*436OPINION.
Maequette:The only question for decision in this appeal is whether or not, under the circumstances set forth in the findings of fact, the taxpayer may include in its invested capital for the years 1917 and 1918 the amount of $211,073.24 added to the book value of *437its assets in the year 1916, representing the increase in value of its real estate since the elate of acquisition and restored depreciation. The taxpayer contends that the stockholders of a corporation are the beneficial owners of the corporate assets, the corporation merely holding the legal title to the assets in trust for the stockholders; that the sale by Fullerton of his stock, which was more than 50 per cent of all of the capital stock of the corporation, constituted in fact a transfer and change of ownership of more than 50 per cent of the corporate property, and that the corporation should be allowed to include that property in invested capital at the value thereof at the date of transfer.
The taxpayer’s position is obviously untenable. The conclusion it seeks to impress on the Board is the result of an ingenious argument based upon an erroneous premise. That the stockholders of a corporation are not the owners of the corporate property is now well settled. In the case of the Rhode Island Hospital Trust Co. v. Doughton, 270 U. S. 69, it was necessary for the court to pass on the question as to the ownership by stockholders of the property of the coporation. Mr. Chief Justice Taft, delivering the opinion of the court, said :
In this case the jurisdiction of North Carolina rests on the claim that because the New Jersey corporation has two-thirds of its property in North Carolina, the State may treat shares of its stock as having a situs in North Carolina to the extent of the ratio in value of its property in North Carolina to all of its property. This is on the theory that the stockholder is the owner of the property of the corporation, • and the State which has jurisdiction of any of the corporate property has pro tanto jurisdiction of his shares of stock’ We can not concur in this view. The owner of the shares of stock in a company is not the owner of the corporation's property. He has a right to his share in the earnings of the corporation, as they may be declared in dividends, arising from the use of all its property. In the dissolution of the corporation he may take his aliquot share in what is left, after all the debts of the corporation have been paid and the assets are divided in accordance with the law of its creation. But he does not own the corporate property. * * *
* * * The cases of Bronson’s Estate, 150 N. Y. 1, 8, and In re Culver’s Estate, 145 Iowa, 1, said to hold that a stockholder owns the property of the corporation, are really authorities to the point that shares of stock in a corporation of a State have their situs for purposes of taxation in that State, as well as in the residence of the owner of the shares. But whatever the view of the other courts, that of this court is clear, the stockholder does not own the corporate property.
It follows that, since Fullerton as a stockholder of the taxpayer corporation was not the owner of its assets or of any part thereof, the sale and transfer of his shares of stock to the other stockholders did not effect a transfer or change of ownership of any part of those assets. The corporation was the owner of the corporate property *438before the transaction and it was the owner of the same property after the transaction. There was no change in the assets or of the ownership effected by the transfer of Fullerton’s stock, and it did not in any way affect or change the corporation’s invested capital. See Appeal of The Shipowners & Merchants Tugboat Co., 4 B. T. A. 403. The increased value in question of the taxpayer’s assets therefore may not be included in its invested capital. LaBelle Iron Works v. United States, 256 U. S. 377.
The deficiency for the year 1917 is $13,64-6.70 and that for 1918 is $35,297.17. Order of re-determmation will be entered accordingly.