941 Sch. D

Report of Discrepancies Caused by Acquisitions, Statutory Mergers, or Consolidations

Agency
IRS
Revision
Rev. June 2011
Fillable fields
92
Pages
2
Official source
IRS form page
Checked
October 21, 2026
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Page 1 of form 941 Sch. D

Schedule D (Form 941): Discrepancies Caused by Acquisitions, Mergers or Consolidations

Schedule D (Form 941), Report of Discrepancies Caused by Acquisitions, Statutory Mergers, or Consolidations, explains differences between an employer's Forms 941 and its Forms W-2 (Copy A). The form says the IRS and the Social Security Administration (SSA) compare these totals each year to verify that the wages match, so employees' social security earnings records are complete for benefit purposes, and that the appropriate taxes were paid.

The form says to use it only when discrepancies exist as a result of an acquisition, statutory merger or consolidation, and that in many cases the information helps the IRS resolve discrepancies without contacting the employer. It covers 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.

The current PDF and its instructions are the June 2011 revision: two pages, three parts. The PDF can be filled out free in the browser on this page and downloaded without an account.

What's on Schedule D (Form 941)

Header

EIN, name, trade name, address and phone number, the tax year of discrepancies (YYYY), and a Type of Submission choice: Original or Corrected.

Part 1: Background questions

Line 1 for the type of transaction and the filer's role, line 2 for the effective date, and line 3 for the other party's EIN, name, trade name, address and phone number.

Part 2: The discrepancies

Lines 4 to 8 with Column A (totals from Forms 941 as corrected by any Forms 941-X), Column B (totals from Forms W-2 Copy A as corrected by any Forms W-2c) and Column C (the difference).

Part 3: More than one schedule

Line 9 numbers the schedule (for example, schedule 1 of 3), and lines 10 to 14 repeat the three columns for the employees affected by the transaction on that schedule.

Page 2 header

The filer's EIN and name, the other party's EIN and the tax year of discrepancies repeat at the top of page 2.

How to fill out Schedule D (Form 941)

  1. 1

    Header and tax year

    Enter the EIN, name, trade name and complete address. The instructions say to write the four-digit tax year (not the quarter) in which the discrepancies occurred, the same year as on line 2.

  2. 2

    Type of submission

    Check Original for the first Schedule D for a specific transaction, or Corrected when it corrects a Schedule D (Form 941) submitted before.

  3. 3

    Part 1

    On line 1, check the transaction type and whether the filer is an acquired or surviving corporation, or a predecessor or successor. Enter the effective date as MM/DD/YYYY on line 2 and the other party's details on line 3.

  4. 4

    Part 2

    Add all Forms 941 as corrected by Forms 941-X for Column A and all Forms W-2 (Copy A) as corrected by Forms W-2c for Column B, then subtract. The instructions say to show an amount in each column, even zero, and a negative result in parentheses if possible.

  5. 5

    Part 3

    Only when filing more than one Schedule D for the year: fill in line 9, such as schedule 2 of 3, then the amounts for the affected employees on lines 10 to 14. The instructions say Part 2 is the same on each schedule.

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When and where to file

Business continuing

The instructions say to file Schedule D with Form 941 no later than the due date of the Form 941 for the first quarter of the year after the calendar year of the transaction.

Business not continuing

The instructions say a business that is not continuing to operate files Schedule D with its final Form 941.

Electronic filing

The instructions say Schedule D was designed to be filed electronically with the electronic submission of Form 941.

Paper filing

On paper, the June 2011 instructions say not to attach it to Form 941 and to send it separately to IRS Philadelphia Campus, Mail Stop 4-G08 151, 2970 Market Street, Philadelphia, PA 19104. That address is not for Form 941.

One schedule per transaction

The instructions say that when more than one statutory merger, consolidation or acquisition occurs during a calendar year, a separate Schedule D is filed for each transaction.

No Forms W-2 filed

The instructions say that if the filer filed no Forms W-2 (Copy A), it writes "-0-" in Column B.

Related forms

Who files Schedule D (Form 941)?

  • Surviving corporations

    After a statutory merger or consolidation, the instructions say the surviving corporation files it to give the date, the acquired corporation's name, trade name, address and EIN, and an explanation of any discrepancies.

  • Acquired corporations

    The instructions say an acquired corporation that files a final Form 941 after a statutory merger or consolidation files Schedule D with the surviving corporation's details.

  • Predecessors and successors

    For an acquisition under the predecessor-successor rules where the alternate procedure of Rev. Proc. 2004-53 is used, the instructions say each party in the transaction files Schedule D.

  • Not for every transaction

    The instructions say not to file it for an acquisition using the standard procedure under Rev. Proc. 2004-53, or for an acquisition that isn't a statutory merger or consolidation and doesn't qualify under the predecessor-successor rules.

Schedule D is completed by employers that were party to certain business transactions. The instructions say each party to an applicable transaction files its own Schedule D (Form 941).

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Questions about Form 941 Sch. D

What does Schedule D (Form 941) explain?

Discrepancies between Forms 941 and Forms W-2 (Copy A) in social security wages, Medicare wages and tips, social security tips, federal income tax withheld and, for tax years ending before January 1, 2011, advance EIC payments, when caused by an acquisition, statutory merger or consolidation.

Does every merger need a Schedule D?

No. The instructions say to file it only for acquisitions, statutory mergers or consolidations that create discrepancies between Forms W-2 (Copy A) and Forms 941.

Do both parties file one?

The instructions say each party to an applicable transaction files its own Schedule D (Form 941).

Is Schedule D attached to Form 941?

It was designed to be filed electronically with Form 941. On paper, the instructions say not to attach it and to mail it separately to the Philadelphia address they list.

What if there were several transactions in one year?

The instructions say to file a separate Schedule D for each transaction and complete Part 3 on each. Column C on line 4 of Part 2 should equal the total of line 10, Column C, across all of them.

Which year goes in the box at the top?

The instructions say the tax year, not the quarter, in which the discrepancies occurred, written with four digits.