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Page 1 of 4 Instructions for Schedule D (Form 941) 13:20 - 27-JUN-2011

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Department of the Treasury
Instructions for Internal Revenue Service

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. TIP 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
(Copy A), to verify the following. Mergers, acquisitions, and other reorganizations
The wages you reported on Forms 941 match those generally fall into one of three categories for purposes of
•you reported on Forms W-2 (Copy A) so that your reporting employment taxes.
employees’ social security earnings records are complete • Statutory mergers and consolidations.
for benefit purposes. • Acquisitions that qualify under the
You have paid the appropriate taxes. predecessor-successor rules (see Acquisitions that
• 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
! you have reported your wages and tax liabilities Statutory Mergers and Consolidations
CAUTION correctly. In many cases, the information on If you are the surviving corporation after a statutory
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

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Page 2 of 4 Instructions for Schedule D (Form 941) 13:20 - 27-JUN-2011

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• 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
Rev. Rul. 62-60, 1962-1 C.B. 186, provides that, for 941.
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
statutory merger or consolidation only where there is a Schedule D (Form 941) was designed to be filed
discrepancy. If the surviving corporation completes and electronically with your electronic submission of Form
files Schedule D (Form 941) to explain discrepancies 941. Electronic filing of Schedule D (Form 941) enables
between the totals on Forms W-2 (Copy A) and the totals IRS to process information on the form more efficiently
on Forms 941, filing Schedule D (Form 941) will also and accurately.
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
Rev. Proc. 2004-53 contains the rules that apply to Carefully fill in your employer identification number (EIN),
employment tax reporting in a predecessor-successor name, trade name (doing business as or d/b/a), and
situation. Two procedures can be used in an acquisition complete address at the top of the schedule.
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 CAUTION assigned to your business.
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 TIP party’s EIN, and the tax year of the discrepancies
transactions. on the top of page 2 as well.
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Page 3 of 4 Instructions for Schedule D (Form 941) 13:20 - 27-JUN-2011

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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 CAUTION
for the tax year.”
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
In Column A, fill in the amount you reported to the IRS on the appropriate lines.
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
In Column B, fill in the amount you reported to SSA for answers on the appropriate lines.
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
CAUTION
Column B is “6,000,” write “(6,000)” on line 6, Column C. for the tax year.”
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Page 4 of 4 Instructions for Schedule D (Form 941) 13:20 - 27-JUN-2011

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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
Internal Revenue laws of the United States. You are law or the form, 18 min.; Preparing, copying,
required to give us the information. We need it to ensure assembling, and sending the form to the IRS, 30 min.
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
You are not required to provide the information (Form 941) simpler, we would be happy to hear from you.
requested on a form that is subject to the Paperwork You can email us at: taxforms@irs.gov. Enter “Schedule
Reduction Act unless the form displays a valid OMB D (Form 941)” on the subject line. Or write to: Internal
control number. Books or records relating to a form or its Revenue Service, Tax Products Coordinating Committee,
instructions must be retained as long as their contents SE:W:CAR:MP:T:T:SP, 1111 Constitution Ave. NW,
may become material in the administration of any Internal IR-6526, Washington, DC 20224. Do not send Schedule
Revenue law. Generally, tax returns and return D (Form 941) to this address. Instead, see How Should
information are confidential, as required by section 6103. You File?, earlier.
The time needed to complete and file Schedule D
(Form 941) will vary depending on individual

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