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Tax Sharing Agreement

Tax Sharing Agreement Template for United States

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Key Requirements PROMPT example:

Tax Sharing Agreement

"Need a Tax Sharing Agreement for our parent company and three newly acquired tech subsidiaries, with specific provisions for R&D tax credits and state tax allocation across California, Texas and New York, to be effective from January 2025."

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Document background
Tax Sharing Agreements are essential documents for U.S. corporate groups filing consolidated tax returns. They become necessary when multiple entities operate under a common parent company and file consolidated returns. The Tax Sharing Agreement establishes clear protocols for allocating tax liabilities and benefits, managing tax payments, handling refunds, and addressing audit responsibilities. It ensures compliance with IRS regulations, particularly Internal Revenue Code Sections 1502 and 1552, while providing a framework for efficient tax administration within the corporate group.
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 Methodology: Detailed explanation of how tax liabilities and benefits will be allocated among group members

5. Payment Terms: Timing and method of payments between parties, including true-up provisions

6. Administrative Provisions: Procedures for filing returns, handling audits, and maintaining records

7. Term and Termination: Duration of agreement and conditions for termination or withdrawal

Optional Sections

1. State Tax Provisions: Specific provisions for allocation of state tax liabilities and benefits when parties operate in multiple states

2. Foreign Tax Provisions: Provisions governing international tax matters and allocation of foreign tax credits

3. Dispute Resolution: Specific procedures for resolving disagreements related to tax calculations and payments

Suggested Schedules

1. Schedule A - Participating Entities: Comprehensive list of all entities covered by the agreement

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

3. Schedule C - Payment Procedures: Specific procedures and timelines for making intercompany tax payments

4. Appendix A - Tax Return Filing Schedule: Timeline and responsibilities for tax return preparations and filings

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliated Group
Code
Combined Tax Return
Consolidated Federal Income Tax
Consolidated Group
Consolidated Return
Consolidated Tax Liability
Effective Date
Federal Income Tax
Final Determination
Group Agent
IRS
Member
Parent
Parent's Federal Income Tax Return
Payment Date
Regulations
Separate Return Tax Liability
Separate Tax
State Income Tax
Subsidiary
Tax Asset
Tax Benefit
Tax Item
Tax Loss
Tax Return
Tax Year
Treasury Regulations
Unitary Tax Return
Unused Tax Benefits
Clauses
Tax Payment Allocation
Payment Timing and Procedures
Tax Return Filing
Record Keeping
Audit Cooperation
Dispute Resolution
Tax Refunds
Administrative Provisions
Tax Adjustments
Indemnification
Confidentiality
Term and Termination
Amendments
Group Membership Changes
Governing Law
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Tax Contest Procedures
State Tax Provisions
Foreign Tax Provisions
Tax Attribute Allocation
Representations and Warranties
Interest on Late Payments
Compliance with Laws
Books and Records Access
Industries

Internal Revenue Code (IRC): Primary federal tax law including Section 1552 (Earnings and Profits regulations), Section 1501 (Consolidated return regulations), and Section 482 (Transfer pricing rules)

Treasury Regulations: Detailed federal tax guidelines including Treas. Reg. �� 1.1502-33 (Consolidated tax return rules), �� 1.1502-77 (Group agent rules), and �� 1.1502-6 (Joint and several liability)

State Tax Laws: State-specific regulations including consolidated return rules, tax allocation requirements, and unitary business principles

Sarbanes-Oxley Act: Corporate governance law affecting internal control requirements and financial reporting obligations related to tax sharing

FASB Accounting Standards: Financial accounting guidelines including ASC 740 (Income Taxes) and ASC 450 (Contingencies) that impact tax sharing arrangements

Securities Laws: SEC regulations regarding disclosure requirements for public companies and material agreement filing requirements

Bankruptcy Code: Federal bankruptcy laws governing the treatment of tax sharing agreements in bankruptcy and priority of tax claims

Administrative Guidance: IRS Revenue Rulings, Private Letter Rulings, state tax authority guidance, and relevant case law regarding tax sharing 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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