The deadline to file a 2019 Florida Annual Uniform Business Report for your corporation, limited liability company, limited partnership, or limited liability limited partnership to maintain its active status with the State of Florida is Wednesday, May 1, 2019. A non-negotiable late fee of $400 will be added to the state’s filing fee for entities that file their Florida Annual Report after this deadline. Failure to file a 2019 Florida Annual Report for an entity will result in the administrative dissolution or revocation of the entity in September 2019.
Even if a third party, like Cross Street Corporate Services, LLC, serves as your entity’s registered agent, it is your responsibility to file the annual report with the State of Florida. Annual reports must be electronically filed at the Florida Department of State’s website (sunbiz.org). If you need assistance, please contact us.
You may disregard this notice if your entity was formed in 2019 or has already filed a Florida Annual Report for 2019.
The Canada Revenue Agency (“CRA”) announced at the May 26 meeting of the International Fiscal Association in Montreal that limited liability limited partnerships and limited liability partnerships organized under the laws of Florida or Delaware will be taxable as corporations for Canadian income tax purposes. The CRA has treated US limited liability companies as corporations for many years, but previously treated US LLLPs and LLPs as pass-through entities. The announcement did not specify whether similar entities organized in other US states would be treated the same, but the justification provided by the CRA would appear to apply to such other entities.
The CRA’s announcement raises several issues for US LLLPs and LLPs that have Canadian owners, including such entities that own US real estate. One issue is that income from these entities will now be subject to double income tax. The US will treat these entities as pass-through entities and so only the owners will be subject to US income tax, but Canada will now treat these entities as corporations. Consequently, Canadian dividend tax will apply to distributions received by the Canadian owner, and a Canadian tax credit is not available for the US tax. Previously for such LLLPs and LLPs, but not for LLCs, the Canadian owner could credit the US tax they paid against their Canadian tax. Issues can also arise for US LLLPs or LLPs that do not have Canadian owners, but have business operations or investments in Canada.
The CRA did announce transitional relief so that US LLLPs and LLPs can be treated as pass-through entities for Canadian tax purposes retroactively if certain conditions are satisfied. One of the key conditions is that the LLLP or LLP must convert before 2018 to an entity that is recognized by the CRA as a pass-through entity, such as a general partnership or a limited partnership.