Key Insight
ROBS is legal, IRS-recognized, and widely used in SMB acquisitions. It's also administratively complex and creates ongoing compliance obligations that many buyers underestimate. Use it with a specialist — not a DIY approach.
How ROBS Works
- A new C-corporation is formed to acquire the business
- The C-corp establishes a qualified retirement plan (401(k))
- The buyer rolls their existing retirement funds into the new plan (tax-free rollover)
- The retirement plan purchases stock in the new C-corp
- The C-corp uses those funds as equity to acquire the business (or fund the SBA equity injection)
The retirement funds are now invested in the business — the buyer is a shareholder and the retirement plan is a shareholder. No early withdrawal penalty; no taxable distribution.
Why Buyers Use ROBS
The primary use case is the SBA equity injection requirement. If a buyer has $200K in retirement savings but limited liquid cash, ROBS converts that retirement account into a usable equity source without a 10% early withdrawal penalty and ordinary income tax on the distribution.
The Ongoing Compliance Burden
ROBS is not a one-time transaction — it creates an employer-sponsored retirement plan that must:
- File Form 5500 annually with the DOL
- Offer the plan to all eligible employees (not just the owner)
- Follow ERISA fiduciary standards
- Value the company stock annually (for the plan's benefit)
Annual compliance administration typically costs $1,500-$3,000/year through a ROBS provider.
The Risk
If the business fails, the retirement funds are gone. ROBS amplifies concentration risk — the buyer's primary retirement savings and their primary income source are now the same asset.
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