Rev. Rul. 73-526

Advice has been requested concerning the proper identifying number to be assigned corporations in the situations described below:

Situation (1). Corporation M and corporation N were assigned identifying numbers. In a statutory merger, corporation M merged into corporation N. Corporation M was dissolved by operation of law and is required to file a final return.

Situation (2). Corporation O and corporation P were assigned identifying numbers. Pursuant to a plan of consolidation, a new corporation, Q, was formed, into which O and P were merged, with the two latter corporations being dissolved by operation of law and required to file final returns.

Situation (3). Corporation R was chartered in state X. It reincorporated in state Y as corporation S, a new corporate entity under the laws of state Y. The assets and liabilities of R were transferred to corporation S. Prior to the reincorporation, corporation R had been assigned an identifying number. Except for the technical difference of forming a new corporate entity chartered in state Y, the surviving corporation, S, is the same corporation as the transferor corporation, R. The same business with the same assets and the same stockholders is continued in the newly chartered entity. Consequently, the reincorporation constitutes a reorganization within the meaning of section 368(a)(1)(F) of the Internal Revenue Code of 1954. Under section 1.381(b)-1(a)(2) of the Income Tax Regulations, the acquiring corporation is treated just as the transferor corporation would have been treated in the absence of a reorganization, and the taxable year of the transferor does not close on the date of transfer. Thus, a final return is not required of corporation R in this transaction.

Situation (4). This situation covers any reincorporation transaction which does not qualify as a reorganization under section 368(a)(1)(F) of the Code. Since section 1.381(b)-1(a)(2) of the regulations is inapplicable, the transferor corporation is required to file a final return.

Section 6011(b) of the Code authorizes the Secretary or his delegate to require such information with respect to persons subject to taxes as is necessary or helpful in securing proper identification of such persons.

Section 6109(a) of the Code provides generally that when required by regulations prescribed by the Secretary or his delegate, any person required to file a return, statement, or other document shall include such identifying number as may be prescribed for securing proper identification.

Section 6109(c) of the Code provides that the Secretary or his delegate is authorized to require such information as may be necessary to assign an identifying number to any person.

Section 1.6109-1(a)(1) of the regulations provides that the identifying number prescribed for use by a person other than an individual is termed an "employer identification number." For the definition of the term "employer identification number," see section 301.7701-12 of the Regulations on Procedure and Administration.

The broad language contained in sections 6011(b) and 6109(a) of the Code indicates that Congress has vested in the Secretary or his delegate discretionary authority to require the use of whatever identifying number is deemed necessary or helpful for the proper identification of a taxpayer, employer, employee, or other person.

The conclusions set forth below apply the foregoing rules to the factual situations presented above:

Situation (1). Since corporation M was dissolved by operation of law and filed a final return, the identifying number previously assigned to it is discontinued. The surviving corporation, N, should continue to use its previously assigned identification number.

Situation (2). Since both O and P have been dissolved and are required to file final returns, the identifying numbers previously assigned to those corporations are discontinued. Corporation Q should request a new identifying number.

Situation (3). Since the surviving corporation, S, is for Federal income tax purposes treated as the same corporation as the transferor corporation, R, the identifying number assigned to corporation R should be continued in use by corporation S after the transaction.

Situation (4). The identifying number previously assigned to the transferor corporation should be discontinued, and the resulting corporation should request the assignment of a new identifying number.