SECTION 8. DESIGNATION — Internal Revenue Bulletin 2002-28

REMAINING MEMBERS OF THE GROUP UNDER § 1.1502–77A(d).

.01. In general . If a terminating common parent does not designate a substitute agent for any consolidated return year(s) beginning before June 28, 2002, the remaining members of the group may designate a substitute agent pursuant to § 1.1502–77A(d) for such year(s). The remaining members may designate as substitute agent any corporation that was a member of the group for any part of a consolidated return year for which the designation applies. The designation must be filed in accordance with the requirements set forth in this section 8.

.02 When to file . The designation of a substitute agent by the remaining members of the group under § 1.1502–

.02 When to file . (1) In general . A terminating common parent’s designation of a corporation other than its qualifying successor as substitute agent under §§ 1.1502–77(d)(1) or 1.1502–77A(d) must be executed by the common parent before its existence terminates and, except as provided in paragraph (2) of this subsection .02, filed promptly.

(2) Special rule . If the substitute agent designated by the terminating common parent under this section 7 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 designated substitute agent must promptly complete the designation after it comes into existence by executing the statement required in subsection .03(10) of this section 7 and filing the designation.

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

(1) The heading “REV. PROC. 2002– 43: DESIGNATION OF SUBSTITUTE AGENT BY COMMON PARENT” 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 designated substitute agent 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 .03;

(5) If the common parent elects pursuant to § 1.1502–77(h)(1)(ii) to apply § 1.1502–77(d)(1) with respect to consolidated return years beginning before June 28, 2002, a statement making an election;

(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 and address of the corporation(s) (or other person(s)) that have (or will have) custody of the books and records with respect to the consolidated return year(s) for which the designation applies, if different from the designated substitute agent named in paragraph (3) of this subsection .03, and if so, a description of the arrangements available to the designated substitute agent for access to the books and records;

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

(10) A statement on behalf of the substitute agent 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 a member of the group for the consolidated tax liability for such consolidated return year(s).

.04 Signature requirements . (1) The terminating common parent’s designation of a corporation other than 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 authorized to make this designation on behalf of the com- mon parent and that, to the best of my knowledge, the information provided is true, correct, and complete.

(2) The statement required under subsection .03(10) of this section 7 must contain the following declaration, signed by a duly authorized officer of the substitute agent: Under penalties of perjury, I declare that I am authorized to sign this statement on behalf of the desig- nated substitute agent and that, to the best of my knowledge, the information provided is true, correct, and complete.

July 15, 2002 102 2002–28 I.R.B.

77A(d)(1) may be filed at any time after the common parent’s existence terminates.

.03 Contents . The remaining members’ designation of a substitute agent must be in writing and contain the following information:

(1) The heading “REV. PROC. 2002– 43: DESIGNATION BY GROUP MEMBERS UNDER § 1.1502–77A(d)” must be typed or legibly printed at the top of the designation;

(2) Name, address, and employer identification number of the terminated common parent for which a substitute agent is being designated;

(5) 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;

(6) The date of termination of the common parent;

(7) The name and address of the corporation(s) (or other person(s)) that have (or will have) custody of the books and records with respect to the consolidated return year(s) for which the designation applies, if different from the designated substitute agent named in paragraph (3) of this subsection .03, and if so, a description of the arrangements available to the designated substitute agent for access to the books and records;

(8) A representation that the corporations signing the designation constitute all of the remaining members of the group; and

.04 Signature requirements . The designation must contain the following declaration, signed by a duly authorized officer of each remaining member of the group for the consolidated return year(s) for which the designation applies: Under penalties of perjury, I declare that I am authorized to make this designation on behalf of the named member of the group and that, to the best of my knowledge, the information provided is true, correct, and complete. For purposes of this subsection .04, the designation may be submitted as a single document containing all required signatures or as multiple documents each signed by a duly authorized officer of a remaining member of the group.

.05 Approval . (1) The IRS may approve or disapprove for any reason a designation of a substitute agent under this section 8. Approval of such designation is in the sole discretion of the IRS.

(2) No designation under this section 8 applies unless and until it is approved by the IRS.

(3) The IRS will approve or disapprove any designation under this section 8 in writing to the member designated as substitute agent in subsection .03(3) of this section 8. Unless written approval is received from the IRS, taxpayers may not assume that the substitute agent has the authority to act on behalf of the group.