Tax Audit Protest and Appeal — Mississippi

Tax Audit Protest and Appeal (MISSISSIPPI)

Quick-Reference Summary

Part A — Informal Conference Request Letter

[LAW FIRM LETTERHEAD]
[Street Address]
[City], Mississippi [Zip]
Phone: [________________________________]
Email: [________________________________]
Mississippi Bar No.: [________________________________]

Date: [__/__/____]

SENT VIA:

☐ U.S. Mail — Certified, RRR (Tracking No. [____________])
☐ Email: [________________________________]
☐ TAP secure messaging
☐ Hand delivery — 500 Clinton Center Drive, Clinton

TO:

Mississippi Department of Revenue
[Audit Bureau — Sales/Use / Income / Withholding / Excise]
500 Clinton Center Drive
Clinton, MS 39056

Attn: [Auditor Name / Audit Supervisor]

Re: Request for Pre-Assessment Closing Conference

Dear [Auditor / Supervisor]:

1. Representation. Pursuant to Miss. Code Ann. § 27-3-79 and MDOR Form 21-002 Power of Attorney, the undersigned represents the above-referenced taxpayer for all matters in the pending audit. A completed Form 21-002 is attached.

2. Conference Request. Taxpayer respectfully requests a pre-assessment closing conference with the auditor, audit supervisor, and (if appropriate) MDOR Legal Counsel before issuance of any written proposed assessment. Preferred format:

☐ In person at MDOR Headquarters, 500 Clinton Center Drive, Clinton
☐ Microsoft Teams video conference
☐ Telephone at [_____________]
☐ Within [__] business days of this letter

3. Issues to be Addressed.

4. Documents Provided / to be Provided.

☐ General ledger and trial balance
☐ Sales tax returns
☐ Direct pay permits and exemption certificates (Miss. Reg. § 35.IV.3.07)
☐ Resale certificates
☐ Federal returns and Revenue Agent Reports
☐ Apportionment workpapers (Miss. Code Ann. § 27-7-23)
☐ Form 941s and state withholding records
☐ Vendor invoices and 1099s
☐ Other: [________________________________]

5. Statute of Limitations. Taxpayer ☐ has / ☐ has not executed a waiver extending the limitations period under Miss. Code Ann. § 27-7-49 or § 27-65-42. Taxpayer ☐ agrees / ☐ does not agree to extend the SOL.

6. Reservation of Rights. Nothing in this letter waives Taxpayer's right to (a) appeal any MDOR proposed assessment to the Board of Review within 60 days under § 27-77-5(1); (b) appeal any Board of Review order to the Mississippi Board of Tax Appeals within 60 days under § 27-77-5(2); (c) appeal any BTA order to chancery court within 60 days under § 27-77-7; or (d) pursue judicial relief under § 27-77-11. All rights are expressly reserved.

Respectfully submitted,

[ATTORNEY NAME], Mississippi Bar No. [____]
Counsel for [TAXPAYER]

Part B — Formal Protest / Petition

Part B.1 — Protest to MDOR Board of Review (Miss. Code Ann. § 27-77-5(1))

[LAW FIRM LETTERHEAD]

Date: [__/__/____]

SENT VIA: Certified Mail, RRR (Tracking No. [____________]) AND TAP secure messaging

TO:

Mississippi Department of Revenue
Board of Review
P.O. Box 22828
Jackson, MS 39225-2828
[OR: 500 Clinton Center Drive, Clinton, MS 39056]

Re: Written Protest of Proposed Assessment — Miss. Code Ann. § 27-77-5(1)

1. Identification of Taxpayer

2. Notice and Timeliness

2.1. On [__/__/____], MDOR issued the Written Notice of Proposed Assessment (the "Notice"), a true and correct copy of which is attached as Exhibit A.

2.2. The Notice asserts:

2.3. This Protest is filed on [__/__/____], the [__]th day after the Notice, and is therefore timely under Miss. Code Ann. § 27-77-5(1).

3. Statement of Facts

3.1. [Background — entity formation, residency, nature of business, tax year, returns filed.]

3.2. Audit chronology.

4. Issues Presented

4.1. Issue 1 — [Concise statement of issue].
4.2. Issue 2 — [Concise statement].
4.3. Issue 3 — [Concise statement].

5. Legal Argument

5.1. Standard of Review and Burden of Proof

Taxpayer bears the burden of proof (Mississippi State Tax Commission v. Mississippi-Alabama State Fair, 222 So. 2d 664 (Miss. 1969)). Tax-imposing statutes are construed strictly against the State; exemption statutes are construed against the taxpayer (Mississippi State Tax Commission v. Brown, 188 Miss. 483, 193 So. 794 (1940)).

The Board may not rely on informal MDOR "Fact Sheets" or unofficial guidance documents not promulgated through the Administrative Procedures Act (see Mississippi Dept. of Revenue v. Tennessee Gas Pipeline Co., BTA discussion noted in Hinds Cty. Ch. Ct.).

5.2. Issue 1 — [Heading]

[Argument.]

5.3. Issue 2 — [Heading]

[Argument.]

5.4. Issue 3 — Penalty Abatement

Penalty abatement under § 27-7-53 / § 27-65-39 for reasonable cause: [facts].

6. Procedural Elections

☐ Hearing before Board of Review requested
☐ Resolution on written submissions
☐ Settlement conference requested

7. Relief Requested

WHEREFORE, Taxpayer respectfully requests:

(a) Cancellation of the Proposed Assessment in full;
(b) Alternatively, reduction to $[______];
(c) Abatement of all penalties;
(d) Such further relief as is just and equitable.

8. Reservation of Rights

Taxpayer expressly reserves the right to appeal any Board of Review order to the Mississippi Board of Tax Appeals within 60 days under Miss. Code Ann. § 27-77-5(2), to appeal any BTA order to chancery court within 60 days under § 27-77-7, and to seek judicial relief under § 27-77-11.

9. Verification

I, [TAXPAYER OFFICER], verify under penalty of perjury under the laws of Mississippi that the statements herein are true and correct.

Executed [__/__/____] at [City], Mississippi.

_____________________________________
[TAXPAYER NAME]

Respectfully submitted,

_____________________________________
[ATTORNEY NAME], Mississippi Bar No. [____]
Counsel for Taxpayer

Part B.2 — Notice of Appeal to Mississippi Board of Tax Appeals (Miss. Code Ann. § 27-77-5(2))

BEFORE THE MISSISSIPPI BOARD OF TAX APPEALS

NOTICE OF APPEAL AND PETITION

(Miss. Code Ann. § 27-77-5(2); 35 Miss. Code R. 101-4)

PLEASE TAKE NOTICE that Appellant [TAXPAYER NAME], by and through undersigned counsel, hereby appeals to the Mississippi Board of Tax Appeals from the order of the MDOR Board of Review dated [__/__/____] in the above-referenced matter.

1. Appellant Information

2. Order Being Appealed

2.1. The order being appealed is the MDOR Board of Review order dated [__/__/____], docket number [____], a copy of which is attached as Exhibit A, sustaining tax of $[______], interest of $[______], and penalty of $[______].

3. Timeliness

3.1. This Notice of Appeal is filed within 60 days of the date the Board of Review mailed its order pursuant to Miss. Code Ann. § 27-77-5(2) and is therefore timely.

4. Statement of Facts

[Concise narrative — incorporate by reference Protest at Part B.1 and add procedural history before BOR.]

5. Errors of the Board of Review

5.1. Error 1 — [Description]: [Explanation of error.]
5.2. Error 2 — [Description]: [Explanation.]
5.3. Error 3 — [Description]: [Explanation.]

6. Argument for De Novo Review

The BTA conducts a de novo evidentiary hearing under Miss. Code Ann. § 27-77-5(2) and 35 Miss. Code R. 101-4. The taxpayer is not bound by the record before the Board of Review and may introduce new evidence.

[Legal argument on each issue.]

7. Relief Requested

WHEREFORE, Appellant respectfully requests that the BTA:

(a) Reverse the Board of Review order in full;
(b) Alternatively, modify to reduce the assessment to $[______];
(c) Order MDOR to refund $[______] of overpaid tax;
(d) Abate penalties for reasonable cause;
(e) Grant such further relief as is just.

8. Hearing Request

☐ Appellant requests an in-person hearing at the BTA's offices in Clinton/Jackson
☐ Appellant requests a remote hearing
☐ Appellant requests bifurcation of legal and factual issues
☐ Appellant requests a closed hearing for trade-secret/confidential business information

9. Verification

I, [TAXPAYER OFFICER], verify under penalty of perjury that the statements herein are true and correct.

Executed [__/__/____].

_____________________________________
[TAXPAYER NAME]

Respectfully submitted,

_____________________________________
[ATTORNEY NAME], Mississippi Bar No. [____]
[Law Firm], [Address], [Phone], [Email]
Counsel for Appellant

Certificate of Service: I certify that on [__/__/____] I served a copy of this Notice of Appeal on the Mississippi Department of Revenue, c/o Office of Legal Services, 500 Clinton Center Drive, Clinton, MS 39056, by certified mail, RRR.

_____________________________________
[ATTORNEY NAME]

Part C — Appeal Cover Letter to Tax Tribunal / Court

IN THE CHANCERY COURT OF [______] COUNTY, MISSISSIPPI
[FIRST JUDICIAL DISTRICT OF HINDS COUNTY]

Case No. [______]

PETITION FOR APPEAL FROM ORDER OF THE MISSISSIPPI BOARD OF TAX APPEALS
(Miss. Code Ann. § 27-77-7)

COMES NOW Petitioner [TAXPAYER NAME], by and through undersigned counsel, pursuant to Miss. Code Ann. § 27-77-7, and files this Petition for Appeal from the order of the Mississippi Board of Tax Appeals dated [__/__/____], and respectfully states:

1. Parties

1.1. Petitioner is [a resident of [____ County, Mississippi] / a corporation organized under the laws of [____] with its principal place of business at [____]].

1.2. Respondent Mississippi Department of Revenue is the state agency named as respondent under Miss. Code Ann. § 27-77-7(1).

2. Jurisdiction and Venue

2.1. This Court has jurisdiction over this appeal under Miss. Code Ann. § 27-77-7(2).

2.2. Venue is proper because:

☐ Petitioner has a place of business in [______ County]
☐ Petitioner is a resident of [______ County]
☐ First Judicial District of Hinds County (always permitted)

3. Timeliness

3.1. The BTA issued its order on [__/__/____] (mailed [__/__/____]). This Petition is filed on [__/__/____], within 60 days of the BTA's mailing date as required by Miss. Code Ann. § 27-77-7(1).

4. BTA Order Being Appealed

4.1. The BTA order being appealed, attached as Exhibit 1, sustained tax of $[______], interest of $[______], and penalty of $[______] for [tax type] for tax period(s) [______].

5. Statement of Facts

[Procedural history through MDOR audit, Board of Review hearing, BTA hearing. Operative facts.]

6. Payment / Bond (Miss. Code Ann. § 27-77-7)

☐ Petitioner has paid the uncontested portion of $[______] and posts this Petition with payment of the contested portion under protest pursuant to § 27-77-7
☐ Petitioner has filed a surety bond in the amount of $[______] (twice the disputed amount) with the Clerk of this Court
☐ Petitioner seeks a refund of overpaid tax and tenders the allegation required by § 27-77-7(1) that Petitioner alone bore the burden of the tax

7. Statement of Refund/Burden Allegation (if applicable)

7.1. For any refund or credit of tax other than income or franchise tax, Petitioner alleges that Petitioner alone bore the burden of the tax sought to be refunded and did not directly or indirectly collect the tax from anyone else, except as exempted by § 27-77-7(1) for payroll withholding incentives and similar economic benefits.

8. Issues for De Novo Review

8.1. Issue 1: [Concise statement.]
8.2. Issue 2: [Concise statement.]
8.3. Issue 3: [Concise statement.]

9. Standard of Review

This Court conducts de novo review of the BTA's findings under controlling Mississippi authority (Equifax, Inc. v. Mississippi Dept. of Revenue, 125 So. 3d 36 (Miss. 2013)).

10. Relief Requested

WHEREFORE, Petitioner respectfully prays for judgment:

(a) Reversing the BTA order;
(b) Ordering refund of $[______] plus statutory interest;
(c) Declaring [legal issue];
(d) Awarding costs of suit;
(e) Granting such further relief as is just and equitable.

Respectfully submitted,

_____________________________________
[ATTORNEY NAME], Mississippi Bar No. [____]
[Law Firm]
[Address] · [Phone] · [Email]
Counsel for Petitioner

Certificate of Service: I certify that on [__/__/____] I served the Mississippi Department of Revenue and the Executive Director of the Board of Tax Appeals by certified mail and personal service.

_____________________________________
[ATTORNEY NAME]

Part D — Pre-Filing Checklist

D.1. Deadline Calendar (Multi-Tier)

☐ Date of MDOR Proposed Assessment: [__/__/____]
☐ 60-day Board of Review deadline: [__/__/____]
☐ Date of Board of Review Order: [__/__/____]
☐ 60-day BTA appeal deadline: [__/__/____]
☐ Date of BTA Order (mailed): [__/__/____]
☐ 60-day chancery court appeal deadline: [__/__/____]
☐ Tickler entries at each tier with 30/14/7-day reminders
☐ Special: if non-tax (ABC permit, IFTA/IRP, tag): 30 days under § 27-77-13

D.2. Engagement and Authority

☐ Engagement letter signed
☐ MDOR Form 21-002 Power of Attorney executed
☐ Mississippi bar admission verified; pro hac vice via M.R.A.P. 46 if needed
☐ Conflict check completed

D.3. Documentary Record

☐ MDOR proposed assessment with date
☐ MDOR workpapers obtained via Mississippi Public Records Act request (§ 25-61-1 et seq.)
☐ All IDRs and responses
☐ Federal returns and Revenue Agent Reports
☐ Mississippi returns for all years at issue
☐ Apportionment workpapers (Miss. Code Ann. § 27-7-23)
☐ Sales tax direct pay permits and exemption certificates
☐ Reasonable cause documentation
☐ Bank statements and 1099s

D.4. Substantive Analysis

☐ SOL verified (§§ 27-7-49, 27-65-42): 3 / 6 / unlimited
☐ Each adjustment categorized as factual / legal / mixed
☐ Mississippi Supreme Court / Court of Appeals research
☐ Mississippi Department of Revenue regulations (35 Miss. Admin. Code Parts III, IV, etc.)
☐ MDOR Notices, Technical Advice Memoranda, and Letter Rulings
☐ Constitutional issues (Miss. Const. art. 4, § 112 uniformity; Commerce Clause; Due Process)
☐ Apportionment / market-based sourcing issues
☐ Verify "officially adopted publication" status of any MDOR guidance under § 27-77-5(6)(b) (see Tennessee Gas Pipeline — Fact Sheets are not entitled to deference)

D.5. Board of Review Protest Contents

☐ Identification of taxpayer
☐ Identification of proposed assessment (date, account ID)
☐ Statement of timeliness
☐ Statement of facts
☐ Issues
☐ Argument
☐ Relief requested
☐ Hearing election
☐ Reservation of rights
☐ Verification

D.6. BTA Appeal Contents

☐ Identification of Board of Review order
☐ Statement of timeliness (60 days from BOR order)
☐ Errors of Board of Review
☐ Statement of facts (de novo, full record)
☐ Argument
☐ Hearing election
☐ Confidentiality election if needed

D.7. Chancery Court Petition Contents

☐ Caption and case number
☐ Parties and jurisdiction (§ 27-77-7(2))
☐ Venue selection (place of business / residence / Hinds County 1st JD)
☐ Timeliness (60 days from BTA mailing)
☐ BTA order attached
☐ Pay-under-protest OR bond posted
☐ Refund burden allegation if applicable (§ 27-77-7(1))
☐ Issues and prayer
☐ Filed within 60-day window
☐ Service on MDOR and BTA Executive Director

D.8. Filing and Service

☐ Protest to Board of Review: certified mail to MDOR P.O. Box 22828 OR Clinton address
☐ BTA appeal: certified mail to BTA Executive Director
☐ Chancery petition: physical filing with chancery clerk; service via Miss. R. Civ. P. 4
☐ Copies served on MDOR Office of Legal Services
☐ Tracking numbers and filed-stamped copies retained

D.9. Collection and Payment

☐ Collection stayed during BOR/BTA pendency under § 27-77-9
☐ Strategic decision on payment vs. bond for chancery appeal
☐ Interest continues to accrue — calculate exposure
☐ MDOR tax liens (§ 27-7-71) monitored

Sources and References

• Miss. Code Ann. Title 27 Chapter 77 (Administrative procedures for appeals of taxes): https://law.justia.com/codes/mississippi/title-27/chapter-77/
• Miss. Code Ann. § 27-77-5: https://law.justia.com/codes/mississippi/title-27/chapter-77/section-27-77-5/
• Miss. Code Ann. § 27-77-7: https://codes.findlaw.com/ms/title-27-taxation-and-finance/ms-code-sect-27-77-7/
• 35 Miss. Code R. Part 101 (Department of Revenue General Administrative Rules): https://www.dor.ms.gov/laws-regulations
• 35 Miss. Code R. 101-4.23 (Time Periods for Appeals): https://www.law.cornell.edu/regulations/mississippi/35-Miss-Code-R-SS-101-4-23
• Mississippi Department of Revenue: https://www.dor.ms.gov
• TAP Online: https://tap.dor.ms.gov
• Mississippi Board of Tax Appeals: https://www.bta.ms.gov
• Equifax, Inc. v. Mississippi Dept. of Revenue, 125 So. 3d 36 (Miss. 2013) (de novo standard in chancery court)
• Mississippi State Tax Commission v. Mississippi-Alabama State Fair, 222 So. 2d 664 (Miss. 1969) (burden of proof)
• Mississippi State Tax Commission v. Brown, 188 Miss. 483, 193 So. 794 (1940) (strict construction)
• Mississippi Dept. of Revenue v. Tennessee Gas Pipeline Co. (BTA / Hinds County Chancery — deference to Fact Sheets)

This template is provided for informational purposes only and is not legal advice. Mississippi tax appeal deadlines are strict and jurisdictional. Always confirm current statutes, regulations, and case law before filing. Consult a qualified Mississippi attorney admitted to the Mississippi Bar.