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(1973). If the 1981 transaction was a bona fide loan by
petitioner to Associates, the 1988 distribution is a repayment of
the loan, but if the 1981 transaction was a contribution to
Associates' capital, the 1988 distribution is a dividend. The
inquiry into whether the 1981 transaction resulted in a loan to
Associates or a contribution to its capital is one of fact. Road
Materials, Inc. v. Commissioner, supra at 1124; Segel v.
Commissioner, 89 T.C. 816, 827 (1987).
Because there is no controlling statute or regulation
defining the difference between corporate debt and equity, we are
left to decide the question based on a series of factors that
courts have relied upon in distinguishing between the two. Segel
v. Commissioner, supra at 826-827. Those factors include: (1)
the names given the certificates evidencing the purported
indebtedness; (2) the presence or absence of a fixed maturity
date; (3) the source of repayments; (4) right to enforce
payments; (5) participation in management as a result of
advances; (6) the status of the persons advancing funds in
relation to regular corporate creditors; (7) the intent of the
parties; (8) identity of interest between stockholder and
purported creditor; (9) the "thinness" of capital structure in
relation to debt; (10) the ability of the corporation to obtain
credit from outside sources; (11) the use to which the advances
were put; (12) the failure of the purported debtor to repay; and
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