Consolidating partnerships with corporations
The IRS announced that it will permit an affiliated group of corporations that did not file the required Form 1122 for all of its subsidiaries to be treated as if its subsidiaries had filed Form 1122.
Under the provisions of ATRA, corporations or consolidated groups with AMT credits from pre-2006 tax years may continue to accelerate the use of these credits instead of claiming bonus depreciation for eligible qualified property.
To effect the merger or consolidation, the agreement of merger or consolidation shall be approved by the directors of each domestic constituent corporation, and adopted by the shareholders of each domestic constituent corporation, in the same manner and with the same notice to and vote of shareholders or of holders of a particular class of shares as is required by section of the Revised Code, the merger or consolidation may be abandoned by the directors of any constituent corporation, the general partners of any constituent partnership, or the comparable representatives of any other constituent entity if the directors, general partners, or comparable representatives are authorized to do so by the agreement of merger or consolidation.
The agreement of merger or consolidation may contain a provision authorizing the directors of any constituent corporation, the general partners of any constituent partnership, or the comparable representatives of any other constituent entity to amend the agreement of merger or consolidation at any time before the filing of the certificate of merger or consolidation, except that, after the adoption of the agreement by the shareholders of any domestic constituent corporation, the directors shall not be authorized to amend the agreement to do any of the following: Alter or change the amount or kind of shares, interests, evidences of indebtedness, other securities, cash, rights, or any other property to be received by shareholders of the domestic constituent corporation in conversion of, or in substitution for, their shares; If the surviving or new entity is a foreign corporation, alter or change any term of the articles of the surviving or new foreign corporation, except for alterations or changes that could otherwise be adopted by the directors of the surviving or new foreign corporation; If the surviving or new entity is a partnership or other entity other than a corporation, alter or change any term of the partnership agreement or comparable instrument of the surviving or new partnership or other entity, except for alterations or changes that otherwise could be adopted by the general partners or comparable representatives of the surviving or new partnership or other entity; Alter or change any other terms and conditions of the agreement of merger or consolidation if any of the alterations or changes, alone or in the aggregate, would materially adversely affect the holders of any class or series of shares of the domestic constituent corporation.
The name of such a surviving or new entity may be the same as or similar to that of any constituent corporation or constituent limited liability company.
The terms of the merger or consolidation, the mode of carrying them into effect, and the manner and basis of converting the shares or interests of the constituent entities into, or substituting the shares or interests of the constituent entities for, shares, interests, evidences of indebtedness, other securities, cash, rights, or any other property or any combination of shares, interests, evidences of indebtedness, securities, cash, rights, or any other property of the surviving entity, of the new entity, or of any other entity, including the parent of any constituent entity, or any other person.
"Robertson College is a quality institution that has served thousands of students since its founding in 1911.
We look to leverage Robertson’s reputation for superior, career-oriented education in expanding throughout the Prairies as well as utilize Robertson as a platform for future acquisitions in other regions" commented Robert Prendergast, CEO of ECC.
With the new investment, we can now push forward in pursuit of several initiatives which we view as key to Robertson’s growth," said Henry Devlin, President and CEO of Robertson College.
So even if a corporate group must file a consolidated financial accounting report does not necessarily qualify it for filing a consolidated tax return.
When a consolidated return for a group is 1 filed, consent by all of the corporations within the group is required, which subsidiaries do by filing Form 1122, Authorization and Consent of Subsidiary Corporation To Be Included in a Consolidated Income Tax Return and attaching it to their group's Form 1120.
When these issues are discovered, they may require amending tax returns and could result in tax penalties as well.
An affiliated group of corporations that did not file a consolidated return for the immediately preceding tax year may file a consolidated return in lieu of separate returns for the tax year under certain conditions.
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The unextended due date of the return of a domestic corporation, Form 1120, U. Corporation Income Tax Return, generally is the 15th day of the third month following the close of the corporation's tax year.