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Talbridge Corporation


On December 31, 2019, the Department assessed the Taxpayer for gross receipts tax, penalty and interest for periods from 2012 through 2019. On February 26, 2020, the Taxpayer filed a formal protest of the assessment. The Taxpayer performed payroll activities and other human resources tasks for its client, Chevron, an oil and gas company. For the receipts in question, the payroll services being performed by the Taxpayer were on behalf of an independent contractor that performed services for Chevron. The Taxpayer paid the contractor’s employees and then charged Chevron for the wages and benefits provided to the contractor, as well as a fee for the payroll services. The Taxpayer argued that its receipts were received as a disclosed agent of Chevron and therefore were excludable from gross receipts. The law states a “disclosed agency” relationship exists when a person may bind a principle to a contract with a third party. If a disclosed agency relationship existed in this case, it would mean that Chevron was liable for paying the employees of the contractor. Though the receipts of the Taxpayer were from performing payroll services on behalf of employees who were performing services for Chevron, the Hearing Officer determined there was no evidence that Chevron would be liable to pay the contractor’s employees. Indeed, the evidence suggested that the Taxpayer had no authority to act on behalf of Chevron in any manner whatsoever. Since the evidence showed no disclosed agency relationship existed, and the receipts were not excludable. The Taxpayer, however, was able to demonstrate that a portion of the receipts were from services performed outside of the state. Therefore, the Hearing officer granted the protest for the portion of the receipts performed outside the state and denied the protest for the remaining receipts.