Subscribe (Free) to
Daily or Weekly Newsletters
Post a Job

Featured Jobs

Trust Accounting/5500 Specialist

Sentinel Benefits & Financial Group
(Remote / Wakefield MA)

Sentinel Benefits & Financial Group logo

Conversions Specialist

BlueStar Retirement Services, Inc.
(Remote)

BlueStar Retirement Services, Inc. logo

DB/DC Administrator

Primark Benefits
(Remote / San Mateo CA)

Primark Benefits logo

Pension Administrator

American Pension, LLC
(Berkeley Heights NJ)

American Pension, LLC logo

Retirement Plan Administrator

Prime Pensions Northwest, LLC
(Remote)

Prime Pensions Northwest, LLC logo

Plan Administrator

BlueStar Retirement Services Inc.
(Remote)

BlueStar Retirement Services Inc. logo

Retirement Plan Administrator

Retirement Solutions Specialists, LLC
(Remote)

Retirement Solutions Specialists, LLC logo

Plan Administration Manager

Southern Pension Services
(Remote / Tampa FL)

Southern Pension Services logo

Retirement Plan Administrator

Fulton Bank / Fulton Financial Advisors
(Remote)

Fulton Bank / Fulton Financial Advisors logo

Pension Administrator

Actuaries Unlimited, Inc.
(Remote / Los Angeles CA)

Actuaries Unlimited, Inc. logo

Manager, Client Relationship Management

Guideline, Inc.
(Remote / Solana Beach CA)

Guideline, Inc. logo

Retirement Operations Specialist

Fringe Benefit Group
(Remote)

Fringe Benefit Group logo

Customer Success Associate

Guideline, Inc.
(Remote / Austin TX / Solana Beach CA / Portland ME / San Mateo CA / CO / FL / GA)

Guideline, Inc. logo

Retirement Plan Administrator

Nicholas Pension Consultants
(Remote / Rancho Cordova CA / Corona CA)

Nicholas Pension Consultants logo

Member Services Supervisor

DC Retirement Board
(Remote / Washington DC)

DC Retirement Board logo

Client Manager DB/DC

CMC Pension Professionals
(Remote / Glendale CA)

CMC Pension Professionals logo

Retirement Plan Account Manager

Aegis Retirement Partners, LLC
(Remote / CT / MA / NH / RI)

Aegis Retirement Partners, LLC logo

Pension Plan Administrator

DeMars Pension Consulting Services, Inc.
(Overland Park KS / MO / NE / OK)

View More Employee Benefits Jobs

Free Newsletters

“BenefitsLink continues to be the most valuable resource we have at the firm.”

-- An attorney subscriber

Mobile App image LinkedIn icon
Twitter icon
Facebook icon

BenefitsLink > Q&A Columns >

Who's the Employer?

Answers are provided by S. Derrin Watson, JD, APM

Nonprofits and Controlled Groups

(Posted March 19, 2001)

Question 85: X corp is a not-for-profit entity. X corp is the sole member and controlling entity of Y hospital. X corp also created several for-profit entities. Each for-profit entity issued all of its stock to a trust. X corp is the sole beneficiary of each trust. Are X corp, Y hospital and each of the for-profit entities a controlled group under Internal Revenue Code section 414?

Answer: Let's start at the most basic level. We have a series of trusts, each of which has a single beneficiary, X, and each of which owns 100% of the stock of a corporation. X is deemed to own 100% of what each trust holds, because it is the sole beneficiary. Thus, after attribution, X is deemed to own 100% of the stock of each business. That's a classic parent-subsidiary controlled group. All of those businesses are treated as a single entity under Code section 414(b).

Now we come to Y. Y is a nonprofit organization, but its sole member, X, controls the Board of Directors. With regard to this situation, the IRS has said privately that control of the Board is tantamount to ownership of the stock, which the IRS would say causes Y to be under common control with X and its profit-making subsidiaries.

However, there is doubt on that issue. For one thing, there is absolutely nothing in Code section 414(c) or the regulations under Code section 414(c) that justifies this conclusion. The IRS has said, in essence, "Until we figure out what to do with these situations, any reasonable good faith interpretation of the Code will do." The IRS does not presently seem to be in any great hurry to write any regulations on the subject.

So, with regard to all the entities other than Y, it is clear that they are in a controlled group. (There is no way I can see how 414(b) could be construed otherwise.) As for Y, you have a choice. If you want it to be part of the group, then go along with the IRS' analysis, and you can be reasonably confident that nobody will challenge you. If you really want Y to be separate, then you could argue that it is not literally under common control, based on the language of Code section 414(c) as it stands now.

The common control rules, including those relating to common control under IRC 414(c), are discussed in more detail in Chapter 12 of my book, Who's the Employer?.


Important notice:

Answers are provided as general guidance on the subjects covered in the question and are not provided as legal advice to the questioner or to readers. Any legal issues should be reviewed by your legal counsel to apply the law to the particular facts of this and similar situations.

The law in this area changes frequently. Answers are believed to be correct as of the posting dates shown. The completeness or accuracy of a particular answer may be affected by changes in the law (statutes, regulations, rulings, court decisions, etc.) that occur after the date on which a particular Q&A is posted.


Copyright 1999-2017 S. Derrin Watson
Related links:

(restricted access)

(restricted access)

© 2022 BenefitsLink.com, Inc.