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Read this case from the U.S. District Court in Georgia dealing with the naming of a beneficiary of a pension plan. - https://scholar.google.com/scholar_case?case=7964216609854086279&hl=en&lr=lang_en&as_sdt=20006&as_vis=1&oi=scholaralrt&hist=bY5nDLcAAAAJ:17102308171145443235:AAGBfm2dXJvPo0nUQKlDLqIPUBXxyXMitw&html=&pos=0&folt=kw Who is responsible for the chaos described? The Participant who had no idea what he was doing? The Plan Administrator who obviously was not paying attention to the actions of the Participant and his violation of Plan requirements? The Sponsor who adopted Plan rules that clearly were not understood by the Plan Participant? Lots of lessons here. I suspect the case will be appealed.

2019 was the last year you could file a one-participant plan on SF. Starting in 2020 you could file the EZ electronically. If there is a non-owner participant in the plan, even if they are not active, then you can not file 5500-EZ.

I'm confused. The seller is selling their assets but continuing it's business? Who will the employees of the seller be after the sale? Whether selling corp and acquiring corp are a controlled group after the sale will be determined by both companies ownership structure. If they are a controlled group after the sale and selling corp adopts acquiring corp plan you have a single employer controlled group plan. If they are not a controlled group and selling corp adopts acquiring corp plan you have a multiple employer plan. What are the goals in terminating the plan? Typically the terminations are done effective the day of or day before the asset sale, often contingent on the sale happening. Does the seller still have a plan? Is the compensation for services to the seller? But like Bill I'm confused as to what the goals are in both the original and and clarifying post. If, how, and when seller plan is terminated would likely determined what distribution options participants in seller's plan may or may not have. Also if seller is terminating plan and it's a 401(k) plan that might affects it's ability to adopt acquires plan for 12 months after final distribution under the successor plan rules. A lot to unpack here.

Well, you used to be able to file one-participant plans on an SF, though. Checking the "one-participant plan" box was supposed to prevent it from showing up on the public disclosure site. In which case maybe the plans shouldn't be viewable, but probably that doesn't rise to a real "issue". Under penalties of perjury, the sponsor didn't say it was a one-participant plan on the return. Gasp!

My thoughts are the SF actually provides more information than an EZ, so the incorrect filings shouldn't be an issue. At the same time, if there hasn't been an issue before should we just continue filing the SF for now and figure the status quo is the best way to go?

You're going to have to clarify all your comments. I can't tell what is happening, especially with this bold part.

You could argue that might constitute a material modification if it changes how employees interact with claims processing or something else practical from a participant perspective. But even if it does, you don't need a stand-alone SMM to address it. For one, most OE materials are designed as an SMM for all changes taking effect for the upcoming plan year. If this is taking effect at the start of the new plan year, that information could just be included with those OE materials. Also, I assume this isn't going to result in a change to the SBC or a material reduction in covered health services. So there wouldn't be any urgency to the disclosure. Here's some template language I usually recommend including with OE materials to also address the SMM requirements for the upcoming plan year changes: This document serves as a Summary of Material Modifications (“SMM”) to the [ENTER PLAN NAME LISTED IN WRAP PLAN DOC/SPD AND FORM 5500] (“Plan”). This SMM summarizes changes to the Plan that are effective as of [DATE]. You should review this information carefully and share it with your covered dependents. Keep this information with your Summary Plan Description (“SPD”) for future reference. In the event of a conflict between the official Plan Document and this SMM, the SPD, or any other communication related to the Plan, the official Plan Document will govern.

Has there been any consideration of any possible escrows at the closing of the sale of the company? It isn't uncommon for part of the sales proceeds to be held in escrow pending certain metrics being hit after that sale. So it is very possible the plan will not have 100% of the cash from the sale quickly after the sale. This is mostly an issue of communication as that means there will be a future distribution form the plan. The plan can't be fully terminated until that any such payments are made. This can really slow down the termination of an ESOP. I have had a few make 3 or 4 payments and keep the process going for years. This might be another reason to wait to get the D Letter to start payments. If there is going to be a delay to pay everyone anyway might as well as get the D Letter. Otherwise, I don't find ESOP terminations that different than PSP terminations. Like all things ESOPs they tend to just move slower.

And a filing was due for each plan the FIRST year that COMBINED assets exceeded $250,000, so make sure there aren't any delinquent filings requiring correction.

This means amounts that could be distributed from the plan. For example, 401(k) deferrals if the participant is over age 59½. There are other distributable events for 401(k) deferrals, of course, but those would not generally be of much use in an IRR context. Terminated employees can't usually make rollover contributions, and hardship distributions aren't eligible rollover distributions, for a couple of examples. This is anything that couldn't be distributed from the plan, for example 401(k) deferrals or safe harbor contributions under age 59½ while still employed. If a plan allows a Roth conversion of amounts that are not otherwise distributable, then it has to retain the distribution restrictions that applied to the amounts prior to the conversion. That means, in most cases, the plan will have to track twice the number of sources that they had in the plan before. For example, now they have 401(k), 401(k) Roth conversion, safe harbor, safe harbor Roth conversion, profit sharing, profit sharing Roth conversion, etc. That might be the reason why a particular platform isn't supporting this type of conversion.