Specified Employee --- Who is an officer?

[Flight33]

409A uses the 416(i) "key employee" definition to define a "specified employee," including among other things 'officers' that make a certain salary.

The regs for 416 say that determining who is an officer is based on the facts and circumstances, but that an officer is generally an "administrative executive."

Does anybody know of any clear guidance on determining whether somebody is an "administrative executive" and, therefore, an "officer" for purposes of 409A? Are there cases/guidelines that say doing "X,Y or Z" means the person is an officer?

Thanks!

[Guest L337pwner5]

I have performed a fairly comprehensive search of IRS rulings, notices, PLRs, etc. and found no guidance beyond what is provided 1.416-1. The Internal Revenue Manual cites nothing beyond 416(i) and the regs thereunder in its discussion of key employees.

Does anyone else know of applicable guidance?

[Kimberly S]

Most state statutes define officer for corporations. Typically it is a President, VP, Secretary, Treasurer and possibly Chairman, Assistant Secretary and Assistant Treasurer. For other business structures it is less clear.

[J Simmons]

I dug through my notes, and when I researched this issue many years ago, I found Rev Rul 80-314, 1980-2 CB 152, that discusses this somewhat.