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Company A maintains a NQDC plan subject to 409A. Company A is the sole member of LLC B. LLC B is a "participating employer" in the NQDC plan. The Plan's relevant payment trigger is a separation from service.

LLC B is a disregarded entity for most federal tax purposes and is treated as a division of Company A.

Company A sells its membership interest in LLC B to an unrelated Purchaser. For Company A's tax purposes, the transaction is treated as an asset sale.

Question: Do the LLC B employees who participate in the NQDC plan have a separation from service under 409A?

Zero guidance on this issue in the final regulations and the preamble to same and no commentary to date on the topic.

In the qualified plan world, I'm always leery of disregarded entities, e.g., if a parent with a 401(k) plan wants to extend the plan to the employees at the disregarded entity level, it's a safe practice to have the disregarded entity adopt the plan, etc.

Thanks.

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