Instructions for
Department of the Treasury
Internal Revenue Service
Schedule D (Form 941)
(Rev. June 2011)
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.
below) files its own Schedule D (Form 941).
TIP
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
(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
•
tips, federal income tax withheld, and advance earned
An acquisition that is not a statutory merger or
consolidation and that does not qualify under the
income credit (EIC) payments (for tax years ending
predecessor-successor rules. See Acquisitions that
before January 1, 2011).
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
If you are the surviving corporation after a statutory
correctly. In many cases, the information on
CAUTION
merger or consolidation, you should file Schedule D
Schedule D (Form 941) helps the IRS resolve
(Form 941) to provide:
discrepancies without contacting you.
•
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