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Question 28


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Corporate Bylaws and initial board of directors resolution
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Question: What is meant when a corporation is said to be "thinly capitalized"?

Response: It means the corporation has an insufficient level of assets in relation to its debts and operational needs for capital. The finding of a corporation to be "thinly capitalized" can have two negative consequences: (a) the owners might be held personally liable for certain corporate debts and (b) the IRS recharacterize shareholder debts as equity investments thereby disallowing the corporation an interest deduction on said shareholder debt. For a case on the IRS issue with thinly capitalized corporations, see Recklitis v. Commissioner, 91 T.C. 874 (1988).



Submitted: 11-2-2006; Shawn, CA
Response: 11-7-2006; JJR


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