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plan. And such purpose would not appear to be fatal in these
circumstances, since this Court has held that where the
corporation was established to provide a pension plan for its
sole stockholder there was a sufficient business purpose to
justify giving full effect to the arrangement. Keller v.
Commissioner, 77 T.C. 1014, 1029-1030 (1981), affd. 723 F.2d 58
(10th Cir. 1983).
Accordingly, it is incumbent upon us to decide this case as
though we were dealing with an autonomous corporation and with
its independent employee, Mr. Souris. In that context we agree
with petitioner corporation and hold that there was no deficiency
in its 1988 income tax.
Preliminarily, there is no dispute that under Michigan law,
even though petitioner corporation was dissolved, it remained in
existence for the purpose of winding up its affairs and continued
to function in the same manner as if dissolution had not
occurred. Mich. Comp. Laws Ann. sec. 450.1833 (West 1970); cf.
United States v. Adams Bldg. Co., 531 F.2d 342 (6th Cir. 1976).
However, upon the P.C.'s dissolution, the Board of Directors
(i.e., Mr. Souris) resolved that Mr. Souris would be the
successor plan sponsor of the P.C.'s "Employees' Pension Plan".
Moreover, as indicated by the caption itself in this case, Mr.
Souris individually is the "successor in interest of Theodore
Souris, P.C." Since the corporation had already been dissolved
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