Graeter Corporation acquired all of the stock of Lesser Corporation in 2014, and

Question

Graeter Corporation acquired all of the stock of Lesser Corporation in 2014, and the entities have filed a state and Federal consolidated income tax return ever since. In 2017, an audit notice from the state unemployment tax administration makes it clear that Lesser underpaid its 2015 state and Federal payroll taxes by $2 million. Lesser’s cash flow at this time is poor, and it has insufficient funds to pay the delinquent amount plus interest and penalties. Can the state revenue agency collect the outstanding payroll tax from Graeter under the Federal “joint and several liability” rule for tax obligations of consolidated return affiliates? Explain.

Explanation / Answer

Yes, the state revenue agency can collect the outstanding payroll tax from Graeter under the Federal “joint and several liability” rule for tax obligations of consolidated return affiliates. This is because Graeter Corporation has already acquired all of the stock of Lesser Corporation and is therefore responsible to pay the outstanding taxes or any interest and penalties on Lesser Corporation. Also since Lesser Corporation has insufficient funds to pay the taxes, so the state revenue agency has full rights to collect the tax from Graeter Corporation.

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