Williams v. Commissioner , 6 B.T.A. 593 ( 1927 )

APPEAL OF HARRY E. WILLIAMS.

APPEAL OF L. H. WILKINS.

Williams v. Commissioner

Docket Nos. 4207, 4208.

United States Board of Tax Appeals

6 B.T.A. 593; 1927 BTA LEXIS 3467;

March 24, 1927, Promulgated

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">*3467 INCOME. - Gain upon liquidation of a corporation.

Camden R. McAtee, Esq., for the petitioners.

Joseph K. Moyer, Esq., for the Commissioner.

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TRUSSELL

">*593 TRUSSELL: Action for the redetermination of deficiencies asserted in a Commissioner's letter dated March 21, 1925, against Harry E. Williams in the amount of $886.03 and L. H. Wilkins $728.70, both for the calendar year 1918.

The two appeals were consolidated for trial.

The Commissioner increased the taxable income of each of the petitioners by adding thereto alleged gains realized upon the liquidation of a corporation of which petitioners were stockholders.

The record contains evidence establishing the March 1, 1913, value of the shares of stock of the corporation in question, that such value was in excess of cost, and the market value as of March 1, 1918, as disclosed by a sale made during the latter days of February, 1918.

">*594 FINDINGS OF FACT.

The petitioners are residents of Elkton, Ky.

Redford-Williams & Co. was organized in 1904 with an authorized capital of 100 shares of a par value of $50 each. From its organization until its dissolution the corporation">*3468 was engaged in the business of selling dry goods in Elkton, a town of about 1,500 population. In February, 1913, there was declared and issued a stock dividend of 100 shares of the par value of $50 each, which was distributed proportionately among the stockholders and which made their stock holdings as follows:

	Shares.
C. N. REDFORD	80
John N. Williams	80
L. H. Wilkins	20
Harry E. Williams	20

The March 1, 1913, value of the shares of stock of this corporation was $88.94 per share.

From March 1, 1913, until the dissolution of the corporation, the outstanding capital stock was 200 shares of $50 per share each. In February, 1918, C. N. Redford, who was one of the original stockholders, sold his 80 shares to John N. Williams for $15,000, the equivalent of $187.50 per share.

Redford-Williams & Co. was dissolved on March 1, 1918. Its assets were distributed in kind and its business was continued by the remaining stockholders as a partnership. The gain realized by the petitioners by reason of the liquidation of the corporation was the difference between the March 1, 1913, value of $88.94 per share and the market value as established by the sale in February, ">*3469 1918, of $187.50 per share.

Order of redetermination will be made upon 15 days' notice, pursuant to Rule 50, and judgment entered in due course.