Who is authorized to sign a corporate return?

• Author: Perez, Ruth

Sec. 6062 generally provides that a corporation's income tax return must be signed by the president, vice-president, treasurer, assistant treasurer, chief accounting officer or any other officer duly authorized to sign; the fact that an individual's name is signed on the return is prima facie evidence that the individual has such authority.

However, Sec. 6062 leaves at least three important issues unresolved. First, what procedures must a corporation follow to authorize an officer other than the specified five officers (an "unspecified officer") to sign the return? Second, can a representative of a U.S. corporation sign its return under a power of attorney? Third, when a corporation ceases to exist as the result of a merger, who can sign the corporation's return for the tax year resulting from the merger (or any other unfiled returns)?

Signature Authority

There are no set rules that a corporation must follow in authorizing an unspecified officer to sign a return. However, if an officer who intends to sign a return is not one of the specified officers, his signature authority should be clearly evident. The best way to document such a grant of authority is to have it appear in the by-laws or resolutions of a corporation's board of directors. Signature authority can be granted only to an officer, and not, for example, to a nonofficer tax director.

Power of Attorney

A representative of a U.S. corporation cannot sign its return under a power of attorney. Regs. Sec. 1.6012-1(a)(5) provides that an individual's tax return may be signed by an agent under certain specific circumstances. Regs. Sec. 1.6012-2, which deals with corporate returns, does not contain similar provisions.

The instructions to Form 1120 reiterate the Code requirement that the return must be signed by a corporate officer. In addition, the instructions to Form 2848, Power of Attorney (and Declaration of Representative), state that a representative may be authorized to sign an income tax return only if the requirements of Regs. Sec. 1.6012-1 (a)(5) are satisfied; as noted, however, that provision only applies to returns of individuals. Regs. Sec. 1.6012-2(g)(3), however, does permit a responsible representative or agent of a foreign corporation within the U.S. to sign the foreign corporation's return.

Effect of a Merger

There appears to be little, if any, authority directly addressing the issue of who can sign an income tax return of a corporation that has been merged out of...