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providing for the filing of Form 966 (Corporate Dissolution or
Liquidation) by a corporation that adopts any resolution or plan
of liquidation, the filing of Form 966 is not a condition of
liquidation treatment under any provision of the Internal Revenue
Code. Maguire v. Commissioner, 222 F.2d 472, 478 (7th Cir.
1955), revg. 21 T.C. 853 (1954); Murphy v. Commissioner, T.C.
Memo. 1996-59; see also Fowler Hosiery Co. v. Commissioner, 36
T.C. 201 (1961), affd. 301 F.2d 394 (7th Cir. 1962). We are
satisfied that section 1.331-1(d), Income Tax Regs., like the
regulation under section 6043, is directory only. While
compliance with these regulations serves the evidentiary function
of supporting the conclusion that a distribution was received in
a corporate liquidation, and helps to avoid controversies of the
sort we now deal with, we regard them as playing only a
facilitating role. Petitioner's compliance with section 1.331-
1(d), Income Tax Regs., is not a condition precedent to our
treating the distribution of the condominium units to petitioner
as a liquidating distribution.12
We are convinced that the agreement of the WSAI
shareholders, petitioner and Ackerman, for the distribution of
the last two condominium units to petitioner, in consideration of
12For an example of a mandatory requirement for filing a
form in order to obtain specified tax treatment in a "one month"
liquidation, see former sec. 333, repealed by sec. 631(e)(3) of
the Tax Reform Act of 1986, Pub. L. 99-514, 100 Stat. 2085, 2273.
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