dissenting.
This appeal by the taxpayer, Fedders Financial Corporation (Fedders Financial or taxpayer), challenges the determination by the Tax Court of New Jersey affirming an assessment imposed by the defendant, Director of the New Jersey Division of Taxation (Director). The taxpayer is a wholly owned subsidiary of Fedders- Corporation and owns all of the stock of Fedders Capital, N.V. (Fedders Capital or subsidiary), a Netherlands Antilles Corporation. The narrow legal issue in this case is whether a debt owed by Fedders Financial to its subsidiary, Fedders Capital, constitutes an indebtedness that is owed indirectly by Fedders Financial to its own parent, Fedders Corporation, within the meaning of the New Jersey Corporation Business Tax Act, N.J.S.A. 54:10A-1 et seq. (Act). The characterization of the debt as indebtedness owed indirectly to the parent corporation under the Act results in the disallowance of that liability in computing net worth, thereby increasing the taxable net worth of the taxpayer. Further, pursuant to the Act, it results in the disallowance of ninety per cent of the interest expense related to such indebtedness as a deduction in computing the taxpayer’s entire net income, thereby increasing the taxpayer’s taxable income.
I would affirm the determination of the Director, the Tax Court and the Appellate Division that Fedders Financial, in computing its tax liability under the Act, should have included, as part of its net worth pursuant to N.J.S.A. 54:10A-4(d) and 4(e), the debt owed to the taxpayer’s wholly owned subsidiary. I would also uphold the corollary determination that the taxpay*395er should not have deducted, in calculating “net income” under N.J.S.A. 54:10A-4(k)(2)(E) and 4(e), ninety per .cent of the interest on the debt owed the subsidiary. I therefore dissent from the opinion of the majority.
I
The facts are not disputed. The taxpayer, Fedders Financial, itself a wholly owned subsidiary of Fedders Corporation, owns all of the stock of Fedders Capital, its subsidiary. The taxpayer was created by Fedders Corporation to finance the wholesale and retail commercial paper generated by the sale of air conditioners and other products manufactured by Fedders Corporation. Fedders Capital was formed by Fedders Corporation as the wholly owned subsidiary of the taxpayer solely for the purpose of raising money on behalf of the taxpayer through sources in the European Common Market. This corporate structure, created to obtain foreign financing for taxpayer, was devised and utilized in order to gain certain federal tax benefits. Under the federal scheme, the taxpayer could take advantage of certain provisions that do not require the withholding of federal income taxes on interest paid by a foreign corporation to foreign lenders. Thus, the subsidiary here, Fedders Capital, was organized as a foreign corporation by Fedders Corporation, the parent of the taxpayer, Fedders Financial, in order to borrow moneys for the taxpayer’s benefit from foreign lenders without withholding federal income taxes on the interest paid on such financing.
The taxpayer filed corporation business tax returns with the Director for fiscal years 1972 to 1974. Following an audit of those returns, the Director issued a deficiency assessment on the ground that the indebtedness owed by taxpayer was includible in its net worth pursuant to N.J.S.A. 54:10A-4(d) and -4(e) and that ninety per cent of the interest expense relating to the indebtedness was not deductible in calculating the plaintiff’s *396entire net income base in accordance with N.J.S.A. 54:10A-4(k)(2)(E) and 4(e). That determination generated this appeal.
As noted, the sole issue in this case is the tax treatment of the debt owed by taxpayer to its subsidiary for the tax years in question and whether that debt is to be considered an includible indebtedness under the Act. The results of such a determination are twofold: (1) if the indebtedness is not considered a valid liability for statutory net worth tax purposes, it is not allowed as a deduction from the taxpayer’s net worth tax base; (2) if the indebtedness is disallowed as a deduction from taxable net worth, then ninety per cent of the interest expense incurred with regard to this- debt is disallowed as an expense in computing the taxpayer’s statutory net income tax base.1
II
The Act is a franchise tax exacted by the State of New Jersey from every domestic and foreign corporation. The tax is imposed upon corporations for the privilege of doing business, employing or owning capital or property, or maintaining an office in this State, N.J.S.A. 54:10A-2. It is not a tax on underlying property or assets or income of the corporation but upon the corporation’s franchise or privilege of operating in the state. Accordingly, the tax is computed or measured by percentages of a net worth tax base and a net income tax base. N.J.S.A. 54:10A-4(d) and. 4(k).
*397The scope of the indebtedness provision at issue was fully considered in Werner Machine Co., Inc. v. Zink,2 6 N.J.Super. 188, 193 (App.Div.1950):
So that corporations holding extensive assets may not, by borrowing money from large stockholders (which in reality increases their operating capital), reduce their reported net worth and avoid payment of a higher franchise tax, provision was made to include as net worth all indebtedness owing directly or indirectly to owners of ten per centum (10%) or more of the aggregate stock of the debtor corporation.
The justification, therefore, for including indebtedness owed by the taxpayer corporation to a ten per cent or more stockholder inheres in the fact that such indebtedness could potentially conceal contributions to capital. A direct contribution to a corporation’s capital by a stockholder would result in an increase in the corporation’s net worth and, concomitantly, in an increase in the net worth tax. The same contribution by a stockholder, couched in the form of a loan, however, could be reflected on the corporation’s books as a liability, and, thereby, would not be included in the corporation’s net worth tax base. Further, the interest paid on such a putative loan could be regarded as an income expense and taken as a deduction in computing the entire net income tax base. Prompted by these considerations, the Legislature determined to classify specially debt that is owed by a corporate taxpayer to a stockholder owning ten per cent or more of the corporate stock and to treat any indebtedness in this narrow classification as a nondeductible liability in measuring the capital or net worth tax base, and, further, to disallow ninety per cent of the interest expense attributable to debts in this class as a deduction from the entire net income tax base.
In Kingsley v. Hawthorne Fabrics, Inc., 41 N.J. 521 (1964), the Court approved the analysis presented in Werner Machine, supra, 6 N.J.Super. 188, and further recognized that the Legis*398lature had provided a bright line test in enacting the indebtedness provision. The Legislature did not provide merely a rebuttable presumption that indebtedness owed to an owner of ten per cent or more of the corporate stock should be considered the equivalent of equity capital. Rather, such a presumption was conclusive; it was not subject to rebuttal by allegations that the liability was bona fide or originated for valid business reasons or that it was not created simply to conceal capital contributions.
The statute imposes a franchise tax upon all corporations doing business within New Jersey, measured by the “net worth” of the taxpayer corporation. In order to effect a proportionately equal tax burden on all corporations, provision was made to include in net worth all indebtedness owing directly or indirectly to a 10% stockholder or to “members of his immediate family” for the reason that in reality such loans or extensions of credit usually are contributions to capital and hence should not be treated as liabilities in calculating the net worth for the purpose of this tax. See Werner Machine Co., Inc. v. Zink, 6 N.J.Super. 188 (App.Div.1950). In other words, N.J.S.A. 54:10A-4(e) conclusively presumes that a corporate indebtedness owing to a 10% stockholder or a member of his immediate family is equity capital. The Legislature apparently thought that loans made or credit extended' by certain persons close to the stockholder should be presumed to have been made as a result of the relationship between them and the control probably exercised by the stockholder over the creditor by reason thereof. In short, the statute thwarts such manipulation or maneuvering by the stockholder to reduce the amount of the tax.
[Kingsley v. Hawthorne Fabrics, Inc., supra 41 N.J. at 525-26.]
Applying this bright line test, courts have held that a variety of legitimate obligations, such as the temporary accrual of interest, Werner Machine Co., Inc. v. Zink, supra, 6 N.J.Super. 188, and accrued salaries, bonuses and dividends, Cliffside Dyeing Corp. v. Zink, 6 N.J.Super. 185 (App.Div.1950), that were owed to stockholders holding ten per cent or more of the taxpayer’s outstanding stock fell within the narrow statutory classification and constituted indebtedness properly disallowed in calculating taxable net worth. Notwithstanding that the debt3 in each of these cases was clearly not incurred in order to *399conceal contributions to capital or for improper business reasons, the indebtedness came within the special statutory classification and was disallowed as a deduction from taxable net worth for purposes of the Act.
The Werner Machine court viewed the phrase “directly or indirectly owing” as “intended to provide for a situation where a stockholder, otherwise coming within the statutory language, might extend credit to the corporation either personally or through an instrumentality managed or controlled by him, thus making such a loan includible in the tax base.” 6 N.J.Super. at 194. In short, the test that was developed for includibility of indebtedness owed to stockholders, as well as debts between related corporations, is a bright line test of “nexus and control.” Skyline Industries, Inc. v. Director, Div. of Taxation, 3 N.J.Tax 612 (1981).
The judicial understanding of the legislative language and purpose is confirmed by the consistent and continuous administrative interpretation and application of the Act. The Director, pursuant to N.J.S.A. 54:10A-27, adopted N.J.A.C. 18:7-4.5(d) to effectuate the legislative intent with regard to intercorporate indebtedness. It provides:
In the case of a creditor, corporate or otherwise (other than an individual), including an estate, trust or other entity, indebtedness, if not includible by *400reason of direct ownership of taxpayer’s stock by such creditor, shall be includible if both the taxpayer and the creditor are substantially owned or controlled directly or indirectly by the same interests, or where the creditor is controlled, directly or indirectly by interests, including members of the immediate family of stockholders, which in the aggregate hold ten per cent or more of the taxpayer’s outstanding shares of capital stock of all classes. For the purpose of determining the .degree of stock ownership of a corporate creditor, all the shares of the taxpayer’s capital stock held by all corporations bearing the relationship of parent, subsidiary or affiliate of the corporate creditor shall be aggregated. [Emphasis supplied.]
This regulation reflects the position of the Division of Taxation, followed since enactment of the Act, that all liabilities owed by a taxpayer to an affiliated corporation that is either vertically or horizontally related to the taxpayer through a common parent constitute taxable indebtedness. It accurately mirrors the interpretation of the court in Werner Machine, supra, 6 N.J.Super. 188, which, as noted, expressly considered the meaning of the statutory phrase “directly or indirectly” in the context of the indebtedness provision. The Director thus clearly recognized, as did the court, that this kind of indebtedness could be easily created indirectly by means of the stockholder’s use of interrelated corporate instrumentalities, rather than by making a direct loan to a subsidiary corporation.
This interpretation must be accorded deference, since it reflects the understanding long held by the courts and actually applied by the responsible administrative body. It is well established that a continuous course of practical construction and application of a tax statute by the responsible taxing agency is a factor of potent relevancy in the judicial interpretation of the law. Public Service Electric & Gas Co. v. Woodbridge Tp., 73 N.J. 474, 481 (1977); Lloyd v. Vermeulen, 22 N.J. 200 (1956); Hoeganaes Corp. v. Director, Div. of Taxation, 145 N.J.Super. 352, 360 (App.Div.1976); J.B. Williams, Inc. v. Glaser, 114 N.J.Super. 156, 160 (App.Div.1971).
A further indicator of the correctness of the Director’s understanding of the tax provision and its application in this case is the recent amendment to the Act, L.1979, c. 76. The Legislature, as a result of applying the Act to financial business *401corporations,4 provided an exception for such corporations under the Act’s special indebtedness provision. Thus, L. 1979, c. 76, amended N.J.S.A. 54:10A-4(d)(5) (defining net worth) by providing that
In the case of financial business corporations which are funded through debt from affiliated corporations, the debt to the affiliated corporations is not to be considered as “net worth.” [Emphasis supplied.]
A complementary provision was inserted under the net income tax section that provided that indebtedness interest may be deducted
[i]n full to the extent that it relates to debt of a financial business corporation owed to an affiliate corporation; provided that such interest rate does not exceed 2% over prime rate .... [N.J.S.A. 54:10A—4(k)(2)(E)(iii).]
The amendment to the indebtedness provisions of the Act5 is relevant in understanding the legislative intent. Nagy v. Ford Motor Co., 6 N.J. 341, 348 (1951); Essex Cty. Retail Liquor Stores Assoc. v. Municipal Bd. of Alcoholic Beverage Control of Newark, 77 N.J.Super. 70, 78 (App.Div.1962); 1A Sutherland Statutory Construction § 22.30 (Sands 4th ed. 1973). It tends to confirm a basic, historical legislative understanding that debts, and the interest paid on debts, between affiliated corporations should be disregarded as deductions in computing the net worth and net income tax bases. Further, the amendment effectuates a substantive change of the franchise tax. Clearly the amendment to the special indebtedness provisions of the Act would have been unnecessary if the statutory definition of indebtedness owed directly or indirectly to a ten per cent or more stockholder did not already include indebtedness arrangements between affiliated corporations.
*402This interpretation is further supported by reason and logic. Ultimate control of the indebtedness is the critical feature the Act is designed to address. Consequently, the provision should apply to debts between subsidiaries. From the standpoint of essential control of the obligation, debts between subsidiaries for these tax purposes are no different from debts between subsidiary and parent. In both instances the parent, through its ownership, can dominate the destiny of the debt within the corporate family regardless of the intercorporate arrangements, understanding, or operations.
The “nexus and control” test requires a factual analysis of the ownership relationships between the creditor and the debt- or, and not of the origins or purposes of the debt. Here, the Director and the Tax Court concluded, based upon all of the information contained in the record, that Fedders Financial is in fact sufficiently controlled by Fedders Corporation to render the indebtedness includible in taxpayer’s net worth tax base. This ultimate factual conclusion — the overriding corporate control by Fedders Corporation of its corporate child and grandchild — is not disputed and dictates the tax consequences recognized by the Director.
This result not only comports with the language of the statute, but also advances the policies that inspired the passage of the special indebtedness provision. The Director and the Tax Court were mindful of the manipulative opportunities that the Act was intended to foreclose. The effectuation of this legislative purpose mandates that the Act apply to debts between subsidiaries, just as to debts between subsidiary and parent, as the opportunity for manipulation through paramount corporate control exists in both contexts.
The majority rejects this conclusion by insisting that the literal meaning of the phrase “indebtedness owing directly or indirectly” under N.J.S.A. 54:10A-4(d) refers only to a debt owed to the parent corporation. Ante at 388-390. It observes that the .purpose of the special indebtedness provision *403was to “provide some correction” as to corporations holding or controlling substantial assets but reporting a disproportionately reduced net worth, citing New Jersey Commission of State Tax Policy, Second Report 101 (1947). Ante at 391. The Court concedes that the legislative intent was to recognize the “real capitalization” of a corporation by including debt “furnished directly or indirectly by the parent.” Ibid. The majority even acknowledges “the consistent position of the Director that all indebtedness owed by a taxpayer corporation to an affiliated corporation ... should be factored into the computation of a taxpayer’s net worth tax base.” Ante at 384. Nevertheless, the Court rejects this understanding, consistently advanced by the administrators charged with the enforcement of the Act. In terms of the purpose of the special indebtedness provision, the Court does not explain why a debt owed indirectly to the parent would not include a debt owed to an affiliated corporation owned and controlled by the parent. In the final analysis the Court’s result is based upon resort to a judicially created “rule” of construction that in cases of doubt tax statutes are to be construed strictly in favor of the taxpayer. Ante at 384-385.
Application of this presumptive canon in the context of this tax contest, however, requires some analytical self-help. The majority suggests that this is a “case of doubt,” ante at 385, assuming the “doubt” needed to trigger the canon of statutory interpretation that it has selectively chosen from a rather full arsenal. It disregards other basic principles that have traditionally governed the approach of this Court and of the United States Supreme Court to statutory interpretation in the area of tax law. First, an exception to the rule favoring taxpayers has long been found in cases involving tax avoidance — the disposition and arrangements of assets so as to effect tax savings. Gregory v. Helvering, 293 U.S. 465, 55 S.Ct. 266, 79 L.Ed. 596 (1935); Morsman v. Commissioner, 90 F.2d 18 (8th Cir.1937). See Note, “Statutory Construction: Presumptions: Interpretation of Tax Statutes,” 42 Cornell L. Q. 589, 590 (1957) (“doubts *404will not be resolved for the taxpayer in the consideration of transactions motivated by avoidance”). Second, interpretation of the revenue purpose and a willingness to look beyond the letter of the statute to effectuate that purpose. J. Mertens, Law of Federal Income Taxation, § 3.06 (1981); Cammarata v. Essex County Park Commission, 26 N.J. 404 (1958) (the purpose of a statute is not to be frustrated by narrow interpretation).
More fundamentally, this Court’s analysis ignores the terms and structure of the statute that it purports to construe. N.J.S.A. 54:10A-4(d) cannot have been meant to entitle the taxpayer to exclude from its net worth debts owed to its subsidiary. By imposing upon the tax statute its own conception of the purpose of the Act, the Court has intruded on the agency’s expertise. The administrator’s interpretation of the operative law is entitled to prevail so long as it is not unreasonable or plainly inconsistent with the applicable statute. Atlantic City Transportation Co. v. Director, Div. of Taxation, 12 N.J. 130 (1953); Ridolfi v. Director, Div. of Taxation, 1 N.J.Tax 198 (Tx.Ct.1980); Commissioner v. Engle, — U.S. -, 104 S.Ct. 597, 78 L.Ed.2d 420 (1984); Bingler v. Johnson, 394 U.S. 741, 89 S.Ct. 1439, 22 L.Ed.2d 695 (1969). Thus, interpretations of the responsible agency are not to be dismissed as a passing curiosity but are entitled to great weight and should be followed if found reasonably to implement the legislative mandate in an appropriate manner.
Even if we assume that this is a “case of doubt,” the interpretation of the Director must nonetheless prevail since, at the very least, it is as reasonable as the rival interpretations advanced by the taxpayer and now adopted by the Court. The majority ignores the principle that the choice among reasonable interpretations of the tax laws is for the Director, not the courts. National Muffler Dealers Assn. v. United States, 440 U.S. 472, 488, 99 S.Ct. 1304, 1312, 59 L.Ed.2d 519 (1979). The Director is better able than any court to assess the practical consequences of particular interpretations and to resolve statu*405tory ambiguities in ways that further the tax scheme and minimize administrative difficulties. See Commissioner v. Engle, supra, — U.S. -, 104 S.Ct. 597, 78 L.Ed.2d 420.
Rather than give due deference to this expertise, the Court has embraced an interpretation that is perhaps more appropriate to the complex and often tortuous federal statutory scheme than it is to our own. The Court accepts the taxpayer’s argument that would require an application of federal tax law in reaching a particular tax result under our State tax statute. The taxpayer maintains that in reality the ultimate source of the borrowed funds was the overseas investment market that purchased the convertible debentures evidencing the debt, and consequently it is not a debt owed to a subsidiary but one owed to third-party lenders.
A similar argument, in a variant context, was previously considered and rejected by this Court in General Public Loan Corp. v. Director, Div. of Taxation, 13 N.J. 393 (1953). There the Court held that money obtained by a parent from outside lenders and in turn loaned to its small loan company subsidiary constituted an indebtedness that was properly includible in the subsidiary’s net worth. This “conduit arrangement” utilized by the parent to provide its subsidiary with outside credit was not considered proper justification for avoiding the application of the indebtedness statute.
General further contends that although the actual facts place it squarely within N.J.S.A. 54:10B-2(c), supra, it should be relieved therefrom because in reality General effects its borrowing from others, “using” American merely as an agent, this corporate structure having been adopted merely to facilitate the business of the companies and compliance with the small loan laws in various states. Even in the absence of the proofs offered by General but excluded by the Division of Tax Appeals on objection by the respondent, there is adequate evidence to show the fact of the existence of this business practice in this case. However, the argument based thereon is in effect a contention that the corporate veil should be pierced to enable General to obtain a tax advantage which is denied it by its own voluntary act in subscribing to a course of business conduct designed to enable it (or its parent) to comply with statutes concerning the small loan business. There was no offer of proof that this corporate structure or business conduct was illegal or fraudulent. It is settled in this State that a corporation holds its property to its own use and not the use *406of the stockholders, and unless a fraudulent purpose is disclosed there is no justification for attacking the corporate structure. Frank v. Frank’s Inc., 9 N.J. 218, 223-224 (1952). We find no merit in General’s contention that a different philosophy should be applied in matters of corporation excise taxation, [13 N.J. at 400-401.]
The analysis set forth in General Loan is clearly applicable in the present context. The fact that Fedders Capital utilized outside credit sources in order to raise the cash advanced to the taxpayer does not negate the existence of a separate and identifiable indebtedness between the taxpayer and the subsidiary during the tax years in question. That indebtedness was structured by Fedders Corporation in order to facilitate its operations through subsidiary instrumentalities and to secure federal tax advantages. The taxpayer cannot now be heard to disavow its own corporate structure, fashioned for its own business convenience, or to deny the existence of the indebtedness between its affiliated corporate instrumentalities. See General Trading Co. v. Director, Div. of Taxation, 83 N.J. 122, 136-37 (1980); Household Finance Corp. v. Director, Div. of Taxation, 36 N.J. 353, 363 (1962); Somerset Apts. v. Director, Div. of Taxation, 134 N.J.Super. 550, 556-57 (App.Div.1975).
The complicated federal framework offers a tax advantage to those able to perform the necessary corporate maneuvers to come within its provisions and imposes a tax burden upon “the less adventurous and the less litigious.” See generally Roberts, “A Report on Complexity and Income Tax,” 27 Tax L.Rev. 325, 330 (1972) (“a study of the reasons for the ‘appallingly complicated’ [federal] tax law[s] must begin with Congress”). Today, with respect to these particular tax provisions, the Court has repudiated this State’s long-established and eommendably straightforward statutory mandates and policies. For more than thirty years the statutory and administrative scheme uniformly applied an objective standard in the measurement of net worth for franchise tax purposes. It has consistently eschewed a subjective test involving an appraisal of the taxpayer's particular economic, business or tax motives in structuring its inter-*407corporate relationships and operations. The Court now superimposes the Internal Revenue Code upon the State’s Corporation Business Tax Act. In doing so, it provides the corporate taxpayer with a State tax windfall, which it can add to the federal tax benefits it has otherwise secured by arranging its affairs to avoid adverse federal tax consequences.
I therefore dissent.
Justice O’HERN joins in the dissenting opinion.
For reversal—Justices CLIFFORD, SCHREIBER, POLLOCK and GARIBALDI—4.
For affirmance—Justices HANDLER and O’HERN—2.
N.J.S.A. 54:10A—4(d)(5) provides that net worth shall include
the amount of all indebtedness owing directly or indirectly to holders of 10% or more of the aggregate outstanding shares of the taxpayer’s capital stock of all classes, as of the close of a calendar or fiscal year.
N.J.S.A. 54:10A-4(k)(2)(E) states that entire net income shall be determined without the exclusion of
90% of interest on indebtedness owing directly or indirectly to holders of 10% or more of the aggregate outstanding shares of the taxpayer’s capital stock of all classes. . . .
At the time of Werner Machine, supra, 6 N.J.Super. 188, the Act consisted only of a net worth tax base. The net income tax portion of the statute first became operable for the 1958 tax year. See L. 1958, c. 63.
It is relevant to note that the term "indebtedness” has been defined broadly to include any type of liability:
*399As defined by Webster's New International Dictionary, 2d ed., we find the word "indebtedness" to mean: "The sum owed, debts collectively." "Debt" in the present connotation is defined as "that which is due from one person to another, whether money, goods, or services; that which one person is bound to pay to another, or to perform for his benefit; thing owed; an obligation or liability."
While it may be that the definitive or lexicological significance of the expression "all indebtedness" might not be conclusive of the legislative intent, if there were in this statute indications significant of a narrow or restricted meaning ... we have not been directed to nor found any such justification. In the absence of any indication of a special meaning to be applied in the interpretation of the statute, the court must adhere to the ordinary meaning of the words as used in the statute. Eckert v. New Jersey State Highway Department, 1 N.J. 474 (Sup.Ct.1949). [Werner Machine Co., Inc. v. Zink, supra, 6 N.J.Super. at 193-94.]
"Financial business corporations," as defined by N.J.S.A. 54:10A-4(m), are corporations that are doing financial business and were formerly subject to the Financial Business Tax Law, N.J.S.A. 54:10B-1 et seq. As a result of the enactment of L.1975, c. 171, such corporations became subject to the Corporation Business Tax Act for tax years commencing after December 31, 1974.
A similar amendment, L.1981, c. 467, revised N.J.S.A. 54:10A-4(d) and N.J.S.A. 54:10A-4(k) to exclude as taxable indebtedness liabilities owed by banking corporations to affiliated bank holding companies.