Controlled Group

[Effen]

Big Company A is owned by Bill. Bill decides to sell Big Company A to Bigger Company B.

Since Bill doesn't want to sell widgets anymore, he forms LLC 1 on June 15. LLC 1 has no employees or assets until July 3rd when stock sale to Bigger Company B has closed. On July 2, LLC 1 has 5 employees, 3 highly paid and 2 administrative. All worked for Bill at Big Company A. LLC1 will be in a completely different and unrelated business than Big Company A or Bigger Company B. Bill owns 100% of LLC 1

Also, there is a small piece of Big Company A that Bigger Company B didn't want. On June 30 Bill forms LLC 2 and spins out the employees and assets of Big Company A that Bigger Company B didn't want. LLC 2 has 5 high paid people and 50 low paid people. Bill owns 100% of LLC 2

On July 3rd Bigger Company B purchases the stock of Big Company A (Note, stock sale).

So, Bill now owns LLC1 and LLC2. Up until July 3rd, Bill owned Big Company A. Also, note that on July 2nd, Bill ownes Big Company A, LLC1 and LLC2. LLC 1 had no assets or employees, but LLC2 and Big Company A did.

Question:

1) If Big Company A funded the 415 max in their DC plan before the sale, can LLC 1 start a new plan and fund the 415 max again?

2) If the highly paid individuals were HCEs in Big Company A, are they HCEs in LLC 1 and LLC 2 or are they treated as new employees?

The basic question is, are Big Company A, LLC1 and LLC2 part of a controlled group? I know LLC1 and LLC2 are, but do I need to consider the benefits provided by Big Company A in my analysis?

Any sites would be appreciated.

[Effen]

No takers? Even a guess would be appreciated.

[Blinky the 3-eyed Fish]

No time for cites, but I don't see the cessation of Co. A as also the cessation for consideration as to whether or not it's a controlled group. In other words I think Co. A prior to the asset sale and both LLC's are part of a controlled group.