[Code of Federal Regulations]
[Title 26, Volume 12]
[Revised as of April 1, 2004]
From the U.S. Government Printing Office via GPO Access
[CITE: 26CFR1.1502-1]

[Page 238-240]
 
                       TITLE 26--INTERNAL REVENUE
 
    CHAPTER I--INTERNAL REVENUE SERVICE, DEPARTMENT OF THE TREASURY 
                               (CONTINUED)
 
PART 1_INCOME TAXES--Table of Contents
 
Sec. 1.1502-1  Definitions.

    (a) Group. The term group means an affiliated group of corporations 
as defined in section 1504. See Sec. 1.1502-75(d) as to when a group 
remains in existence. Except as the context otherwise requires, 
references to a group are references to a consolidated group (as defined 
in paragraph (h) of this section).
    (b) Member. The term member means a corporation (including the 
common parent) that is included in the group, or as the context may 
require, a corporation that is included in a subgroup.
    (c) Subsidiary. The term subsidiary means a corporation other than 
the common parent which is a member of such group.
    (d) Consolidated return year. The term consolidated return year 
means a taxable year for which a consolidated return is filed or 
required to be filed by such group.
    (e) Separate return year. The term separate return year means a 
taxable year of a corporation for which it files a separate return or 
for which it joins in the filing of a consolidated return by another 
group.
    (f) Separate return limitation year--(1) In general. Except as 
provided in paragraphs (f)(2) and (3) of this section, the term separate 
return limitation year (or SRLY) means any separate return year of a 
member or of a predecessor of a member.
    (2) Exceptions. The term separate return limitation year (or SRLY) 
does not include:
    (i) A separate return year of the corporation which is the common 
parent for the consolidated return year to which the tax attribute is to 
be carried (except as provided in Sec. 1.1502- 75(d)(2)(ii) and 
subparagraph (3) of this paragraph),
    (ii) A separate return year of any corporation which was a member of 
the group for each day of such year, or
    (iii) A separate return year of a predecessor of any member if such 
predecessor was a member of the group for each day of such year,

Provided that an election under section 1562(a) (relating to the 
privilege to elect multiple surtax exemptions) was never effective (or 
is no longer effective as a result of a termination of

[[Page 239]]

such election) for such year. An election under section 1562(a) which is 
effective for a taxable year beginning in 1963 and ending in 1964 shall 
be disregarded.
    (3) Reverse acquisitions. In the event of an acquisition to which 
Sec. 1.1502-75(d)(3) applies, all taxable years of the first 
corporation and of each of its subsidiaries ending on or before the date 
of the acquisition shall be treated as separate return limitation years, 
and the separate return years (if any) of the second corporation and 
each of its subsidiaries shall not be treated as separate return 
limitation years (unless they were so treated immediately before the 
acquisition). For example, if corporation P merges into corporation T, 
and the persons who were stockholders of P immediately before the 
merger, as a result of owning the stock of P, own more than 50 percent 
of the fair market value of the outstanding stock of T, then a loss 
incurred before the merger by T (even though it is the common parent), 
or by a subsidiary of T, is treated as having been incurred in a 
separate return limitation year. Conversely, a loss incurred before the 
merger by P, or by a subsidiary of P in a separate return year during 
all of which such subsidiary was a member of the group of which P was 
the common parent and for which section 1562 was not effective, is 
treated as having been incurred in a year which is not a separate return 
limitation year.
    (4) Predecessor and successors. The term predecessor means a 
transferor or distributor of assets to a member (the successor) in a 
transaction--
    (i) To which section 381(a) applies; or
    (ii) That occurs on or after January 1, 1997, in which the 
successor's basis for the assets is determined, directly or indirectly, 
in whole or in part, by reference to the basis of the assets of the 
transferor or distributor, but in the case of a transaction that occurs 
before June 25, 1999, only if the amount by which basis differs from 
value, in the aggregate, is material. For a transaction that occurs 
before June 25, 1999, only one member may be considered a predecessor to 
or a successor of one other member.
    (g) Consolidated return change of ownership--(1) In general. A 
consolidated return change of ownership occurs during any taxable year 
(referred to in this subparagraph as the ``year of change'') of the 
corporation which is the common parent for the taxable year to which the 
tax attribute is to be carried, if, at the end of the year of change:
    (i) Any one or more of the persons described in section 382(a)(2) 
own a percentage of the fair market value of the outstanding stock of 
such corporation which is more than 50 percentage points greater than 
such person or persons owned at:
    (a) The beginning of such taxable year, or
    (b) The beginning of the preceding taxable year, and
    (ii) The increase in percentage points at the end of such year is 
attributable to:
    (a) A purchase (within the meaning of section 382(a)(4)) by such 
person or persons of such stock, the stock of another corporation owning 
stock in such corporation, or an interest in a partnership or trust 
owning stock in such corporation, or
    (b) A decrease in the amount of such stock outstanding or the amount 
of stock outstanding of another corporation owning stock in such 
corporation, except a decrease resulting from a redemption to pay death 
taxes to which section 303 applies.

For purposes of subdivision (i) (a) and (b) of this subparagraph, the 
beginning of the taxable years specified therein shall be the beginning 
of such taxable years or October 1, 1965, whichever occurs later.
    (2) Operating rules. For purposes of this paragraph:
    (i) The term stock means all shares except nonvoting stock which is 
limited and preferred as to dividends, and
    (ii) Section 318 (relating to constructive ownership of stock) shall 
apply in determining the ownership of stock, except that section 318(a) 
(2)(C) and (3)(C) shall be applied without regard to the 50-percent 
limitation contained therein.
    (3) Old members. The term old members of a group means:
    (i) Those corporations which were members of such group immediately 
preceding the first day of the taxable

[[Page 240]]

year in which the consolidated return change of ownership occurs, or
    (ii) If the group was not in existence prior to the taxable year in 
which the consolidated return change of ownership occurs, the 
corporation which is the common parent for the taxable year to which the 
tax attribute is to be carried.
    (4) Reverse acquisitions. If there has been a consolidated return 
change of ownership of a corporation under subparagraph (1) of this 
paragraph and the stock or assets of such corporation are subsequently 
acquired by another corporation in an acquisition to which Sec. 1.1502-
75(d)(3) applies so that the group of which the former corporation is 
the common parent is treated as continuing in existence, then the ``old 
members'', as defined in subparagraph (3) of this paragraph, of such 
group immediately before the acquisition shall continue to be treated as 
``old members'' immediately after the acquisition. For example, assume 
that corporations P and S comprise group PS, and PS undergoes a 
consolidated return change of ownership. Subsequently, the stock of P, 
the common parent, is acquired by corporation T, the common parent of 
group TU, in an acquisition to which section 368(a)(1)(B) and Sec. 
1.1502-75(d)(3) apply. The PS group is treated as continuing in 
existence with T as the common parent. P and S continue to be treated as 
old members, as defined in subparagraph (3) of this paragraph.
    (h) Consolidated group. The term ``consolidated group'' means a 
group filing (or required to file) consolidated returns for the tax 
year.
    (i) [Reserved]
    (j) Affiliated. Corporations are affiliated if they are members of a 
group with each other.

[T.D. 6894, 31 FR 11794, Sept. 8, 1966, as amended by T.D. 7246, 38 FR 
758, Jan. 4, 1973; T.D. 8294, 55 FR 9434, Mar. 14, 1990; T.D. 8319, 55 
FR 49038, Nov. 26, 1990; T.D. 8560, 59 FR 41675, Aug. 15, 1994; T.D. 
8677, 61 FR 33325, June 27, 1996; T.D. 8823, 64 FR 36101, July 2, 1999]

                       Consolidated Tax Liability