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3306(i) provides that the term “employee” has the meaning
assigned to such term by section 3121(d).
Section 31.3121(d)-1(b), Employment Tax Regs., which is
applicable to chapter 21 of subtitle C, provides in relevant part
as follows:
Generally, an officer of a corporation is an
employee of the corporation. However, an officer of a
corporation who as such does not perform any services
or performs only minor services and who neither
receives nor is entitled to receive, directly or
indirectly, any remuneration is considered not to be an
employee of the corporation. * * *
See also sec. 31.3306(i)-1(e), Employment Tax Regs., for the same
provision applicable to chapter 23 of subtitle C.
In the present case, Mr. Barron was the only C.P.A. who
performed services for petitioner, and indeed, Mr. Barron was the
only individual who performed professional services for
petitioner. Further, as petitioner’s president, Mr. Barron
exercised exclusive authority over all of petitioner’s affairs,
and he was the individual who was solely responsible for making
management decisions and for controlling and directing every
facet of petitioner’s business. Under these facts, it is clear
that Mr. Barron is not excluded from the general rule of sections
31.3121(d)-1(b), and 31.3306(i)-1(e), Employment Tax Regs., that
a corporate officer is an employee. See secs. 3121(d)(1),
3306(i). We hold, therefore, that as a corporate officer who
performed substantial services for petitioner, Mr. Barron is an
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