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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
purposes.
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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