Fl Corporation

[BOB W]

I have a client that formed a FL corp several years ago ( only told me last year). It never had activity. He paid penalties for failure to file those returns. I filed them last October or Nov. Now he wants to dissolve the corp. ( Corp yr ends in June.(C corp)).

In generating a final return, this inactive corp, is showing no tax due but I believe there is a minimum tax. The instruction book for the F-1120 only talks about % of profits and nothing about a minimum tax.

Question> Is there a separate form for the annual corp fee? If so what is it?

I have requested dissolution forms and know that there is a fee of $35.

Question> Is there anything else I need to know to close out this "pain in the ___" situation??????????

[JAinNC]

If there were no assets

in this C corp - for federal puroses just mark it final. No income - no tax.
The disolution fee would be to the Sec of St of FL or whatever FL calls it;

[BOB W]

Thanks for your reply. Fed is not my problem, Fl is.

Question> Is there a separate form for the annual corp fee? If so what is it?

[ecb34691]

See Florida Div. of Corps at sunbiz.org. The fee was due May 1 and if not paid by Aug 31, they will administratively dissolve the corp.

[JAinNC]

Fl

I went to ATX and seached the FL forms. I think the Annual Report is called Uniform Business Report (UBR) Form FL CR2E034B. Instructions say to call 850-488-9000 if questions about this form.

[BOB W]

Thanks JA, I'll give a call....................

[oceanlovin'ea]

Annual report

If you go to www.sunbiz.org, it has a place on the opening page to file the annual report. It is $150 if paid by May 1st. THen it is $450. Later in the year it goes up again.

As was previously stated, if you don't do this, they will send a notice stating that the corporation will be dissolved.

So if he has not paid this in previous years, it may already be dissolved.

At sunbiz.org you can also check the status of corporations. Type in the name and a list will come up and I think on the far right of the page it says if it is active or inactive.

Hope this helps.

Linda F

[BOB W]

Linda....

..... Thanks. I was hoping you would reply because I know you are in FL and your reply would be most accurate. Looks like I screwed up with the May 1st deadline, Oh well it is only money, mine....

[oceanlovin'ea]

Not Necessarily, Bob

If you tell them that you did not receive the notification of the May lst deadline, they will not make you pay the $450. You will only have to pay $150.

One year, the first that my mother was a corporation, I forgot to send hers. I just sent it in with a check for $150 and never heard anything back from them.

So try to pay the $150 and see if they respond and ask for more money.

Linda F

[Brian EA]

So try to pay the $150 and see if they respond and ask for more money.

Linda F[/QUOTE]

Why pay the $150 if you are dissolving the corp.

If you file your Federal return electronically and check the "final Return" box and you do not pay the $150 it's all over. FL gets their copy .

brian

[BOB W]

Linda & Brian

My client wants to close out by voluntary dissolution, not by proclamation. So, all needs to be filed.

I'll take a chance with the $150 and see what happens. If I get a penalty letter, I'll request an abatement as suggested. Thanks

[ecb34691]

It also cost $35 to file the proper disolution papers with the state. Many just chose to let the state do it for nothing.

[Corduroy Frog]

Franchise Taxes

I'm not from Florida, but almost every state in the Union requires the filing of a Franchise tax. They may call it a "Franchise Tax" or "Excise Tax", but I believe 49 states have one.

The State corporate tax is seemingly always a two-headed beast. One is a tax on profits. In your case, there will be none since there were no profits. The second is a tax on corporate structure. This is often a potpourri of corporate equity, total assets, activity in that state, factored formulas for operations in other states, etc. There will almost always be a State corporate tax eminating from this second valuation, even if there is no profits, or no sales.

I also remember once filing a "Florida Intangibles Tax" years ago. A separate tax on assets, namely receivables. Didn't have any receivables but I thought some Revenuer in Tallahassee was going to die if I didn't file it. Don't know if they still have that thing down there.

I think you'll have to file some kind of Franchise Tax, regardless of what they call it. Check their website.