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Posted

Person A owns 33% of Company XYZ. He is a participant in XYZ's qualified plan. The Plan allows participant's to self-direct investments. Person A wants to invest in an L.L.C. in which he is a 5% owner. All participants would be given the opportunity to invest in the L.L.C.

The sources & cases I have read indicate that it may be an issue depending on the degree of ownership. Is 5% enough to make this a prohibited transaction?

Any other issues I am missing?

Thanks in advance for any guidance.

Posted

I think it is prohibited, at least from a tax perspective. Because the participant in the XYZ plan can direct investments, the participant is a fiduciary for tax purposes (not ERISA purposes). The investment in the LLC benefits the participant as an LLC member (I presume that additional capital is a good thing for an LLC and therefore benefits the LLC members) . The investment of plan assets by the fiduciary in a manner that benefits the fiduciary's personal interest (as an LLC member) is prohibited.

Conclusions could change if the facts and presumptions change.

Guest greggi39
Posted

what makes him a fiduciary? just the ownership? participants who direct their accounts are not fiduciaries.

Posted

The Tax Court has ruled, and the Circuit Court has upheld the ruling, that a participant who directs investment of the participant's account is a fiduciary under IRC section 4975(e)(3). Flahertys Arden Bowl, Inc. v Commissioner.

Both courts expressly acknowledged the difference from ERISA.

Posted

It has been a while but I though that there was a requirement that the participant have a controlling interest in the investment in order for the IRS pt rules to apply.

mjb

Posted

The cases I have seen don't use a controlling interest, but a rather a substantial interest. Maybe they are same, I don't Know. I guess thats my question.

Posted

Deals with a loan situation, but see TAM 9208001 where the fiduciary had a 7.5% interest in the partnership that received the loan from the plan. Even if participant is not a fiduciary of the plan, e.g., trustee, etc... he is a fiduciary with respect to his directed investment account as pointed out above.

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