Department of the Treasury

Internal Revenue Service Instructions for

Schedule D (Form 941)

(Rev. June 2011)

Report of Discrepancies Caused by Acquisitions, Statutory Mergers, or

Consolidations

Section references are to the Internal Revenue Code unless Each party to an applicable transaction (see

otherwise noted.

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below) files its own Schedule D (Form 941).

General Instructions

File Schedule D (Form 941) for:

Understanding Schedule D (Form 941) • A statutory merger,

These instructions tell you about Schedule D (Form 941), • A consolidation, or

Report of Discrepancies Caused by Acquisitions, • An acquisition for which you are using the alternate

Statutory Mergers, or Consolidations. Employers can use procedure under Rev. Proc. 2004-53. See Rev. Proc.

Schedule D (Form 941), to explain certain discrepancies 2004-53, 2004-34 I.R.B. 320, available at 

(caused by acquisitions, statutory mergers, and www.irs.gov/irb/2004–34_IRB/ar13.html.

consolidations) between Forms W-2, Wage and Tax

Statement (Copy A), and Forms 941, Employer’s Do NOT file a Schedule D for:

QUARTERLY Federal Tax Return, for the totals of social • An acquisition for which you are using the standard

security wages, Medicare wages and tips, social security procedure under Rev. Proc. 2004-53, or

tips, federal income tax withheld, and advance earned • An acquisition that is not a statutory merger or

income credit (EIC) payments (for tax years ending consolidation and that does not qualify under the

before January 1, 2011). predecessor-successor rules. See Acquisitions that

Qualify Under Predecessor-Successor Rules, on page 2, What Is Schedule D (Form 941)? for a complete discussion of the predecessor-successor

rules. Each year the Internal Revenue Service (IRS) and the

Social Security Administration (SSA) compare the totals Types of Mergers and Acquisitions on your Forms 941 with the totals from your Forms W-2 Mergers, acquisitions, and other reorganizations (Copy A), to verify the following. generally fall into one of three categories for purposes of • The wages you reported on Forms 941 match those reporting employment taxes. you reported on Forms W-2 (Copy A) so that your • Statutory mergers and consolidations. employees’ social security earnings records are complete • Acquisitions that qualify under the for benefit purposes. predecessor-successor rules (see Acquisitions that • You have paid the appropriate taxes. Qualify Under Predecessor-Successor Rules on

Generally, the totals of all your Forms W-2 (Copy A) page 2). should equal the aggregate quarterly totals you reported • Other acquisitions that are not statutory mergers or on Forms 941. Use Schedule D (Form 941) if consolidations and that do not qualify under the discrepancies exist between the totals you reported on predecessor-successor rules (see Acquisitions that those forms only as a result of an acquisition, statutory Qualify Under the Predecessor-Successor Rules on 

merger, or consolidation. page 2).

IRS uses Schedule D (Form 941) to determine if Statutory Mergers and Consolidations you have reported your wages and tax liabilities

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correctly. In many cases, the information on If you are the surviving corporation after a statutory

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Schedule D (Form 941) helps the IRS resolve merger or consolidation, you should file Schedule D

discrepancies without contacting you. (Form 941) to provide:

• The date of the statutory merger or consolidation; Who Should File Schedule D (Form 941)? • The name, trade name (doing business as or d/b/a),

address, and employer identification number (EIN) of the You do not need to file a Schedule D (Form 941) for acquired corporation; and every merger, acquisition, or other reorganization that • An explanation of any discrepancies between Forms occurs. File Schedule D (Form 941) only for those W-2 (Copy A) and Forms 941 in the totals of social acquisitions, statutory mergers or consolidations that security wages, Medicare wages and tips, social security create discrepancies between Forms W-2 (Copy A) and tips, federal income tax withheld, and advance EIC Forms 941 in the totals of: payments (only for tax years ending before January 1, • Social security wages, 2011). • Medicare wages and tips,

• Social security tips, If you are the acquired corporation after a statutory

• Federal income tax withheld, and merger or consolidation and you are filing a final Form

• Advance EIC payments (for tax years ending before 941, you should file Schedule D (Form 941) to provide:

January 1, 2011). • The date of the statutory merger or consolidation;

Jun 27, 2011 Cat. No. 38789M
• The name, trade name (doing business as or d/b/a), When Should You File?

address, and EIN of the surviving corporation; and

• An explanation of any discrepancies between Forms If your business is continuing to operate, you should file

W-2 (Copy A) and Forms 941 in the totals of social Schedule D (Form 941) with your Form 941 no later than

security wages, Medicare wages and tips, social security the due date of your Form 941 for the first quarter of the

tips, federal income tax withheld, and advance EIC year after the calendar year of the transaction.

payments (only for tax years ending before January 1, If your business is not continuing to operate, you 2011). should file Schedule D (Form 941) with your final Form

941. Rev. Rul. 62-60, 1962-1 C.B. 186, provides that, for

employment tax purposes, the “resultant” corporation For example, if the transaction occurred in the third

(now called a “surviving” corporation) resulting from a quarter of 2010 and your business is continuing to

statutory merger or consolidation is the same employer operate, you would file Schedule D (Form 941) with your

and taxpayer as the “absorbed” corporation (now called Form 941 no later than the due date for the first quarter

an “acquired” corporation). The predecessor-successor of 2011. However, if your business is not continuing to

rules described in Rev. Proc. 2004-53 do not apply to operate during 2010, you would file Schedule D (Form

these transactions. 941) with your final Form 941 no later than the due date

for the third quarter of 2010.

However, Rev. Proc. 2004-53 provides guidance for

using Schedule D (Form 941) by a surviving corporation How Should You File?

or an acquired corporation to report information after a Schedule D (Form 941) was designed to be filed statutory merger or consolidation only where there is a

discrepancy. If the surviving corporation completes and electronically with your electronic submission of Form

941. Electronic filing of Schedule D (Form 941) enables files Schedule D (Form 941) to explain discrepancies IRS to process information on the form more efficiently between the totals on Forms W-2 (Copy A) and the totals and accurately. on Forms 941, filing Schedule D (Form 941) will also

provide notice of a statutory merger or consolidation However, you may file Schedule D (Form 941) on

under Rev. Rul. 62-60. paper if necessary. When filing on paper, do not attach

Schedule D (Form 941) to your Form 941. Instead, file

Acquisitions that Qualify Under the Schedule D (Form 941) separately using the following

Predecessor-Successor Rules address.

Acquisitions that qualify under the IRS Philadelphia Campus

predecessor-successor rules are acquisitions in which a Mail Stop 4-G08 151

successor employer: 2970 Market Street • Acquires substantially all the property used in a trade Philadelphia, PA 19104

or business of another employer (predecessor) or in a Do not use this address to file Form 941. See Where

separate unit of a trade or business of a predecessor, Should You File? in the Instructions for Form 941 for the

and filing address of Form 941. • In connection with and directly after the acquisition (but

during the same calendar year) employs individuals who

immediately before the acquisition were employed in the

trade or business of the predecessor. Specific Instructions

These acquisitions satisfy the conditions for Completing Schedule D (Form 941) predecessor-successor status set forth in section

3121(a)(1) and Regulations section 31.3121(a)(1)-1(b). Your Business Information

Carefully fill in your employer identification number (EIN), Rev. Proc. 2004-53 contains the rules that apply to name, trade name (doing business as or d/b/a), and employment tax reporting in a predecessor-successor complete address at the top of the schedule. situation. Two procedures can be used in an acquisition

that qualifies as a predecessor-successor situation. Always be sure the EIN on the Schedule D (Form • Standard procedure—Do not file Schedule D (Form 941) you file exactly matches the EIN the IRS 941). No discrepancies should exist between the totals of assigned to your business.

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the Forms W-2 (Copy A) and the totals of the Forms 941

as a result of the acquisition. Tax Year of Discrepancies • Alternate procedure—Each party in the transaction In the box at the top of the schedule, write the tax year should file Schedule D (Form 941). Forms W-2 (Copy A) (not the quarter) in which the discrepancies occurred. filed by the successor may include amounts reported on Write the tax year using four digits. For example, if the Forms 941 filed by the predecessor. transaction occurred on March 22, 2011, write “2011” in

the box. Other Acquisitions Make sure you fill in the correct tax year so you can If you completed other acquisitions that are not statutory reconcile the information appropriately. The tax year mergers or consolidations and that do not qualify under must be the same as the calendar year you write in Part the predecessor-successor rules, no discrepancies 1, line 2. should exist as a result of the acquisition. Rev. Rul. 62-60

and Rev. Proc. 2004-53 do not apply to such Be sure to fill in your EIN, business name, other

transactions. Do not file Schedule D (Form 941) for such party’s EIN, and the tax year of the discrepancies

transactions. on the top of page 2 as well.

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Type of Submission If no Forms W-2 (Copy A) were filed by you, write

“-0-” in Column B, “Amount you reported to SSA Check the appropriate box to show whether this form is for the tax year.”

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the “Original” Schedule D (Form 941) for a specific

transaction or corrects (mark “Corrected”) a Schedule D If you are filing for one transaction only, stop here. If

(Form 941) you previously submitted. you are filing for more than one transaction, go to Part 3.

Part 1: Answer these background Part 3: Fill this part out ONLY if you

questions are filing more than one Schedule D

1. Check the appropriate box to explain the type of (Form 941) for any calendar year

transaction for which you are submitting Schedule D If you are filing only one Schedule D (Form 941) for the (Form 941). See Types of Mergers and Acquisitions on calendar year, leave this part blank. page 1 for details. When more than one statutory merger, consolidation, File Schedule D (Form 941) after either: or acquisition occurs during a calendar year, file a

a. A statutory merger or consolidation (Check whether separate Schedule D (Form 941) for each transaction. you are an acquired corporation or a surviving Complete Part 3 for each transaction. For instance, if you corporation.), or have 11 different transactions in a calendar year, you b. An acquisition for which you are using the alternate need to file 11 different Schedules D (Form 941). Part 2 procedure under Rev. Proc. 2004-53. (Check whether would be the same for each schedule. Part 3 would show

you are a predecessor or a successor.) one of the 11 transactions. For example, the amount

2. Fill in the effective date of the transaction in the entered in Part 2 on line 4 for Column C should equal the

box. Make sure you write the month, day, and year in this total of all 11 entries in Part 3 on line 10 for Column C.

format: MM/DD/YYYY. The year must be the same as the Line 9. Show the number of schedules you are filing for calendar year you write in the box at the top of the the year and identify which schedule this is. For example, schedule. if you had three different transactions in a calendar year 3. Fill in the contact information about the OTHER and you are filing a Schedule D (Form 941) to describe PARTY in the transaction by including the other party’s the second transaction, fill in “2” and “3” so the sentence EIN, name, trade name (doing business as or d/b/a), reads: “This is schedule 2 of 3. ”

complete address, and phone number. Verify the other Lines 10–14. For purposes of Part 3, Columns A and B, party’s EIN to make sure it is correct. the term “employees affected by the transaction reported

on this Schedule D” means those employees who

Part 2: Tell us about the received wages that were reported on Forms 941 filed by

one employer but whose wages were reported on Form discrepancies with your returns W-2 (Copy A) filed by another employer as a result of this

Lines 4–8. Gather your information about the social particular transaction. Report the totals for social security

security wages, Medicare wages and tips, social security wages, Medicare wages and tips, social security tips,

tips, federal income tax withheld, and advance earned federal income tax withheld, and advance earned income

income credit (EIC) payments (for tax years ending credit (EIC) payments (for tax years ending before

before January 1, 2011) you reported. When entering January 1, 2011).

money amounts from your Forms 941 and W-2 (Copy A) In Column A, fill in the amount you reported to the IRS on lines 4–14, you may round to the nearest dollar. Do for the tax year for employees affected by the transaction not show dollar signs but do use commas as appropriate. reported on this Schedule D (Form 941) for each of the Show an amount (even if it is zero) for each column of a items. Add the totals from all your Forms 941, as line. corrected by any Forms 941-X, and write your answers

on the appropriate lines. In Column A, fill in the amount you reported to the IRS

for the tax year for each of the items. Add the totals from In Column B, fill in the amount you reported to SSA for

all Forms 941, as corrected by any Forms 941-X, the tax year for employees affected by the transaction

Adjusted Employer’s QUARTERLY Federal Tax Return reported on this Schedule D (Form 941) for each of the

or Claim for Refund, and write your answers on the items. Add the totals from all Forms W-2 (Copy A), as

appropriate lines. corrected by any Forms W-2c (Copy A), and write your

answers on the appropriate lines. In Column B, fill in the amount you reported to SSA for

each of the items. Add the totals from all Forms W-2 Calculate the differences between the entries in the

(Copy A), as corrected by any Forms W-2c, Corrected columns:

Wage and Tax Statement (Copy A), and write your Column A answers on the appropriate lines. – Column B

Calculate the differences between the entries in the Column C

columns:

Column A Enter any negative result in parentheses, if possible. – Column B For example, if line 12, Column A is “-0-” and line 12, Column C Column B is “6,000,” write “(6,000)” on line 12, Column

C.

Enter any negative result in parentheses, if possible. If no Forms W-2 (Copy A) were filed by you, write

For example, if line 6, Column A is “-0-” and line 6, “-0-” in Column B, “Amount you reported to SSA

Column B is “6,000,” write “(6,000)” on line 6, Column C. for the tax year.”

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Paperwork Reduction Act Notice. We ask for the circumstances. The estimated average time is:

information on Schedule D (Form 941) to carry out the Recordkeeping, 11 hr., 43 min.; Learning about the

law or the form, 18 min.; Preparing, copying, Internal Revenue laws of the United States. You are

assembling, and sending the form to the IRS, 30 min. required to give us the information. We need it to ensure

you are complying with these laws and to allow us to If you have comments concerning the accuracy of this

figure and collect the right amount of tax. time estimate or suggestions for making Schedule D

(Form 941) simpler, we would be happy to hear from you. You are not required to provide the information You can email us at: taxforms@irs.gov. Enter “Schedule requested on a form that is subject to the Paperwork D (Form 941)” on the subject line. Or write to: Internal Reduction Act unless the form displays a valid OMB Revenue Service, Tax Products Coordinating Committee, control number. Books or records relating to a form or its SE:W:CAR:MP:T:T:SP, 1111 Constitution Ave. NW, instructions must be retained as long as their contents IR-6526, Washington, DC 20224. Do not send Schedule may become material in the administration of any Internal D (Form 941) to this address. Instead, see How Should Revenue law. Generally, tax returns and return You File?, earlier. information are confidential, as required by section 6103.

The time needed to complete and file Schedule D

(Form 941) will vary depending on individual

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