Mississippi Power & Light Co. v. Mississippi State Tax Commission

704 So. 2d 1343, 1997 Miss. App. LEXIS 545, 1997 WL 839791
CourtCourt of Appeals of Mississippi
DecidedAugust 26, 1997
DocketNo. 96-CA-00070 COA
StatusPublished
Cited by1 cases

This text of 704 So. 2d 1343 (Mississippi Power & Light Co. v. Mississippi State Tax Commission) is published on Counsel Stack Legal Research, covering Court of Appeals of Mississippi primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

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Mississippi Power & Light Co. v. Mississippi State Tax Commission, 704 So. 2d 1343, 1997 Miss. App. LEXIS 545, 1997 WL 839791 (Mich. Ct. App. 1997).

Opinion

MeMILLIN, Presiding Judge,

for the Court:

¶ 1. This is a case involving the proper interpretation of this state’s franchise tax laws. Mississippi Power and Light (hereafter “MP & L”) sought unsuccessfully to have the Mississippi Tax Commission remove certain accounts from consideration in computing the book value of the company’s capital— the basis upon which the franchise tax is levied. MP & L appealed to the Chancery Court of Hinds County, which sits as an intermediate appellate court in such matters. That court affirmed the commission in part and reversed in part. Both MP & L and the commission were dissatisfied with the chancery court’s determination, and the matter is now before us on a direct appeal by MP & L and cross-appeal by the tax commission. For reasons which we will now proceed to set out, we affirm the chancery court decision.

[1344]*1344I.

General Background

A.

The Franchise Tax Law

¶ 2. The Mississippi Legislature imposes a tax on all corporations doing business in this state, called a franchise tax, which is computed on the capital of the corporation. See Miss.Code Ann. § 27-13-5 (1972). Rather than basing this tax on the actual value of the capital, as in the ad valorem taxes levied and collected by counties and municipalities, the Legislature chose to base the franchise tax on the value of collateral as reflected in the financial books and records of the corporations themselves. See Miss.Code Ann. § 27-13-5 (1972).

¶ 3. The concept of the tax seems simple, but it is deceptively so. Because there are no absolute laws of accountancy that prescribe with certainty the manner in which a corporation must compile and maintain its financial records, corporations enjoy some degree of latitude in reporting their financial situation. As a result, there have arisen, in the years since the adoption of this taxing scheme, a number of disputes concerning whether certain accounts carried on the financial records of the corporation should or should not be considered in determining “capital” for purposes of calculating the base against which to assess the tax. We deal with such a dispute in this case.

¶4. The franchise tax act itself contemplates that a corporation, for any number of reasons, might maintain its financial records in a manner that would not fairly reflect its capital structure consistent with the spirit of the taxing law. The law, thus, provides that the records of the corporation are deemed prima facie correct unless the chairman of the State Tax Commission (referred to as “the commissioner” in the statute) “determines that the book value does not properly reflect capital_” Miss.Code Ann. § 27-13-11 (1972). In that case, the commissioner’s determination of capital is deemed prima facie correct. Id. This section provides the commission with the authority to enforce the franchise tax with a reasonable degree of uniformity that would seem essential if the law is to be applied fairly.

B.

The Computation of Taxable Capital

¶ 5. Three particular sections of the franchise tax laws guide us in resolving the issues now before the Court. The first, section 27-13-5, is informative only to the extent that it explains the broad intent of the law to tax “the value of the capital used, invested or employed in the exercise of any power, privilege or right enjoyed by such organization within this state-” Miss.Code Ann. § 27-13-5 (1972).

¶ 6. Two subsequent sections, 27-13-9 and 27-13-11, provide the necessary detail to flesh out the broad description of intent contained in section 27-13-5. Section 27-13-9 provides generally that the tax shall be levied against “combined issued and outstanding capital stock, paid-in capital, surplus and retained earnings_” Miss.Code Ann. § 27-13-9 (Supp.1996 ). As we have observed, section 27-13-11 creates the presumptions that determine whether the balances in these accounts as reflected in the books and records of the corporation will conclusively define the taxable capital base or whether some alternate determination advanced by the commissioner will control. Miss.Code Ann. § 27-13-11 (1972). It is helpful in understanding the issues now before the Court to explore these two code sections in more detail.

¶ 7. Section 27-13-9 relies heavily upon terms that have no inherent meaning in the law, but derive their meaning from the field of accountancy. The text of that part of the section that concerns us is as follows:

The tax imposed, levied and assessed, under the provisions of this chapter, shall be calculated on the basis of the value of the capital employed in this state for the year preceding the date of filing the return, whether a calendar year, or fiscal year, except where otherwise provided in this chapter, measured by the combined issued and outstanding capital stock, paid-in capital, surplus and retained earnings; provided, that in computing capital, paid-in [1345]*1345capital, surplus and retained earnings, there shall be included deferred taxes, deferred gains, deferred income, contingent liabilities and all true reserves, including all reserves other than for definite known fixed liabilities which do not enhance the value of assets; and amounts designated for the payment of dividends shall not be excluded from such calculations until such amounts are definitely and irrevocably placed to the credit of stockholders, subject to withdrawal on demand; provided, however, there shall not be included in the value of the capital stock any sums representing debts, notes, bonds and mortgages due and payable, except where notes or debts due are provided by an affiliated company as a substitute for stock or paid-in capital; nor depreciation reserves, bad debt reserves, nor reserves representing valuation accounts....

Miss.Code Ann. § 27-13-9 (Supp.1996).

¶8. While the concepts of capital stock, paid-in-capital, and surplus may have some meaning in law based on legal notions of what is required to establish and fund a corporation, the bulk of the terms in this section may be understood only by reference to the field of financial accounting. By way of example, a person contemplating the term “retained earnings” may intuitively grasp the concept in a general sense, but will be unable to fully appreciate its meaning in the sense intended in the statute without consulting the rules of accounting.

¶ 9. Were we dealing only with an uncomplicated business employing a rudimentary accounting system, our task would not be difficult. At its most fundamental, the theory of accounting is purely logical and, if logically applied, would seem to produce consistent and uniform results.

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704 So. 2d 1343, 1997 Miss. App. LEXIS 545, 1997 WL 839791, Counsel Stack Legal Research, https://law.counselstack.com/opinion/mississippi-power-light-co-v-mississippi-state-tax-commission-missctapp-1997.