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through proper corporate procedures, the specific amount of
compensation to be paid to each recipient. The authorization of
an unallocated pool of compensation to be divided among the
recipients is not sufficient for constructive receipt, even as
in Jerome Castree Interiors, Inc., where the allocation had been
made orally at the board meeting but was not reflected in the
formal resolution, and even as in Lacy Contracting, Inc., where
the controlling shareholder had the ultimate power to make the
allocation unilaterally. As stated by the Court in Jerome
Castree Interiors, Inc.:
It is clear that in the case of any corporation,
constructive receipt is not applicable unless some
record is made of the amount due the shareholder.
* * *
* * * a shareholder is not taxable merely because
he has the authority to influence the actions of the
corporation and the authority to withdraw funds; funds
are not constructively received until the corporation
takes the necessary action to set them apart for him.
* * * [Jerome Castree Interiors, Inc. v. Commissioner,
supra at 570; emphasis added; citations omitted.]
Similarly, in Kaw Dehydrating Co. v. Commissioner, 74 T.C.
370 (1980), the Court held that the controlling shareholder was
not in constructive receipt of oral bonuses where the corporate
resolutions stated only that the bonuses had been “discussed”,
but not that they had been approved. “In the instant case, as
we have noted, there was no resolution nor any subsequent,
timely corporate record to support the proposition that a
binding resolution had been intended.” Id. at 377.
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