OPINION.
Stjernhagen :The respondent determined a liability of each petitioner, as transferee of the assets of the Louisiana Naval Stores, Inc., for a deficiency of $11,273.12 of that corporation in income and profits tax for 1920. Petitioners, who are all the former shareholders, urge that the statute of limitations barred the determination as to the corporation, and contest the effectiveness of an alleged waiver of the corporation brought forward by respondent.
The corporation filed its return for 1920 on March 15, 1921, and without an effective waiver the deficiency lapsed after March 15, 1926. Sec. 277 (a) (2), Revenue Act of 1924, and sec. 277 (a) (3), Revenue Act of 1926. In the meantime, on August 31, 1921, after it had transferred its assets to the Gay-Hamill Co. in exchange for the issuance by Gay-Hamill of its shares to these petitioners as its shareholders, the corporation filed its consent to dissolution under Louisiana Laws 1914, Act 267, sec. 28. Whether a certificate *581of dissolution was actually issued by the secretary of state, as it apparently should have been, does not appear. There was at that time no intimation of unpaid debts, unrealized claims, or outstanding taxes, and no liquidators were elected by the former shareholders. There was, therefore, at that time no one authorized to act for the corporation. On January 22, 1926, D. J. Gay signed, as president of the corporation, the alleged waiver purporting to extend the assessment period to December 31, 1926. But, so far as the record shows, he was not president, since the corporation was dissolved, and was not a liquidator or otherwise authorized to speak for the former corporation. The alleged waiver must, therefore, upon this record, be held ineffective to extend the period; since the doubts as to its effectiveness must be resolved against the respondent. Farmers Feed Co., 10 B. T. A. 1069; Bonwit Teller & Co., 10 B. T. A. 1300; Carnation Milk Products Co., 15 B. T. A. 556; Southwestern Investment Co., 19 B. T. A. 30.
The Commissioner, on May 14, 1926, determined the deficiency and sent a notice of deficiency directly to the corporation. Gay filed a petition with the Board, as president. In 1929 Williams was appointed liquidator, and he intervened and the Board dismissed the proceeding for want of jurisdiction because Gay appeared to be without authority to file the petition. Louisiana Naval Stores, Inc., 18 B. T. A. 533. While this is not res judicata as to the merits of the transferor’s tax liability, Wayne Body Corporation, 22 B. T. A. 401; Stanley Co., of America, 26 B. T. A. 705, or as to Gay’s authority to sign a binding waiver in January 1926, there is no more evidence in the record of his authority to sign a waiver in January 1926, than there was in that record of his authority to verify and file a petition in July 1926.
We hold, therefore, upon the merits, that the statutory period of limitations applicable to the transferor corporation expired on March 15,1926, before the deficiency was determined or assessed; that there was no effective extension in writing of such period; and that none of the petitioners is liable as a transferee for any deficiency of Louisiana Naval Stores, Inc., for income or profits tax for 1920. Sanborn Brothers, Successors, etc., 14 B. T. A. 1059; S. Hirsch Distilling Co., 14 B. T. A. 1073; Consolidated Companies, Inc., 15 B. T. A. 645; Iberville Wholesale Grocery Co., Ltd., 17 B. T. A. 235; Southwestern Investment Co., 19 B. T. A. 30; First Bond & Mortgage Co., 21 B. T. A. 1; Herbert Brash Mfg. Co., 22 B. T. A. 646.
Beviewed by the Board.
Judgment will be entered for the petitioners.
McMahoN concurs in the result. Seaweul and Adams dissent.