Rodney Noble and Jo Marie Payton - Page 10

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          Federal income tax return, neither of which persuade the Court in           
          the face of other evidence that a bona fide debt was created.               
          Upon examination of the 11 factors, we find that the cash                   
          infusions from petitioners to PPP were contributions to capital,            
          not loans.  See sec. 351; Fin Hay Realty Co. v. United States,              
          398 F.2d 694 (3d Cir. 1968).  In particular, the                            
          undercapitalization of the corporation, petitioner’s control over           
          the corporation, the fact that no dividends were declared, and              
          the lack of loan documents satisfy the Court that there were no             
          bona fide loans.  Accordingly, we conclude that the payments made           
          by PPP to or on behalf of petitioners were not repayments of bona           
          fide debt.                                                                  
          Constructive Dividends                                                      
               Having found the payments not to be loan repayments, we now            
          address respondent's contentions that the payments made by PPP to           
          or on behalf of petitioners are in the nature of constructive               
          dividends.                                                                  
               Section 61(a)(7) includes the receipt of any dividend in a             
          taxpayer’s gross income.  Section 301(a) requires that any                  
          distribution of “property” made by a corporation to a shareholder           
          “with respect to its stock” shall be subject to dividend                    
          treatment for Federal income tax purposes.  Secs. 301(c)(1), 316,           
          317.                                                                        
               The term “dividend” is defined in section 316(a) as:                   






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