*275 These proceedings, which were consolidated for hearing and decision, involve the question of the liability of the petitioners as transferees on account of a deficiency in income and profits tax of $3,609.88 for 1920 as determined by the Commissioner and assessed against the Buckingham Coal Co. for that year. The facts were stipulated, from which we make the following findings:
FINDINGS OF FACT.
The Buckingham Coal Co. was a corporation, organized on or about June 17, 1919, under the laws of Ohio, with its principal office and place of business at Columbus.
The Buckingham Coal Co. filed its income and profits-tax return for the calendar year 1920 with the collector of internal revenue, Columbus, Ohio, on March 15, 1921, which return disclosed a tax liability of $21,258.68. Said amount of $21,258.68 was thereafter duly paid to said collector.
Under date of February 25, 1925, the Commissioner mailed to the Buckingham Coal Co. a letter advising it of a proposed determination of additional tax of $3,609.88 for said calendar*2434 year 1920, and advising it of its right to submit a protest within 30 days of such proposed determination.
Under date of April 7, 1925, the Commissioner mailed to the said Buckingham Coal Co. a notice of deficiency in tax in the amount of $3,609.88 for said calendar year 1920.
Under date of July 29, 1925, the Commissioner assessed against said Buckingham Coal Co. an additional tax of $3,609.88 for the calendar year 1920. The assessment appears on Commissioner's July, 1925, list, page 0, line 2. Said assessment has not been paid and remains wholly outstanding.
*276 All of the property and assets of the Buckingham Coal Co. were sold and transferred in the year 1922, and the proceeds of said sale distributed to its stockholders in liquidation of their shares of capital stock. The petitioners were stockholders of said company at the time of such liquidation and/or distribution, owning and holding shares of its capital stock, and received amounts in liquidation of his or her shares of capital stock in said corporation as set forth below:
| Petitioners | Number of | Amount |
| shares held | received | |
| Charles Rogers | 10 | $1,166.24 |
| J. A. Rogers | 15 | 1,749.36 |
| D. N. Postlewaite | 25 | 2,915.60 |
| Edith E. Jones | 24 | 2,798.98 |
| Lottie Essex | 24 | 2,798.98 |
*2435 The Buckingham Coal Co. thereafter discontinued its business, was formally dissolved, and its articles of incorporation canceled of record on February 16, 1926.
On October 15, 1926, the Commissioner notified the petitioners, as distributees of the Buckingham Coal Co., of proposed assessments against them on account of the aforesaid tax of the Buckingham Coal Co., as follows:
| Charles Rogers | $1,166.24 |
| J. A. Rogers | 1,749.36 |
| D. N. Postlewaite | 2,915.60 |
| Edith E. Jones | 2,798.98 |
| Lottie Essex | 2,798.98 |
OPINION.
SEAWELL: The petitioners contend (1) that section 280 of the Revenue Act of 1926 is unconstitutional, and (2) that if the section is constitutional, each of them is liable only for his pro rata portion of the unpaid tax of the corporation. The first question is governed by our prior decisions to the effect that transferees who avail themselves of section 280 by appealing to this Board can not question its validity in such proceedings. , and *2436 . And the second question must likewise be decided adversely to the petitioners' contention, on the authority of ; ; and
Judgment will be entered for the respondent.