-32-
We turn to analyzing and weighing the relevant facts of this
case in the context of the 11 factors set forth in Roth Steel
Tube Co. v. Commissioner, supra.
1. Name of Certificate
We look to the name of the certificate evidencing a transfer
to determine whether the parties thereto intended that the
transfer create debt. Although the issuance of a note weighs
toward a finding of bona fide debt, see Bayer Corp. v. Mascotech,
Inc. (In re Autostyle Plastics, Inc.), supra at 750; Estate of
Mixon v. United States, 464 F.2d 394, 403 (5th Cir. 1972), the
mere fact that a taxpayer issues a note is not dispositive. The
issuance of a demand note is not indicative of genuine debt when
the note is unsecured, without a maturity date, and without
meaningful repayments. See Stinnett’s Pontiac Serv., Inc. v.
Commissioner, supra at 638; Tyler v. Tomlinson, 414 F.2d 844, 849
(8th Cir. 1969).
We give little weight to the fact that ALSL issued the ALSL
note to HEI. The ALSL note was a demand note with no fixed
maturity date, no written repayment schedule, no provision
requiring periodic payments of principal or interest, no
collateral, and no meaningful repayments. In addition, HEI never
made a demand for repayment or otherwise sought enforcement of
the ALSL note. See Stinnett’s Pontiac Serv., Inc. v.
Commissioner, supra at 640 (the fact that notes were due on
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