James L. and Leta A. Thurman - Page 7

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                                     Discussion                                       

               Respondent argues that, notwithstanding the fact that EMFI             
          did not file an election statement for its fiscal year ended                
          October 31, 1993, the doctrine of substantial compliance operates           
          to treat EMFI as having made an election to first distribute                
          earnings and profits to petitioners.  Petitioners argue that no             
          election was made by EMFI.                                                  
               Generally, the "accumulated adjustments account" is a                  
          corporate account of an S corporation which is adjusted in the              
          same manner as adjustments are made to a shareholder's basis                
          under section 1367.  Sec. 1368(e)(1)(A).  The accumulated                   
          adjustments account generally contains a total of all                       
          undistributed earnings of the corporation previously taxed to the           
          shareholders during the period in which the corporation has been            
          an S corporation.                                                           
               The basic purpose of the earnings and profits account is to            
          keep track of the amount of corporate funds that have not yet               
          been taxed to shareholders.  Cameron v. Commissioner, 105 T.C.              
          380, 383-384 (1995), affd. sub nom. Broadaway v. Commissioner,              
          111 F.3d 593 (8th Cir. 1997).  When a corporation elects pass-              
          through treatment under subchapter S, its net income earned as an           
          S corporation is taxed currently to the shareholders and                    
          thereafter is generally distributed tax free.  Secs. 1366(a),               





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