SECTION 6. DESIGNATION BY A

TERMINATING COMMON PARENT OF ITS QUALIFYING SUCCESSOR AS SUBSTITUTE AGENT

.01 In general . A terminating common parent may designate a substitute agent. See §§ 1.1502–77(d)(1), 1.1502– 77(h)(1)(ii), and 1.1502–77A(d). Designation by a terminating common parent is available for any and all taxable years for which the terminating common parent is agent for the group. If the terminating common parent designates its qualifying successor in accordance with the procedures of this section 6, that designation is automatically approved without further communication from the IRS, and no written approval will be provided. Such designation will be effective on the later of the termination of the common parent or the filing of the designation with the IRS. Designation by a terminating common parent of its qualifying successor as

July 15, 2002 100 2002–28 I.R.B.

substitute agent with respect to consolidated return years beginning before June 28, 2002, requires the terminating common parent to elect to apply § 1.1502– 77(d)(1) pursuant to § 1.1502–77(h)(1)(ii) in accordance with subsection .04(5) of this section 6. A designation by a common parent, before its existence terminates, of its qualifying successor as substitute agent for the group must be filed in accordance with the requirements set forth in this section 6.

.02 Qualifying Successor . For purposes of this revenue procedure, a “qualifying successor” must be (i) the sole entity that is primarily liable under applicable law (without regard to §§ 1.1502– 1(f)(4) or 1.1502–6(a)) for the common parent’s Federal income tax liability and (ii) a domestic corporation for Federal income tax purposes. Qualifying successors usually result from the merger of a terminating common parent into another domestic corporation.

.03 When to file . (1) In general . A terminating common parent’s designation of its qualifying successor as substitute agent must be executed by the common parent before its existence terminates and, except as provided in paragraph (2) of this subsection .03, filed promptly.

(2) Special rule . If the qualifying successor does not come into existence before the common parent’s existence terminates, the common parent must still execute the designation before its existence terminates, and the qualifying successor must promptly complete the designation after it comes into existence by executing the statement required in subsection .04(9) of this section 6 and filing the designation.

.04 Contents . The terminating common parent’s designation of its qualifying successor as substitute agent must be in writing and contain the following information:

(1) The heading “REV. PROC. 2002– 43: COMMON PARENT’S DESIGNATION OF ITS QUALIFYING SUCCESSOR AS SUBSTITUTE AGENT” must be typed or legibly printed at the top of the designation;

(2) Name, address, and employer identification number of the common parent making the designation;

(3) Name, address, and employer identification number of the common parent’s

qualifying successor and the consolidated return year(s) for which the designation applies (or a statement that it applies to all consolidated return years ending on or before the date of termination of the common parent);

(4) The name and employer identification number of the common parent under which the return(s) for which the designation applies was (were) filed, if different from the common parent named in paragraph (2) of this subsection .04;

(5) If the designation applies to any consolidated return year(s) beginning before June 28, 2002, a statement that the common parent elects pursuant to § 1.1502–77(h)(1)(ii) to apply § 1.1502– 77(d)(1) with respect to such year(s); (6) The Internal Revenue Service Center where the consolidated return(s) was (were) or will be filed, as the case may be, for the year(s) for which the designation applies;

(7) The expected date of termination of the common parent;

(8) The name, address, and phone number of any Examination Team Manager, Appeals Officer or Counsel Attorney who currently has jurisdiction of consolidated return year(s) for which the designation applies; and

(9) A statement on behalf of the qualifying successor in which it:

(a) Agrees to serve as the group’s substitute agent pursuant to the common parent’s designation; and

(b) If it was not a member of the group during the consolidated return year(s) for which it is designated, acknowledges that it is or will be primarily liable as a successor of the common parent of the group for the consolidated tax liability for such consolidated return year(s).

.05 Signature requirements . (1) The terminating common parent’s designation of its qualifying successor as substitute agent must contain the following declaration, signed by a duly authorized officer of the common parent: Under penalties of perjury, I declare that I am autho- rized to make this designation on behalf of the common parent and that, to the best of my knowledge, the infor- mation provided is true, correct, and complete.

(2) The statement required under subsection .04(9) of this section 6 must contain the following declaration, signed by a

duly authorized officer of the terminating common parent’s qualifying successor: Under penalties of perjury, I declare that I am authorized to sign this state- ment on behalf of the qualifying succes- sor and that, to the best of my knowl- edge, the information provided is true, correct, and complete.