House Bill 0743

CODING: Words stricken are deletions; words underlined are additions.







    Florida House of Representatives - 1999                 HB 743

        By Representative Lacasa






  1                      A bill to be entitled

  2         An act relating to limited liability companies;

  3         amending ss. 199.023 and 199.052, F.S.;

  4         specifying membership interests in certain

  5         corporations as indicia of ownership for

  6         certain purposes; including limited liability

  7         companies within certain provisions relating to

  8         corporations; providing an effective date.

  9

10  Be It Enacted by the Legislature of the State of Florida:

11

12         Section 1.  Subsection (8) of section 199.023, Florida

13  Statutes, 1998 Supplement, is amended to read.

14         199.023  Definitions.--As used in this chapter:

15         (8)  "Affiliated group of corporations" means one or

16  more chains of corporations connected through stock ownership

17  with a common parent corporation, providing that:

18         (a)  Stock or a membership interest possessing at least

19  80 percent of the voting power of all classes of stock or

20  membership interests and at least 80 percent of each class of

21  the nonvoting stock or membership interest of each

22  corporation, except for the common parent corporation, is

23  owned directly by one or more of the other corporations; and

24         (b)  The common parent corporation directly owns stock

25  or a membership interest possessing at least 80 percent of the

26  voting power of all classes of stock or membership interests

27  and at least 80 percent of each class of the nonvoting stock

28  or membership interest of at least one of the other

29  corporations.

30

31

                                  1

CODING: Words stricken are deletions; words underlined are additions.






    Florida House of Representatives - 1999                 HB 743

    574-146-99






  1  As used in this subsection, the term "nonvoting stock or

  2  membership interest" does not include nonvoting stock or a

  3  membership interest which is limited and preferred as to

  4  dividends. As used in this subsection, "corporation" includes

  5  limited liability companies under chapter 608.

  6         Section 2.  Subsection (10) of section 199.052, Florida

  7  Statutes, 1998 Supplement, is amended to read.

  8         199.052  Annual tax returns; payment of annual tax.--

  9         (10)  An affiliated group of corporations may elect to

10  make a consolidated return for any year.  The election shall

11  be made by timely filing a consolidated return. Once made, an

12  election may not be revoked, and it is binding for the tax

13  year.  The mere making of a consolidated return shall not in

14  itself provide a business situs in this state for intangible

15  personal property held by a corporation.  The fact that

16  members of an affiliated group own stock or a membership

17  interest in corporations which do not qualify under the stock

18  ownership requirements as members of an affiliated group shall

19  not preclude the filing of a consolidated return on behalf of

20  the qualified members.  Where a consolidated return is made,

21  intercompany accounts, including the capital stock or

22  membership interest of an includable corporation, other than

23  the parent, owned by another includable corporation, shall not

24  be subject to annual taxation. However, capital stock or a

25  membership interest and other intercompany accounts of a

26  nonqualified member of the affiliated group shall be subject

27  to annual tax.  Each consolidated return shall be accompanied

28  by documentation identifying all intercompany accounts and

29  containing such other information as the department shall

30  require. Failure to timely file a consolidated return shall

31  not prejudice the taxpayer's right to file a consolidated

                                  2

CODING: Words stricken are deletions; words underlined are additions.






    Florida House of Representatives - 1999                 HB 743

    574-146-99






  1  return, provided that the failure to file a consolidated

  2  return is limited to 1 year and the taxpayer's intent to file

  3  a consolidated return is evidenced by the taxpayer having

  4  filed a consolidated return for the 3 years prior to the year

  5  the return was not timely filed. As used in this subsection,

  6  "corporation" includes limited liability companies under

  7  chapter 608.

  8         Section 3.  This act shall take effect upon becoming a

  9  law.

10

11            *****************************************

12                          HOUSE SUMMARY

13
      Specifies membership interests in affiliated groups of
14    corporations as indicia of ownership for definitional and
      tax purposes. Includes limited liability companies within
15    provisions relating to affiliated groups of corporations.

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

31

                                  3