Page 31 - Akerman | 2016 Guide to Doing Business in Florida
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a.      Articles in Effect. Its Articles or restated Articles of Incorporation and all
                                         amendments to them currently in effect;

                                 b.      Bylaws in Effect. Its Bylaws or restated Bylaws and all amendments to them
                                         currently in effect;

                                 c.      Resolutions Pertaining to Shares. Resolutions adopted by its board of
                                         directors creating one or more classes or series of shares and fixing their
                                         relative rights, preferences, and limitations, if shares issued pursuant to such
                                         resolutions are outstanding;

                                 d.      Minutes and Shareholder Actions. The minutes of all shareholders’ meetings
                                         and records of all actions taken by shareholders without a meeting for the
                                         past three years;

                                 e.      Shareholder Communications. Written communications to all shareholders
                                         generally or all shareholders of a class or series within the past three years,
                                         including the financial statements furnished for the past three years;
                                 f.      Directors and Officers. The names and business street addresses of its
                                         current directors and officers; and

                                 g.      Annual Report. The most recent annual report delivered to the Department of
                                         State.

                          Florida law additionally requires that unless modified by resolution of the shareholders within
                          120 days of the close of the corporation’s fiscal year, a corporation shall mail to its
                          shareholders an annual financial statement within 120 days after the end of the fiscal year.

                          The corporation is also required to file an annual report with the Florida Department of State
                          prior to May 1 of the subsequent calendar year. The annual report should be compiled on the
                          form available at the Department of State website, http://www.sunbiz.org, and only contains
                          basic corporate information and no financial information. For more information on filing annual
                          reports in Florida, see Chapter 2 of this Guide [General Regulation of Business in Florida].

                          3.1.14 Taxes and Subchapter S Corporations
                          Florida currently has a corporate income tax rate of 5.5%, and corporations must file a Form
                          F-1120 Corporate Income/Franchise and Emergency Excise Tax Return with the state. Unless
                          exempt, all corporations and artificial entities that conduct business or earn or receive income in
                          Florida, including foreign corporations, must file a Florida corporate income tax return.  A
                          corporation will be required to pay all federal tax on the income it earns and its shareholders
                          must pay federal taxes on dividends distributed by the corporation, unless the corporation is an
                          S corporation.

                          For United States income tax purposes, corporations may be designated as either “C”
                          corporations or “S” corporations.  An S corporation generally does not pay corporate income
                          tax, but its shareholders pay taxes on their pro rata share of the corporate earnings, regardless
                          of whether those earnings are distributed to the shareholders. To qualify as an S corporation,
                          the corporation must comply with strict IRS guidelines and complete the requisite election form
                          and must be approved by all shareholders.

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