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טופס 941 הוראות לתזמן D

הוראות לוח זמנים D (Form 941), דו"ח של חסרונות שנגרמו על ידי רכישות, Statutory Mergers או Consolidations

הכומר יוני 2011

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  • 941 (Schedule D) - דיווח על חסרונות מקור: Acquisitions, Statutory Mergers או Consolidations
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הורד
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  
otherwise noted.  
Each party to an applicable transaction (see  
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),  
Report of Discrepancies Caused by Acquisitions,  
Statutory Mergers, or Consolidations. Employers can use  
Schedule D (Form 941), to explain certain discrepancies  
(caused by acquisitions, statutory mergers, and  
consolidations) between Forms W-2, Wage and Tax  
Statement (Copy A), and Forms 941, Employer’s  
QUARTERLY Federal Tax Return, for the totals of social  
security wages, Medicare wages and tips, social security  
tips, federal income tax withheld, and advance earned  
income credit (EIC) payments (for tax years ending  
before January 1, 2011).  
An acquisition for which you are using the alternate  
procedure under Rev. Proc. 2004-53. See Rev. Proc.  
2004-53, 2004-34 I.R.B. 320, available at  
Do NOT file a Schedule D for:  
An acquisition for which you are using the standard  
procedure under Rev. Proc. 2004-53, or  
An acquisition that is not a statutory merger or  
consolidation and that does not qualify under the  
predecessor-successor rules. See Acquisitions that  
Qualify Under Predecessor-Successor Rules, on page 2,  
for a complete discussion of the predecessor-successor  
rules.  
What Is Schedule D (Form 941)?  
Each year the Internal Revenue Service (IRS) and the  
Social Security Administration (SSA) compare the totals  
on your Forms 941 with the totals from your Forms W-2  
(Copy A), to verify the following.  
Types of Mergers and Acquisitions  
Mergers, acquisitions, and other reorganizations  
generally fall into one of three categories for purposes of  
reporting employment taxes.  
The wages you reported on Forms 941 match those  
you reported on Forms W-2 (Copy A) so that your  
employees’ social security earnings records are complete  
for benefit purposes.  
Statutory mergers and consolidations.  
Acquisitions that qualify under the  
predecessor-successor rules (see Acquisitions that  
Qualify Under Predecessor-Successor Rules on  
page 2).  
You have paid the appropriate taxes.  
Generally, the totals of all your Forms W-2 (Copy A)  
should equal the aggregate quarterly totals you reported  
on Forms 941. Use Schedule D (Form 941) if  
discrepancies exist between the totals you reported on  
those forms only as a result of an acquisition, statutory  
merger, or consolidation.  
Other acquisitions that are not statutory mergers or  
consolidations and that do not qualify under the  
predecessor-successor rules (see Acquisitions that  
Qualify Under the Predecessor-Successor Rules on  
page 2).  
IRS uses Schedule D (Form 941) to determine if  
Statutory Mergers and Consolidations  
If you are the surviving corporation after a statutory  
merger or consolidation, you should file Schedule D  
(Form 941) to provide:  
The date of the statutory merger or consolidation;  
The name, trade name (doing business as or d/b/a),  
address, and employer identification number (EIN) of the  
acquired corporation; and  
An explanation of any discrepancies between Forms  
W-2 (Copy A) and Forms 941 in the totals of social  
security wages, Medicare wages and tips, social security  
tips, federal income tax withheld, and advance EIC  
payments (only for tax years ending before January 1,  
2011).  
you have reported your wages and tax liabilities  
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CAUTION  
correctly. In many cases, the information on  
Schedule D (Form 941) helps the IRS resolve  
discrepancies without contacting you.  
Who Should File Schedule D (Form 941)?  
You do not need to file a Schedule D (Form 941) for  
every merger, acquisition, or other reorganization that  
occurs. File Schedule D (Form 941) only for those  
acquisitions, statutory mergers or consolidations that  
create discrepancies between Forms W-2 (Copy A) and  
Forms 941 in the totals of:  
Social security wages,  
Medicare wages and tips,  
Social security tips,  
If you are the acquired corporation after a statutory  
merger or consolidation and you are filing a final Form  
941, you should file Schedule D (Form 941) to provide:  
The date of the statutory merger or consolidation;  
Federal income tax withheld, and  
Advance EIC payments (for tax years ending before  
January 1, 2011).  
Jun 27, 2011  
Cat. No. 38789M  
The name, trade name (doing business as or d/b/a),  
address, and EIN of the surviving corporation; and  
An explanation of any discrepancies between Forms  
W-2 (Copy A) and Forms 941 in the totals of social  
security wages, Medicare wages and tips, social security  
tips, federal income tax withheld, and advance EIC  
payments (only for tax years ending before January 1,  
2011).  
When Should You File?  
If your business is continuing to operate, you should file  
Schedule D (Form 941) with your Form 941 no later than  
the due date of your Form 941 for the first quarter of the  
year after the calendar year of the transaction.  
If your business is not continuing to operate, you  
should file Schedule D (Form 941) with your final Form  
941.  
For example, if the transaction occurred in the third  
quarter of 2010 and your business is continuing to  
operate, you would file Schedule D (Form 941) with your  
Form 941 no later than the due date for the first quarter  
of 2011. However, if your business is not continuing to  
operate during 2010, you would file Schedule D (Form  
941) with your final Form 941 no later than the due date  
for the third quarter of 2010.  
Rev. Rul. 62-60, 1962-1 C.B. 186, provides that, for  
employment tax purposes, the “resultant” corporation  
(now called a “surviving” corporation) resulting from a  
statutory merger or consolidation is the same employer  
and taxpayer as the “absorbed” corporation (now called  
an “acquired” corporation). The predecessor-successor  
rules described in Rev. Proc. 2004-53 do not apply to  
these transactions.  
However, Rev. Proc. 2004-53 provides guidance for  
using Schedule D (Form 941) by a surviving corporation  
or an acquired corporation to report information after a  
statutory merger or consolidation only where there is a  
discrepancy. If the surviving corporation completes and  
files Schedule D (Form 941) to explain discrepancies  
between the totals on Forms W-2 (Copy A) and the totals  
on Forms 941, filing Schedule D (Form 941) will also  
provide notice of a statutory merger or consolidation  
under Rev. Rul. 62-60.  
How Should You File?  
Schedule D (Form 941) was designed to be filed  
electronically with your electronic submission of Form  
941. Electronic filing of Schedule D (Form 941) enables  
IRS to process information on the form more efficiently  
and accurately.  
However, you may file Schedule D (Form 941) on  
paper if necessary. When filing on paper, do not attach  
Schedule D (Form 941) to your Form 941. Instead, file  
Schedule D (Form 941) separately using the following  
address.  
Acquisitions that Qualify Under the  
Predecessor-Successor Rules  
Acquisitions that qualify under the  
predecessor-successor rules are acquisitions in which a  
successor employer:  
Acquires substantially all the property used in a trade  
or business of another employer (predecessor) or in a  
separate unit of a trade or business of a predecessor,  
and  
IRS Philadelphia Campus  
Mail Stop 4-G08 151  
2970 Market Street  
Philadelphia, PA 19104  
Do not use this address to file Form 941. See Where  
Should You File? in the Instructions for Form 941 for the  
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  
predecessor-successor status set forth in section  
3121(a)(1) and Regulations section 31.3121(a)(1)-1(b).  
Completing Schedule D (Form 941)  
Your Business Information  
Carefully fill in your employer identification number (EIN),  
name, trade name (doing business as or d/b/a), and  
complete address at the top of the schedule.  
Rev. Proc. 2004-53 contains the rules that apply to  
employment tax reporting in a predecessor-successor  
situation. Two procedures can be used in an acquisition  
that qualifies as a predecessor-successor situation.  
Standard procedureDo not file Schedule D (Form  
941). No discrepancies should exist between the totals of  
the Forms W-2 (Copy A) and the totals of the Forms 941  
as a result of the acquisition.  
Alternate procedureEach party in the transaction  
should file Schedule D (Form 941). Forms W-2 (Copy A)  
filed by the successor may include amounts reported on  
Forms 941 filed by the predecessor.  
Always be sure the EIN on the Schedule D (Form  
941) you file exactly matches the EIN the IRS  
assigned to your business.  
!
CAUTION  
Tax Year of Discrepancies  
In the box at the top of the schedule, write the tax year  
(not the quarter) in which the discrepancies occurred.  
Write the tax year using four digits. For example, if the  
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  
reconcile the information appropriately. The tax year  
must be the same as the calendar year you write in Part  
1, line 2.  
If you completed other acquisitions that are not statutory  
mergers or consolidations and that do not qualify under  
the predecessor-successor rules, no discrepancies  
should exist as a result of the acquisition. Rev. Rul. 62-60  
and Rev. Proc. 2004-53 do not apply to such  
transactions. Do not file Schedule D (Form 941) for such  
transactions.  
Be sure to fill in your EIN, business name, other  
party’s EIN, and the tax year of the discrepancies  
on the top of page 2 as well.  
TIP  
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If no Forms W-2 (Copy A) were filed by you, write  
“-0-” in Column B, “Amount you reported to SSA  
for the tax year.”  
Type of Submission  
!
Check the appropriate box to show whether this form is  
the “Original” Schedule D (Form 941) for a specific  
transaction or corrects (mark “Corrected”) a Schedule D  
(Form 941) you previously submitted.  
CAUTION  
If you are filing for one transaction only, stop here. If  
you are filing for more than one transaction, go to Part 3.  
Part 3: Fill this part out ONLY if you  
are filing more than one Schedule D  
(Form 941) for any calendar year  
Part 1: Answer these background  
questions  
1. Check the appropriate box to explain the type of  
transaction for which you are submitting Schedule D  
(Form 941). See Types of Mergers and Acquisitions on  
page 1 for details.  
File Schedule D (Form 941) after either:  
a. A statutory merger or consolidation (Check whether  
you are an acquired corporation or a surviving  
corporation.), or  
b. An acquisition for which you are using the alternate  
procedure under Rev. Proc. 2004-53. (Check whether  
you are a predecessor or a successor.)  
2. Fill in the effective date of the transaction in the  
box. Make sure you write the month, day, and year in this  
format: MM/DD/YYYY. The year must be the same as the  
calendar year you write in the box at the top of the  
schedule.  
3. Fill in the contact information about the OTHER  
PARTY in the transaction by including the other party’s  
EIN, name, trade name (doing business as or d/b/a),  
complete address, and phone number. Verify the other  
party’s EIN to make sure it is correct.  
If you are filing only one Schedule D (Form 941) for the  
calendar year, leave this part blank.  
When more than one statutory merger, consolidation,  
or acquisition occurs during a calendar year, file a  
separate Schedule D (Form 941) for each transaction.  
Complete Part 3 for each transaction. For instance, if you  
have 11 different transactions in a calendar year, you  
need to file 11 different Schedules D (Form 941). Part 2  
would be the same for each schedule. Part 3 would show  
one of the 11 transactions. For example, the amount  
entered in Part 2 on line 4 for Column C should equal the  
total of all 11 entries in Part 3 on line 10 for Column C.  
Line 9. Show the number of schedules you are filing for  
the year and identify which schedule this is. For example,  
if you had three different transactions in a calendar year  
and you are filing a Schedule D (Form 941) to describe  
the second transaction, fill in “2” and “3” so the sentence  
reads: “This is schedule 2 of 3. ”  
Lines 1014. For purposes of Part 3, Columns A and B,  
the term “employees affected by the transaction reported  
on this Schedule D” means those employees who  
received wages that were reported on Forms 941 filed by  
one employer but whose wages were reported on Form  
W-2 (Copy A) filed by another employer as a result of this  
particular transaction. Report the totals for social security  
wages, Medicare wages and tips, social security tips,  
federal income tax withheld, and advance earned income  
credit (EIC) payments (for tax years ending before  
January 1, 2011).  
In Column A, fill in the amount you reported to the IRS  
for the tax year for employees affected by the transaction  
reported on this Schedule D (Form 941) for each of the  
items. Add the totals from all your Forms 941, as  
corrected by any Forms 941-X, and write your answers  
on the appropriate lines.  
Part 2: Tell us about the  
discrepancies with your returns  
Lines 48. Gather your information about the social  
security wages, Medicare wages and tips, social security  
tips, federal income tax withheld, and advance earned  
income credit (EIC) payments (for tax years ending  
before January 1, 2011) you reported. When entering  
money amounts from your Forms 941 and W-2 (Copy A)  
on lines 414, you may round to the nearest dollar. Do  
not show dollar signs but do use commas as appropriate.  
Show an amount (even if it is zero) for each column of a  
line.  
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  
all Forms 941, as corrected by any Forms 941-X,  
Adjusted Employer’s QUARTERLY Federal Tax Return  
or Claim for Refund, and write your answers on the  
appropriate lines.  
In Column B, fill in the amount you reported to SSA for  
the tax year for employees affected by the transaction  
reported on this Schedule D (Form 941) for each of the  
items. Add the totals from all Forms W-2 (Copy A), as  
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  
(Copy A), as corrected by any Forms W-2c, Corrected  
Wage and Tax Statement (Copy A), and write your  
answers on the appropriate lines.  
Calculate the differences between the entries in the  
columns:  
Column A  
Column B  
Column C  
Calculate the differences between the entries in the  
columns:  
Column A  
Column B  
Column C  
Enter any negative result in parentheses, if possible.  
For example, if line 12, Column A is “-0-” and line 12,  
Column B is “6,000,” write “(6,000)” on line 12, Column  
C.  
If no Forms W-2 (Copy A) were filed by you, write  
Enter any negative result in parentheses, if possible.  
For example, if line 6, Column A is “-0-” and line 6,  
Column B is “6,000,” write “(6,000)” on line 6, Column C.  
“-0-” in Column B, “Amount you reported to SSA  
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CAUTION  
for the tax year.”  
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circumstances. The estimated average time is:  
Recordkeeping, 11 hr., 43 min.; Learning about the  
law or the form, 18 min.; Preparing, copying,  
assembling, and sending the form to the IRS, 30 min.  
If you have comments concerning the accuracy of this  
time estimate or suggestions for making Schedule D  
(Form 941) simpler, we would be happy to hear from you.  
You can email us at: taxforms@irs.gov. Enter “Schedule  
D (Form 941)” on the subject line. Or write to: Internal  
Revenue Service, Tax Products Coordinating Committee,  
SE:W:CAR:MP:T:T:SP, 1111 Constitution Ave. NW,  
IR-6526, Washington, DC 20224. Do not send Schedule  
D (Form 941) to this address. Instead, see How Should  
You File?, earlier.  
Paperwork Reduction Act Notice. We ask for the  
information on Schedule D (Form 941) to carry out the  
Internal Revenue laws of the United States. You are  
required to give us the information. We need it to ensure  
you are complying with these laws and to allow us to  
figure and collect the right amount of tax.  
You are not required to provide the information  
requested on a form that is subject to the Paperwork  
Reduction Act unless the form displays a valid OMB  
control number. Books or records relating to a form or its  
instructions must be retained as long as their contents  
may become material in the administration of any Internal  
Revenue law. Generally, tax returns and return  
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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