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ROBS exit planning tool

ROBS Exit Checklist

By Dennis Shirshikov · Published 2026-08-14 · Updated 2026-08-14

A ROBS exit is not one transaction. It is the coordinated resolution of the C corporation or business, the qualified plan, employer stock held by the plan, participants and beneficiaries, service providers, final filings and records. Use this tool to route the next workstream; do not use it as legal, tax, valuation, redemption, sale, distribution, plan-termination, dissolution or provider approval.[1][4]

What the tool does

It builds a deterministic task universe, applies objective/fact routing, catches contradictions, requires safe evidence locators for ready tasks, requires reasons for manual N/A, and stores nothing beyond current page memory.

Route the ROBS exit workstream

Use high-level facts only. Do not enter names, prices, amounts, account numbers, EINs, SSNs, addresses, document text, deal terms, valuation conclusions, tax data, or uploaded content.

This checklist code does not read or write cookies, localStorage, sessionStorage, URLs, files, clipboard, email, or network requests. Entered facts remain in current page memory until reset, refresh, or navigation; unrelated site/runtime cookies may still exist.

Choose the high-level exit objective; unknown keeps routing follow-up active.

Choose current stage; this is not a deadline or score.

Choose operating, sold, closing, closed, or unknown.

Choose active, frozen, termination authorized, assets distributed, or unknown.

Choose no stock disposition, third-party sale, corporate redemption, other documented, or unknown.

Choose whether a successor defined-contribution plan exists or is contemplated.

Choose whether distributions or rollovers are none, contemplated, started, complete, or unknown.

Choose final Form 5500-series path state; this is not a form calculator.

Yes if the plan owns or may own employer stock.

Yes if the plan still holds cash, checks, investments, receivables, residuals, or other assets.

Yes if employees, former employees, beneficiaries, or non-owner participants are affected.

Yes if buyer, redeemer, recipient, adviser, owner, family, fiduciary, lender, provider, or counterparty may be related.

Yes only when current independent valuation support is located outside this tool.

Yes only when fiduciary/conflict/prohibited-transaction review is documented.

Yes only when corporate and plan approval lanes are documented separately.

Yes only when proceeds recipient and custody path are documented.

Yes if payroll, contributions, vesting, allocations, or deposits remain unresolved.

Yes if participant loan facts remain unresolved.

Yes if missing participants, returned checks, or residual searches remain unresolved.

Yes if known plan, fiduciary, filing, valuation, payroll, or transaction issues remain.

Yes only when provider/custodian handoff is confirmed.

Yes if lender, lien, UCC, guarantee, payoff, or release work remains.

Yes only when final returns/dissolution are coordinated outside plan termination.

Optional ISO date YYYY-MM-DD. Past dates only escalate; no deadline is calculated.

Optional ISO date YYYY-MM-DD. Past dates only escalate; no deadline is calculated.

No network submission. No score, risk rating, pass/fail label, timeline, tax calculation, valuation, upload, download, print flow, email, URL read, cookie read, or storage write is performed.

Browser-local result

Readiness counts, not a score

Applicable
20
Ready
0
Missing refs
0
N/A
0

Counts exclude N/A. Ready requires a safe evidence locator. Manual N/A requires a reason. The result does not approve an exit, stock valuation, redemption, distribution, tax result, plan termination, sale, business closure, corporate dissolution, provider, or legal strategy.

Exit definition

robs-exit-01 · Exit workstream

Define separate desired outcomes for company, plan, employer stock, participants, filings and records

Owner: Owner with ERISA counsel/CPA/corporate counsel

Why: A ROBS exit is coordinated resolution of the company, plan, employer stock, participants and filings, not a single undo transaction.

Warning: Do not call refinancing, provider change, owner retirement, or account distribution a complete exit by itself.

Evidence: Exit objective memo locator

Next: Write one page that names desired outcomes separately.

Choose task readiness. Ready requires a safe outside evidence locator; manual N/A requires a non-sensitive reason.

Exit objective memo locator

Fact map

robs-exit-02 · IRS ROBS

Build ownership, plan, participant, payroll, lender and corporate fact map

Owner: TPA/recordkeeper/CPA/corporate counsel

Unknown follow-up

Why: IRS ROBS materials ask for plan status, participant information, rollover history, stock valuation, business facts and Form 5500/Form 1120 records.

Warning: Do not enter names, balances, EINs, account numbers or document text in this tool.

Evidence: Fact map locator

Next: Locate the full file outside this page and keep only a safe reference here.

Choose task readiness. Ready requires a safe outside evidence locator; manual N/A requires a non-sensitive reason.

Fact map locator

Path selection

robs-exit-03 · Exit workstream

Choose a legally documented route before irreversible action

Owner: ERISA/corporate/tax counsel with TPA

Unknown follow-up

Why: DOL fiduciary guidance separates business settlor decisions from plan implementation and requires prudent fiduciary process when plan assets are handled.

Warning: This tool does not approve an exit route or merge legal events.

Evidence: Route-selection memo locator

Next: Classify continuing-without-plan-stock, redemption, third-party sale, closure, termination, provider-only or mixed path.

Choose task readiness. Ready requires a safe outside evidence locator; manual N/A requires a non-sensitive reason.

Route-selection memo locator

Valuation

robs-exit-04 · IRS plan/asset

Obtain current independent employer-stock valuation support

Owner: Plan fiduciary/appraiser

Unknown follow-up

Why: IRS plan-asset guidance says plan assets must be valued at fair market value, not cost; ROBS materials flag valuation as a compliance concern.

Warning: No price, share value, appraisal conclusion or valuation method is calculated here.

Evidence: Current valuation locator

Next: Route transaction-level valuation to an independent qualified valuation professional.

Choose task readiness. Ready requires a safe outside evidence locator; manual N/A requires a non-sensitive reason.

Current valuation locator

Conflict screen

robs-exit-05 · DOL fiduciary/missing participant

Review related-party, prohibited-transaction and fiduciary conflicts

Owner: ERISA counsel/plan fiduciary

Unknown follow-up

Why: DOL and IRS materials require attention to parties in interest, disqualified persons, employer securities, fair-market-value and fiduciary self-dealing limits.

Warning: Related-party facts do not automatically fail, but missing review blocks readiness.

Evidence: Conflict review locator

Next: Document review before sale, redemption, other disposition, distribution or provider handoff.

Choose task readiness. Ready requires a safe outside evidence locator; manual N/A requires a non-sensitive reason.

Conflict review locator

Approvals

robs-exit-06 · Exit workstream

Separate board, shareholder, plan sponsor, trustee, fiduciary and custodian approvals

Owner: Corporate counsel/ERISA counsel

Unknown follow-up

Why: The corporation, plan and participant accounts are different legal lanes; approval in one lane does not authorize another.

Warning: Corporate approval is not plan distribution approval; provider cooperation is not fiduciary approval.

Evidence: Approval matrix locator

Next: Prepare an approval matrix with signer and authority lane only.

Choose task readiness. Ready requires a safe outside evidence locator; manual N/A requires a non-sensitive reason.

Approval matrix locator

Stock disposition

robs-exit-07 · IRS plan/asset

Document employer-stock disposition, redemption terms, funding and corporate-law solvency boundaries

Owner: Corporate counsel/ERISA counsel/CPA/appraiser

Unknown follow-up

Why: Plan-owned employer stock remains a plan asset until a reviewed sale, redemption, cancellation or other disposition is completed.

Warning: Do not assume corporate redemption is permitted, tax-free or funded by the correct party.

Evidence: Stock disposition locator

Next: Coordinate corporate law, valuation, custody and tax review before marking ready.

Choose task readiness. Ready requires a safe outside evidence locator; manual N/A requires a non-sensitive reason.

Stock disposition locator

Sale workstream

robs-exit-08 · Corporate/tax boundary

Route third-party sale facts without changing seller, asset, stock or proceeds lanes

Owner: M&A counsel/CPA/ERISA counsel

Unknown follow-up

Why: IRS sale-of-business resources distinguish asset and stock sales; ROBS adds plan-owned employer stock and plan-trust custody issues.

Warning: Business sold does not itself terminate the plan or distribute plan proceeds to the owner.

Evidence: Sale checklist locator

Next: Use the Business-Sale Checklist for transaction-specific details.

Choose task readiness. Ready requires a safe outside evidence locator; manual N/A requires a non-sensitive reason.

Sale checklist locator

Closure workstream

robs-exit-09 · Corporate/tax boundary

Coordinate creditor, payroll, tax, corporate closure and dissolution separately from plan tasks

Owner: CPA/corporate counsel/lender counsel

Unknown follow-up

Why: IRS closing-a-business guidance covers final returns, payroll tax, EIN/tax account and business-closing actions separate from plan administration.

Warning: Closing or dissolving the company does not automatically distribute plan assets or end plan duties.

Evidence: Closure workstream locator

Next: Name owners for creditor, payroll, final tax return, state dissolution and lender items.

Choose task readiness. Ready requires a safe outside evidence locator; manual N/A requires a non-sensitive reason.

Closure workstream locator

Contributions and vesting

robs-exit-10 · IRS termination/distribution

Reconcile outstanding contributions, payroll, allocations and full vesting before distributions

Owner: TPA/payroll/CPA

Unknown follow-up

Why: IRS termination steps include paying outstanding required employer contributions and fully vesting affected participants.

Warning: Do not treat final distribution or post-exit as ready while payroll or contributions are unresolved.

Evidence: Payroll contribution allocation locator

Next: Have TPA/payroll/CPA reconcile final payroll and participant allocations.

Choose task readiness. Ready requires a safe outside evidence locator; manual N/A requires a non-sensitive reason.

Payroll contribution allocation locator

Participants

robs-exit-11 · DOL fiduciary/missing participant

Coordinate participant notices, elections, consents and records

Owner: TPA/recordkeeper/ERISA counsel

Unknown follow-up

Why: DOL fiduciary materials identify participant communications, disclosures and records as plan-administration duties.

Warning: This tool does not prepare notices, decide consent, or authorize any distribution.

Evidence: Participant notice/election locator

Next: Keep participant-specific information outside this tool and preserve packet locator.

Choose task readiness. Ready requires a safe outside evidence locator; manual N/A requires a non-sensitive reason.

Participant notice/election locator

Loans/distributions

robs-exit-12 · IRS termination/distribution

Separate loans, distributions, rollovers, withholding and Form 1099-R reporting

Owner: TPA/recordkeeper/CPA

Unknown follow-up

Why: 401(k) distribution rules and ROBS materials make distributions and Form 1099-R reporting separate administration and tax-reporting workstreams.

Warning: No tax, withholding, loan offset, rollover eligibility or distribution amount is calculated here.

Evidence: Loan distribution reporting locator

Next: Route loans, withholding, rollover notices, 1099-R and Form 945 facts to professionals.

Choose task readiness. Ready requires a safe outside evidence locator; manual N/A requires a non-sensitive reason.

Loan distribution reporting locator

Proceeds custody

robs-exit-13 · IRS plan/asset

Reconcile proceeds, plan trust custody, corporate cash and residual balances

Owner: Custodian/TPA/CPA

Unknown follow-up

Why: Plan assets and corporate assets have different owners; sale or redemption proceeds must follow the documented seller and custody path.

Warning: Do not route plan proceeds directly to an individual absent reviewed distribution processing.

Evidence: Custody reconciliation locator

Next: Reconcile custody destinations without entering amounts or account data.

Choose task readiness. Ready requires a safe outside evidence locator; manual N/A requires a non-sensitive reason.

Custody reconciliation locator

Successor plan

robs-exit-14 · IRS termination/distribution

Review successor defined-contribution plan and distributable-event boundary

Owner: ERISA counsel/TPA

Unknown follow-up

Why: Plan termination is a distributable event only under specific conditions, including successor-plan boundaries.

Warning: Do not assume a termination distribution is available when a successor plan exists or is contemplated.

Evidence: Successor-plan review locator

Next: Document the successor-plan conclusion before distributions proceed.

Choose task readiness. Ready requires a safe outside evidence locator; manual N/A requires a non-sensitive reason.

Successor-plan review locator

Corrections

robs-exit-15 · IRS termination/distribution

Resolve known qualification, fiduciary, filing or transaction issues before irreversible action

Owner: ERISA counsel/TPA/CPA

Unknown follow-up

Why: IRS EPCRS and DOL correction programs can be relevant when operational, qualification, fiduciary or filing issues are identified.

Warning: This tool does not choose EPCRS, VFCP, DFVCP, excise-tax or correction strategy.

Evidence: Correction review locator

Next: Assign each known issue to the appropriate correction program or adviser.

Choose task readiness. Ready requires a safe outside evidence locator; manual N/A requires a non-sensitive reason.

Correction review locator

Provider handoff

robs-exit-16 · DOL fiduciary/missing participant

Coordinate provider/custodian cooperation, record exports, portal access and service exit

Owner: Plan sponsor/fiduciary/provider/custodian

Unknown follow-up

Why: Fiduciaries must prudently select, monitor and transition service providers; a provider change is not itself plan exit.

Warning: Do not equate provider change with ROBS exit or close access before records and filings are assigned.

Evidence: Provider handoff locator

Next: Get written handoff, export, fee and access responsibilities.

Choose task readiness. Ready requires a safe outside evidence locator; manual N/A requires a non-sensitive reason.

Provider handoff locator

Missing participants

robs-exit-17 · DOL fiduciary/missing participant

Document missing participant, residual check and uncashed-check procedures

Owner: Recordkeeper/TPA/plan fiduciary

Unknown follow-up

Why: DOL missing-participant guidance expects prudent search and follow-up where participants or beneficiaries cannot be located.

Warning: Do not enter participant names, addresses, SSNs, balances or beneficiary details here.

Evidence: Missing participant procedure locator

Next: Assign search steps, returned-payment handling and residual owner.

Choose task readiness. Ready requires a safe outside evidence locator; manual N/A requires a non-sensitive reason.

Missing participant procedure locator

Final filing

robs-exit-18 · IRS termination/distribution

Determine final Form 5500-series path after assets and distributions are resolved

Owner: TPA/signer/CPA

Unknown follow-up

Why: IRS termination guidance says applicable final Form 5500-series returns are filed after plan assets are distributed.

Warning: Final filing is not ready while assets, distributions, participant issues or filing path are unresolved.

Evidence: Final filing path locator

Next: Have the responsible signer/TPA document final Form 5500-series treatment.

Choose task readiness. Ready requires a safe outside evidence locator; manual N/A requires a non-sensitive reason.

Final filing path locator

PBGC boundary

robs-exit-19 · PBGC boundary

Confirm PBGC missing-participant/termination boundaries rather than importing defined-benefit rules

Owner: ERISA counsel/TPA

Why: PBGC termination procedures primarily address covered defined benefit plans, while PBGC missing-participant options may be relevant for certain terminating defined-contribution plans.

Warning: Do not use PBGC plan-termination steps unless counsel identifies a PBGC-covered plan.

Evidence: PBGC boundary locator

Next: Record PBGC as not applicable or separately escalated based on plan type.

Choose task readiness. Ready requires a safe outside evidence locator; manual N/A requires a non-sensitive reason.

PBGC boundary locator

Records

robs-exit-20 · DOL fiduciary/missing participant

Assign post-exit records, access, retention and responsible owner

Owner: Company/plan record custodian

Why: Plan, corporate, valuation, participant, tax, sale and closure records may be needed after the exit path is implemented.

Warning: Do not let provider exit, business closure or owner retirement strand records.

Evidence: Post-exit record owner locator

Next: Name the post-exit record owner and access path.

Choose task readiness. Ready requires a safe outside evidence locator; manual N/A requires a non-sensitive reason.

Post-exit record owner locator

Exit-path decision table

Start by classifying what is actually changing. A single plan may need more than one row, but the legal events should stay separate.[1]

Continue business without plan stock

Usually centers on employer-stock redemption, sale or other documented disposition plus plan/custody records; not the same as refinancing by itself.[8]

Corporate redemption or other buyback

Routes valuation, fiduciary conflict review, corporate-law solvency, funding source, plan trust custody and tax counsel; never assumes redemption is allowed or tax-free.[3]

Third-party business sale

Routes asset/stock structure, buyer relationship, proceeds recipient, lender releases, employees, plan-owned stock and post-sale plan path.[12]

Business closure

Routes creditors, payroll, taxes, lender liens, failed-business records, stock value/disposition, plan assets, participants and final filings.[4][11]

Provider-only change

Routes records, exports, fees and new service-provider monitoring; it is not a plan termination or ROBS exit by itself.[8]

Owner retirement or account distribution

Routes distributable-event, successor-plan, loan, missing participant, withholding/reporting and plan-asset review; it is not a complete exit if business/plan/stock remain unresolved.[5][9]

Unknown or mixed

Keeps all lanes open until advisers classify the legal events separately.[6]

Phased workflow

Map facts first, then authorize a route, implement only with advisers, resolve assets, complete participant and filing work, and assign post-exit records.[1][4]

  • Facts mapped: business state, plan state, stock ownership, participants, payroll, loans, providers, lender and tax lanes.
  • Advisers engaged: ERISA counsel, corporate counsel, CPA, TPA/recordkeeper, custodian, valuation professional and lender counsel as applicable.
  • Path authorized: written approval lanes for company, plan, fiduciary, custodian, participant and third-party actions.
  • Assets resolved: employer stock, cash, other plan assets, proceeds custody, residuals and missing participants reconciled.[2][9]
  • Final filings/post-exit: final Form 5500-series path, PBGC boundary if applicable, corporate tax/closure records, records owner and provider access preserved.[7][10]

Examples: redemption, sale, closure, provider-only and misconceptions

Refinance plus redemption

Refinancing may supply corporate cash, but it is not an exit unless plan-owned employer stock is redeemed or otherwise disposed of through reviewed corporate, valuation, fiduciary, custody and tax lanes.[3]

Third-party sale

The sale workstream must identify whether assets, corporate shares or plan-owned shares are sold and who receives proceeds. Post-sale plan continuation or termination remains separate.[12]

Closure

Business closure adds creditors, payroll, final returns, liens and dissolution. The plan still needs asset, participant, missing-participant and filing resolution.[11]

Provider-only change

A provider transition can be important, but it is not a ROBS exit. Treat it as records, service scope, fees and monitoring work.[8]

Owner account distribution

A distribution may be part of a valid plan administration path, but it does not resolve the company, stock, participants, loans, successor-plan review, missing participants or filings by itself.[5]

Red flags that should stop the workflow

  • Someone says a provider change, refinance or owner retirement automatically ends the ROBS.
  • Plan-owned employer stock remains but the exit is called complete.
  • A redemption is assumed without current valuation, conflict review, corporate-law and custody documentation.[3]
  • Related-party facts exist without prohibited-transaction and fiduciary conflict review.[3]
  • Final filings are treated as ready before assets, distributions, payroll, loans and missing participants are resolved.[7]

Professional questions to ask

  • Which legal event is happening: stock sale, asset sale, redemption, plan termination, provider transition, closure, distribution or a mixed route?[12]
  • Who owns each asset before and after the event: corporation, plan trust, participant account, buyer, lender or another party?[2]
  • What current valuation, fiduciary process and conflict analysis supports employer-stock action?[3]
  • Who signs corporate approvals, plan sponsor actions, fiduciary instructions, custodian forms, participant notices and final filings?[4][8]
  • What records survive provider exit, business closure, final return filing and participant follow-up?[11]

Definitions used in this checklist

Employer stock
Stock of the ROBS C corporation held by the qualified plan or participant accounts.[2]
Disposition
A professionally documented sale, redemption, cancellation or other path for that stock.[3]
Safe locator
A non-sensitive pointer to evidence outside this page, such as “TPA portal termination folder” or “board packet tab 3,” not the evidence itself.

Privacy, disclosure and tool limits

This free educational tool is browser-local in the narrow sense that its code does not submit data, fetch a server, read URLs, use cookies, write localStorage/sessionStorage, upload files, download files, print, email or use the clipboard. Inputs are React page state only and disappear on reset, refresh or navigation. The site or browser runtime may still use unrelated cookies or storage outside this tool.

401kROBS may earn compensation from some provider relationships elsewhere on the site. Compensation is not used in this checklist's task routing, source selection or readiness logic.

Frequently asked questions

Does this checklist unwind a ROBS?

No. It routes tasks for coordinated resolution of the company, qualified plan, plan-owned employer stock, participants, providers, filings and records. It does not approve a transaction or calculate tax.[1][4]

Is refinancing an exit?

Not automatically. Refinancing may change company debt or cash but does not by itself resolve plan-owned employer stock, participants, filings, or plan status.[2]

Can the company redeem plan-owned stock?

Only if the facts and documents support a reviewed path. The checklist routes valuation, conflict review, corporate-law solvency, custody and tax questions; it does not provide blanket redemption approval or tax-free treatment.[3]

Can the owner take a distribution and call the ROBS over?

No when the business, plan, employer stock, other assets, loans, participants, successor-plan review or filings remain unresolved. Distribution processing is one plan workstream, not a universal exit.[5]

Does changing providers terminate the plan?

No. Provider change is a service transition. The plan can remain active, frozen or separately terminated only through the applicable plan process.[8]

What data should be entered?

Only high-level routing facts and safe locators such as folder names or checklist lines. Do not enter names, amounts, prices, SSNs, EINs, account numbers, addresses, documents or transaction terms.

Primary sources checked August 14, 2026

  1. [1] IRS ROBS Compliance Project

    Checked August 14, 2026. Defines the ROBS arrangement as rollover assets used by a plan to buy stock of a new C corporation and identifies Form 5500/Form 1120, participant, valuation, prohibited-transaction and business-failure concerns.

  2. [2] IRS Retirement topics: Plan assets

    Checked August 14, 2026. Supports fair-market-value plan-asset valuation, plan investment fiduciary process, employer-stock limits by plan type, and prohibited-transaction boundaries.

  3. [3] IRS Retirement topics: Prohibited transactions

    Checked August 14, 2026. Supports sale, exchange, lease, lending, credit, services, asset-use and fiduciary self-dealing prohibited-transaction categories.

  4. [4] IRS Terminating a retirement plan

    Checked August 14, 2026. Supports amendment, termination date, full vesting, participant notice, rollover notice, outstanding contributions, asset distribution, final Form 5500-series and ongoing-plan-with-undistributed-assets boundaries.

  5. [5] IRS 401(k) distribution rules

    Checked August 14, 2026. Supports distribution-event and successor-plan review boundaries; this page does not calculate taxes, withholding or rollover eligibility.

  6. [6] IRS EPCRS overview

    Checked August 14, 2026. Supports routing known qualification or operational failures for correction analysis before irreversible exit actions.

  7. [7] IRS Form 5500 corner

    Checked August 14, 2026. Supports Form 5500-series filing boundary language without deciding form path or deadline.

  8. [8] DOL Meeting Your Fiduciary Responsibilities

    Checked August 14, 2026. Supports fiduciary prudence, service-provider monitoring, participant communications, prohibited transactions, employer-stock fair-market-value/no-sales-commission conditions, records and provider-transition boundaries.

  9. [9] DOL Field Assistance Bulletin 2014-01

    Checked August 14, 2026. Supports missing-participant search and distribution-process boundaries for terminated defined-contribution plans.

  10. [10] PBGC Missing Participants Program

    Checked August 14, 2026. Used only for PBGC missing-participant and defined-benefit termination boundary routing; typical ROBS 401(k) termination is not converted into a PBGC defined-benefit termination.

  11. [11] IRS Closing a business

    Checked August 14, 2026. Supports business-closing, payroll, final return, EIN/tax account and dissolution coordination as separate from plan termination.

  12. [12] IRS Sale of a business

    Checked August 14, 2026. Supports asset-sale, stock-sale and business-sale tax lane distinctions without approving transaction structure.