Colorado Gas Compression, Inc. - Page 5




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          without regard to whether such corporation is completely                    
          liquidated.”  TRA sec. 633(d)(8), 100 Stat. 2280, as amended by             
          TAMRA sec. 1006(g)(7), 102 Stat. 3409.  The rule is also                    
          applicable to certain complete liquidations of qualified                    
          corporations prior to 1989.  See TRA sec. 633(d)(1).                        
          II. Analysis                                                                
               Petitioner contends that the transition rule, pursuant to              
          TRA section 633(d)(8), is applicable.  Petitioner further                   
          contends that capital gain accrued during the years in issue is             
          not subject to prior section 1374, because the relevant S                   
          election occurred in 1988, and the assets were sold more than 3             
          years after such election.  Respondent contends that section                
          1374, as amended, is applicable, because petitioner became an S             
          corporation again in 1994.                                                  
               The relevant provisions of section 1374, as amended by TRA             
          section 632, are clear and unambiguous.  See Huntsberry v.                  
          Commissioner, 83 T.C. 742, 747-748 (1984)(stating that where a              
          statute is clear on its face, we require unequivocal evidence of            
          legislative purpose before construing the statute so as to                  
          override the plain meaning of the words used therein).  Section             
          1374, as amended, is applicable to the 10-year period after an S            
          corporation’s “most recent election”.  Sec. 1374(d)(9).                     
               Petitioner contends that there is no provision in the                  
          transition rule, or section 1374, as amended, making section                






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