Mountaintop Capital Partners LLC structures compliant ROBS transactions so founders can invest eligible retirement assets in a new operating company, access growth capital, and preserve cash flow from day one.

At a Glance

• What it is: A retirement plan rollover that purchases stock in your new C-corporation
• Use cases: Startup capital, franchise launches, acquisitions, working capital, equipment
• Key benefit: No loan payments and no early withdrawal taxes if structured correctly
• Governance: Ongoing plan administration, annual filings, valuation and eligibility testing

How a ROBS Works

• Form a new C-corporation and adopt a qualified 401(k) plan with employer stock as an investment option.
• Roll over eligible retirement funds from an existing 401(k), 403(b), or pre-tax IRA into the new plan.
• Plan purchases company stock at fair market value, capitalizing the business with cash.
• Company deploys proceeds for approved business purposes such as buildout, equipment, or franchise fees.
• Administer the plan each year, including Form 5500, nondiscrimination testing, and independent valuation of employer securities.

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Where ROBS Fits Best

Founders who have meaningful retirement balances, a defined business plan, and a near-term need for equity rather than debt. ROBS is often paired with senior financing to optimize the capital stack. For bank or SBA leverage alongside equity, consider SBA 7(a) Loans and Business Loans for Startups

Eligibility Snapshot

• C-corporation entity required, S-corp is not eligible
• Owner must work in the business as a bona fide employee
• Retirement assets must be eligible for rollover and under the participant’s control
• The 401(k) plan must be offered to eligible employees once service thresholds are met
• Employer stock must be valued by a qualified, independent appraiser

What You Will Need

• Articles of incorporation and EIN for the new C-corp
• 401(k) plan documents, adoption agreement, and trust account
• Recent statements for the rollover accounts and custodian details
• Business plan, 24-month financial projections, use of funds
• Engagement of a third-party administrator and independent valuation firm

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Costs and Timelines

• Typical setup: plan design, incorporation, rollover, and stock purchase in a defined project plan
• Ongoing duties: annual Form 5500, nondiscrimination testing, updated valuation, participant notices
• Fees: plan setup and administration, valuation, legal and custodial fees disclosed up front

Compliance Matters

ROBS must meet IRS and Department of Labor requirements. Prohibited transactions, unreasonable compensation, or selective eligibility can create tax exposure. We coordinate ERISA counsel, third-party administration, and valuation so the structure remains defensible. This content is general information. It is not tax, legal, or investment advice.

Why Mountaintop Capital Partners

• Wall Street trained team aligning equity from ROBS with senior debt for a complete financing plan
• Bank and SBA relationships for blended structures that reduce cost of capital
• Single senior contact coordinating counsel, TPA, custodian, and valuation
• Encrypted client portal, rigorous KYC and AML, transparent economics