rp-15-26.pdf

Preserve advance releases and the authoritative Internal Revenue Bulletin rendition; directory timestamps are file-publication metadata, not legal effective dates. HTML bulletins begin June 2003; earlier available issues require full PDF parsing.

This collection currently includes the publisher’s available advance-release directory. Historical bulletin renditions are discovered separately; an advance-release record alone does not certify the collection archive complete.

26 CFR 601.105: Examination of returns and claims for refund, credit, or
abatement; determination of correct tax liability.
(Also Part I, §§ 1502; 1.1502-77)

Rev. Proc. 2015-26

SECTION 1. PURPOSE

This revenue procedure provides instructions for all communications relating to the
identification of the agent to act on behalf of the consolidated group pursuant to
§ 1.1502-77(c) of the Income Tax Regulations. This revenue procedure is the exclusive
procedure under § 1.1502-77(c) for making the communications identified in section 3 of
this revenue procedure.
SECTION 2. GENERAL BACKGROUND
In general, the corporation that is the common parent of a consolidated group for a
consolidated return year is the sole agent (agent) with regard to the group’s income tax
liability. See §§ 1.1502-77(a)(1)-(2) and (c)(1). The common parent generally remains
the agent for a consolidated return year that has ended (a completed year within the
meaning of § 1.1502-77(b)(6)), even if in a later year another corporation becomes the
common parent or the group terminates. However, the common parent cannot act as

− 2 −
agent for that completed year or any subsequent completed years if it ceases (or will
cease) to exist or resigns pursuant to § 1.1502-77(c)(7) (permitting certain agents to
resign). In that case, the group may need an agent to function with respect to those
completed years. Alternatively, the Commissioner may, if the Commissioner deems it
advisable, deal directly with any member with respect to that member's liability under
§ 1.1502-6 for the consolidated tax of the group for any completed year. The group may
also need an agent for a consolidated return year that has not ended (generally a current
year within the meaning of § 1.1502-77(b)(7)).
Section 1.1502-77(c) provides rules regarding the identity of the agent in
circumstances in which: (1) the common parent or agent ceases to exist; (2) a terminating
agent or the Commissioner designates an agent; (3) a common parent is replaced by a
new common parent as a result of a group structure change; or (4) the agent resigns.
Section 1.1502-77(f)(2)(i) provides procedures for the Commissioner to deal directly with
any member of the group with respect to its liability under § 1.1502-6 for the consolidated
tax of the group. This revenue procedure sets forth procedures for communications
necessary under the rules of § 1.1502-77(c) and (f)(2)(i). In this revenue procedure,
references to a terminating, terminated, or resigning common parent include an agent
whose existence is terminating or terminated or that is resigning.
SECTION 3. SPECIFIC BACKGROUND INFORMATION REGARDING DIFFERENT
MEANS OF IDENTIFYING AN AGENT
.01 In general. Section 1.1502-77(c) provides for several different means of
identifying an agent to act on behalf of a consolidated group. Each method is described

− 3 −
below and applies to consolidated return years beginning on or after April 1, 2015. For
consolidated return years beginning prior to April 1, 2015, see Rev. Proc. 2002-43.
.02 Terminating agent’s default successor is the agent. See § 1.1502-77(c)(1).
The general rule is that if a terminating agent has a sole successor (within the meaning of
§ 1.1502-77(b)(1)), that successor is the default successor and automatically becomes
the agent. In such cases, approval of the Commissioner is not required before the
default successor is the agent, but the Commissioner is not required to send
communications to, or act on communications from, the default successor until the default
successor provides the notification required under § 1.1502-77(c)(4) (notification to
Commissioner of status as a default successor) in the manner prescribed in section 6 of
this revenue procedure.
.03 Terminating agent’s designation of an agent. See § 1.1502-77(c)(5). In
general, if an agent’s existence terminates and there is no default successor for a
completed year, the terminating agent may designate as the agent any member of the
consolidated group during any part of that completed year, or any entity that is a
successor of such a member as provided under § 1.1502-77(c)(5)(ii). A terminating
agent previously designated by the Commissioner under § 1.1502-77(c)(6)(i)(A)(2)-(4)
cannot make a designation under § 1.1502-77(c)(5). The notification by the terminating
agent to the Commissioner required under § 1.1502-77(c)(5)(iii) must be provided in the
manner prescribed in section 7 of this revenue procedure.
.04 Commissioner’s designation of an agent. See § 1.1502-77(c)(6). The
Commissioner can designate an agent: (1) on the Commissioner’s own accord under four

− 4 −
circumstances pursuant to § 1.1502-77(c)(6)(i)(A), or (2) upon a request from a member
of the group pursuant to § 1.1502-77(c)(6)(i)(B).
More specifically, the Commissioner may designate any member or successor of a
member as the agent on the Commissioner’s own accord if: (1) the terminating agent
does not have a default successor and does not designate an agent under §
1.1502-77(c)(5)(i) (see § 1.1502-77(c)(6)(i)(A)(1)); (2) an agent previously designated by
the Commissioner is no longer a member of the group in a current year and does not have
a default successor that is a member of the group (see § 1.1502-77(c)(6)(i)(A)(2)); (3) the
Commissioner believes that an agent or its default successor exists but such entity has
not timely responded to Internal Revenue Service (IRS) notices sent to the entity’s last
known address or left at the entity’s usual place of business or in situations in which the
agent fails to perform its obligations as agent as prescribed by the Code or regulations
promulgated thereunder (see § 1.1502-77(c)(6)(i)(A)(3)); or (4) the agent is or becomes a
foreign entity (see § 1.1502-77(c)(6)(i)(A)(4)).
In addition, the Commissioner may designate an agent to replace an agent
previously designated by the Commissioner if a member submits a written request to
replace such agent (see § 1.1502-77(c)(6)(i)(B)). Any written request to the
Commissioner to designate an agent, whether under § 1.1502-77(c)(6)(i)(A) or
§ 1.1502-77(c)(6)(i)(B), must be provided in the manner prescribed in section 8 of this
revenue procedure.
.05 Resignation of an agent. See § 1.1502-77(c)(7). An agent may resign for a
completed year in the following circumstances: (i) the agent provides written notice to
the Commissioner that it no longer intends to be the agent for the completed year, (ii) an

− 5 −
entity that will replace the resigning agent consents in writing to be the agent with respect
to the completed year for which the agent wishes to resign, (iii) the agent that is resigning
is not the agent for any year other than a completed year immediately after its resignation
takes effect, and (iv) the Commissioner does not object to the agent’s resignation. The
written notice by the resigning agent and the consent of the agent that will replace the
resigning agent, under § 1.1502-77(c)(7), must be provided in the manner prescribed in
section 9 of this revenue procedure.
.06 Certain communications by the Commissioner. See § 1.1502-77(c)(6)(ii) and
(iv); § 1.1502-77(c)(7)(i)(D); § 1.1502-77(f)(2)(i). The Commissioner will notify, in
writing, an agent designated by the Commissioner pursuant to § 1.1502-77(c)(6) in the
manner prescribed in section 10.02 of this revenue procedure. In addition, the
Commissioner will object to an agent’s resignation request pursuant to § 1.1502-77(c)(7)
in the manner prescribed in section 10.03 of this revenue procedure. The Commissioner
will also provide written notice to the agent under § 1.1502-77(f)(2)(i) that the
Commissioner will deal with a member separately with regard to its income tax liability
under § 1.1502-6 in the manner prescribed in section 10.04 of this revenue procedure.
.07 Documentation to the Commissioner. All documentation to be provided to the
Commissioner should be submitted in the manner prescribed by section 5 of this revenue
procedure.
SECTION 4. SCOPE
.01 In general. This revenue procedure applies to any notification of the existence
of a default successor under § 1.1502-77(c)(4), a designation of an agent by an agent

− 6 −
under § 1.1502-77(c)(5), a designation of an agent by the Commissioner under
§ 1.1502-77(c)(6), or a designation by an agent that is resigning under § 1.1502-77(c)(7).
.02 References to Commissioner. References in this revenue procedure to the
Commissioner include any IRS official to whom the Commissioner’s authority under
§ 1.1502-77 has been duly delegated.
SECTION 5. WHERE TO FILE
.01 In general. Except as provided in section 5.02 of this revenue procedure, all
documents to be provided to the Commissioner in accordance with this revenue
procedure must be filed at the following address:
Ogden Submission Processing Center
P.O. Box 9941
Mail Stop 4912
Ogden, UT 84409

.02 Request that Commissioner replace any agent previously designated by
Commissioner. To the extent an agent has been previously designated by the
Commissioner, a member that requests the Commissioner to designate an agent under
§ 1.1502-77(c)(6)(i)(B) must file such request in accordance with the requirements
described in section 8 of this revenue procedure with the IRS office that previously
designated the agent that the request seeks to replace.
SECTION 6. NOTIFICATION BY A DEFAULT SUCCESSOR UNDER § 1.1502-77(c)(4)
.01 In general. If a terminating agent has a default successor (as defined in
§ 1.1502-77(b)(4)), such default successor is the agent. Such default successor must
provide notification to the Commissioner pursuant to the requirements set forth in this
section 6 to insure that the default successor will receive communications from the

− 7 −
Commissioner to the group and to insure that the Commissioner will act on the default
successor’s communications to the Commissioner on behalf of the group.
.02 When to file. The appropriate time for the default successor to file the
notification is after the terminating agent ceases to exist.
.03 Contents. The notification by the default successor under § 1.1502-77(c)(4)
must be in writing and contain the following information:
(1) The heading "REV. PROC. 2015-26: NOTIFICATION BY DEFAULT
SUCCESSOR UNDER § 1.1502-77(c)(4)" must be typed or legibly printed at the top of
the notification;
(2) Name, address, and employer identification number of the terminated agent;
(3) Name, address, and employer identification number of the default successor
and the consolidated return year(s) for which it is the agent;
(4) The name and employer identification number of the common parent under
which the return(s) for which the default successor is the agent was (were) filed, if
different from the agent named in section 6.03(2) of this revenue procedure;
(5) The Internal Revenue Service Center (Service Center) where the consolidated
return(s) was (were) or will be filed, as the case may be, for the consolidated return
year(s) for which the default successor is the agent;
(6) The date of termination of the prior agent;
(7) The name, address, and phone number of the Examination Team Manager,
Appeals Officer or Counsel Attorney, if any, who currently has jurisdiction of the
consolidated return year(s) for which the default successor is the agent; and

− 8 −
(8) A statement in which the default successor, if it was not a member of the group
during the consolidated return year(s) for which it is the default successor, acknowledges
that it is primarily liable as a successor of the former agent of the group for the
consolidated tax liability for such consolidated return year(s).
.04 Signature requirements. The notification by a default successor must contain
the following declaration, signed by a person duly authorized to sign on behalf of the
default successor: Under penalties of perjury, I declare that I am authorized to
submit this notification on behalf of the default successor and that, to the best of
my knowledge, the information provided is true, correct, and complete.
.05 No approval required. Commissioner approval is not required for a default
successor, but the Commissioner is not required to send communications to, or act on
communications from, a default successor until it provides notification under this section
6.
SECTION 7. DESIGNATION BY A TERMINATING AGENT
.01 In general. A terminating agent (including an agent previously designated by
the Commissioner under § 1.1502-77(c)(6)(i)(A)(1)) may designate an agent if it has no
default successor. Designation by a terminating agent is available for any and all taxable
years that are subject to this revenue procedure and for which the terminating agent is
agent. However, a terminating agent may only designate an agent for a completed year,
and no designation can be made by an agent that was designated by the Commissioner
under § 1.1502-77(c)(6)(i)(A)(2)-(4), or any successor of such an agent; in those cases,
the terminating agent should request that the Commissioner designate an agent pursuant
to § 1.1502-77(c)(6)(i)(B). Provided the terminating agent’s designation complies with

− 9 −
the requirements set forth in this section 7, that designation is automatically approved
without further communication from the Commissioner, and no written approval will be
provided. Such designation will be effective upon the termination of the designating
agent. A designation by a terminating agent, before its existence terminates, must be
filed in accordance with the requirements set forth in this section 7. The terminating
agent may designate an entity meeting these two requirements:
(1) Any member of the group during any part of the consolidated return year for
which the designation is made or an entity that is a successor of such member or will
become a successor at the time the agent’s existence terminates; and
(2) An entity that was not replaced as agent by the Commissioner under
§ 1.1502-77(c)(6)(i)(A)(2)-(4) (although the terminating agent may submit a request
pursuant to § 1.1502-77(c)(6)(i)(B) that the Commissioner designate such entity
previously replaced).
.02 When to file. (1) In general. Except as provided in section 7.02(2) of this
revenue procedure, a terminating agent’s designation of an agent must be executed and
filed by the terminating agent before its existence terminates.
(2) Special rule. If the agent designated by the terminating agent under this
section 7 does not come into existence before the designating agent’s existence
terminates, the designating agent must still execute the designation before its existence
terminates, and the designated agent must promptly complete the designation after it
comes into existence by executing the statement required in section 7.03(8) of this
revenue procedure and filing the designation.

− 10 −
.03 Contents. The terminating agent’s designation of an agent must be in writing
and contain the following information:
(1) The heading "REV. PROC. 2015-26: TERMINATING AGENT’S
DESIGNATION OF AGENT UNDER § 1.1502-77(c)(5)" must be typed or legibly printed
at the top of the designation;
(2) Name, address, and employer identification number of the terminating agent
making the designation;
(3) Name, address, and employer identification number of the designated agent
and the consolidated return year(s) for which the designation applies (or a statement that
it applies to all completed year(s) ending on or before the date of termination of the
agent);
(4) The name and employer identification number of the common parent under
which the return(s) for which the designation applies was (were) filed, if different from the
agent named in section 7.03(2) of this revenue procedure;
(5) The Service Center where the consolidated return(s) was (were) or will be filed,
as the case may be, for the year(s) for which the designation applies;
(6) The expected date of termination of the designating agent;
(7) The name, address, and phone number of any Examination Team Manager,
Appeals Officer or Counsel Attorney who currently has jurisdiction of consolidated return
year(s) for which the designation applies; and
(8) A statement on behalf of the designated agent in which it:
(a) Agrees to serve as the group’s agent pursuant to the terminating agent’s
designation; and

− 11 −
(b) If it was not a member of the group during the consolidated return year(s) for
which it is designated, acknowledges that it is or will be primarily liable as a successor of
the terminating agent for the consolidated tax liability for such consolidated return year(s).
.04 Signature requirements. (1) The terminating agent’s designation of an agent
must contain the following declaration, signed by a duly authorized officer of the
terminating agent: Under penalties of perjury, I declare that I am authorized to
make this designation on behalf of the terminating agent and that, to the best of
my knowledge, the information provided is true, correct, and complete.
(2) The statement required under section 7.03(8) of this revenue procedure must
contain the following declaration, signed by a duly authorized officer of the designated
agent: Under penalties of perjury, I declare that I am authorized to sign this
statement on behalf of the designated agent and that, to the best of my knowledge,
the information provided is true, correct, and complete.
SECTION 8. REQUEST FOR THE COMMISSIONER TO DESIGNATE AN AGENT
UNDER § 1.1502-77(c)(6)
.01 In general. Any written request to the Commissioner to designate an agent
pursuant to § 1.1502-77(c)(6) should be made in the manner prescribed in this section 8.
Such request may (but is not required to) propose a member (or a successor of a
member) for the Commissioner to designate as agent.
.02 When to file. A request that the Commissioner designate an agent under
§ 1.1502-77(c)(6)(i)(A)(1) may be filed at any time after the agent’s existence terminates
and before the Commissioner designates an agent in the manner prescribed in section

− 12 −
10.02 of this revenue procedure. Other written requests that the Commissioner
designate another agent under § 1.1502-77(c)(6) can be filed at any time.
.03 Contents. A request for designation of an agent must be in writing and contain
the following information:
(1) The heading "REV. PROC. 2015-26: REQUEST FOR DESIGNATION OF
AGENT UNDER § 1.1502-77(c)(6)" must be typed or legibly printed at the top of the
designation;
(2) Name, address, and employer identification number of the agent to be
replaced;
(3) Name, address, and employer identification number of the proposed agent, if
any, and the consolidated return year(s) for which the designation is requested;
(4) The name and employer identification number of the common parent under
which the return(s) for which the designation is requested was (were) filed, if different
from the agent named in section 8.03(2) of this revenue procedure;
(5) The Service Center where the consolidated return(s) was (were) or will be filed,
as the case may be, for the year(s) for which the designation is requested;
(6) If relevant, the date the agent’s existence terminated and the circumstances
under which it terminated (for example, dissolution under state law or merger into a
limited liability company) or the date that the agent ceased (or will cease) to be a member
of the group and the circumstances under which it ceased (or will cease) to be a member
of the group;
(7) The reason for the written request for the Commissioner to designate an agent;

− 13 −
(8) The name and address of the corporation(s) (or other person(s)) that has
(have) custody of the books and records with respect to the consolidated return year(s)
for which the designation is requested, if different from any proposed agent named in
section 8.03(3) of this revenue procedure, and if so, a description of the arrangements
available to the proposed agent for access to the books and records; and
(9) The name, address, and phone number of the Examination Team Manager,
Appeals Officer or Counsel Attorney, if any, who currently has jurisdiction of the
consolidated return year(s) for which the designation is requested.
.04 Signature requirement. A request under this section 8 must contain the
following declaration, signed by a duly authorized officer of at least one of the requesting
members that was a member of the group for the consolidated return year(s) for which the
designation is requested: Under penalties of perjury, I declare that I am authorized
to make this request on behalf of the named member of the group and that, to the
best of my knowledge, the information provided is true, correct, and complete.
.05 Designation by the Commissioner. (1) In response to a request under this
section 8, the Commissioner may, in the Commissioner’s sole discretion, designate as
the agent the member (or successor of the member) proposed by the request, if any, or
another member (or successor of another member). In determining whether to make the
requested designation, the Commissioner may request information from, or communicate
information relating to the designation request to, any member of the group. Thus, for
example, in the case of a request by a member that the Commissioner designate another
agent to replace the existing agent of a group, the Commissioner may request information
from, or communicate information to, the agent the request seeks to replace.

− 14 −
(2) The Commissioner will notify any designated agent by providing the notice
described in section 10.02 of this revenue procedure.
SECTION 9. RESIGNATION OF AN AGENT
.01 In general. If the agent requests to resign as agent for a completed year
pursuant to § 1.1502-77(c)(7), the request to resign as agent must be made in the
manner set forth in this section 9. Such request must propose a member, or successor
of a member, to serve as an agent to replace the resigning agent and include a signed
statement by the proposed agent consenting to serve as agent.
.02 When to file. A request by an agent to resign as agent for a completed year
may be filed at any time after the completed year has ended.
.03 Contents. A request by an agent to resign as agent must be in writing and
contain the following information:
(1) The heading "REV. PROC. 2015-26: AGENT’S REQUEST TO RESIGN
UNDER § 1.1502-77(c)(7)" must be typed or legibly printed at the top of the request;
(2) Name, address, and employer identification number of the agent that wishes to
resign;
(3) Name, address, and employer identification number of the entity that has
consented to replace the resigning agent and the consolidated return year(s) for which
the agent’s resignation is requested;
(4) The name and employer identification number of the common parent that filed
the return(s) for the consolidated return year(s) for which the agent’s resignation is
requested;

− 15 −
(5) The Service Center where the consolidated return(s) was (were) filed for the
year(s) for which approval of the agent’s resignation is requested;
(6) The name and address of the corporation(s) (or other person(s)) that have
custody of the books and records with respect to the consolidated return years for which
the resignation is requested, if different from the proposed replacement agent named in
section 9.03(3) of this revenue procedure, and if so, a description of the arrangements
available to the proposed replacement agent for access to the books and records;
(7) The name, address, and phone number of the Examination Team Manager,
Appeals Officer or Counsel Attorney, if any, who currently has jurisdiction of the
consolidated return year(s) for which the agent’s resignation is requested;
(8) The reason(s) for the request to resign as agent;
(9) A disclosure confirming that immediately after its resignation takes effect, the
resigning agent will not be the agent for any year other than a completed year (see
§ 1.1502-77(c)(7)(i)(C)); and
(10) A statement on behalf of the replacement agent in which it:
(a) Agrees to serve as the group’s agent pursuant to the resigning agent’s
designation; and
(b) If it was not a member of the group during the consolidated return year(s) for
which it is designated, acknowledges that it is or will be primarily liable as a member, or a
successor of a member, for the consolidated tax liability for such consolidated return
year(s).
.04 Signature requirement. (1) A request under this section 9 must contain the
following declaration, signed by a duly authorized officer of the agent for the completed

− 16 −
year(s) for which the resignation is requested: Under penalties of perjury, I declare
that I am authorized to make this request on behalf of the resigning agent and that,
to the best of my knowledge, the information provided is true, correct, and
complete.
(2) The statement required under section 9.03(10) of this revenue procedure must
contain the following declaration, signed by a duly authorized officer of the designated
agent: Under penalties of perjury, I declare that I am authorized to sign this
statement on behalf of the designated agent and that, to the best of my knowledge,
the information provided is true, correct, and complete.
.05 Process for Commissioner objections. The Commissioner shall have 90 days
from the date of the postmark of the agent’s request to object to the agent’s request to
resign and be replaced by another agent (that is a member or a successor of a member).
If the Commissioner does not object to the agent’s resignation in writing within 90 days of
the postmark of the agent’s request, the agent’s request will be deemed granted, the
agent will be permitted to resign, and the resigning agent shall be replaced by the
designated replacement agent as set forth in the request. During the 90-day period, the
Commissioner may, but is not required to, send a written notification advising that the
Commissioner has no objection to the requested resignation. The agent that replaces
the agent that resigned should give written notice that it is the new agent to each member
of the group during any part of the completed year.
.06 Effective date of requested resignation. If the Commissioner does not object
to the resignation in writing within 90 days of the postmark of the request, the resignation
will become effective the earlier of:

− 17 −
(1) The date of the Commissioner’s written notification of no objection, if any; or
(2) Ninety (90) days from the postmark of the request.
SECTION 10. NOTIFICATIONS BY THE COMMISSIONER
.01 In general. The Commissioner, or the Commissioner’s duly authorized
delegate, will notify, in writing, an entity that it has been designated as the agent by the
Commissioner pursuant to § 1.1502-77(c)(6) in the manner prescribed in section 10.02 of
this revenue procedure. If the Commissioner objects to the resignation of an agent, the
Commissioner, or the Commissioner’s duly authorized delegate, will notify, in writing, the
agent seeking to resign pursuant to § 1.1502-77(c)(7), in the manner prescribed in
section 10.03 of this revenue procedure. The Commissioner will notify, in writing, the
agent in the manner prescribed by section 10.04 of this revenue procedure when
expressly invoking the authority of § 1.1502-77(f)(2)(i) to deal directly with any member of
the group with respect to its liability under § 1.1502-6 for the consolidated tax of the
group.
.02 Commissioner designations. The Commissioner will notify an entity that
pursuant to § 1.1502-77(c)(6) the Commissioner has designated it to be the agent by
providing a written notice that contains the following information (see Appendix A for a
sample letter that incorporates this information):
(1) Name, address, and employer identification number of the agent to be
designated;
(2) Name, address, and employer identification number of the agent, or member, if
any, requesting the designation;

− 18 −
(3) The consolidated return year(s) for which the designation applies, and, to the
extent applicable, the date the designation is effective;
(4) The name and employer identification number of the common parent that filed
the return(s) for the consolidated return year(s) for which the designation applies;
(5) Unless otherwise specified in the notice, the effective date of the designation is
the date of the notice described in this section 10.02.
(6) The Commissioner should inform the agent designated by the Commissioner
that, pursuant to § 1.1502-77(c)(6)(ii), it should provide written notice to each member of
the group that it is the new agent; and
(7) The Commissioner, or the Commissioner’s duly authorized delegate, should
include the title and name of the appropriate person executing the designation on behalf
of the Commissioner. The written notice should be executed by signing (either manually,
by imprint, or initials) and dating such written notice. The written notice should be sent
via mail to the last known address of the designated agent, and a copy should be sent to
the address specified in section 5.01 of this revenue procedure.
.03 Commissioner’s response to requested resignation. (1) If the Commissioner
objects to an agent’s request to resign, pursuant to § 1.1502-77(c)(7)(i)(D), the
Commissioner, within 90 days of the postmark of the request of the agent seeking to
resign, must send a written notice to the agent containing the following information:
(a) Name, address, and employer identification number of the agent seeking to
resign;
(b) The consolidated return year(s) for which the requested designation would
apply;

− 19 −
(c) The name and employer identification number of the common parent under
which the return(s) for which the designation is requested was (were) filed, if different
from the agent named in section 10.03(1) of this revenue procedure;
(d) The reason(s) for the Commissioner’s objection to the agent’s resignation; and
(e) The title and name of the appropriate person executing the objection to the
agent’s resignation on behalf of the Commissioner or the Commissioner’s duly authorized
delegate. The written notice should be executed by signing (either manually, by imprint,
or initials) and dating such written notice. The written notice should be sent via mail to
the address of the agent seeking to resign as set forth in the resignation request, and a
copy should be sent to the address specified in section 5.01 of this revenue procedure.
(2) If the Commissioner does not object to an agent’s request to resign, the
Commissioner may, but is not required to, provide a written notice to the agent before the
expiration of the 90-day period from the date of the request. That notice may be in such
form as the Commissioner may determine and should be sent to the agent seeking to
resign, and a copy should be sent to the address specified in section 5.01 of this revenue
procedure. The Commissioner’s notice may contain any or all of the following
information:
(a) Name, address, and employer identification number of the agent seeking to
resign;
(b) Name, address, and employer identification number of the entity that has
consented to replace the resigning agent;
(c) The consolidated return year(s) for which the requested designation would
apply;

− 20 −
(d) The name and employer identification number of the common parent under
which the return(s) for which the designation is requested was (were) filed, if different
from the agent named in section 10.03(1) of this revenue procedure;
(e) A statement that the Commissioner does not object to the agent’s resignation;
and
(f) The title and name of the appropriate person executing the notice on behalf of
the Commissioner or the Commissioner’s duly authorized delegate.
.04 Commissioner deals separately with a member. The Commissioner, or a duly
authorized delegate, should prepare a notice informing the agent in writing that the
Commissioner will deal separately with a member of the group, and not the agent,
pursuant to § 1.1502-77(f)(2)(i). The notice should contain the following information:
(1) Name, address, and employer identification number of the agent that will no
longer be the agent for the member(s) identified in section 10.04(2) of this revenue
procedure as a result of the Commissioner’s decision to deal separately with such
member(s);
(2) Name, address and employer identification number of each member the
Commissioner will be dealing with separately;
(3) The consolidated return year(s) for which the notification applies and, to the
extent applicable, the effective date;
(4) The name and employer identification number of the common parent that filed
the return(s) for the consolidated return year(s) for which the notification applies; and
(5) The Commissioner, or a delegated authority, should include the title and name
of the appropriate person executing the notice on behalf of the Commissioner. The

− 21 −
document should be executed by signing (either manually, by imprint, or initials) and
dating such written notice and it should be sent via mail to the last known address of the
agent.
SECTION 11. EFFECTIVE DATE, EFFECT ON OTHER DOCUMENTS
This revenue procedure applies to designations of agents and notifications of the
existence of default successors, to requests for designation of an agent or for
replacement of a previously designated agent, and to resignations of agents with respect
to consolidated return years beginning on or after April 1, 2015. For prior years
beginning on or after June 28, 2002 and before April 1, 2015, see § 1.1502-77B and Rev.
Proc. 2002-43, 2002-28 I.R.B. 99. However, pursuant to § 1.1502-77(c)(7) and (j)(2),
sections 9 and 10.03 of this revenue procedure govern the resignation of an agent for the
group for a completed year that began before April 1, 2015.
Rev. Proc. 2002-43 is modified by inserting “§ 1.1502-77B” for “§ 1.1502-77” each
time it occurs and is obsoleted with respect to consolidated return years beginning on or
after April 1, 2015.
SECTION 12. PAPERWORK REDUCTION ACT

The collection of information contained in this revenue procedure has been
reviewed and approved by the Office of Management and Budget in accordance with the
Paperwork Reduction Act (44 U.S.C. 3507) under control number 1545-1699.
An agency may not conduct or sponsor, and a person is not required to respond to,
a collection of information unless the collection of information displays a valid OMB
control number.
The collections of information in this revenue procedure are in sections 5 through

− 22 −
10, as well as in § 1.1502-77(f)(3). These collections of information are required in the
following circumstances: (1) for the agent, upon becoming the default successor, to
notify the Commissioner in writing that it is the default successor and, if the default
successor was not a member of the group during the consolidated return year(s) for which
it is the agent, to provide a statement acknowledging that it is primarily liable for the
consolidated tax liability for such consolidated return year(s); (2) when the agent
designates an agent under circumstances in which the designating agent’s existence
terminates without a default successor, the agent must notify the Commissioner, in
writing, of the designation and provide a statement executed by the designated entity
consenting to serve as the agent, and, if the designated entity was not a member of the
group during the consolidated return year(s) for which it is designated to be the agent, the
designated entity is required to provide a statement acknowledging that it is or will be
primarily liable for the consolidated tax liability for such consolidated return year(s); (3)
when a member of the group requests the Commissioner to designate an entity to act as
the agent if the existing agent fails to perform its obligations as agent as prescribed by the
Code or regulations promulgated thereunder, the agent for a current year ceases to be a
member of the group, a terminating agent requests the designation of an agent previously
replaced by the Commissioner, or in situations in which the Commissioner has previously
designated another agent; (4) in situations for which an agent that has been designated
by the Commissioner and must provide written notice to each member of the group when
the Commissioner has designated a new agent; (5) if an agent serving after a designation
by the Commissioner is no longer a member without a default successor that is a
member, a member should request, in writing, that the Commissioner designate another

− 23 −
member to be the agent for the current year; (6) for an agent that resigns to provide
written notice to the Commissioner that it no longer intends to be the agent for a
completed year, and the newly designated agent’s consent, in writing, to be the new
agent, and, if the newly designated agent was not a member of the group during the
consolidated return year(s) for which it is designated to be the agent, it must provide a
statement acknowledging that it is or will be primarily liable as a member, or a successor
of a member, for the consolidated tax liability for such consolidated return year(s); (7) if
the Commissioner does not object to the resignation of the agent, the agent that replaces
the agent that resigned must give written notice that it is the new agent to each member of
the group during any part of the completed year; and (8) under § 1.1502-77(f)(3), if an
entity ceases to be a member of the group during or after a consolidated return year, that
entity may file a written notice of that fact with the Commissioner and request a copy of
any notice of deficiency with respect to the tax for a consolidated return year during which
it was a member, or a copy of any notice and demand for payment of such deficiency, or
both.
The collections of information are required to obtain a benefit in the case of a
designation by the agent or default successor, or a request or notice by an agent to the
Commissioner to designate another agent, or a notice to the Commissioner, or other
members, that the agent will resign. The likely respondents are businesses or other
for-profit institutions.
The estimated total annual reporting burden is 400 hours.
The estimated annual burden per respondent varies from one hour to 3 hours,
depending on individual circumstances, with an estimated average of two hours. The

− 24 −
estimated number of respondents is 200.
The estimated annual frequency of responses is on occasion.
Books or records relating to a collection of information must be retained as long as
their contents may become material in the administration of any internal revenue law.
Generally tax returns and tax return information are confidential, as required by section
6103.
SECTION 13. INQUIRIES
Inquiries regarding this revenue procedure may be addressed to the
Commissioner of Internal Revenue, ATTN: CC:CORP:BO2, P.O. Box 7604, Ben Franklin
Station, Washington, D.C. 20044.
SECTION 14. DRAFTING INFORMATION
The principal authors of this revenue procedure are Richard M. Heinecke and
Gerald B. Fleming of the Office of Associate Chief Counsel (Corporate). For further
information regarding this revenue procedure, contact Mr. Heinecke at (202) 317-6065 or
Mr. Fleming at (202) 317-6975 (not toll-free numbers).
APPENDIX A

Appendix A provides an example of a letter designating an agent. This sample
letter is consistent with the guidelines specified in section 10.02 of this revenue
procedure.

[Name of Designated Agent]
[Address]
Dear Sir or Madam:

− 25 −
Pursuant to Treasury Regulation § 1.1502-77(c)(6), [Name of Designated Agent]
(EIN xx-xxxxxxx) is hereby designated as the agent for the members of the [Name of
Common Parent] (EIN xx-xxxxxxx) and Subsidiaries consolidated group with respect to
the group’s consolidated tax liability for the consolidated return year ending [date].
This designation was generated based on a request for the Commissioner to
designate an agent by [Name and address of Agent, or member, requesting the
Commissioner designate an agent] (EIN xx-xxxxxxx). [This paragraph may be omitted if
no member requested the designation of an agent.]
This designation is effective as of the date of this letter. In accordance with
Treasury Regulation § 1.1502-77(c)(6)(ii), please give notice of this designation to each
corporation that was a member of the group during any part of the consolidated return
year for which this designation applies.
If you have any questions, please contact [Title – e.g., Revenue Agent], [Name of
contact] at [phone number].

Sincerely,

[Authorized Official]*

* See Delegation Order 4-45 for the officials that are authorized to designate an agent on
behalf of the Commissioner.