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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