Our company sponsors two separate 401(k) plans, each of which covers a different group of our employees. Due to some internal changes, we now want to merge those plans so that we only have a single plan, covering all of our employees.
Is there anything special we have to report on our Form 5500 to reflect the plan merger, or do we just report it as if we are terminating one of the plans?
Plan mergers and terminations are two completely different types of transactions even though the end result can often look similar. As a result, they are reported differently on the Form 5500.
Before addressing the reporting, we should touch on two key differences to provide context.
- Vesting: When a plan terminates, all participants become immediately vested in their accounts regardless of the plan’s vesting schedule and the participants’ length of service. In a merger, there is not acceleration of vesting, so participants continue along the stated vesting schedule based on how long they’ve been working for the company.
- Distributions: In a plan termination, each participant gains the right to take a distribution from the disappearing plan. That distribution can be in the form of a cash payout or a rollover to an IRA or another company-sponsored plan. In a merger, all plan balances transfer en masse from the disappearing plan to the surviving plan, and participants do not gain the right to take a distribution.
Getting back to the question of reporting the transaction on the Form 5500, let’s first identify some of the similarities. In both a merger and a termination, the last Form 5500 for the disappearing plan should be marked as the final return and should also be marked as a short plan year if the final assets are paid out before the end of the current year (see Part 1, item B on the first page of Form 5500 and 5500-SF). In addition, both the participant-count and the ending asset balance should show zero.
Now for some of the important differences. First and probably most obvious is the question that asks whether there has been a resolution to terminate the plan. For a plan termination, the answer is “Yes” and for a merger, the answer is “No.”
Next is the participant count section, which includes a question about participants who are not fully vested (item 6h on Form 5500 and 5e on Form 5500-SF). Since a plan termination results in full vesting and a merger does not, the response to that question is usually different for a termination than for a merger.
Moving on to the financial schedules, when a plan terminates, the assets leaving the plan are reflected as benefit payments. If any such amounts are rolled over to another plan, they are shown as rollover contributions on the Form 5500 for the receiving plan. Since there is no requirement that these distributions be rolled over, there is no worry about the amount reported as benefit payments for one plan matching the amount shown as rollovers for another plan.
With a plan merger, the disappearing plan reports the amount that leaves as a transfer out, and the name of the receiving plan must also be listed. The recipient plan must then show the corresponding amount as a transfer in, and care should be exercised to ensure those figures match on both forms.
Although not part of the question, don’t forget about the Form 8955-SSA. To the extent the disappearing plan still holds balances of former employees who have already been reported on an 8955-SSA, a final form should be filed for the year of the merger or termination to indicate that those benefits are no longer payable from the plan (Code D). In the case of a merger, the recipient plan must then report the transferred balances for those participants on its own Form 8955-SSA (using Code C).