What documentary stamp tax applied to a deed recording a foreign partnership's domestication in Florida?

Plain-English summary

Florida imposed only the 70-cent minimum documentary stamp tax on the deed. The foreign limited partnership was becoming domesticated in Florida, and the deed stated that the grantor and grantee were the same entity.

The Department reasoned that qualifying domestication under Chapter 607 continued the same entity from its original formation date. The deed therefore evidenced the domestication and record-title change rather than a conveyance between different owners.

What this means for you

The result depended on legal continuity and compliance with the cited domestication statute, not merely on using related entity names on a deed.

Common questions

Q: Was the deed completely untaxed? No. The ruling applied the 70-cent minimum tax.

Q: What fact drove the result? The partnership remained the same entity before and after domestication.

Citations and references

• Fla. Stat. § 201.02(1) — documentary stamp tax on deeds
• Fla. Stat. § 607.1801 — domestication provision cited in the ruling
• Fla. Stat. § 213.22 — Technical Assistance Advisements

Source

• Landing page: Florida Tax Law Library
• Advisement: TAA 99B4-017

Original ruling text

SUMMARY

QUESTION: Will a deed given as a result of the
partnership's status being changed from a foreign to
domestic partnership be subject to documentary stamp tax?

ANSWER - Based on Facts Below: A foreign partnership that
becomes domesticated in Florida is for all purposes the
same entity that existed prior to domestication.
Therefore, a deed given to evidence the domestication of
the partnership will be subject only to the minimum tax of
70 cents, if all the requirements of Chapter 607, F.S., are
met.

Nov 23, 1999

Re: Technical Assistance Advisement No. 99(B)4-017
Documentary Stamp Tax; Deed From a Foreign Partnership to a
Domestic Partnership
Section 201.02(1), F.S.
XXX (hereinafter grantor)
XXX (hereinafter grantee)

Dear :

Your letter requesting a Technical Assistance Advisement
has been referred to this office for response. The specific
scenario for which advice has been requested is summarized
below.

Facts as Presented by Petitioner

A foreign limited partnership desires to become
domesticated in Florida and change from a foreign to a Florida
partnership. The Partnership Agreement was amended to reflect
the desire to change the partnership's domicile and name. A
deed will be executed to show record title to real property in
the domesticated partnership. The deed states that, for all

purposes, the grantor and grantee are the same entity.

Request for Advisement

You request that the Department issue a Technical
Assistance Advisement pertaining to the imposition of
documentary stamp tax to a deed reflecting the referenced
changes to this partnership.

Provisions of Law

Section 201.02(1), F.S., provides in part:

On deeds, instruments, or writings whereby any lands,
tenements, or other real property or any interest therein,
shall be granted, assigned, transferred, or otherwise
conveyed to, or vested in, the purchaser or any other
person by his or her direction, on each $100 of the
consideration therefor the tax shall be 70 cents....

Section 607.1801, F.S., provides that a corporation may
become domesticated in this state by filing with the Department
of State. The existence of the corporation will be deemed to
have commenced as of the date of its existence in the
jurisdiction in which it was first formed. For purposes of
domestication, s. 607.1801(1), F.S., includes in the term
"corporation", incorporated organization, private law
corporation, public law corporation, partnership,
proprietorship, joint venture, foundation trust, association or
similar entity.

Position of the Department

A foreign partnership that becomes domesticated in Florida
is for all purposes the same entity that existed prior to
domestication. Therefore, the deed given to evidence the
domestication of the partnership will be subject only to the
minimum tax of 70 cents, if all the requirements of Chapter 607,
F.S., are met.

This response constitutes a Technical Assistance Advisement

under s. 213.22, F.S., which is binding on the Department only
under the facts and circumstances described in the request for
this advice as specified in s. 213.22, F.S. Our response is
predicated on those facts and the specific situation summarized
above. You are advised that subsequent statutory or
administrative rule changes or judicial interpretations of the
statutes or rules upon which this advice is based may subject
similar future transactions to a different treatment than
expressed in this response.

You are further advised that this response, your request
and related backup documents are public records under Chapter
119, F.S., and are subject to disclosure to the public under the
conditions of s. 213.22, F.S. Confidential information must be
deleted before public disclosure. In an effort to protect
confidentiality, we request you provide the undersigned with an
edited copy of your request for Technical Assistance Advisement,
the backup material and this response, deleting names, addresses
and any other details which might lead to identification of the
taxpayer. Your response should be received by the Department
within 15 days of the date of this letter.

Sincerely,

Celestine Grantham
Senior Tax Specialist
Technical Assistance and Dispute Resolution
Office of General Counsel

CG/mh