Post Consolidated Return - Filing Requirement

Technical topics regarding tax preparation.
#1
art2670  
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35
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Brooklyn NY
Hello,

I have compliance related question, that I hope someone can assist me with.

A parent-sub C corp group has been filing consolidated returns since inception. Both companies generated NOLs, which have not been fully utilized. The client merges parent co into sub, so the consolidated group files final return for 2016 under parent's name and EIN disclosing the merger. Here are my two questions:

1. Should the sub mark its first stand alone return as "Initial" on the 1120, even though it has been in existence for over a decade?
2. If the answer is Yes to above, is there any additional disclosure requirement in order to clarify the existence of available NOL on line 12, Schedule K?

Thanks in advance.
Art
 

#2
art2670  
Posts:
35
Joined:
29-Mar-2016 9:10am
Location:
Brooklyn NY
Hello, reposting in order to attract additional attention. Would greatly appreciate any feedback. Thanks!

I have compliance related question, that I hope someone can assist me with.

A parent-sub C corp group has been filing consolidated returns since inception. Both companies generated NOLs, which have not been fully utilized. The client merges parent co into sub, so the consolidated group files final return for 2016 under parent's name and EIN disclosing the merger. Here are my two questions:

1. Should the sub mark its first stand alone return as "Initial" on the 1120, even though it has been in existence for over a decade?
2. If the answer is Yes to above, is there any additional disclosure requirement in order to clarify the existence of available NOL on line 12, Schedule K?
 

#3
Keyad22  
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Bay Area, California
Since the consolidation tax return for 2016, I assume it is a stock acquisition. Old parent corp merged in to Sub. Old parent does not exist anymore after merge. The existing corp is Sub. Sub never filed separate tax return before M&A.
Is my understand right?
 

#4
Keyad22  
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The first thing I remember is section 382 limitation.
I don't know whether you have foreign corporation issue, such as 5471 or 5472 filing.
 

#5
Nilodop  
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There is no 382 limitation in OP's facts.
 

#6
Nilodop  
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You should find what you need to know in this regulation. https://www.law.cornell.edu/cfr/text/26/1.1502-76. In excruciating detail.
 


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