Someone filed paperwork with Fla.’s Division of Corporations, changed CEO status, took out loans and sold property. The owner found out after trying to pay taxes.
SARASOTA, Fla. – When Jim Glenn walked into the Sarasota County Tax Collector’s Office in mid-August, he expected to pay his business’ property taxes, just as he’d done many times before. But this time, he learned someone had already paid them.
“Huh, that’s weird,” he thought. “What type of idiot pays someone else’s taxes?”
Later that day, his puzzlement morphed into deep concern bordering on panic after a follow-up email from Sarasota County officials notified him that his company’s 21 properties had been sold in a bulk transfer. His lawyer found that someone he did not know had filed paperwork with Florida’s Division of Corporations, removing the officials at the decade-old business he and his mother owned, Glenco Properties Group Corp., and installing a new chief executive, he said.
Glenco Properties Group was a company formed in 2012 by Glenn and his 77-year-old mother, Beatrice Glenn, that owns all of their Sarasota properties.
Even worse, the new CEO – armed with newly filed paperwork – took out mortgages on the properties totaling $1.3 million, according to Sarasota County Clerk of the Courts records.
Glenn and his mother Beatrice appear to be victims of a shockingly easy to exploit flaw in the state’s public record-keeping system for businesses. While the system, called Sunbiz, is great for transparency and learning who’s behind Florida’s corporations, it offers little protection for business owners, has no monitoring and can be updated at any time by anyone.
Glenn quickly contacted Sarasota police, who have launched a criminal investigation, and his attorney, who has filed updated paperwork to correct the state’s database.
Still, he’s worried about the large loans taken out against his properties and the possible legal headaches to come as he untangles the mess.
“Shock was my first thought,” Glenn said. “How can something like this happen?”
The same week that Glenn learned of the mortgages taken out on his company’s properties, Robert Houston took to the skies of Sarasota in a helicopter. Flying high above the blue-green waters of the Gulf of Mexico, Houston snapped photos of Longboat Key and posted videos to Facebook of himself above downtown Sarasota.
“Bucket List Item,” Houston wrote beside a check mark. “#FromBrokeToRiches” he also posted.
Unbeknownst to Glenn or his lawyer, online records filed with the state on June 27 had named Robert Houston as Glenco’s chief executive and gave the address for a UPS Store in a shopping center in Parrish as the business’ new address.
Houston also posted photos of a new Ford F-150 Raptor – a truck that sells for more than $75,000 – after the paperwork was updated and two large loans were taken out against properties owned by Glenco. Other Facebook posts detailed apparent spending showing a “Diamond premier” level ticket to see Tony Robbins in West Palm Beach, declarations that Houston leased office space somewhere in the Sarasota area and a foot soak in two bottles of Maker’s Mark whisky after a foot injury.
A business Facebook page associated with Houston titled Mr. Commercial Industrial Inc. used the same UPS Store address as the Glenco paperwork filed with the state.
Reached by phone, a man identifying himself as Robert Houston said he didn’t know anything about allegations he filed paperwork to become CEO of Glenco Properties Group Corp. when contacted by a Herald-Tribune reporter. He then hung up the phone.
Attempts to contact him after the initial phone conversation have been unsuccessful.
Notary relied on Sunbiz
However, a notary who prepared property documents for Houston said she met Houston a couple years ago at a business event.
Destyne Jenee Hamilton confirmed to the Herald-Tribune that the Robert Houston in the helicopter on Facebook was the same Robert Houston who signed the quitclaim deeds as a signatory for Glenco Properties Group, that transferred the deeds to Mr. Commercial Industrial Inc. A quitclaim deed transfers legal interest in a property, but does not provide any guarantees to clear title.
After learning about Jim and Beatrice Glenn’s situation, Hamilton expressed dismay.
“I don’t want to be associated with anything fraudulent,” she said.
Asked how she concluded Houston owned the properties before agreeing to act as notary on the quitclaim deeds, she said she checked Sunbiz, the database maintained by Florida’s Division of Corporations. That database showed him as CEO and registered agent as well as a principal of Mr. Commercial Industrial Inc., the new owner on the quitclaim deed.
She says she feels she did her job by checking Sunbiz and questioned if what Houston had done was actually illegal.
Documents ‘accepted at face value’
The Division of Corporations falls under Florida’s Department of State and has an easily searchable database of companies registered in the Sunshine State. Companies file annual reports that often include principals, registered agents and an address.
While it is a felony to file fraudulent paperwork with the Division of Corporations, the division doesn’t actually check to see if accurate information is filed.
“The Florida Department of State, Division of Corporations is an administrative filing agency, and as such all documents submitted to and filed by this office are accepted at face value,” the agency’s website reads. “Any document meeting the stipulated statutory filing requirements and accompanied by the required filing or processing fee(s) is accepted.”
A Department of State spokesman confirmed the department received questions from the Herald-Tribune on Aug. 17, but has not answered any questions or returned other phone calls made by a reporter.
Morgan Bentley, a Sarasota attorney at the law firm Bentley Goodrich Kison who does not represent Glenco Properties or Robert Houston, said that incorrect annual reports are filed more commonly than people think, often after a dispute between business partners.
“Nothing prevents you from doing that,” he said about filing updated paperwork that removes or substitutes officers in a company.
Occasionally, a corporate filing will be rejected, but Bentley said he doesn’t know what criteria the state uses when it rejects a document or why it was rejected.
Sarasota Police have confirmed an active investigation, but declined to discuss details of the case. Glenco’s lawyer has also filed a lawsuit in Sarasota County against Houston, companies controlled by Houston and the lenders.
The mortgages taken out against Glenco Properties – one on July 27 and the next on August 10 – were both completed by private lenders and not traditional banks.
Bentley said that banks often require multiple documents and have more rigorous checks in place that would likely prevent loans from being taken out on property with little documentation. But private lenders, Bentley said, will often issue loans on as little information as provided in a balance sheet, “especially if there’s real property to point to.”
Serious policy questions
Five years ago, Yves Naman went to pay his business’ property taxes in Miami-Dade County, only to discover someone else had paid the taxes and then taken out a mortgage on the property.
Brian W. Hoffman, a Pensacola lawyer and member of the Real Property, Probate and Trust Law Section, wrote about the fraud case for a 2018 publication by the Florida Bar. Hoffman noted the fraud committed against Naman’s company raised serious policy questions about how the state handles business records and provided analysis of changes to state law legislators made in 2018. Those changes mandated notification by email or mail whenever business filings or changes occur. It also provided a 15-day grace period from state fees if the business owners catch the fraud early enough and file corrected paperwork.
But the changes did not take the more costly option to implement a secure business filing service or put any responsibility on the state’s Division of Corporations to verify information.
“With almost certainty, business identity theft will be a continuing issue and a problem that will require constant monitoring and update of Florida’s laws governing business filings,” Hoffman wrote in 2018.
He told the Herald-Tribune that while the addition of a notification requirement was significant in cracking down on fraud, if the business owner is not paying attention “this fraud could be committed tomorrow.”
Particularly vulnerable businesses are those controlled by owners who fail to file updated paperwork with the state, as this could be a signal that the owners are not paying attention.
Jim and Beatrice Glenn had not filed their annual report with state officials for two years before the chief executive’s name was changed to Robert Houston. If there was a document sent by email or mail about the corporate hijacking, the Glenns didn’t notice it. Jim Glenn said he has not seen any emails from the Division of Corporations in regard to changes in officers at Glenco nor has the company’s office received notification by mail.
His mother, he said, doesn’t have an email account.
Another possible way someone could have identified Glenco Properties Group as ripe for exploitation was that notice of tax deed application had been recorded against some of Glenco’s properties. Jim Glenn, 51, said that he would always pay the taxes before the property was auctioned, admitting that sometimes he forgot to pay one of his 21 properties’ tax bills.
While he did not file the annual paperwork with the state, he doesn’t think that should allow someone else to claim his company and mortgage his properties.
“They (the state) don’t even have the security measures needed to open an email account,” Glenn said.
Glenn said he moved to Florida when he was 18 years old and got his real estate license. However, he realized quickly that he wasn’t the best salesman, opting instead to buy houses and flip them.
“That’s all I’ve ever done,” he said.
Beatrice Glenn retired to Florida in 1995, settling in Sarasota after teaching elementary school in Lexington, Kentucky. She chose Sarasota to be close to her son who was living in Fort Myers at the time.
By Jim Glenn’s count, he’s bought about 50 properties but stopped selling them, opting for the steady income from renters once property got expensive.
“I bought them when the market was in the toilet,” he said. “They were practically giving them away.”
He now rents to people with low incomes in need of housing vouchers provided by the U.S. Department of Housing and Urban Development, largely in Sarasota’s Newtown and Amaryllis Park area.
Since he walked into the tax collector’s office, he’s had trouble sleeping. He’s run through things that may have allowed him to be victimized. He’s thought about how his lawsuit to resolve the $1.3 million in debt taken out against his properties will play out.
But he’s done everything he can think to do to resolve the issue.
“I’m in a holding pattern now,” he said. But he does recommend other business owners pay close attention to their corporate filings.
“Hire somebody to check it,” he said. “That’s the only thing I can think to do.”
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