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2012 Combined RepoRt foR UnitaRy GRoUp &

UnitaRy affiliate SChedUle inStRUCtionS

Forms CO-411-U & CO-421

neW foR 2012:

(Apportionment and Allocation schedule). Income will be summed

• for tax years beginning January 1, 2012 and later,

and taxed as though the VT-nexus members of the consolidated group

are one taxpayer. If the consolidated taxpayer is in a minimum tax

minimum tax structure has changed. minimum tax per

position, the minimum tax is assessed one time, not once for each nexus

taxable affiliate is no longer $250, but is $300, $500, or $750

member of the group. Each member of the consolidated group still

depending on Vermont Gross Receipts. See instructions,

must provide its separate apportionment, income, and tax calculations

Co-421, lines 9 and 12, for details.

on a spreadsheet attached to Form CO-411-U. but do not provide

• Clarification – Vermont net operating loss may not be

additional ba-402s or Co-421s for the component members of the

carried back, but is available to carry forward even if the

consolidated group.

company has elected to carry back the operating loss for

The election to be treated as a consolidated taxpayer for Vermont is

federal purposes.

• for ba-410 – affiliation Schedule – only include companies

binding.

Additional Resources

that have nexus in Vermont, not all members of the affiliated

group. (the “Vermont nexus” checkbox should be marked

(Available at the “Publications” and “Forms” section of our website:

for every company.)

)

General Information

• Regulation §1.5862(d) Unitary Combined Reporting

• Regulation §1.5833-1 Allocation and Apportionment of

Beginning in 2006, taxable corporations which are part of an affiliated

group engaging in unitary business are required to file combined

Income

• Vt technical bulletin 35 (TB-35) Net operating losses

returns, reporting the combined net income of the group. Starting

with tax year 2008, such groups are required to file form Co-411-U

• Vt technical bulletin 36 (TB-36) Intercompany transactions

and associated schedules instead of Form CO-411.

in unitary group returns.

Group Composition In general, “affiliated group” means a group of

• Vt technical bulletin 40 (TB-40) Conversion to Initial VT

two or more corporations in which more than 50 percent of the voting

Net Operating Loss

stock of each member corporation is directly or indirectly owned by a

• Vt technical bulletin 59 (TB-59) Unrelated Business Income

common owner or owners, either corporate or noncorporate, or by one

• excel Spreadsheet and instructions to assist unitary

or more of the member corporations. “Unitary business” means one

filers in understanding VT’s unitary methodology.

or more related business organizations engaged in business activity

Available at the Corporate Tax section of our website:

both within and without the state among which there exists a unity of

This

ownership, operation, and use; or an interdependence of their functions.

spreadsheet was created prior to the development of Form

For detailed information about the composition of the unitary group,

CO-411-U. The calculation therein is mimicked by the

please review Reg. §1.5862(d) - 4-6.

CO-411-U, CO-421, and BA-402. Vermont law, regulation,

principal Vt Corporation The group must designate a Principal

and policy regarding Unitary taxation have not changed since

VT Corporation (PVC), which will be responsible for preparing all

2006.

returns and making payments. The PVC is the parent corporation if

• form Co-411 (Corporate income tax Return) and

the parent has nexus in Vermont. If the parent is not taxable in VT

instructions explains filing requirements, due dates,

or there is no parent, the taxpayer designates the PVC, which is the

extensions, estimated payments, interest and penalties, and

group member that is subject to VT corporate income tax and has the

amendments. These requirements are generally the same for

greatest amount of business activity in VT. The PVC should be the

unitary groups as for stand-alone corporations.

same corporation from year to year, and should not be changed based

Forms and Information Required to be Filed

on moderate fluctuations in business activity within the group. For

further details about the PVC, please review section 10 of the Unitary

form Co-411-U Combined Report for Unitary Group One form

regulation.

required for the group, to report combined group income, combined

determination of tax VT income and tax are determined on a

tax due, and combined payments and balance due. The CO-411-U

separate company basis for each taxable member of the group. The

and all schedules and attachments must be filed by the principal

combined group’s tax liability is the sum of the separate taxpayer-

Vermont Corporation.

affiliates’ liabilities. Each VT-nexus-member of the group applies its

form Co-421 Unitary affiliate Schedule required of each taxpayer

apportionment factor to the combined net income of the entire group.

affiliate to determine the separate VT tax of each group member.

The apportionment is determined with Form BA-402, using the separate

(Only one Form CO-421 and Form BA-402 is required for members

company’s VT factors as numerator, and the entire group’s factors as

of the group that have elected to be treated as a consolidated filer.)

the denominator. Other items such as allocated income, credits, and

Separate attributes, such as apportionment of group income, credits and

net operating losses are accounted for on a separate company basis.

incentives, net operating loss deductions, and allocated non-business

federal Consolidated Group For Unitary Groups which include

income are accounted for on this form. The amount of tax due for

members of a federal consolidated group, the provisions of 32 V.S.A.

each affiliate carries through to the Form CO-411-U.

§5862(c) remain intact, but underneath the umbrella of 5862(d). That

form ba-402 apportionment and allocation Schedule required

is, separate companies that are part of a federal consolidated group must

of each taxpayer-affiliate to apportion group’s income to VT.

file within the combined report if they meet the unitary definition. but

Apportionment percentage carries through to Form CO -421.

within the combined report, the Vt-nexus members of the federal

note: Do NOT provide a “Summary” set of BA-402/CO-421 if the

consolidated group may elect to be treated as a consolidated filer,

group is reporting as separate affiliates (as opposed to a consolidated

i.e. a single taxpayer.

group). This will delay processing, and may result in rejection of the

if this election is made, the Vt consolidated group is treated as

filing. The number of BA-402s and CO-421s must be equal, and must

a single taxpayer within the group, and provides only one each

equal the number of taxpayer-affiliates in the group (the entry on the

of Form CO-421 (Unitary Affiliate Schedule) and Form BA-402

CO-411U, Section C, Vermont Nexus).

Forms Co-411-U, Co-421 - Combined Report For Unitary Group & Unitary Affiliate Schedule Instructions - 2012

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