Taproot Admin. Serv. v. CIR, No. 10-70892 (9th Cir. 2012)Annotate this Case
Under Internal Revenue Code 1361(a) and 1362(a)(1), qualifying small business corporations could affirmatively elect S corporation status for federal income tax purposes. Under Internal Revenue Code 1363(a) and 1366(a)(1)(A), an S corporation's "profits pass through directly to its shareholders on a pro rata basis and are reported on the shareholders' individual tax returns." At issue was whether a corporate taxpayer was ineligible for S corporation status, and therefore must be taxed as a C corporation, because its sole shareholder was a custodial Roth IRA. Taproot contended that a Roth IRA could not be distinguished from its individual owner under a reasonable interpretation of the governing statute. Adhering to this construction, Taproot thus argued that it satisfied the S corporation requirements. The court agreed with the Tax Court that Revenue Ruling 92-73 provided persuasive guidance that IRAs were ineligible for S corporation shareholders. Here, the 2004 amendment, coupled with the prior legislative history, unequivocally supported the IRS's interpretation of the S corporation statute and promulgation of Revenue Ruling 92-73. The court also agreed with the IRS's narrow interpretation of Treasury Regulation 1.1361-1(e)(1), restricting its application of custodial accounts in which corporate dividends were taxed in the year received. Moreover, the court found persuasive the IRS's opinion that ownership of custodial IRAs and Roth IRAs should not be attributed to the underlying individual for purposes of S corporation eligibility. Accordingly, the decision of the Tax Court was affirmed.