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liquidated is a question of fact. Id. at 167; Olmsted v.
Commissioner, T.C. Memo. 1984-381. In determining whether a
corporation has liquidated, this Court has applied a three-part
test: (1) Whether there is a manifest intent to liquidate; (2)
whether there is a continuing purpose to terminate corporate
affairs and dissolve the corporation; and (3) whether the
corporation's activities are directed to such termination.
Estate of Maguire v. Commissioner, 50 T.C. 130, 142 (1968); T.T.
Word Supply Co. v. Commissioner, 41 B.T.A. 965, 980-981 (1940);
Wood v. Commissioner, supra at 166-167; Olmsted v. Commissioner,
supra. After reviewing the evidence, we are convinced that FSRC
was liquidated prior to the end of 1988.
First, the record in this case clearly supports a finding of
an intent to liquidate FSRC. Specifically, contemporaneous
corporate minutes from meetings of FSRC's board of directors
demonstrate that it was the intent of the board to liquidate.
The minutes of the December 19, 1987, board meeting set forth the
board's decision not to dissolve FSRC until matters were resolved
with the Township and construction was completed in Lake Placid.
It is clear from this decision that the board intended that
FSRC's activities be merely for the purpose of winding up its
affairs. The minutes of the March 18, 1988, board meeting
recount the advice of the accountant to liquidate FSRC to avoid
double taxation and produce capital gains at the shareholder
level upon receipt of the liquidating distributions. These
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