Establishing Your Company Nexus

What is a business nexus?

The nexus of the corporation (or LLC) is all of the links or relationships that make the company operate together. Some of these include the state where the bank account is established, the listed phone numbers of the company, the mailing address of the company, and where any physical plant is located.

How does a state tax auditor view the nexus?

Different states in the U.S. define the corporate nexus in different ways. Massachusetts defines the corporate nexus as (830 CMR 63.39.1):

• the buying, selling or procuring of services or property;
• the execution of contracts;
• the exercise or enforcement of contract rights;
• the maintenance of a place of business;
• the employment of labor; and
• each and every other act, power, right, privilege or immunity exercised or enjoyed in Massachusetts as an incident to or by virtue of the powers and privileges acquired through corporate form.

Public Law 86-272 (15 USC 381) Exemption

Passed by U.S. Congress in 1959, this law prohibits a state from imposing an income tax where a taxpayer's activities are limited to soliciitation of orders by such person, or his representative, in such State for sales of tangible personal property, which orders are sent outside the State for approval or rejection, and, if approved, are filled by shipment or delivery from a point outside the State. This exemption is only for companies that sell tangible personal property, so for firms that offer a service or other product, it is unavailable.

Physical Presence Test

Most court challenges have focused on whether out of state corporations must pay sales tax in another state it sells products in. Cases like National Bellas Hess, Inc. v. Department of Revenue of Ill., and Quill Corp. v. North Dakota, have shown that a foreign company only pays tax in a state in which it has a physical presence.

Secretary of State Links

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