
    Appeal of Harry E. Williams. Appeal of L. H. Wilkins.
    Docket Nos. 4207, 4208.
    Promulgated March 24, 1927.
    Income. — Gain upon liquidation of a corporation.
    
      (Jamden R. MeAtee, Esq., for the petitioners.
    
      Joseph K. Moyer, Esq., for the Commissioner.
   Trussell:

Action for the redetermination of deficiencies asserted in a Commissioner’s letter dated March 21, 1925, against Harry E. Williams in the amount of $880.03 and L. H. Wilkins $728.70, both for the calendan year 1918.

The two appeals were consolidated for trial.

The Commissioner increased the taxable income of each of the petitioners by adding thereto alleged gains realized upon the liquidation of a corporation of which petitioners were stockholders.

The record contains evidence establishing the March 1, 1913, value of the shares of stock of the corporation in question, that such value was in excess of cost, and the market value as of March 1, 1918, as disclosed by a sale made during the latter days of February, 1918.

FINDINGS OF FACT.

The petitioners are residents of Elkton, Ky.

Bedford-Williams & Co. was organized in 1904 with an authorized capital of 100 shares of a par value of $50 each. From its organization until its dissolution the corporation was engaged in the business of selling dry goods in Elkton, a town of about 1,500 population. In February, 1913, there was declared and issued a stock dividend of 100 shares of the par value of $50 each, which was distributed proportionately among the stockholders and which made their stock holdings as follows;

Shares.
C. N. Bedford_ 80
John N. Williams_ 80
L. H. Wilkins_ 20
Harry E. Williams_:- 20

The March 1,1913, value of the shares of stock of this corporation was $88.94 per share.

From March 1, 1913, until the dissolution of the corporation, the outstanding capital stock was 200 shares of $50 per share each. In February, 1918, C. N. Bedford, who was one of the original stockholders, sold his 80 shares to John N. Williams for $15,000, the equivalent of $187.50 per share.

Bedford-Williams & Co. was dissolved on March 1, 1918. Its assets were distributed in kind and its business was continued by the remaining stockholders as a partnership. The gain realized by the petitioners by reason of the liquidation of the corporation was the difference between the March 1, 1913, value of $88.94 per share and the market value as established by the sale in February, 1918, of $187.50 per share.

Order of redetermmation will be made upon 15 days’ notice, pursuant to Bule 50, and judgment entered in due course.  