5500 - Stock Acquisition

Company A has a 401(k) Plan - On  March 1 of 2018 they were purchased by Company B ( no prior relationship). This was a stock purchase.  Company A terminated their 401(k) Plan February 27, 2018. All assets were distributed by June 2018.

My question is in regards to who signs the 5500 for 2017 and the final return for 2018.

Isn't the prior employer of Company A responsible for the 2017 filing.

Since this was a stock acquisition,  and the payouts and final 5500 are processed after the stock acquisition, is Company B responsible for the filing.  Or  does this responsibly still fall to the prior employer of Company A. 

Getting conflicting info from all the parties, so I thought I would ask the "experts"

Just off the top of my head, if it was a stock purchase, then Company A continues to exist and is still required to fulfill the obligations that fall on it as plan sponsor and plan administrator.  I am assuming that no changes have since been made to the plan document.  I further assume that the officers and directors of A submitted their resignations when the deal closed. 

Since Company B owns all the stock of Company A, and presumably can appoint directors and officers of Company A, I would think that B would see that all things necessary to obtain a determination letter (if advisable), distribute assets, pay vendors, and make final filings are done.  Otherwise, the IRS or DOL will be tracing the links back to see who in fact should have. 

In short, A is directly responsible but, if the fiduciaries and administrators have all resigned, then B must replace them so the plan termination can be wound up.

I would start with the Board Resolution to close the plan.  In our experience, the board resolution usually lists who is responsible for the plan closing, which would include the responsibility for filing the final 5500 form.

Pretty much in agreement with James K and Pam Shoup, although less optimistic than she that was addressed in a document. Unless the plan document, the stock purchase agreement, or some other corporate instrument appoints someone else as plan administrator, the default "administrator" with legal responsibility to file the 5500's is the current sponsoring employer. This becomes a routine business expense of the sub that the acquirer bought into when it bought the sub, like unpaid bills or fines. Place to deal with this was probably the stock purchase agreement. You should probably check to make sure it wasn't addressed there.