- 4 - At the time the petition was filed, petitioner resided in Pineville, Louisiana. Background Petitioner’s parents, Julian E. Long (Julian E.) and Alma Kathryn Long (Alma), both of whom are now deceased (Alma in 1990, Julian E. in 2005), operated LPP as a sole proprietorship in the early 1950s. Initially, no one else worked in the business. LPP sells janitorial and paper supplies. LPP was incorporated under Louisiana law on December 31, 1975. From its inception through 1998, LPP had 100 shares of stock issued and outstanding. Pursuant to its articles of incorporation, those 100 shares constituted its total authorized capital stock.3 Julian E. and Alma were the initial shareholders of LPP. Shortly after its incorporation, LPP filed an election with respondent to be treated as an S corporation. Respondent accepted that election. In 1964, petitioner’s brother, Julian W. Long (Julian W.), began working on a full-time basis for LPP as a janitor. He later worked as a delivery driver, a salesman, and, finally, a manager. In early 1985, he became president of LPP. 3 The articles of incorporation do not specifically state that those 100 shares of stock (the 100 shares) represent a single class of stock with identical rights as to dividends or distributions. The articles, however, do not state the contrary. Also, petitioner’s argument that the allegedly disproportionate distributions to Julian E. beginning in 1986 evidence the creation of a second class of stock indicates her belief that the 100 shares constituted a single class of stock prior to 1986. We think it a fair inference that the 100 shares constituted a single class, at least until then, and we so find.Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 NextLast modified: March 27, 2008