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Tax Due Diligence Information Request List
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The following is a list of information needed to complete our tax due diligence of TARGET ("Company"). Unless otherwise noted, all information is requested for the last three tax years and for the most recent interim period. In addition to the items included on this list, please provide us with any information that you believe would enhance our understanding of the tax position of the Company. Please note that we may require additional information and documentation as the tax due diligence process progresses.
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CategoryRequestDate RequestedPriorityStatusRequester CommentsResponder Comments
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 1 Corporate & M&ACurrent legal entity chart, including all domestic, foreign, active, and inactive entities (as applicable) and their respective owners. Chart should indicate the legal and tax (e.g., check-the-box) form of each entity.12/23/2020HighOutstanding
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 2 Corporate & M&ACopy of the Company's LLC operating agreement and any supplemental partnership or equity holder agreements , including originals and amended and restated documents currently in force.12/23/2020HighOutstanding
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 3 Corporate & M&AList of corporate transactions (e.g., merger, acquisition, divestiture, other restructuring) occurring within the last five years, including entity/business involved, date of transaction, purchase price, tax indemnities, and tax treatment, etc.12/23/2020HighOutstanding
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 4 Proposed TransactionIf applicable, detail regarding any anticipated pre-transaction restructuring steps, such as the movement of assets within the Company's organizational structure, including the estimated tax impact of such steps.12/23/2020HighOutstanding
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 5 Proposed TransactionAny analysis performed regarding transfer taxes (sales tax, excise tax, stamp tax, etc.) anticipated to arise in connection with the Proposed Transaction, including details relating to the fair market value and basis of any real property to be acquired in the Proposed Transaction.12/23/2020MediumOutstanding
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 6 Financial and operationsList of all jurisdictions (including foreign, state, and local) in which the Company has (i) sales or customers, (ii) assets, (iii) employees working (remotely or at company locations), or (iv) employees or third-party reps regularly soliciting sales on behalf of the Company. For sales, please provide amounts by jurisdiction. For employees / reps, please provide headcount by jurisdiction.12/23/2020MediumOutstanding
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 7 Related party and intercompanySummary of intercompany or related party transactions (e.g., sales/COGS, royalties, management fees, loans, deferred gains/losses) including the amount of the transaction, the parties involved, and a description of the terms of the transaction.12/23/2020HighOutstandingIf applicable.
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 8 Related party and intercompanyCopies of all material intercompany or related party agreements.12/23/2020MediumOutstandingIf applicable.
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 9 Related party and intercompanyCopies of transfer pricing studies and related documentation (if any).12/23/2020MediumOutstandingIf applicable.
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 10 Tax Filing CalendarCopy of tax filing calendar indicating where the Company files tax returns for any type of tax, identifying the jurisdiction, the filing type, and the filing entity.12/23/2020HighOutstanding
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 11 Tax ReturnsCopies of originally filed and amended (if applicable) US federal, foreign, state, and local income tax returns for all tax years open to assessment under the applicable statute of limitations, including the supporting schedules and statements, and access to workpapers prepared in connection with such returns.12/23/2020HighOutstanding
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 12 Tax - GeneralCalculations of current year and years for which tax returns have not been filed, estimating taxable income and associated income taxes, including the amount of taxes remitted to each jurisdiction and amounts that remain payable or outstanding.12/23/2020HighOutstanding
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 13 Tax - GeneralCopy of the current and prior years' income tax expense and deferred tax calculations, including the associated supporting workpapers.12/23/2020HighOutstanding
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 14 Tax - GeneralA schedule reflecting current tax basis in the Company's assets (including equity and debt of subsidiaries) and the rollout of amortization and depreciation for current tangible and intangible assets.12/23/2020MediumOutstanding
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 15 Tax - GeneralWorkpapers and memoranda related to any uncertain income and non-income tax exposures, including related interest and penalty calculations and uncertain positions for which a financial statement accrual has not been made due to materiality or otherwise. 12/23/2020HighOutstanding
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 16 Tax - GeneralList of any US federal, state, local and foreign tax examinations, including status, scope (e.g., jurisdiction, entities, years), summary of key issues examined, whether any adjustments were assessed, etc.12/23/2020HighOutstanding
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 17 Tax - GeneralCopies of any significant correspondence with taxing authorities regarding examinations, rulings, questionnaires, etc.12/23/2020HighOutstanding
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 18 Tax - GeneralCopies of significant elections and/or requests for changes in accounting methods, including any additional correspondence with the taxing authorities pertaining to the elections / requests.12/23/2020MediumOutstanding
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 19 Tax - GeneralDetails of any transactions, either intercompany or with 3rd parties, that are subject to withholding tax (interest, dividends, royalties, other).12/23/2020MediumOutstanding
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 20 Tax - GeneralCopies of any tax planning schedules, slides, memoranda or opinions.12/23/2020HighOutstanding
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 21 State TaxSchedule detailing sales, payroll and property by state, the associated apportionment factor, and the Company's apportionment methodology, and revenue sourcing methods.12/23/2020HighOutstanding
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 22 State TaxList of states where the Company is registered to do business.12/23/2020HighOutstanding
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 23 State TaxList of states where employees travel to where the Company does not otherwise possess business locations (e.g., client meetings, tradeshow, etc.).12/23/2020HighOutstanding
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 24 State TaxDescribe policies and procedures regarding non-resident owner withholding tax, filing of composite returns, and other matters related to pass-through entity state taxes of the Company's owners. 12/23/2020HighOutstanding
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 25 State TaxInformation documenting the Company’s position and/or policies with regard to state income tax including determinations made as to where the Company must file and how it sources revenue between states for purposes of determining multi-state apportionment (e.g., copies of any state nexus determinations / studies).12/23/2020HighOutstanding
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 26 State TaxInformation documenting the Company’s position and/or policies with regard to state non-income tax (e.g., matrices analyzing the applicability of sales tax) (if available).12/23/2020HighOutstanding
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 27 State TaxDescribe the Company's policies and procedures regarding sales and use tax collection and assessment, including the consideration of tax exempt sales, tax exempt certificates and other documentation used to determine taxability or exemptions. 12/23/2020MediumOutstanding
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 28 State TaxCopies of the Company's most recent non-income tax return filings (e.g., gross receipts, sales, use, and property tax filings).12/23/2020MediumOutstanding
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 29 NYC & SFO Specific TaxesProvide the latest copies of returns or filing positions related to the NYC Unincorporated Business, if applicable.12/23/2020MediumOutstanding
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 30 NYC & SFO Specific TaxesProvide the latest copies of return filings or positions related to the NYC Commercial Rent Tax, if applicable.12/23/2020MediumOutstanding
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 31 NYC & SFO Specific TaxesProvide the latest copies of returns or filing positions related to the SFO Gross Receipts Tax, if applicable.12/23/2020MediumOutstanding
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 32 NYC & SFO Specific TaxesProvide the latest copies of returns or filing positions related to the SFO Early Care and Education Commercial Rents Tax, if applicable.12/23/2020MediumOutstanding
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 33 Employees and payroll mattersA summary schedule of all change of control payments and the associated contracts establishing the Company’s payment obligations (e.g., gross-ups) and a copy of any Section 280G calculations and supporting calculations, if applicable.12/23/2020MediumOutstanding
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 34 Employees and payroll mattersList of significant independent contractors or non-employee representatives engaged by the Company and copies of any associated contract or representation agreements.12/23/2020MediumOutstanding
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 35 Employees and payroll mattersList of Forms 1099s issued by the Company for the past three years including recipient, recipient type (e.g., individual, flow-through entity), and payment amount.12/23/2020MediumOutstanding
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 36 Employees and payroll mattersDetails on any deferred compensation or equity compensation plans (e.g., options or profits interests), including copies of the plan and the related grant documentation.12/23/2020MediumOutstanding
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 37 COVID-19 Tax ReliefDescribe any planning or economic relief incentives for which the Company is participating or receiving benefits, including PPP loans, payroll tax credits or deferrals, and deduction maximization related to COVID-19 tax relief. Provide any memos, summaries and calculations related to this planning.12/23/2020MediumOutstanding
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 PROVIDE FOLLOWING INFORMATION ONLY IF COMPANY IS AN S CORPORATION FOR FEDERAL TAX PURPOSES
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 38 S corporationCopy of originally filed Form 2553 to elect S corporation status and IRS acceptance letter. Also, copies of any similar state tax form required to be filed, if applicable.12/23/2020HighOutstanding
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 39 S corporationCopies of originally filed Form 8869 Qualified Subchapter S Subsidiary (“QSub”) Election and IRS acceptance letter, if applicable, for all QSubs. Also, copies of any similar state tax form required to be filed, if applicable.12/23/2020MediumOutstanding
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 40 S corporationList of all historical S corporation shareholders from the date the Company elected to be treated as an S Corporation, including the date the stock was acquired, the date sold or redeemed, the state of legal residence at the time of the S Corporation election, the marital status of the shareholder at the time of election, and confirmation of each historical shareholder’s status as a US citizen or otherwise a resident who can be taxed by the US on worldwide income, if applicable.12/23/2020MediumOutstanding
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 41 S corporationFor all shareholders (current and prior) that may live in a state that confers ownership rights upon a shareholder’s spouse (i.e., a community property state or equivalent); confirmation that each shareholder’s spouse was not classified as a non-resident alien for US federal tax purposes (Sec. 7701(b)), if applicable.12/23/2020MediumOutstanding
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 42 S corporationIf any shareholders are trusts, copies of trust documents and copies of the originally filed Qualified Subchapter S Trust (“QSST”) or Electing Small Business Trust (“ESBT”) elections (if applicable).12/23/2020MediumOutstanding
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 43 S corporationSchedule of all significant transactions between the Company and its shareholders and the associated agreements (e.g., special compensatory related arrangements, shareholder personal expenses paid by the Company, shareholder loans, employment agreements, buy-sell agreements, redemption agreements), if applicable.12/23/2020MediumOutstanding
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 44 S corporationDetails regarding any stock option, or similar equity compensation or employee stock purchase program that allows employees to become shareholders in the company at a current or future time, including any analyses of whether an employee's or service provider's equity derivative constitutes S Corporation stock for federal income tax purposes, if applicable.12/23/2020MediumOutstanding
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 45 S corporationSchedule providing a listing by year from inception to last tax return filing of the allocations of income, deductions, and distributions to each shareholder, if applicable.12/23/2020HighOutstanding
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 46 S corporationConfirmation that the Company has had only one class of stock while it has been an S corporation and that said class confers identical rights to distribution and liquidation proceeds, if applicable.12/23/2020HighOutstanding
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 47 S corporationTechnical tax memoranda or other documents (internal or externally prepared) analyzing the single class of stock requirement for the Company (if any).12/23/2020MediumOutstanding
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 48 S corporationInformation on any passive income or other items incurred by the Company that may impact its status as an S corporation or the incurrence of corporate level income taxes, if applicable.12/23/2020MediumOutstanding
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 PROVIDE FOLLOWING INFORMATION ONLY IF COMPANY IS TAXED AS A PARTNERSHIP FOR FEDERAL TAX PURPOSES
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 49 TaxDetails regarding an section 704 calculations or section 743/734 calculations from the formation of the Company or prior transactions, if applicable.12/23/2020MediumOutstanding
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 50 TaxTax basis capital account rollforwards by partner from inception for the Company, as well as debt allocations under the section 752 regulations and details of any section 704(c) layers, if applicable.12/23/2020MediumOutstanding
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 51 TaxCopies of any section 754 elections filed for any entity classified as a partnership for US federal income tax purposes, if applicable.12/23/2020HighOutstanding
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