SECTION 9. NOTIFICATION BY

DEFAULT SUBSTITUTE AGENT UNDER § 1.1502–77(d)(2)

.01 In general . If a terminating common parent that does not designate a substitute agent pursuant to § 1.1502– 77(d)(1) has a qualifying successor (as defined in section 6.02 of this revenue procedure), such qualifying successor is the default substitute agent under § 1.1502–77(d)(2) for consolidated return years beginning on or after June 28, 2002. Such default substitute agent must provide notification to the IRS pursuant to the filing requirements set forth in this section 9 to insure that it will receive communications from the IRS to the group and to insure that the IRS will act on its communications to the IRS on behalf of the group.

.02 When to file . Notification by the default substitute agent should be filed

promptly after the existence of the common parent terminates.

.03 Contents . The notification by the default substitute agent under § 1.1502– 77(d)(2) must be in writing and contain the following information:

(1) The heading “REV. PROC. 2002– 43: NOTIFICATION BY DEFAULT SUBSTITUTE AGENT UNDER § 1.1502–77(d)(2)” must be typed or legibly printed at the top of the notification;

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

(3) Name, address, and employer identification number of the default substitute agent and the consolidated return year(s) for which it is the substitute agent;

(4) The name and employer identification number of the common parent under which the return(s) for which the default substitute agent is the substitute agent was (were) filed, if different from the common parent named in paragraph (2) of this subsection .03;

(5) The Internal Revenue Service Center where the consolidated return(s) was (were) or will be filed, as the case may be, for the consolidated return year(s) for which the default substitute agent is the substitute agent;

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

(7) 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 default substitute agent is the substitute agent; and

(8) A statement in which the default substitute agent:

(a) Agrees to serve as the group’s substitute agent; and

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

.04 Signature requirements . The notification by a default substitute agent must contain the following declaration, signed by a duly authorized officer of the default substitute agent: Under penalties of per- jury, I declare that I am authorized to

2002–28 I.R.B. 103 July 15, 2002

another member (or successor of another member). Such request may (but is not required to) propose a substitute agent to replace the previously designated substitute agent.

.02 When to file . A request by a member of the group that the IRS replace a previously designated substitute agent may be filed at any time after the IRS designates the substitute agent that the request seeks to have replaced.

.03 Contents . A request that the IRS replace a previously designated substitute agent must be in writing and contain the following information:

(1) The heading “REV. PROC. 2002– 43: REQUEST FOR IRS TO REPLACE PREVIOUSLY DESIGNATED SUBSTITUTE AGENT UNDER § 1.1502– 77(d)(3)” must be typed or legibly printed at the top of the designation;

(2) Name, address, and employer identification number of the previously designated substitute agent;

(3) Name, address, and employer identification number of the proposed substitute agent, if any, to replace the previously designated substitute agent and the consolidated return year(s) for which the replacement designation is requested;

(4) The name and employer identification number of the common parent under which the return(s) for which the replacement designation is requested was (were) filed;

(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 replacement designation is requested;

(6) The date the common parent’s existence terminated and the circumstances under which it terminated ( e.g., dissolution under state law or merger into a limited liability company);

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

submit this notification on behalf of the default substitute agent and that, to the best of my knowledge, the information provided is true, correct, and complete.

.05 No approval required . IRS approval is not required for a default substitute agent, but the IRS is not required to send communications to, or act on communications from, a default substitute agent until it provides notification under this section 9.