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Understood. There's also another prong to this calculation predicated on funding Target versus assets. But that's probably more detailed than is necessary at this point. Isn't this stuff fun?

Are all five people partners of the partnership (or members of the limited-liability company)? If so, and if there is no employee, consider whether ERISA’s title I governs the plan. 29 C.F.R.§ 2510.3-3 https://ecfr.federalregister.gov/current/title-29/subtitle-B/chapter-XXV/subchapter-B/part-2510/section-2510.3-3 If ERISA governs the plan, the employer/administrator likely should want a good service provider to take fiduciary responsibility for, or provide services for, 404a-5, 404c-1, and other disclosures.

1. You can determine the account balance either on a cash basis, or on an accrual basis. If you use a cash basis, his account balance on 12/31/2020 would be zero, so his 2021 RMD would be zero. Has the business been around for a while? For RMD purposes, you are only a 5% owner if you owned 5% during the year you attained age 70½ (or 72, post-2019). If he started the business at age 72, for example, then he would have been a 0% owner in the year he turned 70½ (because the business didn't exist) and therefore would not be a 5% owner and would not be required to commence RMDs until actual termination of employment. 2. I don't see any problems.

I think you have a problem with the refinanced amount plus the highest outstanding balance in the last year being greater than $50,000. The highest outstanding balance in the last year was probably on the day before the first repayment was made in 2021, so take $50,000, subtract that amount, and the difference should be the maximum they can add by refinancing. The loan payments do have to be level throughout the term of the loan, so for all remaining 69 months. If the new payment is at least equal to the amount that would be needed to amortize the additional loan amount over 60 months on its own, then you should be fine. For example, it would be a problem if the outstanding balance on the original loan was $1,000, and they wanted to add $40,000 by refinancing. The amount that would amortize $41,000 over 69 months would not be enough to amortize $40,000 over 60 months.

Yes they are.

I'm not aware of any definitive guidance on the subject. However the buyer should be aware that failure to provide the 204(h) notice carries a substantial penalty. They may wish to consider the cost of the penalty at 30 days multiplied by the number of participants versus the minimum required contribution that would be owed if the plan were frozen 30 days later. The rest of this post is pure conjecture. I would advise you to disregard it entirely and seek ERISA counsel. If I were going to rely on the exception to the 45-day requirement, I would want it to be as clear as possible that the amendment is being made in connection with the acquisition of the plan sponsor, and not for any other reason. For example, I might do the following: In the 204(h) notice itself, state that "In connection with the acquisition of Sponsor Co by Bigname Inc., the Sponsor Co. Defined Benefit Plan is being amended..." Put similar language in the resolution adopting the amendment, e.g. "Whereas Bigname Inc has agreed to acquire Sponsor Co on the condition that the Sponsor Co. Defined Benefit Plan be terminated..." Commit in writing - either in the amendment itself or by a separate resolution - that if the acquisition falls through, or is not completed by X date, that the termination is rescinded and benefit accruals will be reinstated retroactive to the date of the freeze.

In my experience, brokerage account statements are unlikely to include any of the disclosures required by ERISA. However you may want to ask the brokerage firm directly. Maybe they can provide you with a sample statement for your review. If no plan-related expenses are actually charged against the participants' accounts, then the expense-related disclosures of 404a-5 would not apply. The disclosures relating to direction of investments, plus the disclosures relating to diversification required under sec. 105(a) would still need to be provided somehow.

Check whether the phantom stock arrangement actually constituted a short-term deferral plan exempt form 409A (e.g. paid in a lump sum upon vesting). Otherwise, it sounds like a voluntary termination subject to the one year/two year/three year rule.

When you say you can't find anything in the document are you saying you have a copy of the full plan document and not just a Summary Plan Description (SPD)? I would expect the plan document to spell out how and when the restoration is made. It should spell ought how the restoration is computed. Does it include earnings or not? The most common provision is to not include earnings. That is to say if you account was worth $10k when it was forfeited they would put enough stock and cash into your account to be worth $10k at year end of the year of the restoration is easily 99% of how all ESOPs I have seen are written. In fact there is usually an explicit statement that someone who had a deemed distribution like it sounds you had if there is a presumption of the distribution being repaid. It might, but not always, tell you when the presumed repayment happens. If you have the actual document in pdf format I would search for the word "forfeit" and see if you can find the restoration provisions. I would also search for the word "deemed". That should help you find the deemed distribution section of the document. Between those two sections often times the restoration provisions can be found. Or go back to the company and see if they can explain the method used and maybe which part of the document they base that on. I wouldn't hold my breath on getting the document section question answered but it can't hurt to ask. In short the plan document ought to really have the answers to most if not all of your questions. So your quest for answers needs to start with finding out what the plan document actually says.

And I suppose the contract with the recordkeeper will spell out exactly where their fault would lie in relying on the participant without trustee authorization, too.

Assuming you did not make a calendar year lookback election, you will need to know 6/30 year-end comp and calendar year comp for all employees in both companies. For A's plan year beginning 7/1/2020, employees in both A and B who had comp greater than the limit for the period 7/1/2019-6/30/2020 will be HCEs when doing A's testing. For B's plan year beginning 1/1/2020, employees in both A and B who had comp greater than the limit for the period 1/1/2019-12/31/2020 will be HCEs when doing B's testing.