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limitations as purportedly extended, the IRS issued a notice of
deficiency to the corporation and a notice of transferee
liability to the transferee of the corporation's assets. The
corporation and the transferee denied the validity of the
consents on the ground that they were executed after the
corporation had been dissolved. The IRS argued that the
corporation and transferee were equitably estopped from denying
the validity of the consent forms. We disagreed and held for the
taxpayers.
However, the facts in Badger Materials, are distinguishable
from the facts herein. In Badger Materials, we found as fact
that there was no lack of knowledge of the corporation's
dissolution on the part of the IRS. Energy argues that Badger
Materials stands for the proposition that the Government had
knowledge of the corporation's merger at the time the consent
forms were signed, because the corporation had filed articles of
dissolution with the secretary of state of Wisconsin, thus making
the matter "public record". However, the filing of dissolution
documents was merely one fact that this Court relied on in
holding for the taxpayers. There, the taxpayer corporation also
filed a final Federal income tax return with the IRS under its
own name and listing its EIN. The return included a statement
concerning the liquidation and a copy of the minutes of the
stockholder's meeting adopting the plan of dissolution. Here, as
previously discussed, the statement of merger and the certificate
of merger filed by New Petroleum were attached as pages 573 and
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