"Late" 5500 for acquired company

[Miner88]

We received one of the IRS's notices of late filings of 5500 for 2004. It is for a 401(k) plan sponsored and administered by a company we acquired in 2003 (through stock acquisition). I have a copy of the board resolution which states that the plan was terminated prior to our acquisition of the stock of the company. Unfortunately, the prior plan administrator did not indicate on the 2003 5500 filing that it was the final return and actually showed plan assets in the trust at the end of 2003. (I'm still trying to determine where those assets went - we believe they were either distributed to participants or rolled over into our 401(k) plan.) How should I handle this? If I amend the 2003 filing, who would sign as plan administrator and plan sponsor since the plan was terminated prior to our acquistion? Any help would be appreciated!

[rcline46]

If there were assets on the 2003 Form 5500, then a Final 5500 for 2004 is needed. The 2003 cannot be a final. The firm that administered the plan for 2003 should be able to tell you what happened to the assets.

[Miner88]

rcline46 - thanks for your response. I believe the assets were distributed, but the 5500 was incorrectly completed. The prior owers (a married couple) of this small "mom-and-pop" shop were the plan sponsors, administrators and trustees and I'm not quite sure they knew how to complete the final 5500 correctly. If my assumptions are correct - how do I file the amended return since we never had anything to do with the plan - who signs the 5500?

[JanetM]

If you bought stock you bought the right to amend the return. You also bought the liability from sins of prior owners.

[Miner88]

Thanks JanetM - now I just need some documentation to back up my assumptions on what happened to the assets!

[RCK]

Just to be sure, I'd go back and look at the purchase agreement to see what it says.

One can hope--maybe it says that all activities in connection with the termination of the plan, including 5500 filings, belong to the sellers. We regularly to acquisitions and sales, and always try to address the issue.

Of course, if it does not address the issue, it is your problem.