*353OPINION.
Littleton:The first question relates to the disallowance of the deduction of $6,002.10 for 1918 representing a contribution by petitioner to the State Brewers Association. From the evidence submitted, we are of the opinion that this was a proper business expense and should be allowed as a deduction from gross income.
The second issue is whether the petitioner, an unincorporated association, was, during the years 1918 and 1919, affiliated with the seven corporations mentioned in the findings of fact. The six brew*354ing companies together composed the California Brewing Association, which they organized under the laws of California and to which they transferred their entire businesses and assets. The Reinar Company was organized in 1918 by the group. The petitioner, a voluntary association of corporations, was taxable as a corporation under the provisions of the Revenue Act of 1918. These powers, duties, rights and liabilities were defined by the contracts herein-before referred to. The petitioner had no capital stock. The Commissioner held that it did not control the stock of the units which composed it, and that the stock of the other corporations was not controlled by the same or closely affiliated interests.
Section 240 of the Revenue Act of 1918 contemplates that corporations and associations may be affiliated and speaks of the control of stock, which is evidence of the proprietary interest in a corporation or an association entitling the holder to vote at stockholders’ meetings, to receive profits by way of dividends and the assets upon liquidation. When we look for the equivalent of stock in this case, we are immediately confronted with the fact that the six brewing companies composed the Association and, apart from them collectively, it had no existence. Therefore, it seems to us that we have at the threshold of the consideration of the question the patent fact that the question in reality is whether the Association shall be regarded as having been affiliated with itself, for the units were the Association, and we should hesitate before saying that the component parts of an organization must, for tax purposes, be separated from itself. The petitioner and the units which composed it constituted a single business enterprise or unit. Each of the units sold and conveyed to the Association its business and transferred all stock on hand, raw materials, goods in process, finished product and all equipment, together with the management and control of the entire plants and assets of every character and discontinued operations. Thereafter the Association determined which plant or plants should be operated, with the result that three plants were closed and later sold and the proceeds became the property of the Association. Upon the formation of the Association no profits thereafter accrued to the units or to the stockholders of the units, except through the Association. Instead of sharing in the profits through the ownership of stock in the Association, the units and their stockholders received distributions from the profits of the Association under the provisions of the contracts hereinbefore mentioned.
The important point in this proceeding is the manner in which one corporation or association may control the stock of another, so as to be affiliated within the meaning of the statute. A corporation can *355function only through agents, and control by these agents is its control. The statute states “where one corporation controls the stock of another,” but a corporation can not function and can not control the stock of another except through its agents. No other means of control is possible.
It was provided in the contracts between the various units and the petitioner that the units should have the right to select, in some instances, one, and in others, two members of the board of directors of the Association. When so selected they were the representatives of not only the units'but also of the stockholders of the units who were parties to the contracts. They were selected as the representatives of the stockholders and there was no provision for their removal by anyone during their terms of office. The board of directors of the Association controlled the stock that it represented, the selection of the directors being for that purpose. The purpose of the membership representation on the board of directors of the Association was to place the control of the units and the stock, so far as the Association was concerned, with the members who were elected to the board of directors. The directors were first the agents of the Association having the management and control of its affairs — their allegiance was to it, whatever act it performed was through them. When they controlled, being the agents of the Association, the Association controlled. The control here was through interests closely affiliated with the Association.
Under the evidence presented, we are of the opinion that the stock of the Remar Company was owned or controlled by the same or closely affiliated interests. The net income and invested capital of the six brewing companies, the Remar Company and the petitioner for the years 1918 and 1919 should therefore be computed upon the basis of consolidated returns. The amount of obsolescence sustained on the plants for 1918 has been stipulated and the fact of exhaustion, wear and tear is not in question.
In view of our decision upon the question of affiliation, it is not necessary to decide whether real estate of the value of $461,000 should be included in the invested capital .of the Association or the units.
Judgment will he entered on 15 days’ notice, under Rule 50.
GResn and Morris dissent. Phillips concurs in the result only. Milliken did not participate.