SECTION 3. BACKGROUND

.01 Section 6011(a) of the Internal Revenue Code provides that any person made liable for any tax, or for the collection of the tax, must make a return or statement according to the forms or regulations prescribed by the Secretary.

.02 Section 31.6011(a)–1 of the Employment Tax Regulations prescribes Form 941 as the form to use for persons required to make a quarterly return under the Federal Insurance Contributions Act (FICA).

2004–34 I.R.B. 321 August 23, 2004

calendar year by the successor (acquired employees). In such circumstances the acquired employees presumably will be paid wages by the successor in the same calendar year and the Forms W–2 furnished to the acquired employees by the successor for the year will include wages paid, and taxes withheld, by both the predecessor and the successor. The predecessor will also be relieved from filing Forms W–2 (Copy A) with SSA for the acquired employees. The predecessor’s entire Form W–2 reporting obligations for the acquired employees will be assumed by the successor. The predecessor remains responsible for the Form W–2 reporting obligations for those employees who are not employed by the successor.

.02 Forms W–2 . (1) In general . If, under the circumstances described in section 1.01, the predecessor is not required to file a final Form 941, the predecessor must furnish Forms W–2 on or before January 31 of the following calendar year to employees who are not employed by the successor. However, if an employee, whose employment is terminated before the close of the calendar year, requests the Form W–2 earlier, the predecessor must furnish Form W–2 on or before the 30th day after the written request or the 30th day after the final payment of wages to the employee, whichever is later. Forms W–2 (Copy A) filed by the predecessor with SSA for employees who are not employed by the successor must be filed on or before the last day of February (or March 31 if filed electronically) of the following calendar year. If the successor assumes the predecessor’s obligation to furnish Forms W–2 to the acquired employees for a calendar year, the successor must assume the predecessor’s entire Form W–2 obligation for acquired employees. Thus, Forms W–2 furnished by the successor to the acquired employees must include the wages paid and the taxes withheld by both the predecessor and the successor. The successor must include on the Form W–2 any amount reportable by the predecessor, including “other compensation” or uncollected employee social security and Medicare taxes on tips, if applicable. Forms W–2 must be furnished by the successor to its employees (both the acquired employees and any other employees of the successor) on or before January 31 of the following calendar year. How

tronically) of the year following the calendar year for which it is made.

.10 Section 31.6071(a)–1(a)(3)(ii) provides that an employer who is required to file a final Form 941 must file Forms W–2 (Copy A) on or before the last day of the second calendar month following the period for which the final Form 941 is filed.

.11 Section 31.6051–2 provides that Forms W–2 (Copy A) must be filed with the Social Security Administration (SSA).

.12 Section 31.3402(f)(5)–1(c) provides that an employer may establish a system for its employees to submit Form W–4 electronically.

.13 Announcement 99–3, 1999–1 C.B. 324, provides that an employer may establish a system for its employees to submit Form W–5 electronically.