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The taxpayers in United States v. Kjellstrom, supra, namely,
Wisco’s six shareholders, argued that Wisco qualified under TRA
section 204(a)(7). The Court of Appeals for the Seventh Circuit
disagreed. According to the court, Wisco had no affiliates. The
court also found that Wisco did not have a world headquarters.
Id. at 484-485.
We believe that the relationship of Wisco and its
shareholders is sufficiently similar to the relationship of
petitioner and its members to warrant application of United
States v. Kjellstrom, supra, to the facts herein. Petitioner and
Wisco are both corporations, and petitioner’s members and Wisco’s
shareholders are the owners of their respective corporations.
Whereas petitioner’s owners are called members and Wisco’s owners
are called shareholders, we conclude that this difference in
nomenclature is a mere distinction without a difference.
Petitioner’s members actively participated in its business, just
as Wisco’s shareholders did in Wisco’s business, and the members
and the shareholders were the heart and soul of the respective
businesses. Our review of the General Not For Profit Corporation
Act of the State of Illinois, in the light of the general
corporate scheme, also has uncovered no significant difference in
the rights, benefits, or obligations of a member vis-a-vis a
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