Eugene D. Lanier, Inc. - Page 11

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          property exceeds the property's adjusted basis in the hands of              
          the distributing corporation, the corporation must recognize a              
          gain as if the property were sold to the shareholder at its FMV.            
               Section 1.301-1(j), Income Tax Regs., provides that when an            
          individual shareholder purchases property from a corporation for            
          an amount less than the property's FMV, the shareholder may be              
          deemed to have received a distribution to which section 301                 
          applies, i.e., a dividend, to the extent the FMV exceeds the                
          amount paid by the shareholder for the property.  See Palmer v.             
          Commissioner, 302 U.S. 63, 69-70 (1937); Green v. United States,            
          460 F.2d 412, 419 (5th Cir. 1972); Brittingham v. Commissioner,             
          66 T.C. 373, 409-410 (1976), affd. per curiam 598 F.2d 1375 (5th            
          Cir. 1979).                                                                 
               The term "dividend" is defined in section 316(a) as a                  
          distribution of property by a corporation to its shareholders out           
          of its earnings and profits.  Dividends are includable in the               
          gross income of a shareholder to the extent of the corporation's            
          earnings and profits for the calendar year when the dividend is             
          paid, along with accumulated earnings and profits.  See secs.               
          301(c)(1), 316(a); Truesdell v. Commissioner, 89 T.C. 1280, 1294-           
          1295 (1987).  There is no requirement that the dividend be                  
          formally declared or even intended by the distributing                      
          corporation.  Sachs v. Commissioner, 277 F.2d 879 (8th Cir.                 
          1960), affg. 32 T.C. 815 (1959).                                            






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