate Transparency Act
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Florida law requires all businesses to file an annual report with the Florida Department of State, Division of Corporations (the “Department”). Annual reports are due between January 1 and May 1 of the year following the calendar year in which the business’ articles of organization/incorporation became effective or the foreign entity obtained a certificate of authority to transact business in this state.

If annual reports are not filed, businesses could incur penalties or, even worse, potential administrative dissolution of the business. Annual reports must be filed with the Department between January 1 and May 1 of each calendar year thereafter.

Electronic Filing of Annual Reports – Proceed with Caution

Several business owners, authorized representatives, or their registered agents file annual reports on behalf of the business entity every year using the Department’s online filing system on sunbiz.org. However, many business owners are unaware that any individual, whether they are associated with the business or not, has access to the online filing system and may file an annual report, which can lead to business identity theft and fraudulent filings.

Email Notifications

Continue Reading Identity Crisis: Safeguarding Your Business Against Identity Theft
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Mastering the Requirements of Florida’s Boating Safety Act

Embarking on a boating adventure along the picturesque waters of Florida’s coastline is a dream come true for many. However, the recent enactment of Senate Bill 606, known as the “Boating Safety Act of 2022,” has brought about significant changes for bareboat charter companies operating in the state.

One crucial aspect of this legislation revolves around insurance requirements, mandating that these companies obtain and carry policies that protect both their operations and the renters. This post will provide some guidance for bareboat charter companies as they navigate the waters of compliance in Florida’s boating industry.

Definition of “Livery”

A “livery” is a person or entity that offers a vessel for use by another in exchange for any form of consideration without providing a captain, crew, or any operational staff. Consequently, bareboat charters fall under this definition since the renters or lessees typically hire their own crew or operate the vessel themselves.

The term “Bareboat” is not defined or used in Florida Statutes, a person (i.e., owner, agent, firm, broker) is not a livery if the renter is provided a specific captain and crew at the time of rental/lease contractual agreement. Regardless of whether there are multiple individuals to choose from on the contractual agreement, if it’s actually a crew-provided rental, this is not a livery as you are conducting passenger-for-hire operations which is exempted from livery regulations.

When a renter or lessee hires their own captain and crew or operates the vessel themselves, as in a valid bareboat charter, the owner, agent firm, etc., is a livery and must comply with livery regulations. This would include if the owner, agent, firm etc., provides a list for referral of master and crew as required by bareboat charter requirements, to which the renter can choose from the list or hire their own credentialed master and crew. Plainly put, bareboat charters are considered a livery by the State of Florida definition.

Requirements for Livery

Continue Reading Smooth Sailing Ahead: Mastering the Requirements of Florida’s Boating Safety Act
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The United States Patent and Trademark Office (“USPTO”) recently announced a proposal to introduce certain new fees and increase some existing fees relating to trademark filings. 

Per the USPTO, the new fees and increases are intended to generate additional revenue to combat inflation and rising internal costs due to the growing volume of new trademark filings each year. The proposed fee changes are slated to go into effect November 1, 2024, after a public comment period on the proposal. 

The proposed fee changes impact several areas, including new application filing fees, Intent to Use fees and trademark maintenance and renewal fees.

New Application Filing Fees

Continue Reading What You Need to Know About the USPTO’s Proposed Fee Changes for Intent to Use Trademarks
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Boating is a popular pastime in Florida, with its beautiful coastlines and numerous waterways. However, with the enjoyment of boating comes the responsibility of ensuring the safety of all passengers and others on the water. As a maritime lawyer, I have seen the devastating consequences of boating accidents firsthand.

National Safe Boating Week

Boater Safety Week, also known as National Safe Boating Week, is an annual event held in the United States to promote safe boating practices and raise awareness about boating safety. The event is typically observed during the week leading up to Memorial Day weekend, which marks the unofficial start of the boating season in many parts of the country.

The origins of Boater Safety Week can be traced back to the early 1950s when the Coast Guard began promoting boating safety through public education campaigns. In 1952, the Coast Guard launched a “Safe Boating Week” program to educate boaters about the importance of safety equipment, navigation rules, and safe boating practices. The program was later expanded to include partnerships with state agencies, boating organizations, and other stakeholders to promote boating safety at the national level.

In 1998, the National Safe Boating Council (NSBC) was established as a nonprofit organization dedicated to promoting safe boating practices and reducing boating accidents and fatalities. The NSBC works closely with the Coast Guard and other partners to develop and promote boating safety initiatives, including Boater Safety Week.

Today, Boater Safety Week is observed in all 50 states and is recognized by boating organizations, government agencies, and other stakeholders as an important opportunity to raise awareness about boating safety and promote safe boating practices. Through public education campaigns, safety demonstrations, and other events, Boater Safety Week helps to ensure that boaters have the knowledge, skills, and equipment they need to enjoy their time on the water safely.

Therefore, in honor of National Safe Boating Week, below are the top five safety issues that Florida boaters need to be aware of to prevent accidents and injuries.

Boating Under the Influence (BUI)

Continue Reading Stay Afloat: Top 5 Safety Issues Florida Boaters Need to Know
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cybersecurity

In recent years, cybersecurity has become a significant concern for businesses of all sizes across the United States, and Florida is no exception. With the increasing amount of sensitive data stored online and the rising threat and sophistication of cyber attacks, Florida businesses must take proactive measures to protect themselves from potential cyber threats. Below are the top five cybersecurity concerns for Florida businesses:

  1. Phishing Attacks. Phishing attacks are a type of cyber attack where criminals send emails, text messages, or social media messages to trick people into giving away sensitive information such as passwords, credit card numbers, and social security numbers. In Florida, phishing attacks are one of the most common types of cyber attacks that businesses face.
  2. Ransomware Attacks. Ransomware is a type of malware that encrypts a victim’s files and demands payment in exchange for the decryption key. A ransomware attack can completely lock down a computer network and seriously cripple a business.  Like phishing scams, ransomware attacks rely on unsuspecting people to click links, usually in email, to trigger the attack.
  3. Insider Threats. Insider threats are cyber threats that come from within an organization. These can include employees who intentionally or accidentally leak sensitive data or damage computer systems. Businesses would be wise to implement security policies and procedures that limit access to sensitive data and monitor employee behavior for signs of suspicious activity.
  4. IoT Devices. Internet of Things (IoT) devices are becoming increasingly popular in homes and businesses across Florida. These devices, such as smart speakers, security cameras, and thermostats, are often vulnerable to cyber attacks because they lack proper security measures.
  5. Third-Party Vendors. Many businesses in Florida rely on third-party vendors for IT support, cloud storage, and payment processing. While these vendors can be a valuable resource, they also pose a significant cyber risk. To protect themselves, businesses should thoroughly vet their vendors before working with them, require them to sign contracts that include cybersecurity provisions, and regularly monitor their security practices to ensure they are up to par.

5 Cybersecurity Tips

Continue Reading Securing Your Florida Business: Navigating the Top 5 Cybersecurity Risks
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The U.S. Patent and Trademark Office (USPTO) has recently announced a new awards program to recognize brand owners utilizing their trademarks to make meaningful contributions towards solving humanitarian challenges. The Trademarks for Humanity awards competition will recognize brand owners improving the environment through their products and services.

Continue Reading Making a Mark for Mother Earth: USPTO Launches Trademarks for Humanity Awards Competition Ahead of Earth Day
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March Madness, the annual NCAA Men’s Basketball Tournament, is a significant event for basketball fans worldwide. But it’s also a time of year when employers may face some challenges in terms of employment law. Productivity can take a hit with millions of employees tuning into the games. Employees may request time off or engage in other behaviors that can pose legal risks for employers.

In this blog post, we’ll explore some employment law issues employers may face during March Madness and ways to handle them legally.

Continue Reading March Madness Mayhem: Navigating Employment Law Issues in the Workplace
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The United States Patent and Trademark Office (USPTO) recently announced the launch of a new Green Energy Category as part of their Incentive Program. The program is designed to encourage innovation and development of green technologies and energy solutions, and the new category is specifically aimed at recognizing and incentivizing inventors and businesses that are working on solutions to combat climate change and reduce carbon emissions.

The USPTO is the federal agency responsible for granting patents and trademarks to inventors and businesses. The Incentive Program is one of their initiatives to support and promote innovation by offering various benefits to patent applicants who meet certain criteria. These benefits include expedited examination, reduced fees, and more.

Continue Reading USPTO Launches Green Energy Category for Incentive Program
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Deadline Extensions

Last fall, Governor DeSantis signed Executive Order 22-242 on October 20, 2022, extending ad valorem property tax filing deadlines for Floridians affected by Hurricane Ian and called for a special session to address further relief. The special session concluded toward the end of the December and Governor DeSantis signed Senate Bill 4-A, which codified the extended deadlines in section 197.3182 of the Florida Statutes. The deadlines are exactly the same as the ones in the Executive Order; the details about those deadlines may be found here.

This was not all the Governor was able to offer Hurricane Ian victims, that same bill provided for ad valorem property tax refunds and how to qualify.

Property Tax Refunds

Continue Reading Ad Valorem Property Tax Refunds Available for Those Affected by Hurricane Ian