San Francisco Wesco Polymers, Inc. - Page 11




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               (b) To continue the conduct of the business insofar as                 
               necessary for the disposal or winding up thereof.                      
               (c) To carry out contracts and collect, pay, compromise                
               and settle debts and claims for or against the corporation.            
                    *    *       *      *         *      *       *                    
               (h) In general, to make contracts and to do any and all                
               things in the name of the corporation which may be proper or           
               convenient for the purposes of winding up, settling and                
               liquidating the affairs of the corporation.                            
               Thus, under California law, Chang, as president and director           
          of SFWP, had the authority to execute agreements which extended             
          the period of limitations with respect to SFWP's taxable year               
          ending June 30, 1993.  See McPherson v. Commissioner, 54 F.2d 751           
          (9th Cir. 1932) (holding that agreements to extend the period of            
          limitation on assessments signed by trustees of a dissolved                 
          California corporation were valid), affg. Crosman v.                        
          Commissioner, 22 B.T.A. 390 (1931); Praxiteles, Inc. v.                     
          Commissioner, T.C. Memo. 1993-622 (holding that the president of            
          a dissolved S corporation had the authority to execute agreements           
          to extend the period of limitations with respect to a taxable               
          year of the S corporation under California law), affd. without              
          published opinion 70 F.3d 1279 (9th Cir. 1995).                             
               Moreover, Malone & Hyde, Inc. v. Commissioner, supra, lends            
          no support to SFWP's position.  In Malone & Hyde, Inc. v.                   
          Commissioner, supra, an accountant, under a power of attorney,              
          signed Forms 872 on behalf of Malone & Hyde, Inc., which, at the            






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