Need help filing consolidated tax return for two C-corps - questions on procedure
So I'm working on filing my boss's business tax returns, and I'm looking for some guidance here. I'm dealing with two C-corporations that are related. One of them is making a ton of money (really profitable this year), while the other one is running at a massive loss - like seriously in the red. From what I've been researching, I think this would qualify as a situation where filing a consolidated tax return might make sense. The profitable corporation could potentially offset some gains with the other corporation's losses. But I'm not super familiar with the process and requirements for filing consolidated returns. Can someone walk me through how this works? Are there specific forms beyond the regular corporate returns I need to complete? What are the ownership requirements between the companies? I want to make sure I'm doing this correctly since there's a significant amount of money involved here.
20 comments


Yuki Sato
This is definitely a situation where a consolidated return could be beneficial, but there are strict requirements you need to meet first: 1. The companies must be part of an "affiliated group" which generally means the parent corporation must own at least 80% of the voting power AND at least 80% of the value of the subsidiary's stock. 2. You'll need to file Form 1122 (Authorization and Consent of Subsidiary Corporation To Be Included in a Consolidated Income Tax Return) for each subsidiary. 3. Once you elect to file consolidated, you generally need IRS permission to switch back to separate filing. 4. Form 1120 is still your main form, but you'll include all affiliated corporations' information. A consolidated return allows the profitable company's income to be offset by the loss company, but be aware there are complex rules around inter-company transactions, built-in losses, and separate vs. consolidated tax attributes.
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Ethan Wilson
•Thanks for the detailed response! So we definitely meet the 80% ownership requirement - the profitable corp owns 100% of the struggling one. I didn't know about Form 1122 though. Once I file consolidated, are we locked into that approach forever? And is there a deadline for making this election for the current tax year?
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Yuki Sato
•You're welcome! Yes, once you file consolidated, you're generally committed to that filing method for future years unless you get specific permission from the IRS to change. There are some exceptions, but they're limited. For the deadline, you need to make the election by the due date of the return (including extensions) for the tax year you want to start filing consolidated. So if you're filing for 2024, you'd need to make the election by the regular due date in 2025, or by the extended due date if you file for an extension.
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Carmen Flores
I was in a similar situation last year trying to figure out consolidated returns. One tool I found incredibly helpful was taxr.ai (https://taxr.ai) - I uploaded our corporate docs and financial statements, and it helped identify which parts of our business qualified for consolidation and guided me through the whole process. It was especially helpful for tracking all the intercompany transactions which can get really complicated on consolidated returns. Saved me tons of research time since it analyzed everything and provided specific guidance for our situation.
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Andre Dubois
•Did it help with the actual forms too? I'm dealing with a similar issue but with 3 corps instead of 2, and the IRS instructions are giving me a headache.
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CyberSamurai
•How accurate was it? I've tried some tax tools before that gave me questionable advice that my accountant later shot down. Especially with something as complex as consolidated returns.
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Carmen Flores
•It definitely helped with identifying which forms were needed and how to complete them. It walks you through the specific sections where you need to report consolidated information versus separate company data. The accuracy was excellent in my experience. It actually flagged some issues that our previous accountant had missed regarding how we were handling intercompany debt. The analysis is based on actual tax code and regulations, so it's much more sophisticated than the basic tax software most small businesses use.
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Andre Dubois
Just wanted to follow up - I decided to try taxr.ai for my 3-corporation situation and it was actually really helpful! It identified that one of our companies didn't qualify for consolidation because we didn't meet the 80% ownership threshold (we were at 75% and didn't realize it mattered). It also guided me through the Form 1122 process for the two that did qualify. Saved me from making a costly mistake since I was about to file consolidated for all three. The documentation it provided for our records was also super thorough.
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Zoe Alexopoulos
If you're preparing this return for your boss, you might want to consult with a tax professional specifically experienced with consolidated returns. They're really complex. When I tried to reach the IRS last year for questions about our consolidated filing, I couldn't get through for weeks. Then I tried Claimyr (https://claimyr.com) which got me connected to an IRS agent in about 15 minutes who answered my questions about our consolidated return. You can see how it works here: https://youtu.be/_kiP6q8DX5c. The IRS agent explained some nuances about consolidated returns that weren't clear in the instructions and helped me avoid some potential issues.
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Jamal Carter
•Wait, how does this actually work? Does it somehow let you skip the IRS phone queue? That sounds too good to be true.
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Mei Liu
•I'm skeptical. I've spent HOURS on hold with the IRS. If there was a way to get through quickly, wouldn't everyone be using it? What's the catch?
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Zoe Alexopoulos
•It uses a callback system that navigates the IRS phone tree and holds your place in line. When an agent is about to be available, it calls you to connect with them. It basically does the waiting for you. There's no magic trick - it's just automating the hold process. Instead of you personally waiting on hold for hours, their system does it and then connects you when an actual person is available. It saved me from having my phone tied up all day trying to get answers about our consolidated return filing requirements.
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Mei Liu
I have to admit I was wrong about Claimyr. After my skeptical comment, I decided to try it because I was desperate for answers about consolidated returns before our filing deadline. I was connected to an IRS agent in about 20 minutes (much faster than the 3+ hours I spent on my previous attempt). The agent clarified exactly how to handle the elimination of intercompany transactions on our consolidated return. Totally worth it just to avoid the hold music alone! Definitely using this for all my IRS calls from now on.
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Liam O'Donnell
One thing nobody's mentioned yet - make sure you're checking for any state tax implications of filing federal consolidated returns. Some states require you to file the same way you file federally, others let you choose, and some don't even allow consolidated returns at all. This caught me by surprise last year and caused a lot of headaches.
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Amara Nwosu
•That's a really good point. I'm in California and we had to file a combined report for state purposes even though we filed a consolidated federal return. The calculations were totally different and it was a nightmare.
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Ethan Wilson
•Thank you for bringing this up! Our corporations operate in multiple states so this is definitely something I need to look into. Are there any particular states that you know are especially complicated with this?
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Liam O'Donnell
•California is definitely one of the trickier ones as the other commenter mentioned. New York and Texas also have some unique requirements. Massachusetts follows federal pretty closely which makes it easier. Each state has different rules for how they treat intercompany transactions and how they calculate apportionment for multistate businesses. I'd suggest looking at the specific instructions for each state where your companies have nexus. Some states even have mandatory combined reporting even if you don't file consolidated federally.
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AstroExplorer
Also, don't forget about the impact of TCJA (Tax Cuts and Jobs Act) on consolidated returns. There are limitations on the net operating loss carryforwards and some changes to how they can be utilized. I think you can only offset 80% of taxable income with NOLs from tax years beginning after 2017, even in a consolidated group.
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Giovanni Moretti
•This is a really important point. Also, check if either corporation had a change in ownership in the past few years. Section 382 limitations could restrict how much of the loss corporation's NOLs can be used, even in a consolidated return.
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Ethan Wilson
Just wanted to add something that helped me when I was dealing with my first consolidated return - make sure you have a good system for tracking all the intercompany transactions throughout the year, not just at filing time. We had transactions between our parent and sub that we weren't properly documenting, and it became a nightmare trying to reconstruct everything when it came time to eliminate them on the consolidated return. Things like intercompany sales, loans, rent payments, management fees, etc. all need to be tracked carefully because they have to be eliminated to avoid double-counting income and expenses. I ended up creating a simple spreadsheet that we update monthly now, which makes the year-end consolidation process much smoother. The IRS is very particular about these eliminations being done correctly, so having good records throughout the year is crucial.
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