Wagner Construction, Inc. - Page 65




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               (1)  The bonuses were in exact proportion to the officers'             
          stockholdings;                                                              
               (2)  payments were in lump sums rather than as the services            
          were rendered;                                                              
               (3)  there was a complete absence of formal dividend                   
          distributions by an expanding corporation;                                  
               (4)  the system of bonuses was completely unstructured,                
          having no relation to services performed;                                   
               (5)  the company's negligible taxable income for 4                     
          consecutive years was an indication that the bonus system was               
          based on funds available rather than on services rendered; and              
               (6)  bonus payments were made only to the officer-                     
          stockholders in proportion to their stockholdings, and not to               
          other employees.                                                            
          See, e.g., O.S.C. & Associates, Inc. v. Commissioner, 187 F.3d at           
          1120; Nor-Cal Adjusters v. Commissioner, 503 F.2d 359, 361-362              
          (9th Cir. 1974), affg. T.C. Memo. 1971-200.                                 
               In this case, all the factors indicate that portions of the            
          bonuses were disguised dividends.                                           
          F.  Conclusion                                                              
               We do not think that petitioner intended the relatively                
          small salaries paid to Dennis and Curtis during the year to fully           
          compensate them for their services.  Thus, portions of the                  
          bonuses paid to Dennis and Curtis at the end of the year were               






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