J. Michael Shedd and Marita Shedd - Page 14




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          742 F.2d at 1317; Raymond v. United States, supra at 191; Austin            
          Village, Inc. v. Commissioner, supra at 745.  J&J did not require           
          security from TLC.                                                          
               Having weighed all the factors, we hold that J&J’s advances            
          were capital contributions and not bona fide loans. The fact that           
          SEKO would have been willing to lend to TLC weighed in favor of             
          bona fide indebtedness, but the differences in the terms and the            
          ability of SEKO to collect directly from the receipts of its                
          borrowers stripped away much of the weight.                                 
               Having decided the advances were contributions to capital,             
          we must now decide whether those contributions should be treated            
          as constructive dividends to the Shedds.                                    
          Constructive Dividend to Common Shareholder                                 
               Generally, distributions of property of a corporation to a             
          shareholder, with respect to the shareholder’s stock, out of its            
          earnings and profits are taxable to the shareholder as dividend             
          income to the extent of the availability of corporate earnings              
          and profits.  See secs. 61(a)(7), 301(a), 301(c), 316(a).  Here             
          we consider whether the advances to TLC were constructive                   
          dividend to the Shedds, even though there was no formal dividend            
          declaration.  See Wilkof v. Commissioner, T.C. Memo. 1978-496,              
          affd. 636 F.2d 1139 (6th Cir. 1981).  A transfer of property                
          between related corporations may constitute a dividend to common            








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