Alumax Inc. and Consolidated Subsidiaries - Page 11

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               Based on our examination of section 1502, its legislative              
          history, and section 1.1502-77(c)(2), Income Tax Regs., we find             
          that section 1.1502-77(c)(2), Income Tax Regs., is necessary in             
          order to avoid an undue administrative burden on the Commissioner           
          and protect the interests of the Government.  If, as petitioners            
          urge, the Court were to hold section 1.1502-77(c)(2), Income Tax            
          Regs., to be invalid insofar as it applies to a corporation which           
          joined in the filing of a consolidated return but which is                  
          subsequently determined to be required to file a separate return,           
          we would be insisting upon an administratively burdensome,                  
          impractical, and unfair rule that is not manifestly required by             
          section 1502.  Such a rule would require the IRS to obtain one or           
          more separate agreements extending the period of limitations from           
          each and every corporation that joins in the filing of a consoli-           
          dated return.  We believe that the imposition of such an adminis-           
          trative burden on the IRS would be contrary to the legislative              
          history of section 141(b) of the 1928 Act, the predecessor of               
          section 1502, which directed the Commissioner to promulgate                 
          regulations to address "difficult and complicated problems"                 
          relating to the administration of the consolidated return provi-            
          sions.  See S. Rept. 960, supra, 1939-1 C.B. (Part 2) at 419.  We           
          conclude that a determination that a corporation which joined in            
          the filing of a consolidated return was improperly included in              


          37  (...continued)                                                          
          Tax Regs., under the Code of 1986.                                          



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