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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

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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

For example, if the transaction occurred in the third

employment tax purposes, the “resultant” corporation

quarter of 2010 and your business is continuing to

(now called a “surviving” corporation) resulting from a

operate, you would file Schedule D (Form 941) with your

statutory merger or consolidation is the same employer

Form 941 no later than the due date for the first quarter

and taxpayer as the “absorbed” corporation (now called

of 2011. However, if your business is not continuing to

an “acquired” corporation). The predecessor-successor

operate during 2010, you would file Schedule D (Form

rules described in Rev. Proc. 2004-53 do not apply to

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

these transactions.

for the third quarter of 2010.

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

How Should You File?

using Schedule D (Form 941) by a surviving corporation

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

electronically with your electronic submission of Form

discrepancy. If the surviving corporation completes and

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

However, you may file Schedule D (Form 941) on

provide notice of a statutory merger or consolidation

paper if necessary. When filing on paper, do not attach

under Rev. Rul. 62-60.

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

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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.

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In connection with and directly after the acquisition (but

during the same calendar year) employs individuals who

Specific Instructions

immediately before the acquisition were employed in the

trade or business of the predecessor.

Completing Schedule D (Form 941)

These acquisitions satisfy the conditions for

predecessor-successor status set forth in section

Your Business Information

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

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

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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.

CAUTION

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

Tax Year of Discrepancies

as a result of the acquisition.

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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

Be sure to fill in your EIN, business name, other

and Rev. Proc. 2004-53 do not apply to such

party’s EIN, and the tax year of the discrepancies

transactions. Do not file Schedule D (Form 941) for such

TIP

on the top of page 2 as well.

transactions.

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Instructions For Schedule D (Form 941) - Report Of Discrepancies Caused By Acquisitions, Statutory Mergers, Or Consolidations Page 2

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