Inverworld, Inc., et al. - Page 27

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          and fiduciaries.  Additionally, petitioners seek to reduce the              
          client incorporation fees to an amount that petitioners contend             
          reflects INC's actual contribution to the receipts LTD earned;              
          i.e., no more than a flat, nominal fee for each incorporation.              
          We disagree.                                                                
               In our prior opinion, we found that clients paid LTD to                
          establish offshore corporations and trusts to hold their                    
          investments.  LTD charged its clients:8  (1) an "opening                    
          expense", which consisted of LTD's fee and fees for third party             
          lawyers and fiduciaries, and (2) an "annual expense".  The record           
          establishes that the creation of those offshore corporations and            
          trusts included the performance of services by INC as well as by            
          third party lawyers and fiduciaries.  On behalf of LTD, INC                 
          managed the paperwork for establishing and maintaining the                  
          offshore corporations and trusts while the third party lawyers              
          and fiduciaries created the offshore corporations and trusts.               
               We disagree with petitioners' argument that LTD's payments             
          to third party lawyers and fiduciaries should be "deducted" from            
          LTD's gross receipts in deciding the arm's-length fees for INC's            
          services.  An arm's-length charge within the meaning of section             
          1.482-2(b)(3), Income Tax Regs., is an "amount which was charged            
          or would have been charged for the same or similar services in              


          8    As we noted supra and in our prior opinion, the record                 
          reveals instances in which LTD dealt with "related" or favored              
          clients who were charged lower or no fees.                                  




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