Lynch, J.
The Commissioner of Revenue (Commissioner) appeals from a decision of the Appellate Tax Board (board) ordering an abatement of $3,311,246.55 plus interest to Northeast Petroleum Corporation (Northeast) on the gain realized from the distribution received on the liquidation of its fifty per cent owned subsidiary, Energy Corporation of Louisiana (Energy). In a prior opinion, we reversed the decision of the board and remanded for further proceedings in light of our opinion in Commissioner of Revenue v. Shafner, 392 Mass. 256 (1984). Northeast Petroleum Corp. v. Commissioner of Revenue, 395 Mass. 207 (1985) (Northeast Petroleum I). The board reconsidered the matter and ordered the abatement. The Commissioner appealed, we allowed the parties’ applications for direct appellate review, and we now affirm the decision of the board.
[45]*45A more complete statement of the facts relevant to this appeal appears in Northeast Petroleum I, supra at 208-211. Northeast, a Massachusetts corporation, entered into a joint venture with Ingram Corporation to build a petroleum refinery in Louisiana. The taxpayer and Ingram formed a corporation, Energy, each receiving fifty per cent of the shares. Energy organized a wholly-owned subsidiary, ECOL, Ltd. (ECOL), a Louisiana corporation which was to purchase the refinery site and then construct the refinery. In 1976, prior to completion of construction of the refinery, Energy accepted an offer from a corporation unrelated to the taxpayer and Ingram to purchase its only asset, the stock of ECOL. On September 20, 1976, Energy sold all the ECOL stock. Energy was then liquidated, and Northeast realized a capital gain of $44,658,048, on the redemption of its shares in Energy. Energy, by adopting a plan of complete liquidation under § 337 of the Internal Revenue Code (I.R.C.), was not taxed by the United States on the gain realized in its liquidation. Instead the gain was recognized by the liquidating corporation’s shareholders Northeast and Ingram.
Northeast filed a corporate excise return for the year ending June 30, 1977, and reported a loss of $518,478, before apportionment and after deducting the $44,658,048, in net capital gain. After an audit the Commissioner issued to the taxpayer a notice of assessment and, after an application for abatement was denied, the taxpayer paid the entire amount of the assessed tax. Northeast appealed to the board, and the board issued a decision in favor of the Commissioner. We reversed the decision and remanded the case to the board to be reconsidered in light of Commissioner of Revenue v. Shafner, supra. On remand the board adopted the reasoning of Shafner, and concluded that the liquidation distribution that Northeast received from Energy was a dividend deductible from Northeast’s net income in arriving at its taxable income. The board ordered an abatement of $3,311,246.55, plus interest, and the Commissioner appealed.
The Commissioner argues that the board erred in applying the principles of Shafner to the facts of this case and that the [46]*46gain on the distribution in liquidation of Energy is not a dividend deductible under G. L. c. 63, § 38 (á) (1) (1986 ed.).1 The board correctly stated the applicable Massachusetts law to be as follows: “As a domestic business corporation, Northeast is taxable in Massachusetts, if at all, pursuant to G. L. c. 63, §§30 through 52. In computing its Massachusetts net income, a business corporation, both foreign and domestic, subtracts the deductions, but not credits, allowable under the Internal Revenue Code from its Massachusetts gross income. G. L. c. 63, § 30 (5) (b). Massachusetts gross income is essentially equal to Federal gross income with certain modifications not here relevant. G. L. c. 63, § 30 (5) (a). Dividends are specifically included in the Massachusetts net income of a business corporation. G. L. c. 63, § 30 (5) (b) (z).”
In order to determine that part of net income which is derived from business carried on within Massachusetts, the dividends included in net income under G. L. c. 63, § 30, are, with certain exceptions not here relevant, deducted to arrive at Massachusetts taxable income. G. L. c. 63, § 38 (a) (1). Therefore, if the liquidating distribution which Northeast received by virtue of its ownership of fifty per cent of the stock of Energy was a “dividend,” it would not be includible in Northeast’s Massachusetts taxable income.
Citing our opinion in Shafner, the board concluded that the liquidating distribution was a dividend and thus deductible from net income under § 38. Although a dividend is not defined within G. L. c. 63, the board applied the definition of dividend [47]*47as that term is defined under § 316 of the I.R.C. (26 U.S.C. § 316 [1976]), reasoning that the Legislature’s adoption of the I.R.C. ’s definition of gross income for purposes of G. L. c. 63, § 30 (5) (a), implied a similar adoption of the definition for dividends. Furthermore, the board cited § 38 (a) (1) and its similar treatment of dividends “from or on account of the ownership of: (z) shares in a corporate trust” and those “from or on account of the ownership of . . . (z'z'z) any class of stock . . . .” Given our conclusion in Shafner that a distribution in liquidation of a corporate trust constituted a dividend for purposes of G. L. c. 62, §§ 2 (a) (2) (D) and 8 (c), the board saw no reason to conclude otherwise for purposes of § 38 (a) (1). We agree.
A review of the facts in Shafner and the instant case reveals the almost identical nature of the two transactions. In Shafner the taxpayers were shareholders of a corporate trust. Here, the taxpayer is a shareholder of a corporation. However, there is no intrinsic difference between a corporate business trust and a corporation. Additionally, both entities adopted a plan of complete liquidation under § 337 of the I.R.C. In both cases the liquidating entities sold the assets and distributed all the proceeds to shareholders who were afforded capital gain treatment under the Federal code. No Federal income tax was paid by either. Both entities paid State taxes, although in this case the State receiving the tax was Louisiana.
Under G. L. c. 62, § 1 (e) (1986 ed.), a dividend is defined as “any item of federal gross income which is a dividend under [§ 316] of the Code or which is treated as a dividend under any other provision of the Code.”2 General Laws c. 63, does not define dividends, although G. L. c. 63, § 38 (a), adopts the Federal definition of gross income which, as the board [48]*48correctly notes, includes dividends. I.R.C. § 61 (a) (7). Under G. L. c. 63, § 30 (5) (a), dividends are included in net Massachusetts corporate income, although they may be deducted in certain instances to arrive at Massachusetts taxable income. See G. L. c. 63, § 38 (a) (1).
Not only are the two transactions practically identical, but nowhere in G. L. c. 63 has the Legislature indicated an intention to treat liquidation proceeds in one case, but not the other, as dividends.
The Commissioner asks us to depart from Shafner and the traditional meaning of the term dividend and to look at the over-all purpose and intent behind c. 63.
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Lynch, J.
The Commissioner of Revenue (Commissioner) appeals from a decision of the Appellate Tax Board (board) ordering an abatement of $3,311,246.55 plus interest to Northeast Petroleum Corporation (Northeast) on the gain realized from the distribution received on the liquidation of its fifty per cent owned subsidiary, Energy Corporation of Louisiana (Energy). In a prior opinion, we reversed the decision of the board and remanded for further proceedings in light of our opinion in Commissioner of Revenue v. Shafner, 392 Mass. 256 (1984). Northeast Petroleum Corp. v. Commissioner of Revenue, 395 Mass. 207 (1985) (Northeast Petroleum I). The board reconsidered the matter and ordered the abatement. The Commissioner appealed, we allowed the parties’ applications for direct appellate review, and we now affirm the decision of the board.
[45]*45A more complete statement of the facts relevant to this appeal appears in Northeast Petroleum I, supra at 208-211. Northeast, a Massachusetts corporation, entered into a joint venture with Ingram Corporation to build a petroleum refinery in Louisiana. The taxpayer and Ingram formed a corporation, Energy, each receiving fifty per cent of the shares. Energy organized a wholly-owned subsidiary, ECOL, Ltd. (ECOL), a Louisiana corporation which was to purchase the refinery site and then construct the refinery. In 1976, prior to completion of construction of the refinery, Energy accepted an offer from a corporation unrelated to the taxpayer and Ingram to purchase its only asset, the stock of ECOL. On September 20, 1976, Energy sold all the ECOL stock. Energy was then liquidated, and Northeast realized a capital gain of $44,658,048, on the redemption of its shares in Energy. Energy, by adopting a plan of complete liquidation under § 337 of the Internal Revenue Code (I.R.C.), was not taxed by the United States on the gain realized in its liquidation. Instead the gain was recognized by the liquidating corporation’s shareholders Northeast and Ingram.
Northeast filed a corporate excise return for the year ending June 30, 1977, and reported a loss of $518,478, before apportionment and after deducting the $44,658,048, in net capital gain. After an audit the Commissioner issued to the taxpayer a notice of assessment and, after an application for abatement was denied, the taxpayer paid the entire amount of the assessed tax. Northeast appealed to the board, and the board issued a decision in favor of the Commissioner. We reversed the decision and remanded the case to the board to be reconsidered in light of Commissioner of Revenue v. Shafner, supra. On remand the board adopted the reasoning of Shafner, and concluded that the liquidation distribution that Northeast received from Energy was a dividend deductible from Northeast’s net income in arriving at its taxable income. The board ordered an abatement of $3,311,246.55, plus interest, and the Commissioner appealed.
The Commissioner argues that the board erred in applying the principles of Shafner to the facts of this case and that the [46]*46gain on the distribution in liquidation of Energy is not a dividend deductible under G. L. c. 63, § 38 (á) (1) (1986 ed.).1 The board correctly stated the applicable Massachusetts law to be as follows: “As a domestic business corporation, Northeast is taxable in Massachusetts, if at all, pursuant to G. L. c. 63, §§30 through 52. In computing its Massachusetts net income, a business corporation, both foreign and domestic, subtracts the deductions, but not credits, allowable under the Internal Revenue Code from its Massachusetts gross income. G. L. c. 63, § 30 (5) (b). Massachusetts gross income is essentially equal to Federal gross income with certain modifications not here relevant. G. L. c. 63, § 30 (5) (a). Dividends are specifically included in the Massachusetts net income of a business corporation. G. L. c. 63, § 30 (5) (b) (z).”
In order to determine that part of net income which is derived from business carried on within Massachusetts, the dividends included in net income under G. L. c. 63, § 30, are, with certain exceptions not here relevant, deducted to arrive at Massachusetts taxable income. G. L. c. 63, § 38 (a) (1). Therefore, if the liquidating distribution which Northeast received by virtue of its ownership of fifty per cent of the stock of Energy was a “dividend,” it would not be includible in Northeast’s Massachusetts taxable income.
Citing our opinion in Shafner, the board concluded that the liquidating distribution was a dividend and thus deductible from net income under § 38. Although a dividend is not defined within G. L. c. 63, the board applied the definition of dividend [47]*47as that term is defined under § 316 of the I.R.C. (26 U.S.C. § 316 [1976]), reasoning that the Legislature’s adoption of the I.R.C. ’s definition of gross income for purposes of G. L. c. 63, § 30 (5) (a), implied a similar adoption of the definition for dividends. Furthermore, the board cited § 38 (a) (1) and its similar treatment of dividends “from or on account of the ownership of: (z) shares in a corporate trust” and those “from or on account of the ownership of . . . (z'z'z) any class of stock . . . .” Given our conclusion in Shafner that a distribution in liquidation of a corporate trust constituted a dividend for purposes of G. L. c. 62, §§ 2 (a) (2) (D) and 8 (c), the board saw no reason to conclude otherwise for purposes of § 38 (a) (1). We agree.
A review of the facts in Shafner and the instant case reveals the almost identical nature of the two transactions. In Shafner the taxpayers were shareholders of a corporate trust. Here, the taxpayer is a shareholder of a corporation. However, there is no intrinsic difference between a corporate business trust and a corporation. Additionally, both entities adopted a plan of complete liquidation under § 337 of the I.R.C. In both cases the liquidating entities sold the assets and distributed all the proceeds to shareholders who were afforded capital gain treatment under the Federal code. No Federal income tax was paid by either. Both entities paid State taxes, although in this case the State receiving the tax was Louisiana.
Under G. L. c. 62, § 1 (e) (1986 ed.), a dividend is defined as “any item of federal gross income which is a dividend under [§ 316] of the Code or which is treated as a dividend under any other provision of the Code.”2 General Laws c. 63, does not define dividends, although G. L. c. 63, § 38 (a), adopts the Federal definition of gross income which, as the board [48]*48correctly notes, includes dividends. I.R.C. § 61 (a) (7). Under G. L. c. 63, § 30 (5) (a), dividends are included in net Massachusetts corporate income, although they may be deducted in certain instances to arrive at Massachusetts taxable income. See G. L. c. 63, § 38 (a) (1).
Not only are the two transactions practically identical, but nowhere in G. L. c. 63 has the Legislature indicated an intention to treat liquidation proceeds in one case, but not the other, as dividends.
The Commissioner asks us to depart from Shafner and the traditional meaning of the term dividend and to look at the over-all purpose and intent behind c. 63. The dissent concludes that, because the Federal code subdivides gross income into categories (including dividends, I.R.C. § 61 [a][7], and gains derived from dealing in property, I.R.C. § 61 [a][3]), the meaning of the term dividend changes. We do not agree. Nowhere does the Legislature demonstrate an intent to change the commonly accepted definition of dividend. There is no dispute that the distribution to Northeast is income under G. L. c. 63, § 30 (5) (a). However, G. L. c. 63, § 30 (5) (a), operates to define only income, not dividends; dividends are defined elsewhere in the I.R.C. See I.R.C. § 316.
Moreover, the distribution received by Northeast is commonly referred to as a dividend, albeit a “liquidating dividend.” General Laws c. 156B, § 103, refers to distributions by a corporation terminating its existence as “liquidating dividends.” Several Massachusetts decisions also refer to proceeds from the termination of a corporation or trust as “liquidating dividends.” See, e.g., New England Merchants Nat’l Bank v. Old Colony Trust Co., 385 Mass. 24 (1982). State Tax Comm’n v. Fitts, 340 Mass. 575 (1960). See also Black’s Law Dictionary 839 (rev. 5th ed. 1979) (defining proceeds from similar transactions as a “liquidation dividend”).
Lastly, this case should be considered in the context of Northeast Petroleum I, where the court said, “Although Shafner involved the taxation of a trust under analogous provisions of G. L. c. 62, the board could apply the principles of that case to the distribution by Energy and rule that it was a ‘dividend’ [49]*49exempt from tax under G. L. c. 63, § 38 (a) (1), which provides that only those ‘dividends’ distributed to a ‘corporation own[ing] less than fifteen per cent of the voting stock of the corporation paying such dividend’ may be taxed to the corporate shareholder as net income under G. L. c. 63, § 30. Such a result would be consistent with the policy against duplicative taxation expressed in Commissioner of Revenue v. Shafner, supra, and Dow Chem. Co. v. Commissioner of Revenue, [378 Mass. 254 (1979)]. See also Rohrbough, Inc. v. Commissioner of Revenue, 385 Mass. 830, 831 (1982). On the other hand, the board may decide that the principles of Shafner do not control. In either case, we would review the decision of the board in the light of its expertise and the traditional deference due its decisions.” 395 Mass. at 214.
The board ruled that the Internal Revenue Code definition of dividend applies as that term is used in G. L. c. 63, because the Legislature chose to adopt the I.R.C. definition of gross income, which included dividends for the purpose of defining gross income of a Massachusetts corporation. G. L. c. 63, § 30 (5) (a). Moreover, the board relies on the fact that G. L. c. 63, § 38 (a), uses the term “dividends” to refer to sums received from corporate trusts, as well as business corporations as evidence that the Legislature did not intend to use the term differently in the two statutes.
Finally, the board relied on the fact that under the I.R.C., which has become the fundamental source of tax law in the Commonwealth, the term dividend has acquired the particular meaning adopted in this case.
Following the mandate of this court in Northeast Petroleum I, the board then ruled that “as a matter of law, a dividend for purposes of G. L. c. 63, § 38 (a) (1) is any distribution of property made by a corporation out of its earnings and profits and that, under Shafner, a liquidating distribution is, as a matter of law, out of earnings and profits to the extent that it exceeds the original paid-in capital.” There was no error. There is no distinction between the term “dividend” as applied in Shafner, under G. L. c. 62, and as used here under c. 63. It was, of [50]*50course, open to the Legislature to provide a different meaning in G. L. c. 63. It did not do so.
The decision of the Appellate Tax Board is affirmed.
So ordered.