Citations
- 48 Ohio St. 2d 364
Full opinion text
Per Curiam.
Gulf-(-Western Metals Forming Company and Gulf+Western Industrial Products Company set forth five propositions of law in their appeal. The first twq propositions of law relate to the effect of the corporate reorganization of appellants’ subsidiaries and will be considered together.
Appellants assert that the separate corporate existence, of the surviving corporation in a merger under R., C; 1701.-82 is not extinguished on the date the merger becomes ef-fectivé (since the surviving corporation continues in' existence after the merger, it does not become a new taxpaying entity under R. C. Chapter 5711, and, for the purposes of ascertaining its status as a taxpayer, the merger may be disregarded); and that a change in the name of a corporation' affects neither its identity as a corporation nor its rights’or obligations.
The basis of appellants’ argument under the foregoing’ propositions of law is that since Metals Forming Company and Industrial Products Company survived the corporate reorganization they did not become new taxpaying entities.' Appellants observe that Industrial Products and Metals Forining were both incorporated in the state of Delaware in 1964 and 1965, respectively. They, therefore, maintain that the decision of the board is unreasonable and unlawful because “the probative evidence of record * * * establishes1 that appellants’ corporate existence survived the reorganization. ’ ’
The syllabus in Citizens Financial Corp. v. Porterfield (1971), 25 Ohio St. 2d 53, 266 N. E. 2d 828, reads as follows :
“1. The Supreme Court reviews decisions of the Board of Tax Appeals on questions of law. It is-not the function of this court to substitute its judgment for that of the Board of Tax Appeals on factual issues, but only to de-terminé from the record whether the decision rendered by the hoard is unreasonable or unlawful. (Paragraph- two of the syllabus in Board of Edn. of Cleveland Hts. City School Dist. v. Evatt, 136 Ohio St. 283, approved, and followed; Brennan v. Bd. of Tax Appeals, 175 Ohio St. 263, followed.)
“2. Wheré' a material portion of a Board of Tax Appeals decision is not supported by any probative evidence of reeord, the decision is; unreasonable -and unlawful.'”
The record shows that prior to the 1969 corporate 'reorganization neither of the two surviving corporations were Ohio taxpayers. The board determined that *‘to adopt the appellants’ contention that they were authorized to file returns of taxable personal property on the basis, of a fiscal year ending July 31, it. would be' necessary * * * ;t.o completely disregard the August 1, 1969, reorganization wherein the appellants became Ohio taxpayers. ’■’ ; 1 ■
It is the conclusion of the court that, from ¡the record, the decision of the board that appellants were new . Ohio taxpayers-is neither unreasonable nor unlawful and is supported by probative evidence.
■ Appellants’ third proposition of law contends- that the board’s determination that December 31, 1969,- and December 31, 1970, are the proper listing dates for their taxable personal property for the tax years 1970 and 1971 is contrary to the provisions of R. 0. 5711.03 and 5711.101.
R. C. 5711.03 provides, in part:
“ # *. * -taxable personal property and credits used in business shall be listed as of the close of business1-of the last day of December, annually * *
R. C. 5711.101 allows for a variation from the December 31 date specified in R. C. 5711.03. The former, section reads, in part:
“A taxpayer * * * may be authorized or required "by the commissioner, to list his taxable property as of the close of business at the end of his fiscal year, instead of as of the day otherwise prescribed by section 5711.03 of the Revised Code. The commissioner may adopt regulations to govern the use of the basis of listing authorized ¡by this section * *
. : Pursuant to the authority granted in R. ■Q.) 5711.101, the.: Tax■:Commissioner adopted Rule TX-41-02, (former Rule No. 202.),.which reads, in relevant part: .. ,
“ * * All taxpayers required to file a balance sheet and required to file a return with the Collector