Question

Why did the practice of consolidated reporting arise in the United States earlier than in France?

Answer 1

Tax consolidation, or combined reporting, is a regime adopted in the tax or revenue legislation of a number of countries which treats a group of wholly owned or majority-owned companies and other entities (such as trusts and partnerships) as a single entity for tax purposes. This generally means that the head entity of the group is responsible for all or most of the group's tax obligations (such as paying tax and lodging tax returns).

Consolidation is usually an all-or-nothing event: once the decision to consolidate has been made, companies are irrevocably bound. Only by having less than a 100% interest in a subsidiary can that subsidiary be left out of the consolidation.

The aim of a tax consolidation regime is to reduce administrative costs for government revenue departments and reduce compliance costs for corporate taxpayers.

• For companies, consolidating can help understate profits by having losses in one group company reduce profits for another.
• Assets can be transferred between group companies without triggering a tax on gain for the company receiving assets, dividends can be paid between group companies without incurring tax liabilities, and tax attributes of one group company such as imputation credits can be used by other companies in the group.
• In some jurisdictions there may be other benefits, such as the ability to look through the acquisition of shares of acquired companies to depreciate the underlying assets.

Countries which have adopted a tax consolidation regime include the United States, France, Australia and New Zealand. Countries which do not permit tax consolidation often have rules which provide some of the benefits. For example, the United Kingdom has a system of group relief, which permits profits of one group company to be reduced by losses of another group company.

• Consolidation regimes can include onerous rules and regulations. There are typically complex rules to deal with the acquisition of companies with tax losses or other tax attributes.
• Both the United States and Australia have rules which restrict the use of such losses in the wider group. In Australia, fixed trusts and 100% partnerships can be members of a consolidated group, but the head company must be a company and cannot be a trust or partnership.United States federal income tax rules permit commonly controlled corporations to file a consolidated return.
• The income tax and credits of the consolidated group are computed as if the group were a single taxpayer. Intercorporate dividends are eliminated. Once a group has elected to file a consolidated return, all members joining the group must participate in the filing.
• The common parent corporation files returns, and is entitled to make all elections related to tax matters. The common parent acts as agent for the members, and it and the members remain jointly and severally liable for all federal income taxes.
• Many U.S. states permit or require consolidated returns for corporations filing federal consolidated returns.

Requirements for filing

• Only entities organized in the United States and treated as corporations may file a consolidated Federal income tax return.[ The return is filed by a “common parent” and only those subsidiaries in which the common parent owns 80% or more of the vote AND value.

Consolidated taxable income

• Taxable income of each member is computed as if no consolidated return were filed, with the exception of certain items computed on a consolidated basis.Then adjustments are made for certain transactions between group members.

Basis and related items

• Each member of a group must recognize gain or loss on disposition of its shares of other members. Such gain or loss is affected by the member's basis in such shares.

Filing periods

• All members of the group must use the same tax year as the common parent. This may be adopted or changed by the common parent. If one group acquires another group, the acquiring common parent's tax year must be adopted by all acquired subsidiaries then meeting the 80% vote and value test

A participation exemption on dividends applies where the recipient owns at least 5% of the shares of the distributing entity for at least 24 months. If the participation exemption applies, the dividends are 95% tax exempt, resulting in a maximum effective rate of 1.9% (5% x 38%).

Participation exemption is a general term relating to an exemption from taxation for a shareholder in a company on dividends received, and potential capital gains arising on the sale of shares.