PRESENT: Hassell, C.J., Keenan, Koontz, Lemons, Agee,∗

 and 

Goodwyn, JJ., and Russell, S.J. 

VIRGINIA CELLULAR LLC 

v. Record No. 071895 OPINION BY 

JUSTICE S. BERNARD GOODWYN 

VIRGINIA DEPARTMENT OF TAXATION September 12, 2008 

FROM THE CIRCUIT COURT OF THE CITY OF RICHMOND 

Margaret P. Spencer, Judge

 In this appeal, we consider whether the minimum tax 

imposed upon telecommunications companies pursuant to Code 

§ 58.1-400.1 is applicable to noncorporate 

telecommunications companies. 

 The Virginia Department of Taxation (the “Department”) 

determined that Virginia Cellular LLC (“Virginia Cellular”), 

a limited liability company, was subject to the minimum tax 

imposed upon telecommunications companies pursuant to Code 

§ 58.1-400.1. Virginia Cellular filed an administrative 

appeal of the Department’s determination with the Tax 

Commissioner pursuant to Code § 58.1-1821. The Tax 

Commissioner upheld the Department’s assessment against 

Virginia Cellular. Pursuant to Code § 58.1-1825(D), 

Virginia Cellular subsequently filed an application for 

relief with the Circuit Court of the City of Richmond. The 

 ∗

 Justice Agee participated in the hearing and decision 

of this case prior to his retirement from the Court on June 

30, 2008. 
circuit court found that the minimum tax applied to Virginia 

Cellular. Virginia Cellular appeals. 

FACTS

 Virginia Cellular is a telecommunications company with 

a limited liability company business structure. During the 

years 2001, 2002, 2003, and 2004, Virginia Cellular filed a 

Virginia Telecommunications Companies Minimum Tax and Credit 

Schedule, Form 500-T. Based upon its status as a passthrough tax entity, Virginia Cellular did not, however, 

report any tax liability under Code § 58.1-400.1, claiming 

an exemption from that minimum tax. 

 The Department performed an audit of Virginia 

Cellular’s returns and concluded that Virginia Cellular was 

subject to the minimum tax imposed by Code § 58.1-400.1. 

The Department assessed Virginia Cellular with the minimum 

tax, along with penalties and interest, for all four years. 

 Challenging the applicability of the minimum tax 

imposed by Code § 58.1-400.1 to pass-through entities such 

as itself, Virginia Cellular filed an administrative appeal 

with the Tax Commissioner. The Tax Commissioner upheld the 

Department’s tax assessment, finding that pursuant to 23 VAC 

§ 10-120-89, a regulation promulgated by the Department, 

Code § 58.1-400.1 imposes a minimum tax on all 

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telecommunications companies, corporations and pass-through 

tax entities alike. 

 Virginia Cellular filed an “Application for Correction 

of Erroneous Assessment on Telecommunications Companies” in 

the Circuit Court of the City of Richmond. In the circuit 

court proceedings, Virginia Cellular and the Department 

agreed that, during the relevant time period, Virginia 

Cellular was a telecommunications company as defined by Code 

§ 58.1-400.1(D) and that it was not a corporation, but 

rather a limited liability company taxed as a partnership 

and pass-through entity pursuant to Virginia income taxation 

laws. Because there were no facts in dispute and the issues 

were purely legal, the parties agreed to resolve the matter 

by summary judgment. 

 After hearing argument on the motion for summary 

judgment, the circuit court found that “[t]he minimum tax 

provision [was] applicable to all telecommunications 

companies, whether such telecommunications companies are 

corporations or limited liability companies taxed as 

partnerships or pass-through entities.” Additionally, the 

circuit court found that “[t]he Department’s regulation, 23 

VAC § 10-120-89 (2006), [was] valid.” 

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ANALYSIS

 Virginia Cellular argues that the plain meaning of Code 

§ 58.1-400.1 is that pass-through entities are not subject to 

the minimum tax on telecommunications companies imposed 

pursuant to Code § 58.1-400.1. It further contends that 23 

VAC § 10-120-89 is invalid because it is contrary to the 

plain language of Code § 58.1-400.1 and thus is “plainly 

inconsistent with applicable provisions of law,” empowering 

the court to invalidate the provision under Code § 58.1-205. 

We agree. 

 Because statutory interpretation presents a pure 

question of law, it is subject to de novo review by this 

Court. Ainslie v. Inman, 265 Va. 347, 352, 577 S.E.2d 246, 

248 (2003). It is the Court’s duty to construe the law as 

written in the Virginia Code. Hampton Roads Sanitation Dist. 

Comm’n v. City of Chesapeake, 218 Va. 696, 702, 240 S.E.2d 

819, 823 (1978). When interpreting statutes, courts 

“ascertain and give effect to the intention of the 

legislature.” Chase v. DaimlerChrysler Corp., 266 Va. 544, 

547, 587 S.E.2d 521, 522 (2003). That intent is usually 

self-evident from the words used in the statute. See id. 

Therefore, courts must apply the plain language of a statute 

unless the terms are ambiguous or applying the plain language 

4
would lead to an absurdity. Boynton v. Kilgore, 271 Va. 220, 

227, 623 S.E.2d 922, 926 (2006). 

 The General Assembly has established the framework for 

assessing and collecting taxes in Virginia through the 

enactment of Title 58.1 of the Code of Virginia (“Tax Code”). 

Chapter 3 of Title 58.1 addresses the manner in which income 

of various entities may be taxed by the Commonwealth 

(“Chapter 3” or “Income Tax Code”). Chapter 3, through 

distinct statutory articles, identifies a variety of entities 

subject to income tax, including but not limited to 

individuals (Code §§ 58.1-320 through 58.1-326 (“Article 

2”)), partnerships/pass-through entities (Code §§ 58.1-390 

through 58.1-395 (“Article 9”)), and corporations (Code 

§§ 58.1-400 through 58.1-421 (“Article 10”)). 

 Code § 58.1-400, contained in Article 10, states as 

follows: 

 A tax at the rate of six percent is hereby 

annually imposed on the Virginia taxable income 

for each taxable year of every corporation 

organized under the laws of the Commonwealth and 

every foreign corporation having income from 

Virginia sources. 

 Code § 58.1-400.1(A), also contained in Article 10, 

states the following: 

 A telecommunications company shall be subject 

to a minimum tax, instead of the corporate income 

tax imposed by § 58.1-400, at the applicable rate 

on its gross receipts for the calendar year which 

5
ends during the taxable year if the tax imposed by 

§ 58.1-400 is less than the minimum tax imposed by 

this section. 

 The Department promulgated a regulation, 23 VAC § 10-

120-89, related to the interpretation and enforcement of Code 

§ 58.1-400.1; 23 VAC § 10-120-89 states the following: 

Unless specifically exempt under § 58.1-401 of the 

Code of Virginia, every telecommunications company 

certified as such by the SCC is subject to the 

minimum tax even though it may be exempt from, or 

not subject to, the corporate income tax under 

§ 58.1-400 of the Code of Virginia. 

 Code § 58.1-400 and Code § 58.1-400.1 are contained in 

Article 10 of Chapter 3 in Title 58.1. Article 10 is 

entitled, “Taxation of Corporations.” The income tax imposed 

by Code § 58.1-400 is an income tax for corporations only; it 

is not an income tax on partnerships or pass-through 

entities. Code § 58.1-400.1 states that telecommunications 

companies shall be subject to a minimum tax instead of the 

corporate tax imposed by Code § 58.1-400; the minimum tax 

imposed by Code § 58.1-400.1 must be calculated in relation 

to and as an alternative to the regular corporate income tax 

imposed by Code § 58.1-400. Because the minimum tax is to be 

paid instead of the corporate tax, it is implied that the 

minimum tax imposed by Code § 58.1-400.1 only applies to 

corporations. Reading Code §§ 58.1-400 and 58.1-400.1 

together, the plain language of those statutes indicates that 

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the minimum tax was not intended to apply to entities such as 

Virginia Cellular, which are not required to pay a corporate 

tax. 

 A construction of Code § 58.1-400.1 as imposing a tax 

upon pass-through entities would conflict with Code § 58.1-

390.2. Code § 58.1-390.2, contained in Article 9, provides: 

 Except as provided for in this article, 

owners of pass-through entities shall be liable 

for tax under this chapter only in their separate 

or individual capacities. 

 Courts employ rules of statutory construction when the 

plain language of two or more statutes conflict. See, e.g., 

Wertz v. Grubbs, 245 Va. 67, 70, 425 S.E.2d 500, 501 (1993). 

Whenever “a given controversy involves a number of related 

statutes, they should be read and construed together in order 

to give full meaning, force, and effect to each.” Ainslie, 

265 Va. at 353, 577 S.E.2d at 249; see also Ragan v. 

Woodcroft Village Apts., 255 Va. 322, 325, 497 S.E.2d 740, 

742 (1998) (statutes will be accorded “a meaning that does 

not conflict with any other statute”). 

 Code § 58.1-390.2 clearly states that the Department may 

only tax the owners of a pass-through entity in a manner 

consistent with Article 9. The minimum tax imposed by Code 

§ 58.1-400.1 is located within Article 10, not within Article 

9. Nothing in Article 9 mentions the minimum tax, and 

7
nothing in Code § 58.1-400.1 specifically applies the minimum 

tax to noncorporate telecommunications companies. Thus, even 

if Code § 58.1-400.1 were ambiguous concerning its 

applicability to telecommunications companies organized as 

pass-through entities, harmonizing Code § 58.1-390.2 with 

Code § 58.1-400.1 dictates excluding pass-through 

telecommunications companies such as Virginia Cellular from 

the minimum tax. We hold that the trial court erred in 

finding that the tax imposed by Code § 58.1-400.1 is 

applicable to all telecommunications companies whether such 

companies are corporations or pass-through entities. 

 If the language of a statute is clear and unambiguous, 

this Court will not sustain a regulatory interpretation that 

is inconsistent with the statute. General Motors Corp. v. 

Dep’t of Taxation, 268 Va. 289, 293, 602 S.E.2d 123, 125 

(2004). Code § 58.1-205 states that this Court should 

sustain regulations unless those regulations are unreasonable 

or plainly inconsistent with applicable provisions of the 

law. We hold that 23 VAC § 10-120-89 is inconsistent with 

Code § 58.1-400.1 to the extent that it imposes the minimum 

tax provided for under Code § 58.1-400.1 upon pass-through 

entities. Therefore, the circuit court erred in upholding 

the validity of 23 VAC § 10-120-89. 

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9

 For the foregoing reasons, we reverse the judgment of 

the trial court and enter final judgment for Virginia 

Cellular LLC. 

Reversed and final judgment.