SECTION 2. GENERAL

BACKGROUND

In general, the corporation that is the common parent of a consolidated group for a consolidated return year is the sole agent (agent) with regard to the group’s income tax liability. See § § 1.1502– 77(a)(1)–(2) and (c)(1). The common parent generally remains the agent for a consolidated return year that has ended (a completed year within the meaning of § 1.1502–77(b)(6)), even if in a later year another corporation becomes the common parent or the group terminates. However, the common parent cannot act as agent for that completed year or any subsequent completed years if it ceases (or will cease) to exist or resigns pursuant to § 1.1502– 77(c)(7) (permitting certain agents to resign). In that case, the group may need an agent to function with respect to those completed years. Alternatively, the Commissioner may, if the Commissioner deems it advisable, deal directly with any member with respect to that member’s liability under § 1.1502–6 for the consolidated tax of the group for any completed year. The group may also need an agent for a consolidated return year that has not ended (generally a cur- rent year within the meaning of § 1.1502–77(b)(7)).

Section 1.1502–77(c) provides rules regarding the identity of the agent in circumstances in which: (1) the common parent or agent ceases to exist; (2) a terminating agent or the Commissioner designates an agent; (3) a common parent is replaced by a new common parent as a result of a group structure change; or (4) the agent resigns. Section 1.1502– 77(f)(2)(i) provides procedures for the Commissioner to deal directly with any member of the group with respect to its liability under § 1.1502–6 for the consolidated tax of the group. This revenue procedure sets forth procedures for communications necessary under the rules of § 1.1502–77(c) and (f)(2)(i). In this revenue procedure, references to a terminating, terminated, or resigning common parent include an agent whose existence is terminating or terminated or that is resigning.