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1990 before it issued stock or held an organizational meeting
does not mean it was not incorporated under section 14-2-203 of
the Official Code of Georgia Annotated.
In Saxton v. Luke, supra, Forrester and Saxton incorporated
Forrester & Saxton, Inc., on October 22, 1979. The business did
not issue stock or file corporate minutes. On October 24, 1979,
Luke contracted with Forrester & Saxton, Inc., for a paving
project. Saxton and Forrester stopped operating their business
early in 1980 before they completed Luke's paving project. Luke
sued Saxton and Forrester for breach of contract. The court held
that Saxton and Forrester were personally liable for the debts of
the corporation in part because the corporate form could be
disregarded to avoid fraud or evasion of contractual or tort
responsibility. The Saxton case does not hold that the owners of
a corporation may disavow it when it would be advantageous for
them to do so, as petitioners seek to do here.
We conclude that Rosewood Kennels, Inc., was incorporated on
February 28, 1990.
C. Whether Petitioners' Corporation Should Be Disregarded for
Federal Tax Purposes
We will not disregard a corporation for Federal tax purposes
if it (1) served an intended business function or (2) engaged in
business. Moline Properties, Inc. v. Commissioner, 319 U.S. 436
(1943). The corporation's tax existence is established if either
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