Louisiana Naval Stores, Inc. v. Commissioner of Internal Revenue, Docket No. 18449.

• Decision Date: 18 December 1929
• Docket Number: Docket No. 18449.
• Citation: 18 BTA 533
• Parties: LOUISIANA NAVAL STORES, INC., PETITIONER, v. COMMISSIONER OF INTERNAL REVENUE, RESPONDENT.
• Court: U.S. Board of Tax Appeals

18 B.T.A. 533 (1929)

LOUISIANA NAVAL STORES, INC., PETITIONER, v. COMMISSIONER OF INTERNAL REVENUE, RESPONDENT.

Docket No. 18449.

Board of Tax Appeals.

Promulgated December 18, 1929.

John J. Finnorn, Esq., for the intervener.

J. L. Backstrom, Esq., for the respondent.

OPINION.

MURDOCK:

On May 14, 1926, the Commissioner of Internal Revenue mailed a notice of deficiency in income and profits taxes for the year 1920 to Louisiana Naval Stores, Inc., at Biloxi, Miss.

On July 12, 1926, a petition was filed with this Board captioned "Appeal of Louisiana Naval Stores, Inc., Biloxi, Mississippi." As the basis of the procedure it set forth, among other things, the following under "Jurisdiction of the Board":

1. The taxpayer is a Louisiana Corporation with principal office in Biloxi, Mississippi.

The petition was signed "Louisiana Naval Stores, Inc., By D. J. Gay, Prest." It was verified as follows by D. J. Gay:

D. J. Gay, being duly sworn, says that he is the Prest. of the Louisiana Naval Stores, Incorporated, the taxpayer named in the foregoing petition and as such is duly authorized to verify the foregoing petition, and is familiar with the statements contained therein, and that the facts therein stated are true.

An answer to the petition was filed which admitted, among other things, the allegations of fact contained in paragraph one of the petition above quoted.

On September 9, 1929, a motion of L. H. Williams, signed "John J. Finnorn, Counsel for Mover" was filed. It suggested that Louisiana Naval Stores, Inc., a corporation organized pursuant to the laws of the State of Louisiana with its principal office and place of business during its existence in Leesville, Parish of Vernon, State of Louisiana, was dissolved on the 31st day of August, 1921; D. J. Gay, who purported to act for the Louisiana Naval Stores, Inc., in filing the petition, was without authority to institute the proceeding; L. H. Williams is the duly authorized and qualified liquidator of the Louisiana Naval Stores, Inc., and is the only person authorized or empowered to appear for or on behalf of said corporation, or to act for or in its stead. This motion prayed that the proceeding be dismissed. The motion was verified by L. H. Williams, who stated that he is the only duly appointed, authorized and qualified representative of the Louisiana Naval Stores; it was organized under and pursuant to the laws of the State of Louisiana, and was dissolved according to those laws on or about the 31st day of August, 1921; and he had read the motion, and all the facts and allegations contained therein are true and correct.

On October 16, 1929, after due notice to the three parties, hearing was had on the above mentioned motion. At this hearing there appeared only counsel for the respondent and John J. Finnorn as counsel for L. H. Williams. The latter offered two documents in evidence. One was duly certified on July 26, 1929, by the Secretary of State of the State of Louisiana. The certificate was as follows:

The annexed and following page contains a true and correct copy of consent to dissolution of the LOUISIANA NAVAL STORES, INC., domiciled at Leesville, Louisiana, as is shown by comparison with the document filed and recorded in the office on the thirty-first day of August, 1921.

The consent attached to the certificate was a statement sworn to and signed by D. J. Gay, E. C. Gay, W. E. Beasley, and L. H. Williams on August 4, 1921. The statement is to the effect that the four signers are the sole and only owners of the capital stock of the Louisiana Naval Stores, Inc., a Louisiana corporation, with its domicile at Leesville, Louisiana, D. J. Gay owning 96 shares, E. C. Gay owning 52 shares, W. E. Beasley owning 52 shares, and L. H. Williams owning 15 shares of a total of 215 shares of the issued capital stock of the corporation, and that each consents to the dissolution of the corporation, and requests the Secretary of State of the State of Louisiana to issue a certificate of dissolution in accordance with the provisions of section 28 of Act 267 of the Acts of the General Assembly of the State of Louisiana for the year 1914, and that there are neither assets nor liabilities existing in favor of or against said corporation, the assets having been liquidated and the liabilities settled.

The other document offered in evidence was duly certified by the Secretary of State of the State of Louisiana on September 27, 1929. The certificate was as follows:

The annexed and following two pages contain a true and correct copy of the Minutes of the meeting of the stockholders of the LOUISIANA NAVAL STORES, INC., a corporation organized under the laws of Louisiana, domiciled at Leesville, Louisiana, relative to the appointment of a liquidator, as is shown by comparison with the document filed and recorded in this office on the eleventh day of September, 1929.

These minutes set forth that at a special meeting of the stockholders of the Louisiana Naval Stores, Inc., held at Leesville, La., on August 6, 1929, at a meeting duly called for the purpose of electing a liquidator, at which meeting all of the stockholders were...