Peoplefeeders, Inc. and Subsidiaries - Page 19




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          1987); Bauer v. Commissioner, 748 F.2d 1365, 1368 (9th Cir.                 
          1984), revg. T.C. Memo. 1983-120; A.R. Lantz Co. v. United                  
          States, 424 F.2d 1330, 1333 (9th Cir. 1970); O.H. Kruse Grain &             
          Milling v. Commissioner, 279 F.2d 123, 125-126 (9th Cir. 1960),             
          affg. T.C. Memo. 1959-110.                                                  
               Because the control element suggests the opportunity to                
          contrive a fictional debt, transfers of funds between related               
          corporations are subject to particular scrutiny.  In re Uneco,              
          Inc., 532 F.2d 1204, 1207 (8th Cir. 1976).  Transfers of funds              
          between closely held corporations and shareholders are often                
          characterized by informality, but in order to qualify for loan              
          treatment in such situations the transfer of large amounts of               
          funds generally should have some formal indicia of a loan.  Lewis           
          v. Commissioner, T.C. Memo. 1985-563.                                       
               Where transfers of funds were made from a subsidiary                   
          corporation to a parent corporation through a centralized                   
          accounting system and where customary indicia of loans were not             
          present, the transfers were treated as constructive dividends and           
          not as loans.  Alterman Foods, Inc. v. United States, supra.                
               Petitioner argues that the shareholders of Peoplefeeders               
          intended for Peoplefeeders to repay Square Pan the $3,751,930               
          difference between Peoplefeeders’ total cash receipts transferred           
          into the Intercompany bank account and the total expenses and               
          loan payments paid on behalf of Peoplefeeders out of the                    
          Intercompany bank account and that the use of funds in the                  




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