Filed: January 4, 2010.
Opinion by Judge James Eyler.
Held: When a parent company does business in Maryland, its subsidiary which does not do business in the State may be constitutionally required to pay State income taxes. Such taxation is constitutional if the subsidiary’s income is generated by the parent’s business in the State.
Facts: A subsidiary held its parent’s trademarks and licensed to the parent the right to use the trademarks in exchange for royalty payments. During a several year period, the parent, which did business in Maryland, filed State income tax returns that deducted royalty payments made to the subsidiary. The subsidiary, which did not do business in Maryland, did not file State income tax returns and received a tax assessment from the Comptroller for the royalty payments. The issue on appeal was whether the assessment against the subsidiary is constitutional.
Analysis: The court stated that the constitutionality of the tax is governed by the Commerce Clause to the U.S. Constitution and principles of due process. The analysis turns on whether there is a substantial nexus between the state and the person it seeks to tax. Both parties’ arguments addressed their differing interpretation of Comptroller of the Treasury v. SYL, Inc., 375 Md. 78, cert. denied, 540 U.S. 984 and 540 U.S. 1090 (2003).
As in the case at hand, SYL involved a subsidiary that licensed intellectual property rights to its parent in exchange for royalties. The SYL court held that a tax on the subsidiary was constitutional. In the matter at hand, the subsidiary argued that SYL adopted the “sham doctrine,” which examines whether an entity’s motivation behind a corporate structure was to obtain tax benefits. Because the subsidiary was not formed for tax-related reasons, it allegedly should not have been taxed. The Comptroller argued that SYL did not adopt the “sham doctrine,” and, accordingly, an entity’s motivation is not dispositive.
The court accepted the Comptroller’s argument, holding that SYL did not adopt the “sham doctrine.” Rather, the constitutional analysis simply turns on whether the parent’s business in the taxing state is what produced the subsidiary’s income. Because the subsidiary’s income was generated solely by the parent, the court held that the tax was constitutional.
The full opinion is available in PDF. The opinion in SYL is also available in PDF.