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Whether a shareholder withdrawal constitutes a bona fide
loan or a dividend involves a question of fact that turns on a
consideration of all of the surrounding facts and circumstances.
Alterman Foods, Inc. v. United States, supra at 875. Some of the
relevant facts are: (1) The extent to which the shareholder
controls the corporation; (2) the earnings and dividend history
of the corporation; (3) the magnitude of the withdrawal and
whether a ceiling existed to limit the amount to be withdrawn
from the corporation; (4) how the withdrawal was recorded on the
books and records; (5) whether promissory notes were executed;
(6) whether interest was paid or accrued; (7) whether security
was given for the withdrawal; (8) whether there was a set
maturity date; (9) whether the shareholder was in a position to
repay the withdrawal; (10) whether the corporation ever undertook
to enforce repayment; and (11) whether there was any indication
the shareholder attempted to repay the amount withdrawn. Id. at
877 n.7; see also Dolese v. United States, 605 F.2d 1146, 1153
(10th Cir. 1979); Thielking v. Commissioner, T.C. Memo. 1987-227,
affd. without published opinion 855 F.2d 856 (8th Cir. 1988).
Unfettered control of a corporation by a shareholder weighs
in favor of a constructive dividend characterization, as does a
corporate history of not declaring and paying dividends in spite
of substantial earnings and profits. Busch v. Commissioner, 728
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