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Tax Allocation Agreement Template for United States

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Key Requirements PROMPT example:

Tax Allocation Agreement

"Need a Tax Allocation Agreement for our parent company and three manufacturing subsidiaries operating across California and Texas, with specific provisions for R&D tax credits and quarterly payment schedules to be implemented from January 2025."

Document background
Tax Allocation Agreements are essential documents for U.S. corporate groups filing consolidated tax returns. These agreements become necessary when multiple entities operate under common control and file consolidated returns. A Tax Allocation Agreement defines how tax liabilities and benefits are allocated among group members, establishes payment mechanisms, and outlines responsibilities for tax compliance. It helps prevent disputes, ensures regulatory compliance, and provides clarity on how tax attributes are shared. The agreement is particularly important for satisfying IRS requirements and maintaining proper intercompany accounting.
Suggested Sections

1. Parties: Identification of parent company and subsidiaries involved in the agreement

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement including tax-specific terminology

4. Tax Sharing Payments: Methodology for calculating and allocating tax liabilities and benefits among group members

5. Payment Terms: Timing, method, and procedures for payments between group members

6. Tax Return Preparation: Responsibilities and procedures for preparing and filing consolidated returns

7. Dispute Resolution: Process for resolving disagreements between parties regarding tax allocations

8. Term and Termination: Duration of the agreement and circumstances for termination

Optional Sections

1. State Tax Provisions: Specific provisions for state tax allocation when operating in multiple states

2. Foreign Tax Provisions: Provisions for handling foreign tax credits and liabilities for international operations

3. Regulatory Compliance: Special provisions for regulated entities subject to specific oversight requirements

4. Change in Law Provisions: Procedures for addressing changes in tax laws affecting the agreement

Suggested Schedules

1. Schedule A - Group Members: Comprehensive list of all entities included in the tax sharing agreement

2. Schedule B - Allocation Methodology: Detailed calculations and examples of tax allocation method

3. Schedule C - Payment Procedures: Specific procedures for making and documenting payments

4. Appendix A - Tax Return Filing Schedule: Timeline and deadlines for tax return preparation and filing

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Internal Revenue Code: Key sections including IRC 1552 (Earnings and Profits), 1502 (Consolidated Return Regulations), and 482 (Transfer Pricing) that govern tax allocation agreements and consolidated returns

Treasury Regulations: Specific regulations including Treas. Reg. �� 1.1502-33 (Consolidated Tax Return Rules), �� 1.1502-77 (Agent for the Group), and �� 1.1552-1 (Tax Allocation Methods)

IRS Pronouncements: Guidance including Revenue Procedure 2009-31 on Intercompany Tax Allocation Agreements and relevant Private Letter Rulings

State Tax Laws: State-specific consolidated return provisions, allocation requirements, and unitary business principles that may affect the agreement

Regulatory Requirements: Requirements from Federal Reserve, Office of the Comptroller of the Currency (OCC), and state insurance commissions for regulated entities

Bankruptcy Code: Provisions governing the treatment of tax sharing agreements in bankruptcy and rights/obligations of group members

Securities Laws: SEC disclosure requirements for public companies and material agreement considerations in tax allocation agreements

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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