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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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