The opinion
*533 OPINION.
Graupner:
From the foregoing facts, it is clear that the new management of the taxpayer have their remedy against Christopher and Anna Schaeffer in an action to recover the amount of the deficiency tax assessed, under their express agreement to pay the same. So far as the Commissioner is concerned he can only look to the taxpayer. The taxpayer, in its petition, contends that upon the transfer of the stock on September 21, 1922, a new corporation was in fact created, and that the Commissioner should look to the Schaeffers, who were responsible for the deficiency in tax, for the payment of same. With this we can not agree.
From the evidence adduced at the hearing, it is clear that the taxpayer ever since has operated and is now in fact operating under the original charter obtained by the Schaeffers. While the present management is entirely innocent of any wrongdoing and may even not be able to recover the amount of the tax from the Schaeffers, the obligation of the corporation to the United States Government still obtains. It is too well established to require argument, that the continued existence and identity of a corporation as a legal entity, as well as its liabilities, are not in any way affected by the change in its membership or transfer of capital stock (7. R. C. L. 25-26). We must, accordingly hold that the taxpayer corporation is liable for the tax imposed in this case.
The Commissioner, in his answer, alleges that it is without the jurisdiction of this Board to hear and decide questions involving the determination or assessment of fraud penalties. We have already held that this Board has such jurisdiction. Appeal of Gutterman Strauss Company, 1 B. T. A. 243.