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incorporation. See Moline Properties, Inc. v. Commissioner,
supra.
Drywall's corporate existence was effective as June 9, 1995,
the date that its articles of incorporation were filed. See
Ariz. Rev. Stat. sec. 10-056 (1995) (repealed, effective January
1, 1996). Drywall was incorporated in connection with
petitioner's intention to start a business. Her decision to
conduct the business in corporate form was deliberate, reasoned,
and made with the assistance of legal counsel. Thereafter,
Drywall opened a checking account, obtained an Arizona sales tax
exemption certificate, was issued a Federal employer
identification number, and secured workers' compensation
insurance. Through the lease Drywall arranged for a physical
plant that furthered its manufacturing and distribution
objectives.
The obligation to make the lease cancellation fee arose
under the lease. Because petitioner did not sign the lease in
her individual capacity, she enjoyed the limited liability aspect
of the corporate form of business, which, no doubt, was one of
the reasons that Drywall was established. Any obligation, legal
or otherwise, that petitioner might have owed to Mr. Finley in
connection with the lease cancellation fee did not arise from the
lease.
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