*3944 GOOD WILL. - Value of good will paid in for stock determined for purposes of invested capital.
*1158 This proceeding results from the determination by respondent of a deficiency in income and profits tax for the year 1921, amounting to $251.95.
Petitioner alleges error in that an amount of $5,000 has not been allowed in invested capital for good will.
FINDINGS OF FACT.
Petitioner is a California corporation with its principal office at San Francisco. It was organized on August 15, 1911, for the purpose of taking over and carrying on a going merchant tailoring business. One Henry Planz established a merchant tailoring business in the City of San Francisco in the year 1862 and carried on this business for a number of years under his individual name. Later, he took his sons into the business with him and then continued the business under the name and style of Henry Planz & Sons. Some time later the name and style of the business was again changed and continued under the style of Theo. Planz, the ownership and conduct*3945 of the business being continuously and exclusively held by members of the Planz family and always conducted under one or another of the Planz family name and as either individual or partnership ownership until 1911 when this petitioner corporation was organized. For some years prior to August 15, 1911, the owners of the business had conducted an extensive advertising campaign by the use of billboards for the purpose of building up their business, and at the time the corporation was organized the business had on its card list not less than 1,000 active customers. At the time of incorporation of the petitioner company the inventory of merchandise turned in was valued at approximately $8,000. Stock was issued of a par value of $25,000, and the difference between the account of the merchandise inventory and the par value of the stock was treated on the books of the company as good will and so carried until 1918. In the latter year, acting under the advice of accountants, the capital structure as shown by the books was reconstructed to show tangible assets paid in for stock $8,000; good will $5,000; and the difference between the sum of these items and the par value of the capital stock*3946 outstanding *1159 was then taken up by the then stockholders and their promissory notes were paid in to the company for that amount of the stock then held by them. In adjusting the income and profits-tax liability for the calendar year 1921 the Commissioner eliminated the item of good will $5,000 from invested capital.
OPINION.
TRUSSELL: The record of this action shows that upon organization of the petitioner its organizers placed a value upon the good will of the going business taken over in the amount of approximately $17,000. Later, in 1918, the then owners of this business, in readjusting its capital structure, placed a value of $5,000 on this same good will.
The testimony establishes the fact that a member of the Planz family in 1862 established its going business; that it continued in the same city uninterruptedly from the year 1862 until 1911 and constantly in the possession, ownership and under the conduct of the same Planz family. One of the chief factors in the development and growth of good will is long continued business under the same or similar names and in the same community. This situation existed in respect to the petitioner for a period of 49 years*3947 and it may not now be said that such facts have not been productive of a valuable good will. We are of the opinion that the good will paid in for stock in this petitioner corporation had a cash value on August 15, 1911, of $5,000 and that the deficiency should be recomputed in accordance with the foregoing findings of fact and opinion.
Judgment will be entered upon 15 days' notice, pursuant to Rule 50.