Subsidiary employment tax problem

Subsidiary’s employment tax liability cannot be collected from the parent corporation [Chief Counsel Advice 200913052]:

The IRS Office of Chief Council has expressed its opinion in a new Chief Council Advice (CCA) that the employment tax liability of a subsidiary corporation in a consolidated group cannot be collected from the parent corporation.

A “subsidiary” is defined under Reg. § 1.1502-1(c) as a corporation that is a member of a consolidated group, but is not the common parent of the group. In a consolidated group, (1) the parent corporation must directly own at least 80% of the total voting power and 80% of the total value of the stock in at least one other “includible” corporation in the group, and (2) one or more of the other includible corporations in the group must directly own at least 80% of the stock (by vote or value) in each of the remaining includible corporations.

In the CCA, the IRS acknowledges that all members of the consolidated group are severally liable for the entire income tax owed on the corporate income tax return, but it believes that each member of the group only owes its own employment tax obligations.

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