Chen C. and Victoria R. Wang, et al. - Page 34

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               We must determine whether payments made by EIC for the                 
          benefit of petitioner and Mrs. Wang constitute loans, as                    
          petitioner contends, or constructive dividends taxable under                
          sections 301 and 316, as respondent contends.  Sections 301 and             
          316 provide that a distribution of property made by a corporation           
          with respect to its stock is a taxable dividend to the extent of            
          the corporation's earnings and profits.  Petitioner does not                
          dispute that EIC had earnings and profits sufficient to support             
          the constructive dividends determined by respondent.                        
               Petitioner has the burden of proving that the amounts                  
          expended for his benefit are bona fide loans and not constructive           
          dividends.  Rule 142(a), Welch v. Helvering, 290 U.S. 111 (1933).           
          Further, courts examine transactions between closely held corp-             
          orations and their shareholders with special scrutiny.  Turner v.           
          Commissioner, 812 F.2d 650, 654 (11th Cir. 1987), affg. T.C.                
          Memo. 1985-159; Electric & Neon, Inc. v. Commissioner, 56 T.C.              
          1324, 1339 (1971), affd. without published opinion sub nom.                 
          Jiminez v. Commissioner, 496 F.2d 876 (5th Cir. 1974).                      
               Whether a distribution from a corporation to a shareholder             
          constitutes a dividend or a loan depends on whether, at the time            
          of the distribution, the shareholder intended to repay the                  
          amounts received and the corporation intended to require repay-             
          ment.  See Chism's Estate v. Commissioner, 322 F.2d 956, 959-960            
          (9th Cir. 1963), affg. Chism Ice Cream Co. v. Commissioner, T.C.            





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