TCA § 67-4-2114 — Annual return — Contents — Financial unitary businesses

Every taxpayer liable for the tax imposed by this part shall file with the commissioner of revenue on such form as the commissioner may prescribe an accurate and complete return, signed by its president or other principal officer under penalty of perjury, which report shall contain the following data: The name of the taxpayer, the state in which chartered or otherwise organized, the location of its principal place of business in this state and the location of its principal or home office; If applicable, the amount of capital stock subscribed and paid in, the amount issued and outstanding, the amount of surplus and undivided profits or, if applicable, the amount or net worth, assets minus liabilities, together with the book value of each share of such stock as shown by the books and records of the corporation at the close of its last fiscal year; A comparative balance sheet as of the beginning and close of the last fiscal year as shown by the books and records of the taxpayer; and Such other and further information as may be required by the commissioner for the reasonable enforcement of this part. By the enumeration of the specific data required in subsection (a), it is not intended to divest the commissioner of the commissioner's right to require all information that the commissioner may deem necessary for the enforcement of this part. Financial institutions subject to tax in this state that are members of a unitary group, as defined in § 67-4-2004, shall file a combined return, and pay the tax imposed by this part, after apportionment, based on all operations of the unitary business. This report shall include the information set out in subsections (a) and (b), for every member of the unitary group, even if some of the members would not otherwise be subject to taxation under this part. Dividends, receipts and expenses resulting from transactions between members of a unitary group shall be excluded from the return, for purposes of apportionment under § 67-4-2118. The members shall designate one (1) member that would otherwise be subject to tax on a separate entity basis to file the combined return. Except as provided in subdivision (c)(2), each member subject to tax in this state shall be jointly and severally liable for the tax imposed by this part with regard to the unitary business. Joint and several liability for the tax imposed by this part with regard to the unitary business shall not apply to any member that is a limited liability company, limited liability partnership, or limited partnership and meets the criteria set forth either in subdivision (c)(2)(A) or (c)(2)(B): The member was formed and operated for the primary purpose of acquiring, from one (1) or more of its direct or indirect owners, notes, accounts receivable, installment sale contracts, or similar evidences of indebtedness; and The member has pledged substantially all of its assets as security, directly or indirectly, for third party borrowings or securitized indebtedness acquired by third parties; or Substantially all of whose assets consist of assets described in subdivision (c)(2)(A)(i), cash and cash equivalents, third party debt securities, or equity interests in entities satisfying the requirements of subdivision (c)(2)(A). For the purposes of subdivision (c)(2), the following shall apply: The requirements of subdivision (c)(2)(A)(i) shall be satisfied by the presence of language in the entity's organizational or other governing documents expressly stating that the purpose of the entity is to acquire, own, manage, protect, conserve and sell or otherwise dispose of assets described in subdivision (c)(2)(A)(i), cash and cash equivalents, and third party debt securities; to enter into and perform its obligations under its organizational documents, any documents relating to the acquisition of the assets or any third party borrowing or securitized indebtedness to which the entity is a party; and to engage in activities related or incidental to the purposes in this subdivision (c)(3)(A) and necessary or appropriate for the purposes in this subdivision (c)(3)(A); “Substantially all” as set forth in subdivision (c)(2) means at least two-thirds (66.67%) of the entity's assets as determined by fair market value. Persons subject to tax in this state that are members of a captive REIT affiliated group, as defined in § 67-4-2004, shall file a combined return and pay the tax imposed by this part, after apportionment, based on all operations of the entire captive REIT affiliated group. The return required by this section shall include the information set out in subsections (a) and (b) for every member of the affiliated group, even if some of the members would not otherwise be subject to taxation under this part. The members of the group shall designate one (1) member that would otherwise be subject to tax on a separate entity basis to file the combined return. Each member subject to tax in this state shall be jointly and severally liable for the tax imposed by this part with regard to the affiliated group.