Did Florida documentary stamp tax apply when four equipment-lease documents did not expressly incorporate one another?

Subject

Master Lease Agreements

Plain-English summary

The original ruling found no documentary stamp tax on the four-document equipment lease, even if the documents were executed in Florida. No individual document created an unconditional written obligation to pay a sum certain, and none expressly incorporated any of the others.

Under the cited 1997 amendment, taxability had to be determined from the face of a document plus any separate document expressly incorporated into it. A referenced document or another paper forming part of the same overall contract could not be used unless the operative document expressly incorporated it. Florida therefore refused to combine the four papers into one taxable obligation.

The official PDF begins by directing readers to TAA 98B4-009R. This page records the original ruling's analysis, but the revised advisement must be consulted before relying on the result.

What this means for you

The original ruling turned on document drafting, not merely the business deal. Whether a master lease, schedule, delivery receipt, or payment paper expressly incorporates the others can determine whether they are read together for documentary stamp tax. Because Florida issued a revision, the original holding is historical context only.

Common questions

Q: Did signing the documents in Florida make the original arrangement taxable? No. The original ruling said execution in Florida did not matter because the documents could not be combined into an unconditional obligation for a sum certain.

Q: Was a mere reference to another contract paper enough? No. Section 201.08(6), as quoted, required express incorporation.

Q: Is this the Department's final answer on the transaction? The PDF says to refer to revised TAA 98B4-009R, so the original should not be treated as final.

Citations and references

• Fla. Stat. § 201.08(6) — taxability from the document's face and separately incorporated documents
• Fla. Stat. § 213.22 — Technical Assistance Advisements

Source

• Landing page: Florida Tax Law Library
• Advisement: TAA 98B4-009

Original ruling text

Refer to TAA 98B4009R
Jul 20, 1998

Re: Technical Assistance Advisement No. 98(B)4-009
Documentary Stamp Tax - Master Lease Agreements
Section 201.08(6), F.S.
XXX (hereinafter Taxpayer)
XXX (hereinafter Lease Agreement)

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.

Statement of the Facts

The taxpayer provides equipment leases for its customers in
and outside the state of Florida. The lease agreement is
composed of four separate documents. The Delivery and
Acceptance Receipt, which is one of the four documents,
determines when the lease becomes effective. Although the four
documents collectively are referred to as the lease, none of the
documents, including the Delivery and Acceptance Receipt,
expressly incorporates any of the other documents.

Request for Advisement

The taxpayer requests advice whether the lease agreement
can be executed in Florida without Florida customers being
subject to documentary stamp tax.

Provisions of the Law

Section 201.08, F.S., imposes tax on written obligations to
pay money that are made, executed, delivered, sold, transferred
or assigned in this state.

Section 201.08(6), F.S., (as amended July 1, 1997),

provides in part:

Taxability of a document pursuant to this section shall be
determined solely from the face of the document and any
separate document expressly incorporated into the document.
Taxability of a document pursuant to this section shall not
be determined by reference to any separate document
referenced or forming part of the same contract or
obligation unless the separate document is expressly
incorporated into the document....

Conclusion

Neither document, in and of itself, constitutes an
unconditional written obligation to pay a sum certain in money.
None of the documents expressly incorporates any of the other
documents. Pursuant to s. 201.08(6), F.S., the documents cannot
be read together to determine whether, in combination, they
constitute a written obligation to pay a sum certain in money.
Therefore, the lease agreement is not subject to the documentary
stamp tax, even if the documents are executed in Florida.

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 and your request
are public records under Chapter 119, F.S., which are subject to
disclosure to the public under the conditions of s. 213.22, F.S.
Your name, address, and any other details which might lead to
identification of the taxpayer must be deleted by the Department
before disclosure. In an effort to protect the confidentiality
of such information, we request you notify the undersigned in
writing within 15 days of any deletions you wish made to the

request or the response.

Sincerely,

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

CG/mh