-3-
Whether or not Petitioner lacked legal capacity to file
Tax Court petitions is based on the law of the juris-
diction in which it was organized – Colorado. See,
Starvest US, Inc. v. Commissioner, 78 TCM 475 (1999).
Colorado law states that “dissolution of a corporation
does not prevent commencement of a proceeding by or
against the corporation in its corporate name.” Colo.
Rev. Stat. Sec. 7-114-105(2)(e). Thus, Petitioner, is
not barred from commencing this proceeding simply
because its corporate status has been dissolved; if
actual tax dollars were involved, there would be no
question it would have a right to proceed. * * *
In respondent’s reply, respondent agrees with petitioner
that “state law controls whether a dissolved corporation has the
legal capacity to be a petitioner in a tax deficiency case”.
However, according to respondent,
this point is irrelevant to the determination of wheth-
er an actual controversy exists for the purposes of
I.R.C. � 7428 and/or Tax Court Rule 210(c)(2)(C). A
deficiency proceeding clearly involves an actual con-
troversy even when a dissolved corporation is the
petitioner since an actual tax liability is at issue.
In the instant case, there is no actual controversy
since the petitioner ceased its corporate existence
more than four years prior to filing the petition and
all relevant statutes of limitations have expired with
regard to any potential tax liabilities. * * *
We need not decide whether this case should be dismissed for
lack of jurisdiction on the ground advanced by respondent that
there is no actual controversy in this case for purposes of
section 7428.2 That is because we find on the instant record
that this case must be dismissed for lack of jurisdiction on the
2All section references are to the Internal Revenue Code.
All Rule references are to the Tax Court Rules of Practice and
Procedure.
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Last modified: May 25, 2011