Kandiah and Nalini Jeyapalan - Page 8




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          and be treated as a partnership because they lacked enough basis            
          to realize their full amount of flow-through loss.  Before                  
          incorporating, the taxpayers as partners had personally                     
          guaranteed a partnership loan.  The loan was not includable in              
          their basis in the S corporation.  The taxpayers had not                    
          transferred title in the bar and bowling alley to the                       
          corporation; however, they caused the corporation to report                 
          ownership of the property on its Federal income tax returns.                
          This Court decided that, because the S corporation had legally              
          incorporated under State law, filed an election to be taxed as an           
          S corporation, filed corporate returns, and held itself out to              
          the public as the owner and operator of the bowling alley, it had           
          sufficient business activity to establish corporate existence.              
          This Court also decided that, because the taxpayers incorporated            
          their partnership to achieve limited liability from tort, the               
          corporation had a substantial business purpose.  See id.                    
               We conclude that ASK Properties is indistinguishable from              
          the corporations in Skarda and Doe.  Petitioners have stipulated            
          that, since its formation, ASK Properties has engaged in the                
          business of renting out the apartments on the Fresno property.              
          As in Skarda and Doe, petitioners caused ASK Properties to hold             
          itself out to the public as the legal entity that owns and                  
          operates the Fresno property even though title was never formally           
          transferred to the corporation.  In addition, petitioners caused            





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