Inverworld, Inc., et al. - Page 220

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                  the office or other fixed place of business of an agent                                 
                  who is not an independent agent, as defined in                                          
                  subparagraph (3) of this paragraph, shall be                                            
                  disregarded unless such agent (a) has the authority to                                  
                  negotiate and conclude contracts in the name of the                                     
                  nonresident alien individual or foreign corporation,                                    
                  and regularly exercises that authority, or (b) has a                                    
                  stock of merchandise belonging to the nonresident alien                                 
                  individual or foreign corporation from which orders are                                 
                  regularly * * * [filled] on behalf of such alien                                        
                  individual or foreign corporation.  * * *  [Sec. 1.864-                                 
                  7(d)(1)(i), Income Tax Regs.]                                                           
            The regulations also provide:                                                                 
                  an agent shall be considered regularly to exercise                                      
                  authority to negotiate and conclude contracts or                                        
                  regularly to fill orders on behalf of his foreign                                       
                  principal only if the authority is exercised, or the                                    
                  orders are filled, with some frequency over a                                           
                  continuous period of time.  This determination shall be                                 
                  made on the basis of the facts and circumstances in                                     
                  each case, taking into account the nature of the                                        
                  business of the principal; but, in all cases, the                                       
                  frequency and continuity tests are to be applied                                        
                  conjunctively.  Regularity shall not be evidenced by                                    
                  occasional or incidental activity.  An agent shall not                                  
                  be considered regularly to negotiate and conclude                                       
                  contracts on behalf of its foreign principal if the                                     
                  agent’s authority to negotiate and conclude contracts                                   
                  is limited only to unusual cases or such authority must                                 
                  be separately secured by the agent from his principal                                   
                  with respect to each transaction effected.  * * * [Sec.                                 
                  1.864-7(d)(1)(ii), Income Tax Regs.]                                                    
                  (4)  Employee activity.  The regulations provide:                                       
                        Ordinarily, an employee of a nonresident alien                                    
                  individual or a foreign corporation shall be treated as                                 
                  a dependent agent to whom the rules of paragraph (d)(1)                                 
                  of this section apply if such employer does not in and                                  
                  of itself have a fixed facility (as defined by                                          
                  paragraph (b) of this section) in the United States or                                  
                  outside the United States, as the case may be.                                          
                  However, where the employee, in the ordinary course of                                  
                  his duties, carries on the trade or business of his                                     
                  employer in or through a fixed facility of such                                         
                  employer which is regularly used by the employee in the                                 
                  course of carrying out such duties, such fixed facility                                 
                  shall be considered the office or other fixed place of                                  



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