A. The parent
corporation shall be for all purposes, in respect of the tax for the taxable
year for which a consolidated return is made, the agent of each corporation
which during any part of the year was a member of the affiliated group, duly
authorized in the name of the parent to act for and represent each such
corporation in all matters relating to such tax; the parent corporation shall
be the sole agent for such corporations in such matters; and such corporations
shall not have authority to act for or to represent themselves in any such
matter. As examples but not limited to:
1.
All correspondence will be carried on directly with the parent corporation and
deficiency notices will be mailed only to the parent corporation in the
affiliated group.
2. The parent
corporation will file petitions and conduct proceedings before the Tax
Administrator, and any such petitions shall be considered as also having been
filed by each other member of the group.
3. The parent corporation will file claims
for refund or credit; the refunds will be made directly to and in the name of
the parent corporation and will discharge any liability of the state in respect
thereof to any other member.
4. The
parent corporation will, in its name, execute agreements and all other
documents. Any agreement or other documents so executed, shall be considered as
having been also executed by each other member of the group. However,
notwithstanding other provisions under §§
12.4(A)(1), (2) and
(3) of this Part, any matter of deficiency of
tax for a consolidated return will name each corporation which was a member of
the affiliated group during any part of such period, and any assessment
(whether of the original tax or of the deficiency) will be made in the name of
each such corporation. A failure to include the name of any such corporation
will not affect the validity of the deficiency notice or the assessments as to
the other corporations. After the assessment has been made, any notice or
demand for payment or any proceeding to collect the amount of any assessment,
will name the corporation from which such collection is to be made. The
provisions under §§
12.4(A)(1), (2) and
(3) of this Part shall apply whether or not
one or more members have become or have ceased to be members of the group at
any time.
B. Effect of
dissolution of parent: In the event that the parent corporation is
contemplating dissolution, or is about to be dissolved, or if for any other
reason its existence is about to terminate, it shall be the parent's duty to
notify the Tax Administrator of such act and to designate another agent to act
as agent in the parent's place to the same extent and subject to the same
conditions and limitations as are applicable to the parent corporation.
1. Until this notice (in writing with the
designation of another agent) has been received by the Tax Administrator, any
notice or deficiency letter mailed to the parent corporation shall be
considered as having been mailed to the agent of the group. If the Tax
Administrator has reason to believe that the existence of the parent
corporation has terminated, is about to terminate or has been notified of the
designation of another agent to act in the parent's place, he may (if he deems
it advisable) deal directly with any member of the affiliated group with
respect to its liability.
