Minnesota Supreme Court interprets R&D tax credit statute, holding that federal minimum base amount limitation and federal aggregate gross receipts apply to Minnesota's credit calculation.
Outcome: Affirmed for commissioner.
Gen. Mills, Inc. v. Comm'r Revenue
What happened
The facts of the case, in plain language.
In 2015, General Mills filed an amended 2011 Minnesota corporate franchise tax return recalculating its R&D credit by excluding the federal minimum base amount limitation and using federal aggregate gross receipts instead of Minnesota receipts, seeking a refund of $949,236 plus interest.
The parties stipulated that if General Mills prevailed on the aggregate-gross-receipts issue but not on the minimum-base-amount issue, General Mills would be entitled to $1,112,772, which was the same credit amount the Commissioner had previously allowed, resulting in no refund.
Minnesota's R&D tax credit statute incorporates the federal definition of 'base amount' set forth in I.R.C. § 41(c) but does not explicitly specify whether the federal minimum base amount limitation is included.
When Minnesota incorporated the federal R&D tax credit concept in 1991, I.R.C. § 41(c) contained only provisions directly relevant to calculating base amount; Congress did not add optional alternative credit provisions until 1996 and 2006.
The Minnesota statute expressly limited other elements of the base amount formula to Minnesota-specific amounts (qualified research expenses and average annual gross receipts) but did not limit the term 'aggregate gross receipts' in the fixed-base-percentage denominator.
What the court decided
General Mills claimed an R&D tax credit of $1,112,772 on its 2011 corporate franchise tax return. In 2015, it filed an amended return seeking a $949,236 refund based on recalculating the credit by excluding the federal minimum base amount limitation and using federal instead of Minnesota aggregate gross receipts. The Minnesota Tax Court denied the refund, holding that the Legislature incorporated both the minimum base amount limitation and federal aggregate gross receipts into the state's R&D tax credit statute. The Minnesota Supreme Court affirmed. The court found the statute ambiguous on the minimum base amount issue but resolved it through legislative history: when the Legislature incorporated the federal definition in 1991, the minimum base amount was integral to that definition. On aggregate gross receipts, the court held that since the Legislature expressly limited other formula components to Minnesota but omitted such limitation for that term, it meant federal worldwide receipts.
- When a state R&D tax credit statute incorporates 'base amount as defined in section 41(c) of the Internal Revenue Code' without restricting the reference to a specific paragraph, the incorporation includes the federal minimum base amount limitation in I.R.C. § 41(c)(2), where legislative history shows that limitation was integral to the federal concept at the time the Legislature enacted the cross-reference. (*799)
- Where a state statute expressly limits certain elements of an incorporated federal tax formula to state-specific amounts but omits any such limitation on the term 'aggregate gross receipts,' that term retains its federal (worldwide) meaning; the legislature's deliberate omission of limiting language for a particular formula element precludes a court from reading in such a limitation. (*800)
How the court reached its decision
The court's reasoning, step by step.
Whether Minnesota's R&D tax credit statute, by incorporating 'base amount as defined in section 41(c) of the Internal Revenue Code,' includes the federal minimum base amount limitation set forth in I.R.C. § 41(c)(2). The court found the statute ambiguous because I.R.C. § 41(c)(1) alone expressly states what 'base amount' means, supporting General Mills' narrow reading, but the Legislature cited all of section 41(c) without restriction, supporting the Commissioner's broader reading. Legislative history resolved the ambiguity: in 1991 when Minnesota incorporated I.R.C. § 41(c), that section contained only provisions integral to computing base amount—the general definition, the minimum base amount floor, the fixed-base-percentage calculation, and consistency requirements. The optional alternative credit provisions General Mills cited (§ 41(c)(4) and (5)) were added by Congress in 1996 and 2006, after the state's enactment, and therefore could not inform the Legislature's original intent. Minnesota Statutes § 290.068, subd. 2(c), incorporates the minimum base amount limitation in I.R.C. § 41(c)(2); General Mills' amended return improperly excluded that floor when recalculating the Minnesota R&D credit.
Whether the term 'aggregate gross receipts' in the fixed-base-percentage formula for Minnesota's R&D tax credit refers to Minnesota or federal (worldwide) aggregate gross receipts. The Legislature expressly modified 'qualified research expenses' (numerator of the fixed-base-percentage fraction) to exclude expenses for research outside Minnesota, limited 'average annual gross receipts' (the second component of the base amount formula) to Minnesota sales or receipts, and restricted 'qualified research' to Minnesota activities—but made no Minnesota-specific modification to 'aggregate gross receipts,' the denominator of the fixed-base-percentage fraction. At the federal level, 26 C.F.R. § 1.41-3(c)(1) defines 'gross receipts' as the total amount derived from all activities and all sources, i.e., worldwide receipts. The Commissioner's argument that using two different geographic scopes for 'gross receipts' within the same formula was absurd failed because the statute expressly distinguished 'aggregate gross receipts' from 'average annual gross receipts' and applied a Minnesota restriction only to the latter. For the 2011 tax year, 'aggregate gross receipts' in Minn. Stat. § 290.068, subd. 2(c), referred to federal (worldwide) aggregate gross receipts; the 2017 legislative amendment expressly limiting that term to Minnesota receipts was not retroactive and did not apply to the disputed tax year.
Key quotes from the opinion
Notable passages from the opinion, in the court's own words.
Cases the court relied on
Earlier decisions the court cited as authority for its ruling.
Full opinion
The complete text of the court's opinion as published.
Opinion of the Court
*793This case requires us to interpret Minnesota's research and development (R&D) tax credit statute.
FACTS
Relator General Mills is a Delaware corporation with its principal place of business in Minnesota. The company manufactures and markets branded consumer foods sold through retail stores, and supplies branded and unbranded food products to the foodservice and commercial baking industries. General Mills' principal R&D facilities are located in Minnesota.
Before turning to the facts of this appeal, we begin with an explanation of the tax credit provided for R&D expenses. Generally, R&D tax credits are provided to incentivize companies to increase R&D investments in a given tax year. By providing a credit to the taxpayer, Minnesota encourages "the creation of new products, new high-paying jobs, and new businesses" by "attract[ing] and retain[ing] ... high-tech industries" willing to conduct research within the state. See Michael B. Fishman & Karalee Ferreira, A Practical Guide to R&E Credits Offered at the State Level , J. Multistate Tax'n & Incentives, July 1999, at 14, 17 (1999).
Minnesota's R&D tax credit is calculated by subtracting a "base amount" of qualified research expenses (QREs) from the "qualified research expenses for the taxable year."
*794Because the credit is based on QREs above a "base amount" of those expenses, the calculation of a taxpayer's base amount is critical. Minnesota's R&D tax credit statute looks to federal law to define this term. See
Once the fixed-base percentage is calculated, the base amount is calculated by multiplying that percentage by "the average annual gross receipts of the taxpayer for the 4 taxable years preceding the taxable year for which the credit is being determined." I.R.C. § 41(c)(1). The product of this calculation results in a prior-year baseline of QREs in dollar terms against which the actual taxable year QREs are compared. As noted above, the tax credit is calculated as a percentage of the difference between the base amount and the taxable year QREs.
Two observations about this calculation are relevant to the parties' dispute in this case. First, the federal statute setting forth how the "base amount" is calculated also includes a "minimum base amount" limitation. I.R.C. § 41(c)(1)-(2). The "minimum base amount" sets a floor-50 percent of the QREs for the credit year-for the base amount. Accordingly, because the credit is based on the difference between the taxable year QREs and the base amount, the "minimum base amount" floor may have the effect of reducing the amount of the credit, particularly when the amount of QREs grows substantially in a given year.
Second, the larger the amount of "aggregate gross receipts" used as the denominator in the formula for calculating "fixed-base percentage," the larger the tax credit available to the taxpayer. This is so because the larger denominator means the fixed-base percentage (the ratio of QREs to total gross receipts) is lower. The impact of a lower fixed-base percentage is to lower the base amount (expressed in dollar terms). A lower base amount means that the difference between the base amount and the taxable year QREs is larger. And because the tax credit is calculated as a percentage of that difference, a larger difference means a larger tax credit. Stated more simply and practically, typically a taxpayer will prefer a larger amount of "aggregate gross receipts" as the denominator in the formula for calculating fixed-base percentage because it likely results in a larger tax credit.
General Mills claimed the Minnesota R&D tax credit on its timely filed Minnesota corporate franchise tax return for the tax year ending in 2011, claiming $1,112,772 as its credit. Respondent Commissioner of Revenue does not dispute either that General Mills was entitled to that tax credit or the amount of the credit.
In 2015, General Mills filed an amended 2011 Minnesota corporate franchise tax return based on a recalculation of its Minnesota R&D credit.
The Commissioner denied General Mills' refund claim and the company appealed to the Minnesota Tax Court. The tax court resolved the appeal on cross-motions for summary judgment. See General Mills, Inc. v. Comm'r of Revenue , No. 9016-R,
The parties stipulated that if General Mills prevailed on the aggregate-gross-receipts issue (which it did), and not on the minimum-base-amount issue (which it did not), "then [General Mills] is entitled to a total 2011 Minnesota R&D credit of $1,112,772, which is the same amount as the Commissioner previously allowed." Id. at *11 (internal quotation marks omitted). Accordingly, the tax court's decision meant that General Mills was not entitled to a larger tax credit or any refund on its amended 2011 tax return. Id.
General Mills sought our review on the minimum-base-amount question. The Commissioner cross-appealed on the aggregate-gross-receipts question.
ANALYSIS
Because the facts in this case are undisputed and our only task is to interpret a statute, our review is de novo. Manpower, Inc. v. Comm'r of Revenue ,
I.
We first address whether Minnesota has incorporated the federal minimum base amount limitation into the calculation of the R&D tax credit available under Minnesota law.
Minnesota's R&D tax credit is set forth in
A corporation ... [is] allowed a credit against the tax computed under this chapter for the taxable year equal to:
*796(a) ten percent of the first $2,000,000 of the excess (if any) of
(1) the qualified research expenses for the taxable year, over
(2) the base amount; and
(b) 2.5 percent on all of such expenses over $2,000,000.
Minnesota Statutes § 290.068, subd. 2(c), defines "base amount" as follows: " 'Base amount' means base amount as defined in section 41(c) of the Internal Revenue Code ...."
The federal statute, I.R.C. § 41(c), in turn, contains two relevant provisions discussing "base amount":
(1) In general
The term "base amount" means the product of-
(A) the fixed-base percentage, and
(B) the average annual gross receipts of the taxpayer for the 4 taxable years preceding the taxable year for which the credit is being determined ....
(2) Minimum base amount
In no event shall the base amount be less than 50 percent of the qualified research expenses for the credit year.
I.R.C. § 41(c)(1)-(2).
The parties' dispute focuses on paragraph (2) in the federal statute, and the term "minimum base amount." Specifically, the question is whether both paragraphs (1) and (2) in the federal statute are included in the reference to " section 41(c) of the Internal Revenue Code" in
The parties assert that the plain language of Minnesota's R&D tax credit statute supports their respective positions. We conclude, however, that the language of
One reasonable interpretation, advanced by General Mills, is that the phrase "as defined in," contained in subdivision 2(c), narrowly refers to only I.R.C. § 41(c)(1), because only paragraph (1) expressly provides what base amount means, i.e., defines the term by stating what it means in terms of a calculation. See I.R.C. § 41(c)(1) (stating that " 'base amount' means the product of" two other components) (emphasis added). This interpretation is reasonable because paragraph (1) in section 41(c) is the only paragraph that expressly states what the term "base amount" means.
The other reasonable interpretation, advanced by the Commissioner, is that both paragraphs (1) and (2) are part of "base amount" for purposes of Minnesota's R&D tax credit. This interpretation makes sense because the Legislature did not limit its incorporation of the federal definition of "base amount" to a specific paragraph; the statute simply says "41(c)." See
Both interpretations of
First, an interpretation of
General Mills disagrees, pointing out that in 2011, I.R.C. § 41(c) included other provisions that have nothing to do with calculating "base amount."
The legislative history of Minnesota's R&D tax credit provides a decisive response to this argument. When the Legislature first incorporated the federal concept of "base amount" in 1982-then called "base period research expenses"-what is now I.R.C. § 41(c) was simpler. See Act of Jan. 15, 1982, 3d Spec. Sess., ch. 2, art. 3, § 6, 1981 Minn. Laws 3d Spec. Sess. 16, 87-88 (codified at
In 1991, the Legislature amended section 290.068, incorporating the current version of I.R.C. § 41.
The outlier provisions to which General Mills points were not added until later. Congress added the optional alternative incremental credit in 1996. See Small Business Job Protection Act of 1996, Pub. L. No. 104-188,
In view of the clarity provided by the legislative history, when reading
*799In sum, to calculate the Minnesota R&D tax credit, Minnesota Statutes § 290.068, subd. 2(c), incorporates the "minimum base amount" limitation contained within I.R.C. § 41(c)(2).
II.
We now turn to the second issue. Once again,
At the federal level, for the 2011 tax year at issue, the Treasury Department defined the term "gross receipts" as "the total amount ... derived by the taxpayer from all its activities and from all sources ...."
General Mills urges us to use the federal meaning. It makes the straightforward argument that, in
We agree. The plain language of
Here, the Legislature expressly modified two aspects of the base amount formula to focus on Minnesota, the numerator of the fixed-base-percentage formula and the second half of the base amount formula, but did not modify "aggregate gross receipts," the denominator of the fixed-base-percentage formula. See
The Commissioner asserts that using federal "gross receipts" when referring to "aggregate gross receipts," but Minnesota "gross receipts" when referring to "average annual gross receipts," will result in two different meanings for the phrase "gross receipts" in the same mathematical formula. This argument is unpersuasive. The statute in effect in 2011 specifically provided that "average annual gross receipts must be calculated using Minnesota sales or receipts" but placed no such restriction on "aggregate gross receipts."
The Commissioner's other argument-that
Using federal (worldwide) aggregate gross receipts in the denominator to calculate the fixed-base percentage undoubtedly results in a smaller overall base amount, which in turn increases the size of the Minnesota R&D tax credit available to taxpayers.
In sum, we hold that the plain language of
CONCLUSION
For the foregoing reasons, we affirm the decision of the tax court.
Affirmed.
This case involves the 2011 tax year. Therefore, citations to Minnesota Statutes are to 2010-the laws in effect at the time-unless otherwise noted. The 2012 version of the Internal Revenue Code is cited because it did not change after the 2011 tax year.
Minnesota's R&D tax credit differs slightly today. Although it continues to provide a 10-percent credit on the first $2 million in QREs beyond the taxpayer's base amount, it now offers a 4-percent credit on any amount beyond the $2 million threshold. See
The parties do not dispute that this 16-percent maximum applies.
In 2010, the Legislature converted the R&D tax benefit into a refundable tax credit, making it more valuable to taxpayers like General Mills. Act of April 1, 2010, ch. 216, § 10,
In 2013, the Legislature reverted the R&D tax benefit to a nonrefundable credit. Act of May 23, 2013, ch. 143, art. 6, § 15,
General Mills' argument on this point is somewhat undermined by an internal inconsistency. Although it objects to the inclusion of the "minimum base amount" provision in I.R.C. § 41(c)(2) as part of the definition of "base amount," General Mills has no objection to including I.R.C. § 41(c)(3)(C), which increases the size of its tax credit, as part of the definition of "fixed-base percentage."
In 2017, the Legislature amended
We need not decide whether I.R.C. § 41(c)(4)-(5) (2012) are incorporated into Minnesota law through
General Mills supports its interpretation of
In 2017, the Legislature amended
Notably, the federal government does not align the geographic scope of "aggregate qualified research expenses" (the numerator in the "fixed-base percentage" fraction) with the geographic scope of "aggregate gross receipts." As noted, "aggregate gross receipts" are worldwide receipts.
Continue your research
- Minnesota cases applying the deliberate-omission canon in tax statutes post-Seagate
- Other state courts interpreting the scope of incorporation of I.R.C. § 41 into state R&D tax credit statutes
- Secondary sources analyzing Minnesota's 2017 amendment restricting aggregate gross receipts to Minnesota-only receipts and its prospective effect
Case-law data current through December 31, 2025. Source: CourtListener bulk data.