Form 5310-A: Filing Requirements, Deadlines, and Penalty Relief

Form 5310-A must be filed with the IRS at least 30 days before a plan merger, consolidation, spinoff, or transfer of plan assets or liabilities takes effect. The filing requirements for Form 5310-A are a notification obligation, not a request for approval: the IRS does not issue a determination letter in response, but it uses the form, and particularly the actuarial statement attached to it, to confirm that participants will not lose benefits they have already earned.¹

Transactions That Require a Filing

Three transaction types involving qualified retirement plans trigger the Form 5310-A requirement: a plan merger or consolidation, a plan spinoff, and a transfer of plan assets or liabilities to another plan. The requirement reaches any pension, profit-sharing, or deferred compensation plan. Multiemployer plans covered by the Pension Benefit Guaranty Corporation are excluded.¹

Count your filings before you start drafting. In a merger or consolidation, each plan involved files its own Form 5310-A under its own EIN and plan number. Three existing plans combining into a newly created fourth plan means four separate filings. In a spinoff, only the plan that existed before the split files, and that single filing covers the division of assets and identifies the resulting plans.² In an asset or liability transfer, which commonly accompanies corporate acquisitions and divestitures, the transferring plan, the receiving plan, or both may need to file depending on how the deal is structured.

All three transaction types must satisfy the same underlying rule: every participant must receive at least as much in benefits after the transaction as they would have received if the plan had terminated immediately beforehand.³ The actuarial statement in the filing is how you show it.

One boundary to flag. Form 5310-A also serves a second, unrelated purpose: an employer can use it to notify the IRS that it elects qualified separate lines of business (QSLOB) treatment for coverage testing. That filing has nothing to do with mergers or transfers, follows its own notification date, and only one notice is required per controlled group.² If you are reading this for a merger or spinoff, the QSLOB rules do not apply to you.

What to Gather Before You File

For each plan involved, pull together the plan sponsor’s legal name, the sponsor’s EIN, and the three-digit plan number. The form asks for a reason code identifying the transaction type: code 1 is for a QSLOB notice, code 2 for a merger or consolidation, code 3 for a spinoff, and code 4 for a transfer of plan assets or liabilities. The effective date of the transaction goes on the form as well, and that date drives the 30-day deadline.¹

The filing must include an actuarial statement of valuation showing compliance with IRC Section 401(a)(12).⁴ The actuary demonstrates that each participant’s benefits on a termination basis are at least as large after the transaction as before.³ For defined benefit plans, that calculation can be complex and expensive. Build time for the actuarial work into the transaction timeline before you commit to a closing date.

You will also report the number of affected participants. When more than one plan is involved, attach a schedule listing each other plan with its name, EIN, plan number, and plan type, so the IRS can trace assets and liabilities as they move.

Where and How to File

Form 5310-A is a paper filing. The December 2025 instructions give two addresses:¹

By U.S. Postal Service: Internal Revenue Service, TE/GE Stop 31A Team 105, P.O. Box 12192, Covington, KY 41012-0192
By express mail or delivery service: Internal Revenue Service, 7940 Kentucky Drive, Florence, KY 41042

Private delivery services cannot deliver to a P.O. box, so if you are using one, the Florence street address is the only option. Only IRS-designated private delivery services qualify for the “timely mailing as timely filing” rule. Not every carrier qualifies. Check the designated list before you rely on a courier to meet the deadline.

Transaction dates sometimes move. Pushing the effective date later is generally fine, because the original filing still sits more than 30 days ahead. Moving the date earlier is the problem. If the shift pulls the effective date inside the 30-day window, the original filing no longer satisfies the deadline and a late-filing penalty can follow.

Penalty for a Late or Missing Filing

Under IRC Section 6652(e), the penalty for failing to file a return or statement required by Section 6058 is $250 per day for every day the failure continues, capped at $150,000 for a single missed filing.⁵ The cap is reached in roughly 600 days, and the daily meter runs the whole time before that. In a transaction involving multiple plans, each missed filing carries its own cap.

The penalty falls on the plan administrator or employer responsible for the filing. The IRS issues a notice and demand for payment once it determines the filing was late, and incomplete or false information on the form can draw additional scrutiny.

Requesting Penalty Relief

The statute includes a reasonable cause exception: the penalty does not apply if the administrator shows the failure was not due to willful neglect. The IRS looks at reasonable cause case by case and weighs whether the filer acted responsibly before and after the failure.⁶

To ask for relief, call the number on the penalty notice with the notice, the specific penalty, and your explanation in hand. If the agent cannot approve relief by phone, submit a written request on Form 843, Claim for Refund and Request for Abatement.⁶

Factors the IRS treats favorably include a clean compliance history, first-time filer status for this form, having requested filing extensions where available, and correcting the failure as quickly as possible. Reliance on a third-party administrator who dropped the ball can support a waiver. Ignorance of the filing requirement is a weak argument. If you are handling your first plan merger, put the 30-day filing date on the transaction checklist before the actuary starts work, not after.

1
Internal Revenue Service. Instructions for Form 5310-A (12/2025)
2
Internal Revenue Service. Instructions for Form 5310-A
3
eCFR. 26 CFR 1.414(l)-1 – Mergers and Consolidations of Plans or Transfers of Plan Assets
4
Office of the Law Revision Counsel. 26 USC 6058 – Information Required in Connection With Certain Plans of Deferred Compensation
5
Office of the Law Revision Counsel. 26 USC 6652 – Failure to File Certain Information Returns, Registration Statements, Etc.
6
Internal Revenue Service. Penalty Relief for Reasonable Cause