SECTION 6. PROCEDURE

AFTER STATUTORY MERGER OR CONSOLIDATION

.01 Surviving corporation . After a statutory merger or consolidation, if the wages paid and the taxes withheld by the acquired corporation are to be included on the Forms W–2 (Copy A) filed by the surviving corporation, there will be a difference between the amounts shown on the surviving corporation’s Forms W–2 (Copy A) and its Forms 941. The surviving corporation should use Schedule D (Form 941) to explain the 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 earned income credit (EIC) payments. Schedule D (Form 941) should be filed after Forms W–2 (Copy A) are prepared. Thus, Schedule D (Form 941) should be filed with the first quarter return for the year after the calendar year of the statutory merger or consolidation, or with the final Form 941 if the surviving corporation is filing a final return and it is due before the first quarter return for the year after the calendar year of the statutory merger or consolidation. If Form 941 is filed electronically, an employer will be able to file Schedule D (Form 941) separately on paper, until the electronic specifications for Schedule D (Form 941) become available.

.02 Notice under Rev. Rul. 62–60 . As described in Rev. Rul. 62–60, a surviving corporation should provide certain information to the Service after a statutory merger or consolidation. A completed Schedule D (Form 941) will include notice that a statutory merger or consolidation has taken place, the date of the change, and the name, trade name, address, telephone number, and employer identification number of the acquired corporation. Thus, 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, Schedule D (Form 941) will also provide notice of a statutory merger or consolidation under Rev. Rul. 62–60.

.03 Acquired corporation . To the extent the wages paid and the taxes withheld by the acquired corporation are to be included in the Forms W–2 (Copy A) by the surviving corporation, there may be amounts shown on the acquired corporation’s Forms 941 which are not shown on Forms W–2 (Copy A) reported under the employer identification number of the acquired corporation. If an acquired corporation files a final Form 941, it should also file a Schedule D (Form 941) with the Form 941 to explain 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 earned income credit (EIC) payments. Schedule D (Form 941) should include notice that a statutory merger or consolidation has taken place, the date of the statutory merger or consolidation, and the name, trade name, address, telephone number, and employer identification number of the surviving corporation. If Form 941 is filed electronically, an employer will be able to file Schedule D (Form 941) separately on paper, until the electronic specifications for Schedule D (Form 941) become available.