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before the payment date. To the contrary, the board minutes and
resolutions concerning the reissuance of stock treat June 30,
1994, as the date ownership of Jean True’s stock passed to the
sons. Similarly, Jean True’s amended 1994 Federal gift tax
return reported that the 1994 sales of her interests occurred on
June 30, 1994.
We also note that under relevant State (Wyoming) law, board
of directors’ approval and recording on the corporate books are
not conditions precedent to a valid transfer of stock ownership.
See Jones v. Central States Inv. Co., 654 P.2d 727 (Wyo. 1982).
Also, although neither party has argued that, until the payment
date, the buy-sell agreements created an incomplete gift, we note
that a stock gift may be complete before the donee receives
possession of or title to the stock. See Estate of Davenport v.
Commissioner, 184 F.3d 1176 (10th Cir. 1999), affg. T.C. Memo.
1997-390.
More generally, a sale is complete for Federal income tax
purposes when the benefits and burdens of ownership shift; this
may occur well before title passes or a formal closing of the
sale occurs. See Derr v. Commissioner, 77 T.C. 708, 723-724
(1981) (for Federal income tax purposes, sale occurs upon
transfer of benefits and burdens of ownership rather than upon
satisfaction of technical requirements for passage of title under
State law; applicable test is facts and circumstances test with
no single factor controlling); Hoven v. Commissioner, 56 T.C. 50,
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