PEDERSON, Justice.
This is an appeal by the Commissioner from a judgment of the district court of Burleigh County which, in effect, reversed and set aside an administrative decision in an income tax dispute. Material facts were stipulated. We affirm the judgment rendered by the trial court.
The taxpayers were shareholders in Man-dan Creamery and Produce Company, a domestic corporation. It was incorporated in 1915 with a paid-in capital of $25,000. Periodically, the capital was increased by issuance of stock dividends and the transfer of earned surplus to capital. Cash dividends were also paid periodically to shareholders from current earnings. Earnings which were not otherwise distributed were transferred to the surplus account.
In 1972 the corporation decided to liquidate under a plan provided for in § 337 of the Internal Revenue Code. Under that plan the directors were authorized to sell the assets of the corporation and to distribute all cash or property to the shareholders as a distribution in liquidation, at which time the shareholders were to surrender for redemption and cancellation all of their shares of stock. Assets were sold and distribution was made accordingly, with no corporate taxable income under § 337 of the Internal Revenue Code, without regard to whether there was a profit realized from the sale of assets.
When the taxpayers filed individual federal income tax returns in 1972, the full distribution in liquidation received was reported. After deducting the cost basis of the stock surrendered, the net gain was reduced by fifty percent as a capital gain.
For their 1972 North Dakota individual income tax returns, the taxpayers deducted the remaining fifty percent, claiming that this was a domestic dividend, or income received from stock or interest in a corporation which is excluded under § 57-38-01.-2(l)(i), NDCC. All, except taxpayers Harlan and Rebecca Weir, treated their 1973 distribution in the same way for tax purposes.
When the State individual income tax returns were audited in the ordinary routine of the tax department (§ 57-38-38, [893]*893NDCC), additional taxes were assessed as a result of disallowance of the fifty percent deduction as a domestic dividend. The taxpayers objected, and an administrative hearing was held (§ 57-38-39, NDCC), resulting in a determination:
“ * * * that the taxpayers not be allowed to deduct distributions in liquidation issued pursuant to Section 337 of the Internal Revenue Code on their 1972 and 1973 North Dakota income tax returns and that the determinations and assessments of additional income tax due as made by the Tax Commissioner for the taxable years 1972 and 1973 are correct * * * ?>
The taxpayers appealed to the district court (Chapter 28-32, NDCC), which ruled that the liquidating distributions constitute dividends as defined in § 57-38-01(12), NDCC, and are deductible pursuant to § 57 — 38—01.2(l)(i), NDCC. The matter was remanded to the Tax Commissioner for a determination of the amount of the distribution which represents untaxed capital gains on sales made by the corporation in 1972 and 1973, and for the pro rata reduction of the deductions taken by the individual taxpayers.
The parties neither briefed nor argued matters relating to the scope of and procedure on appeal from determinations of an administrative agency (§§ 28-32-19 and 28-32-21, NDCC). We accordingly assume that the trial court found only that the administrative determination was not in accordance with law and that we are reviewing only a question of law.
Pursuant to § 337 of the Internal Revenue Code a liquidating corporation may avoid taxes on gains from the sale of assets.
“Under these provisions [twelve-month liquidations provision], if a corporation adopts a plan of complete liquidation and within 12 months thereafter distributes all its assets in complete liquidation (less assets retained to pay claims), then neither gain nor loss is recognized to the corporation from the sale or exchange of its assets within the 12-month period.” 33 Am.Jur.2d Federal Taxation, ¶ 2370, at 533.
Section 331 of the Internal Revenue.Code permits the shareholder to be taxed on liquidation distributions as a capital gain.
“With a few exceptions, distributions in complete or partial liquidation give capital gain or loss to the shareholder, depending on whether the total amount distributed is more or less than his cost or other basis for his stock. The amount of the distribution is the sum of the cash plus the fair market value of any other property received by the shareholder in exchange for his stock.” 33 Am.Jur.2d Federal Taxation, ¶ 2354, at 528.
By the amendment of Section 175 of the North Dakota Constitution in 1966, the legislative assembly was authorized to define income for state tax purposes or define the tax itself “by reference to any provision of the laws of the United States as the same may be or become effective at any time or from time to time, and may prescribe exceptions or modifications to any such provision.” Consequently the 1967 Legislative Assembly did define taxable income for a starting point for State tax purposes, with reference to taxable income computed for Federal income tax purposes under the Internal Revenue Code. See Chapter 446, Session Laws 1967.
The Commissioner and the taxpayers agree that the result of the enactment of Chapter 446, S.L.1967, was to make the taxable income for Federal income tax purposes the starting point from which State taxable income is derived, by adjustments as may be provided by law (§ 57-38-01(20), NDCC). The Commissioner says that in “Federalizing”, we also adopted IRS regulations and interpretations, except where State statutes dictate otherwise. The taxpayers argue that the State income tax laws are plain and unambiguous and there is no room for applying any vague rules of interpretation on the pretense of seeking the spirit of the law.
In writing about the Business Privilege Tax (also “Federalized”, see § 57-38-66, NDCC) in 47 N.D.L.Rev. 371, 381 (1971), Garry A. Pearson said:
[894]*894“The comments made above are not exhaustive; and they are intended to be a survey somewhat illustrative of the problems of enacting a simple statute referenced to yet another statute, i. e., one riddled with exceptions, with considerable special interest legislation and nontax objectives.” [Emphasis added.]
Although it does not have application to this case, this Court commented on the “Federalization” of income tax in Messner v. Dorgan, 228 N.W.2d 311 (N.D.1975), to the effect that the “Federalization” does not detract from the validity of a separate “nonfederalized” area.
The pertinent State statutes are §§ 1, 2 and 3 of Chapter 446, S.L.1967, now codified as § 57-38-01.1, which reads:
“It is the intent of the legislative assembly to simplify the state income tax laws and to demonstrate that federal legislation is not necessary to deal with certain interstate tax problems, by adopting the federal definition of taxable income as the starting point for the computation of state income tax by all taxpayers and providing the necessary adjustments, thereto to substantially preserve and maintain existing exemptions and deductions.
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PEDERSON, Justice.
This is an appeal by the Commissioner from a judgment of the district court of Burleigh County which, in effect, reversed and set aside an administrative decision in an income tax dispute. Material facts were stipulated. We affirm the judgment rendered by the trial court.
The taxpayers were shareholders in Man-dan Creamery and Produce Company, a domestic corporation. It was incorporated in 1915 with a paid-in capital of $25,000. Periodically, the capital was increased by issuance of stock dividends and the transfer of earned surplus to capital. Cash dividends were also paid periodically to shareholders from current earnings. Earnings which were not otherwise distributed were transferred to the surplus account.
In 1972 the corporation decided to liquidate under a plan provided for in § 337 of the Internal Revenue Code. Under that plan the directors were authorized to sell the assets of the corporation and to distribute all cash or property to the shareholders as a distribution in liquidation, at which time the shareholders were to surrender for redemption and cancellation all of their shares of stock. Assets were sold and distribution was made accordingly, with no corporate taxable income under § 337 of the Internal Revenue Code, without regard to whether there was a profit realized from the sale of assets.
When the taxpayers filed individual federal income tax returns in 1972, the full distribution in liquidation received was reported. After deducting the cost basis of the stock surrendered, the net gain was reduced by fifty percent as a capital gain.
For their 1972 North Dakota individual income tax returns, the taxpayers deducted the remaining fifty percent, claiming that this was a domestic dividend, or income received from stock or interest in a corporation which is excluded under § 57-38-01.-2(l)(i), NDCC. All, except taxpayers Harlan and Rebecca Weir, treated their 1973 distribution in the same way for tax purposes.
When the State individual income tax returns were audited in the ordinary routine of the tax department (§ 57-38-38, [893]*893NDCC), additional taxes were assessed as a result of disallowance of the fifty percent deduction as a domestic dividend. The taxpayers objected, and an administrative hearing was held (§ 57-38-39, NDCC), resulting in a determination:
“ * * * that the taxpayers not be allowed to deduct distributions in liquidation issued pursuant to Section 337 of the Internal Revenue Code on their 1972 and 1973 North Dakota income tax returns and that the determinations and assessments of additional income tax due as made by the Tax Commissioner for the taxable years 1972 and 1973 are correct * * * ?>
The taxpayers appealed to the district court (Chapter 28-32, NDCC), which ruled that the liquidating distributions constitute dividends as defined in § 57-38-01(12), NDCC, and are deductible pursuant to § 57 — 38—01.2(l)(i), NDCC. The matter was remanded to the Tax Commissioner for a determination of the amount of the distribution which represents untaxed capital gains on sales made by the corporation in 1972 and 1973, and for the pro rata reduction of the deductions taken by the individual taxpayers.
The parties neither briefed nor argued matters relating to the scope of and procedure on appeal from determinations of an administrative agency (§§ 28-32-19 and 28-32-21, NDCC). We accordingly assume that the trial court found only that the administrative determination was not in accordance with law and that we are reviewing only a question of law.
Pursuant to § 337 of the Internal Revenue Code a liquidating corporation may avoid taxes on gains from the sale of assets.
“Under these provisions [twelve-month liquidations provision], if a corporation adopts a plan of complete liquidation and within 12 months thereafter distributes all its assets in complete liquidation (less assets retained to pay claims), then neither gain nor loss is recognized to the corporation from the sale or exchange of its assets within the 12-month period.” 33 Am.Jur.2d Federal Taxation, ¶ 2370, at 533.
Section 331 of the Internal Revenue.Code permits the shareholder to be taxed on liquidation distributions as a capital gain.
“With a few exceptions, distributions in complete or partial liquidation give capital gain or loss to the shareholder, depending on whether the total amount distributed is more or less than his cost or other basis for his stock. The amount of the distribution is the sum of the cash plus the fair market value of any other property received by the shareholder in exchange for his stock.” 33 Am.Jur.2d Federal Taxation, ¶ 2354, at 528.
By the amendment of Section 175 of the North Dakota Constitution in 1966, the legislative assembly was authorized to define income for state tax purposes or define the tax itself “by reference to any provision of the laws of the United States as the same may be or become effective at any time or from time to time, and may prescribe exceptions or modifications to any such provision.” Consequently the 1967 Legislative Assembly did define taxable income for a starting point for State tax purposes, with reference to taxable income computed for Federal income tax purposes under the Internal Revenue Code. See Chapter 446, Session Laws 1967.
The Commissioner and the taxpayers agree that the result of the enactment of Chapter 446, S.L.1967, was to make the taxable income for Federal income tax purposes the starting point from which State taxable income is derived, by adjustments as may be provided by law (§ 57-38-01(20), NDCC). The Commissioner says that in “Federalizing”, we also adopted IRS regulations and interpretations, except where State statutes dictate otherwise. The taxpayers argue that the State income tax laws are plain and unambiguous and there is no room for applying any vague rules of interpretation on the pretense of seeking the spirit of the law.
In writing about the Business Privilege Tax (also “Federalized”, see § 57-38-66, NDCC) in 47 N.D.L.Rev. 371, 381 (1971), Garry A. Pearson said:
[894]*894“The comments made above are not exhaustive; and they are intended to be a survey somewhat illustrative of the problems of enacting a simple statute referenced to yet another statute, i. e., one riddled with exceptions, with considerable special interest legislation and nontax objectives.” [Emphasis added.]
Although it does not have application to this case, this Court commented on the “Federalization” of income tax in Messner v. Dorgan, 228 N.W.2d 311 (N.D.1975), to the effect that the “Federalization” does not detract from the validity of a separate “nonfederalized” area.
The pertinent State statutes are §§ 1, 2 and 3 of Chapter 446, S.L.1967, now codified as § 57-38-01.1, which reads:
“It is the intent of the legislative assembly to simplify the state income tax laws and to demonstrate that federal legislation is not necessary to deal with certain interstate tax problems, by adopting the federal definition of taxable income as the starting point for the computation of state income tax by all taxpayers and providing the necessary adjustments, thereto to substantially preserve and maintain existing exemptions and deductions.
“It is the further intent of the legislative assembly to eliminate double taxation of the earnings of small corporations by recognizing a subchapter S election when made for federal income tax purposes.”
Section 57-38-01(20), which reads:
“ ‘Taxable income’ in the case of individuals, estates, trusts and corporations shall mean the taxable income as computed for an individual, estate, trust or corporation for federal income tax purposes under the United States Internal Revenue Code of 1954, as amended, plus or minus such adjustments as may be provided by this act and chapter or other provisions of law;”
Section 57 — 38—01.2(l)(i), which reads:
“1. The taxable income of an individual, estate, or trust as computed pursuant to the provisions of the United States Internal Revenue Code of 1954 as amended, shall be:
* * * * * *
“i. Reduced by any dividends or income, up to a maximum of fifteen thousand dollars, received from stock or interest in any corporation and included in the adjusted gross income as computed for federal income tax purposes where the income of such corporation has been assessed and tax paid by the corporation under this chapter and such dividends or income was received by the taxpayer as income during the income year if such corporation has reported the name and address of each North Dakota resident owning stock and the amount of dividends or income paid each such person during the year, provided, that when only part of the income of any corporation shall have been assessed and corporation income tax paid thereon under this chapter, only a corresponding part of the dividends or income received therefrom and included in federal adjusted gross income shall be subtracted. The commissioner is hereby authorized to prescribe rules and regulations to implement this subdivision to avoid injustice to taxpayers, to prevent duplication of deductions, and to eliminate taxation of income not fairly and properly taxable under this chapter.”
The Commissioner argues that unless these taxpayers are required to treat their income from the liquidation alike on both Federal and State returns, there will be income which escapes taxation and we will not fulfill the concept of the “Federalized” return. The statutes are clear and unambiguous — the Federal taxable income is the starting point for the preparation of the State income tax return. Thereafter, it is the privilege of the taxpayer to make those adjustments specifically prescribed. For comparable rulings involving questions of ambiguity of the language in the tax statute, see Clapp v. Cass County, 236 N.W.2d 850 (N.D.1975), and In re Dilse, 219 N.W.2d 195 (N.D.1974).
[895]*895When we examine the perspicuity of § 57 — 38—01.2(l)(i), NDCC, we find that the reduction (from the starting point) includes not only dividends but any income received from stock or interest in any corporation. Additionally, we note that the reduction relates only to the funds received by the individual taxpayer upon which the corporation has paid income tax. When the corporation has paid income tax only on a part of the income (such as we have in this case), then only a corresponding part of the dividend or income received by the individual taxpayer shall be subtracted.
This is not a statute to be understood after a light skim through (nor are many other tax statutes). Any careful reader will find it clear and unambiguous until he reaches the last sentence, which states:
“The commissioner is hereby authorized to prescribe rules and regulations to implement this subdivision to avoid injustice to taxpayers, to prevent duplication of deductions, and to eliminate taxation of income not fairly and properly taxable under this chapter.”
That could be interpreted only to authorize the Commissioner to adopt rules consistent with the statute to avoid injustice, prevent duplication of deductions, and exempt income which is not fairly and properly taxable.
This interpretation is in accord with what we said in Medical Properties v. North Dakota Board of Pharm., 80 N.W.2d 87 (N.D. 1956), that the Legislature cannot delegate powers to an administrative agency to adopt rules which include substantive matter not included in the statute under which it is acting. It would be inconsistent with the statute for the Commissioner to adopt a rule (or for this Court to adopt an interpretation) which results in altering substantive rights granted by the statute. See also, Clapp v. Cass County, supra, where we said that interpretative regulations do not have the force of law, and § 57-38-56, NDCC, on powers of the Commissioner.
There were funds (accumulated surplus) received by the taxpayers in this case upon which the corporation had, over the years, paid corporate income tax, m addition to funds (profit on sale of assets) upon which the corporation had not paid corporate income tax. The statute specifies, in no uncertain terms, that “when only part of the income of any corporation shall have been assessed and corporation income tax paid thereon under this chapter, only a corresponding part of the dividends or income received therefrom and included in federal adjusted gross income shall be subtracted.”
When these taxpayers subtracted all of the funds received instead of only a corresponding part, they failed to comply with the statutory directive. The trial court correctly remanded the case to the Commissioner for the purpose of redetermination and the elimination from the deduction claimed by the taxpayers of that corresponding part of the funds received which represented corporation income not taxed.
The judgment is affirmed. There will be no costs allowed on the appeal, a question of public interest being involved.
ERICKSTAD, C. J., and VOGEL and SAND, JJ., concur.