Form 5500 and asset sale

[Guest JDL]

Hello -

I asked this on the db thread and then realized that there was a thread for 5500's.

Here's a wild one -

If a company sells the assets of a subsidiary, where the subsidiary is the plan sponsor of a db pension plan, and where the buyer of the subsidiary's assets assumes the subs plan, who is responsible for the annual reporting requirements (Form 5500)? Specifically, the sub was sold AFTER the end of the plan year BUT BEFORE the Form 5500 was due. We are now in a situation where we don't know who was (or should be) responsible for the Form 5500 filing. I'm afraid that the asset sale agreement did not mention this reponsibility. Any ideas/suggestions?

[RCK]

Normally for an asset purchase, the responsibility for maintaining the plan would not move to the buyer. But in your case, you are saying that the buyer took it over. So there must be some language dealing with the continuation of the plan.

Similarly, there is probably some representation language in the purchase agreement, where the seller makes some representations about the qualification of the plan and the status of its filings.

I'd hope that there was some direction in one of these.

RCK