[4]*4Opinion
MOSK, J.
The plaintiff corporation received dividends from other corporations each of which had previously paid a tax on the income from which the dividends were declared. In the process of determining its taxable income the plaintiff deducted the dividends so received. In calculating its tax due the State of California, plaintiff also attempted to deduct expenses attributable to receiving the dividends which had been omitted from its income.
The plaintiff corporation maintains that to prohibit deducting the expenses results in double taxation. We have concluded that the Franchise Tax Board properly refused to permit credit for such expenses; this results not in double taxation, but prevents a double deduction.
The matter was tried upon stipulated facts which may be summarized as follows: Plaintiff, a Delaware corporation authorized to transact business in California and with executive offices located in this state, owns stock in several other California corporations. During the income years in question a substantial portion of plaintiff’s gross income consisted of dividends received from such corporations. Pursuant to section 24402 of the Revenue and Taxation Code plaintiff properly deducted those dividends from its gross income in computing its taxable net income.1 During the same years plaintiff also deducted certain interest expense and general and administrative expenses some of which it had incurred incident to receiving the dividends.
Defendant Franchise Tax Board maintained that a portion of such expenses were allocable to the dividends deducted under section 24402, and disallowed that portion as deductions under its interpretation of section 24425.2 Plaintiff paid the additional tax assessed by reason of the [5]*5disallowance, exhausted its administrative remedies, and then instituted the present action seeking a refund.
The trial court ruled that plaintiff was entitled to deduct all. interest expense, all amortization of debenture expense, and all ordinary and business expenses allocable to the production of the dividends made deductible by section 24402; that such expenses are not made nondeductible by section 24425, as the expenses were allocable “to a class of income which has been included in the measure of the tax imposed by” the Bank and Corporation Tax Law; that the effect of disallowance by the Franchise Tax Board of the disputed expenses is to subject the income from which the dividends received by plaintiff were declared to a double tax burden at the corporate level, in violation of the purpose for which section 24402 was enacted, and to vitiate the operation of that section.
The error of the trial court results from deeming taxation “at the corporate level” to relate to all successive corporations receiving the same revenue, presumably no matter how they may proliferate, and without regard to whether they include that revenue in their taxable income. However, where there is more than one corporation, even though one is a dividend-declaring corporation and the other a dividend-receiving corporation, they are entirely separate entities for the purposes of the California franchise tax. Neither Revenue and Taxation Code section 24402 or section 24425 purport in any way to affect the entirely distinct and self-sufficient nature of the corporations. It is a fundamental premise of tax law that each taxpayer is accountable and taxable only upon its own income and may deduct only its own expenses allocable to the earnings of such income. Thus the dividend-declaring corporation’s income and the dividend-receiving corporation’s expenses retain entirely unrelated characteristics. The trial court failed to observe the separate identities in holding the disallowance of expenses resulted in a double tax burden at the corporate level. In actuality there was only one tax burden and its imposition was on the dividend-declaring corporation, not on the dividend-receiving corporation which .is here seeking to deduct its expenses.
Section 24425 deals with deduction of expenses. Deductions may be allowed or withheld by the Legislature as it sees fit (Southern Service Co., Ltd. v. Los Angeles (1940) 15 Cal.2d 1, 11 [97 P.2d 963]; Hetzel v. Franchise Tax Board (1958) 161 Cal.App.2d 224, 229 [326 P.2d 611]) and such deductions, like credits and exemptions, are to be narrowly construed against the taxpayer (Miller v. McColgan (1941) 17 Cal.2d 432, 441 [110 P.2d 419, 134 A.L.R. 1424]; Burnham v. Fran[6]*6chise Tax Board (1959) 172 Cal.App.2d 438, 445 [341 P.2d 844]). Section 24402, on the other hand, has no effect upon deductibility of expenses. It deals simply with the narrow question of the inclusion of certain dividend income in the measure of the tax of the dividend recipient. Its purpose is to prevent the imposition of a second tax upon the stream of income leading to the dividend. (12 Marshall, Cal. Practice, State and Local Taxation (1969) p. 168.)
In this instance we are not concerned with section 24402, or any section of the law under which taxpayer’s income was eliminated to arrive at the net figure used in computing the measure of its tax. Section 24425 is operative whenever income is eliminated from the measure of the tax under any authority or for any purpose; it states with incontestable clarity that items are nondeductible when allocable to income “not included in the measure of the tax.” The dividends in question were not included in income used to measure plaintiff’s tax. It follows that the expense items are nondeductible.
The controlling authority on this subject is this court’s unanimous decision in Security-First Nat. Bk. v. Franchise Tax Bd. (1961) 55 Cal.2d 407 [11 Cal.Rptr. 269, 359 P.2d 625]. The issue was stated at page 423: “It is plaintiffs’ position that cooperatives, in determining their net income, may deduct all operating expenses and are also, with respect to business done with members and done with nonmembers on a nonprofit basis, entitled to a deduction of the gross income. . . .” The court found that the Franchise Tax Board’s method of calculating the income of cooperatives “has the sensible result of treating them, so far as they engaged in profit-making business, like any other corporation subject to the franchise tax.” Therefore, said Chief Justice Gibson, the corporation which deducted its nonprofit business from its gross income “contrary to plaintiffs’ position, would not be entitled to also deduct business expenses incurred in producing that income.” (Id. at p. 424.) This court’s decision in Security-First Nat. Bk. prevented a double deduction sought by the taxpayer and precedent dictates we must rule similarly in this case.
Judge Marshall, in his definitive text on taxation (12 Marshall, Cal. Practice, State and Local Taxation, supra, § 646 (C.(8)), p. 180) describes the applicable principle this way: “Any amount, otherwise allowable as a deduction, which is allocable to income not included in the measure of the corporate tax, is not deductible. The purpose of this section is to prevent a double exemption.
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[4]*4Opinion
MOSK, J.
The plaintiff corporation received dividends from other corporations each of which had previously paid a tax on the income from which the dividends were declared. In the process of determining its taxable income the plaintiff deducted the dividends so received. In calculating its tax due the State of California, plaintiff also attempted to deduct expenses attributable to receiving the dividends which had been omitted from its income.
The plaintiff corporation maintains that to prohibit deducting the expenses results in double taxation. We have concluded that the Franchise Tax Board properly refused to permit credit for such expenses; this results not in double taxation, but prevents a double deduction.
The matter was tried upon stipulated facts which may be summarized as follows: Plaintiff, a Delaware corporation authorized to transact business in California and with executive offices located in this state, owns stock in several other California corporations. During the income years in question a substantial portion of plaintiff’s gross income consisted of dividends received from such corporations. Pursuant to section 24402 of the Revenue and Taxation Code plaintiff properly deducted those dividends from its gross income in computing its taxable net income.1 During the same years plaintiff also deducted certain interest expense and general and administrative expenses some of which it had incurred incident to receiving the dividends.
Defendant Franchise Tax Board maintained that a portion of such expenses were allocable to the dividends deducted under section 24402, and disallowed that portion as deductions under its interpretation of section 24425.2 Plaintiff paid the additional tax assessed by reason of the [5]*5disallowance, exhausted its administrative remedies, and then instituted the present action seeking a refund.
The trial court ruled that plaintiff was entitled to deduct all. interest expense, all amortization of debenture expense, and all ordinary and business expenses allocable to the production of the dividends made deductible by section 24402; that such expenses are not made nondeductible by section 24425, as the expenses were allocable “to a class of income which has been included in the measure of the tax imposed by” the Bank and Corporation Tax Law; that the effect of disallowance by the Franchise Tax Board of the disputed expenses is to subject the income from which the dividends received by plaintiff were declared to a double tax burden at the corporate level, in violation of the purpose for which section 24402 was enacted, and to vitiate the operation of that section.
The error of the trial court results from deeming taxation “at the corporate level” to relate to all successive corporations receiving the same revenue, presumably no matter how they may proliferate, and without regard to whether they include that revenue in their taxable income. However, where there is more than one corporation, even though one is a dividend-declaring corporation and the other a dividend-receiving corporation, they are entirely separate entities for the purposes of the California franchise tax. Neither Revenue and Taxation Code section 24402 or section 24425 purport in any way to affect the entirely distinct and self-sufficient nature of the corporations. It is a fundamental premise of tax law that each taxpayer is accountable and taxable only upon its own income and may deduct only its own expenses allocable to the earnings of such income. Thus the dividend-declaring corporation’s income and the dividend-receiving corporation’s expenses retain entirely unrelated characteristics. The trial court failed to observe the separate identities in holding the disallowance of expenses resulted in a double tax burden at the corporate level. In actuality there was only one tax burden and its imposition was on the dividend-declaring corporation, not on the dividend-receiving corporation which .is here seeking to deduct its expenses.
Section 24425 deals with deduction of expenses. Deductions may be allowed or withheld by the Legislature as it sees fit (Southern Service Co., Ltd. v. Los Angeles (1940) 15 Cal.2d 1, 11 [97 P.2d 963]; Hetzel v. Franchise Tax Board (1958) 161 Cal.App.2d 224, 229 [326 P.2d 611]) and such deductions, like credits and exemptions, are to be narrowly construed against the taxpayer (Miller v. McColgan (1941) 17 Cal.2d 432, 441 [110 P.2d 419, 134 A.L.R. 1424]; Burnham v. Fran[6]*6chise Tax Board (1959) 172 Cal.App.2d 438, 445 [341 P.2d 844]). Section 24402, on the other hand, has no effect upon deductibility of expenses. It deals simply with the narrow question of the inclusion of certain dividend income in the measure of the tax of the dividend recipient. Its purpose is to prevent the imposition of a second tax upon the stream of income leading to the dividend. (12 Marshall, Cal. Practice, State and Local Taxation (1969) p. 168.)
In this instance we are not concerned with section 24402, or any section of the law under which taxpayer’s income was eliminated to arrive at the net figure used in computing the measure of its tax. Section 24425 is operative whenever income is eliminated from the measure of the tax under any authority or for any purpose; it states with incontestable clarity that items are nondeductible when allocable to income “not included in the measure of the tax.” The dividends in question were not included in income used to measure plaintiff’s tax. It follows that the expense items are nondeductible.
The controlling authority on this subject is this court’s unanimous decision in Security-First Nat. Bk. v. Franchise Tax Bd. (1961) 55 Cal.2d 407 [11 Cal.Rptr. 269, 359 P.2d 625]. The issue was stated at page 423: “It is plaintiffs’ position that cooperatives, in determining their net income, may deduct all operating expenses and are also, with respect to business done with members and done with nonmembers on a nonprofit basis, entitled to a deduction of the gross income. . . .” The court found that the Franchise Tax Board’s method of calculating the income of cooperatives “has the sensible result of treating them, so far as they engaged in profit-making business, like any other corporation subject to the franchise tax.” Therefore, said Chief Justice Gibson, the corporation which deducted its nonprofit business from its gross income “contrary to plaintiffs’ position, would not be entitled to also deduct business expenses incurred in producing that income.” (Id. at p. 424.) This court’s decision in Security-First Nat. Bk. prevented a double deduction sought by the taxpayer and precedent dictates we must rule similarly in this case.
Judge Marshall, in his definitive text on taxation (12 Marshall, Cal. Practice, State and Local Taxation, supra, § 646 (C.(8)), p. 180) describes the applicable principle this way: “Any amount, otherwise allowable as a deduction, which is allocable to income not included in the measure of the corporate tax, is not deductible. The purpose of this section is to prevent a double exemption. Federal regulations (§ 1.265-1) interpret a comparable section (§ 265 (1)) to intend prohibition of deduction of expenses of producing exempt income. By income the Legislature must have meant gross income—such deductions are not taken from net income.” (Italics in original.)
[7]*7We sought information from counsel as to the administrative practice of the Franchise Tax Board. Pursuant to our request we were advised, by written stipulation of counsel, that at least since 1962, when an intraoffice memorandum on the subject was prepared, the board has disallowed expenses incurred in receiving dividends which have been deducted pursuant to section 24402. The position of the board has been that in the absence of a specific code section to the contrary, expenses incurred to produce deductible income may not be taken as a deduction. While administrative determinations are not controlling, the existence of this practice for at' least the past eight years suggests legislative acquiescence, during that period, in the board’s statutory construction.
We conclude that expenses incurred by a taxpayer in producing or receiving dividend income are properly deductible only when that taxpayer’s dividend income is taxable.
The judgment is reversed and remanded to the trial court for the purpose of determining the amount of plaintiff’s deductions allocable to its dividend income and entering a new judgment in accordance with the views expressed herein.
Wright, C. J., Peters, J., Tobriner, J., and Sullivan, J., concurred.