Alexander M. Moye and Judy H. Moye - Page 16

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                    Cl. 202, 412 F.2d 233 (1969); Stoody v. Commissioner, supra at                                                                                         
                    716-717; sec. 301.7701-1(c), Proced. & Admin. Regs.                                                                                                    
                              We will first decide whether Rosewood Kennels, Inc., was                                                                                     
                    incorporated in 1990 under Georgia law.  We will then decide                                                                                           
                    whether its incorporation should be disregarded for Federal tax                                                                                        
                    B.        Whether Rosewood Kennels, Inc., Was Incorporated in 1990                                                                                     
                              Petitioners contend that stock must be issued and                                                                                            
                    organizational minutes must be filed before a corporation exists                                                                                       
                    under Georgia law.  We disagree.                                                                                                                       
                              Under Georgia law, a corporation exists as soon as the                                                                                       
                    articles of incorporation are filed with the secretary of state.                                                                                       
                    Ga. Code Ann. sec. 14-2-203 (Supp. 1988).  The secretary of state                                                                                      
                    of Georgia filed the articles of incorporation for Rosewood                                                                                            
                    Kennels, Inc., on February 28, 1990.  Thus, petitioners'                                                                                               
                    corporation began to exist on that date.  Id.                                                                                                          
                              Bischoff testified that he did not tell petitioners that he                                                                                  
                    filed the articles of incorporation for Rosewood Kennels, Inc.                                                                                         
                    Whether or not he did, petitioners knew by April 1990 that                                                                                             
                    Bischoff had filed the articles of incorporation because that is                                                                                       
                    when they received and paid Bischoff's bill.  Bischoff had been                                                                                        
                    petitioners' attorney for about 8 years and had incorporated JAM                                                                                       
                    Bonding for petitioners 8 years earlier.  He was petitioners'                                                                                          
                    agent when he reserved the name "Rosewood Kennels, Inc." in                                                                                            

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