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statutory corporate formalities; and (7) whether WSAI maintained
its corporate identity.
The record adequately addresses these issues, and additional
evidence is not needed to enable us to make a fair determination
of whether de facto liquidation treatment of WSAI is appropriate.
With respect to the observation of corporate and tax formalities,
WSAI was not formally dissolved--its charter was revoked for
nonfiling of Ohio franchise tax returns and nonpayment of Ohio
taxes, and it neither adopted a written plan of liquidation nor
filed the notice of corporate dissolution or liquidation required
by section 6043(a). The record also shows that WSAI filed no
U.S. corporation income tax returns for 1988 or any year
thereafter. The record further shows that WSAI no longer held
business assets after the sale and distribution of the South Wood
units, and that thereafter South Wood was managed by the South
Wood Condominium Association. Finally, the record shows that
WSAI did maintain its corporate identity at least until its
charter was revoked.
Having made findings on the foregoing factual issues, the
majority of which facially would tend to favor respondent’s
position that WSAI was not liquidated in 1988, we see no
prejudice to respondent.
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