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Stock Sale - Tax Law Qualification Issues regarding Compensation


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Guest rocnrols2
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Company X maintains a 401(k) plan and a defined benefit plan. Company X acquires the stock of Company Y, a subsidiary of Company Z and Company Y employees are expected to become Company X employees as of the closing. The transaction is expected to close by 7/1. For purposes of the following tax law qualification requirements, does compensation of a former Company Y employee with Company X begin at $0 or does compensation with Company Y carry over into Company X:

(1) For purposes of determining highly compensated employee status for the year of the closing, are Company Y employees hired by Company X considered non highly compensated or does Company X have to look at their preceding year's compensation with Company Y?

(2) For purposes of determining highly compensated employee status for the following plan year, does Company X have to combine compensation with Company X and Company Y?

(3) For purposes of the elective deferral limit of $14,000 under Code Section 401(a)(30), are deferrals with Company Y combined with deferrals with Company X?

(4) For purposes of the compensation limit under Code Section 401(a)(17), does Company X have to combine compensation with Company X and Company Y?

(5) For purposes of determining whether an employee has exceeded the Social Security taxable wage base under a plan's integrated benefit formula, should Company X combine compensation with Company Y?

Thanks for your responses.

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