June Cordes, et al. - Page 35




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          Commissioner, T.C. Memo. 1994-358, affd. 90 F.3d 437 (10th Cir.             
          1996).                                                                      
                    1.  Withdrawal of Corporate Funds for Distribution to             
                    Friends and Family                                                
               In 1992 and 1993, Mr. Cordes directed the withdrawal of                
          corporate funds from CFC and the payment of those funds to John             
          Cordes and Mrs. Cordes.  It is well-settled that corporate                  
          payments to children of its shareholders can constitute                     
          constructive dividends to the shareholders when the payments are            
          made to satisfy personal parental objectives as opposed to the              
          bona fide business purposes of the corporation.  Engg. Sales,               
          Inc. v. United States, 510 F.2d 565, 569-570 (5th Cir. 1975);               
          58th St. Plaza Theatre, Inc. v. Commissioner, 195 F.2d 724, 725             
          (2d Cir. 1952), affg. 16 T.C. 469 (1951); Frazier v.                        
          Commissioner, supra.                                                        
               Likewise, payments to family members can constitute                    
          constructive dividends to the shareholders when the payments fail           
          to benefit the corporation.  Cordes v. Commissioner, T.C. Memo.             
          1994-377 (in situation nearly identical to that before us, this             
          Court held corporate transfers to friends, wife, and children of            
          shareholder to be constructive dividend to shareholder, namely              
          Mr. Cordes, when shareholder failed to show corporate benefit or            
          expectation of repayment); Proctor v. Commissioner, T.C. Memo.              
          1981-436 (payments to shareholder’s mother, in excess of                    
          compensation reasonable for services provided, constituted                  





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