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Respondent maintains that petitioner never liquidated WSAI.
In support of her position, respondent relies on Haley Bros.
Constr. Corp. v. Commissioner, 87 T.C. 498, 515-516 (1986). In
Haley Bros. Construction Corp., the corporation at issue,
Marywood Corp., was not dissolved formally in accordance with
State law, and continued to maintain a checking account. We held
that there was no liquidation because there was a business
purpose for the continued existence of Marywood, which continued
to be operated in accordance with that business purpose, holding
and selling real property, maintaining a checking account, paying
expenses, and filing tax returns. Moreover, the continued
corporate existence of Marywood served the purpose of insulating
its parent corporation from liabilities on a mortgage and in
pending litigation.
In the case at hand, there was no business purpose for WSAI
to continue operating. WSAI did not file a corporate tax return
for 1988, and, with the sale or distribution of all of the
condominium units, WSAI had no further assets of any consequence.
We are unpersuaded by respondent’s assertion that, because
WSAI continued some activities through the beginning of 1989, it
did not liquidate. Complete liquidation can occur despite an
extended liquidation process, and several earlier opinions of
this court have upheld liquidations despite protracted time
frames. See, e.g., Estate of Maguire v. Commissioner, supra;
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