Buying and Selling Real Estate in Utah

By Benjamin T. Beasley

Ben Beasley is a partner at the law firm of Freeman Lovell. His practice is focused on business, finance, and real estate law. He received his juris doctor degree from Harvard Law School.

Contact Ben at benjamin.beasley@freemanlovell.com.

We represent buyers and sellers of real estate in Utah. From single-family homes and small multi-family properties to very large master planned developments and multi-million dollar commercial developments and buildings, we will help protect you and your needs while remaining focused on getting the deal done in line with your objectives.

Utah Property Purchases and Sales

Real estate brokers and agents can help list and market properties, but real estate transactions often have legal concerns that go beyond agents’ knowledge and ability to help. We help buyers and sellers of property in Utah to negotiate and create purchase contracts that help them achieve their goals and minimize risk, while at the same time helping the transaction continue to move forward. Other key parts of the purchase and sale process are reviewing the status of the title,

inspecting the property, resolving financing matters, negotiating changes to the agreements, and other due diligence matters, and understanding typical terms and conditions of deals in the marketplace.

Real Estate Transaction Types

We have experience in essentially all types of real estate transactions conducted in Utah, including commercial, residential, multifamily, solar, easements, 1031 exchanges, natural resources, new city incorporation, and eminent domain. Many of these types of transactions also intersect with business law and finance, such as structuring holding entities, risk siloing, working with lenders, negotiating financing documents, resolving partnership disputes, and planning for goal optimization.

Purchase Agreements

Each property transaction begins with a listing and review of the potential deal by the buyer and seller. From a legal standpoint, obligations are with the execution of a purchase agreement. This document sets out the terms and conditions of the proposed transactions, and the responsibilities, rights, and obligations of the buyer and the seller. The price is a key focus, but other areas can be just as critical to the deal since they impact the risks and financial contingencies of the parties. The purchase agreement should reflect the parties’ agreement regarding the provision of earnest money, the financing of the purchase, what things might enable the buyer to cancel the deal and what happens to earnest money, time requirements and specifics of due diligence, what information the seller is required to provide, rights and penalties if one of the parties doesn’t fulfill their obligations and other key deal metrics. For sellers, the purchase agreement should provide details about their representation and warranty obligations and obtain as much assurance as possible that the buyer is serious about the transaction and isn’t simply wasting the seller’s time; for buyers, the purchase agreement should provide proper language allowing them to exit the proposed transaction if due diligence reveals unexpected or hidden problems with the property.

Other Issues

As a real estate transaction proceeds following the execution of the purchase agreement, other key steps arise that affect the parties. The limitations and best use of title insurance are important factors in reducing risk, but most buyers do not realize that title insurance does not cover any problems with property title that are uncovered by the title insurance company. The title commitment is also helpful for understanding the legal condition of the property is, and what problems might exist. Surveys may further help clarify a property’s legal status. Access may be a concern, or easements may affect the property in ways big and small. A zoning review may be needed to ensure the property can be used in the manner the buyer intends, and zoning issues and laws vary from city to city and county to count. We help with all of these issues to ensure that our clients get the transaction that they think they are getting.

Enlist a Utah Real Estate Attorney

Our deep Utah real estate law knowledge can help you with all aspects of your real estate needs. Whether you are seeking to buy, sell, develop, or research real property in Utah, or have a dispute with another person or entity, we are available to discuss your options and answer your questions at an initial free, thirty-minute consultation. Call us at (801) 477-6838 for a free consultation. You can also email Ben at benjamin.beasley@freemanlovell.com, fill out a contact form below, or set up an appointment to meet at our offices. We look forward to helping you.

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Beneficial Ownership Rules

28 Dec, 2023

In a couple of months, a new rule will take effect, requiring all registered legal entities to report their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). We wanted to give you a heads up about the rule and give you as much information about what it means to you. What is the rule? The rule, which is called the Beneficial Ownership Information Reporting Requirements (BOI Rule), comes from the Corporate Transparency Act, which was passed by Congress in 2021. This law created the BOI Rule with FinCEN as part of the U.S. government’s efforts to make it harder for bad actors to hide or benefit from their ill-gotten gains through shell companies or other deceitful ownership structures. Under this new law, FinCEN will permit Federal, State, and local officials to obtain ownership information for authorized activities related to national security, law enforcement, and intelligence. When does the rule take effect? And when do I have to submit a report? The BOI Rule takes effect on January 1, 2024 . If your company existed before January 1, 2024, you must file its initial beneficial ownership information report by January 1, 2025. If your company is formed or registered after January 1, 2024, you must file its initial beneficial ownership information report within 30 days after receiving actual or public notice that its creation or registration is effective. If any beneficial ownership information changes, you will have 30 days from the day of the change to file an updated or corrected report with FinCEN. What do I need to include in the report? The BOI Rule requires that all entities report information about the company, each individual with substantial control over the entity, and each beneficial owner. What information is required to report about the entity? Full legal name of your company and any DBAs names; Complete current street address for your company's principal place of business (P.O. boxes will not be accepted); The jurisdiction of formation or registration; and Tax identification: IRS tax identification number (TIN) and employer identification number (EIN). What information is required to report about the controlling individuals and beneficial owners? The individual's legal name; Individual's date of birth; Individual's residential address; and A unique identifying number from an acceptable identification document (such as an unexpired driver's license, passport, identification document issued by a State or local government or Indian tribe.) and the name of the issuing state or jurisdiction. Who is considered to have substantial control of the entity? Examples of an individual that exercises substantial control over the entity are: An individual is a senior officer (President, CEO, CFO, COO, Manager, or other office who performs a similar function); An individual has the authority to appoint or remove certain officers or a majority of directors of the reporting company; An individual is an important decision-maker for the company; or An individual has any other form of substantial control over the company. Who is considered a beneficial owner? A beneficial owner is an individual that owns or controls at least 25% of the entity’s ownership interests. This includes individuals that indirectly own or control 25% of the ownership interest. For example, if Joe is a 50% owner of Parent LLC, which in turn owns 50% of Subsidiary Corp, then Joe beneficially owns 25% of Subsidiary Corp (50% of 50% = 25%). What type of entities will be required to file a report with FinCEN? All domestically formed entities and foreign registered entities in the USA are required to file a report. Types of entities include corporations, limited liability companies, limited partnerships, general partnerships, and any other entity registered with a state Secretary of State or Division of Corporations or other similar office. There are some types of companies that are exempt from the reporting rule, and in general they are companies that already have to report beneficial ownership to another federal agency. The 23 exemptions listed by FinCEN are: Securities reporting issuer, Governmental authority, Bank, Credit union, Depository institution holding company, Money services business, Broker or dealer in securities, Securities exchange or clearing agency, Securities exchange or clearing agency, Other Exchange Act registered entity, Investment company or investment adviser, Venture capital fund adviser, Insurance company, State-licensed insurance producer, Commodity Exchange Act registered entity, Accounting firm, Public utility, Financial market utility, Pooled investment vehicle, Tax-exempt entity, Entity assisting a tax-exempt entity, Large operating company, Subsidiary of certain exempt entities, and Inactive entity. Now what do I do to comply with the BOI Rule? While you are not able to submit the beneficial ownership information report until January 1, 2024, you should use this time to gather information about your company, owners, and other entities now, so you can timely file your report. We added a small BOI Rule cheat sheet for you to keep and reference. Also, you can read FinCEN’s FAQ page about the BOI Rule https://www.fincen.gov/boi-faqs . Can you help me with my company’s report? Yes! We are happy to help prepare and file your company’s BOI Rule report with FinCEN. We can begin to gather and prepare the information for your filing right away and be ready once the BOI Rule takes effect January 1, 2024. To get started, please reach out to us. We also know that some situations can be complicated, so please feel free to ask us any questions regarding compliance with the beneficial ownership interest reporting requirements for your company.