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Instructions for

Department of the Treasury

Internal Revenue Service

Schedule D (Form 941)

(Rev. April 2010)

Report of Discrepancies Caused by Acquisitions, Statutory Mergers, or

Consolidations

Each party to an applicable transaction (see

Section references are to the Internal Revenue Code unless

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,

•

A consolidation, or

These instructions tell you about Schedule D (Form 941),

•

An acquisition for which you are using the alternate

Report of Discrepancies Caused by Acquisitions,

procedure under Rev. Proc. 2004-53. See Rev. Proc.

Statutory Mergers, or Consolidations. Employers can use

2004-53, 2004-34 I.R.B. 320, available at

Schedule D (Form 941), to explain certain discrepancies

– 34_IRB/AR13.html.

(caused by acquisitions, statutory mergers, and

consolidations) between Forms W-2, Wage and Tax

Do NOT file a Schedule D for:

Statement (Copy A) and Forms 941, Employer’s

•

An acquisition for which you are using the standard

QUARTERLY Federal Tax Return, for the totals of social

procedure under Rev. Proc. 2004-53 or

security wages, Medicare wages and tips, social security

•

An acquisition that is not a statutory merger or

tips, federal income tax withheld, and advance earned

consolidation and that does not qualify under the

income credit (EIC) payments.

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

page 2), or

Generally, the totals of all your Forms W-2 (Copy A)

•

Other acquisitions that are not statutory mergers or

should equal the aggregate quarterly totals you reported

consolidations and that do not qualify under the

on Forms 941. Use Schedule D (Form 941) if

predecessor-successor rules (see Acquisitions that

discrepancies exist between the totals you reported on

Qualify Under the Predecessor-Successor Rules on

those forms only as a result of an acquisition, statutory

page 2).

merger, or consolidation.

Statutory Mergers and Consolidations

IRS uses Schedule D (Form 941) to determine if

If you are the surviving corporation after a statutory

you have reported your wages and tax liabilities

merger or consolidation, you should file Schedule D

correctly. In many cases, the information on

CAUTION

(Form 941) to provide:

Schedule D (Form 941) helps the IRS resolve

•

The date of the statutory merger or consolidation;

discrepancies without contacting you.

•

The name, trade name (doing business as or d/b/a),

address, and employer identification number (EIN) of the

Who Should File Schedule D (Form 941)?

acquired corporation; and

•

An explanation of any discrepancies between Forms

You do not need to file a Schedule D (Form 941) for

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

every merger, acquisition, or other reorganization that

security wages, Medicare wages and tips, social security

occurs. File Schedule D (Form 941) only for those

tips, federal income tax withheld, and advance EIC

acquisitions, statutory mergers or consolidations that

payments.

create discrepancies between Forms W-2 (Copy A) and

Forms 941 in the totals of:

If you are the acquired corporation after a statutory

•

Social security wages,

merger or consolidation and you are filing a final Form

•

Medicare wages and tips,

941, you should file Schedule D (Form 941) to provide:

•

Social security tips,

The date of the statutory merger or consolidation;

•

Federal income tax withheld, and

The name, trade name (doing business as or d/b/a),

•

Advance EIC payments.

address, and EIN of the surviving corporation; and

Cat. No. 38789M

Instructions For Schedule D (Form 941) - Report Of Discrepancies Caused By Acquisitions, Statutory Mergers, Or Consolidations - 2010

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