Tax Legal Services · Primary-source case analysis

Bollinger: A Corporate Nominee Was Disregarded When a Genuine Agency Was Fully Documented

By Aneeta Mishra and Timothy Chan

Published May 19, 2026

Commissioner v. Bollinger addressed apartment projects placed in a corporation’s name solely to meet lenders’ requirements under Kentucky’s then-existing usury constraints.

The agency was documented at acquisition

Each arrangement used a written agreement identifying the partnership as principal and owner and limiting the corporation to nominee and financing functions.

The corporation acted only as agent

The partnerships controlled and operated the properties, bore responsibility, and reported the projects’ income and losses.

Third-party treatment matched the agreement

Lenders, contractors, managers, employees, and tenants dealt with the partnerships as owners or understood the corporation’s limited nominee role.

An arm’s-length fee was not indispensable

The Court required unequivocal proof of a genuine agency but rejected an absolute rule that a shareholder’s corporate agent must bargain at arm’s length and receive a fee.

Key takeaways

• Execute the agency agreement when the asset is acquired.
• Limit the nominee’s authority to the written agency purpose.
• Ensure operations, books, returns, and third-party dealings match the stated relationship.
• Preserve lender requirements and other business reasons for using the nominee.