Rev Proc

overs allocated to qualified states under
§ 42(h)(3)(D) of the Internal Revenue
Code for calendar year 2004.
SECTION 2. BACKGROUND
Rev. Proc. 92–31, 1992–1 C.B. 775,
provides guidance to state housing credit
agencies of qualified states on the procedure for requesting an allocation of

unused housing credit carryovers under
§ 42(h)(3)(D). Section 4.06 of Rev. Proc.
92–31 provides that the Internal Revenue Service will publish in the Internal
Revenue Bulletin the amount of unused
housing credit carryovers allocated to
qualified states for a calendar year from
a national pool of unused credit authority
(the National Pool). This revenue proce-

Qualified State

SECTION 3. PROCEDURE
The unused housing credit carryover
amount allocated from the National Pool
by the Secretary to each qualified state for
calendar year 2004 is as follows:

Amount Allocated

Alabama
Arizona
California
Florida
Georgia
Idaho
Illinois
Indiana
Kansas
Kentucky
Maine
Maryland
Massachusetts
Minnesota
Mississippi
Missouri
Nebraska
New Hampshire
New Jersey
New York
North Carolina
Ohio
Oregon
South Carolina
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin

$ 116,460
144,407
918,183
440,379
224,723
35,355
327,419
160,316
70,473
106,551
33,787
142,547
166,469
130,915
74,555
147,607
45,005
33,320
223,524
496,557
217,543
295,909
92,107
107,310
151,159
572,331
60,846
16,020
191,126
158,655
46,844
141,599

SECTION 4. EFFECTIVE DATE

DRAFTING INFORMATION

This revenue procedure is effective
for allocations of housing credit dollar
amounts attributable to the National Pool
component of a qualified state’s housing
credit ceiling for calendar year 2004.

The principal author of this revenue
procedure is Christopher J. Wilson of
the Office of Associate Chief Counsel
(Passthroughs and Special Industries). For
further information regarding this revenue procedure, contact Mr. Wilson at
(808) 539–2874 or Susan Reaman at (202)
622–3040 (not toll-free calls).

August 23, 2004

dure publishes these amounts for calendar
year 2004.

320

26 CFR 601.602: Forms and instructions.
(Also Part I, §§ 6011, 6051, 6071; 31.6011(a)–4,
31.6051–1, 31.6071(a)–1.)

Rev. Proc. 2004–53
SECTION 1. PURPOSE
.01 This revenue procedure supersedes
Rev. Proc. 96–60, 1996–2 C.B. 399.
This revenue procedure explains both

2004–34 I.R.B.

the standard procedure and an alternate
procedure for preparing and filing Form
W–2, Wage and Tax Statement; Form 941,
Employer’s Quarterly Federal Tax Return; Form W–4, Employee’s Withholding
Allowance Certificate; and Form W–5,
Earned Income Credit Advance Payment
Certificate, in certain acquisitions. This
revenue procedure applies when an employer (successor) acquires substantially
all the property (1) used in a trade or
business of another employer (predecessor), or (2) used in a separate unit of a
trade or business of a predecessor, and, in
connection with or immediately after the
acquisition (but during the same calendar
year), the successor employs individuals
who immediately prior to the acquisition
were employed in the trade or business
of the predecessor. (The term “trade or
business,” for purposes of this revenue
procedure, may include the activity of a
nonprofit organization or of a federal or
state agency.)
.02 This revenue procedure provides
guidance on the new schedule (Schedule
D (Form 941), Report of Discrepancies
Caused by Acquisitions, Statutory Mergers, or Consolidations) that the Internal
Revenue Service is currently developing.
Employers will be able to 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, caused by acquisitions, statutory mergers, or consolidations. 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.
.03 This revenue procedure also amplifies Rev. Rul. 62–60, 1962–1 C.B. 186.
Rev. Rul. 62–60 describes the information a resultant corporation (now known
as a surviving corporation) should provide
on an absorbed corporation (now known
as an acquired corporation) after a statutory merger or consolidation. 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

2004–34 I.R.B.

a statutory merger or consolidation under
Rev. Rul. 62–60.
SECTION 2. CHANGES FROM REV.
PROC. 96–60
.01 Section 5.03, provides that the predecessor can file Schedule D (Form 941) to
explain discrepancies under the alternate
procedure, in lieu of a statement as was
described in Rev. Proc. 96–60. In addition, 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 Section 5.04, provides that the successor can also file Schedule D (Form 941)
to explain discrepancies under the alternate procedure, in lieu of a statement as
was described in Rev. Proc. 96–60 . In addition, 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.
.03 Section 5.08 is added to provide
procedures for transferring electronically
filed Forms W–5 from the predecessor to
the successor.
.04 Section 6.02 is added to amplify
Rev. Rul. 62–60 which describes the information a surviving corporation should
provide after a statutory merger or consolidation. Section 6.02 provides that, 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.
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).

321

.03 Section 31.6011(a)–4 prescribes
Form 941 as the form to use for persons
required to make a quarterly return of income tax withheld from wages.
.04 Section 31.6011(a)–6 provides that
an employer who ceases to pay wages reportable on Form 941 shall file a final
Form 941.
.05 Section 31.6071(a)–1 provides that
the Form 941 generally must be filed on
or before the last day of the first calendar
month following the period for which it is
made.
.06 Section 6051(a) provides that (1)
every person required to deduct and withhold FICA or income tax, or who would
have been required to deduct and withhold
income tax if the employee had claimed
no more than 1 withholding exemption, or
(2) every employer engaged in a trade or
business who pays remuneration for services performed by an employee, must furnish a written statement to an employee regarding the remuneration paid to the employee during the calendar year. Section
31.6051–1(a) provides that the statement is
Form W–2.
.07 Section 31.6051–1(d)(1)(i) provides that Form W–2 must be furnished
to the employee on or before January 31
of the following calendar year. If the employee’s employment is terminated before
the close of the calendar year, however,
and the employee requests the employer to
furnish the Form W–2 at an earlier time,
the Form W–2 must be furnished to the
employee on or before the later of the
30th day after the written request from the
employee or the 30th day after the day on
which the last payment of wages is made.
.08 Section 31.6051–1(d)(1)(ii) provides that an employer who is required to
file a final Form 941 must furnish Forms
W–2 to its employees on or before the
date required for filing the final Form
941. An employer is not permitted to
furnish Form W–2 pursuant to the rule
in § 31.6051–1(d)(1)(i) relating to written requests by terminated employees for
Form W–2, if that would be at a time
later than that required under the rule in
§ 31.6051–1(d)(1)(ii)(B) for an employer
who ceases to pay wages.
.09 Section 31.6071(a)–1(a)(3)(i) provides the general rule that a Form W–2
(Copy A) must be filed on or before the last
day of February (or March 31 if filed elec-

August 23, 2004

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.
SECTION 4. STANDARD
PROCEDURE FOR PREDECESSORS
AND SUCCESSORS
.01 In general. Under the standard procedure, the predecessor performs all the
reporting duties for the wages and other
compensation it pays. These duties include the filing of quarterly Forms 941 and
the furnishing and filing of Forms W–2.
In connection with the successor’s acquisition of property and hiring of employees
from the predecessor, as described in section 1.01, the predecessor may cease to pay
any wages required to be reported on Form
941 (for example, the predecessor may go
out of business). In that case, the predecessor must file the Form 941 for the quarter of the acquisition as a final Form 941.
If the predecessor does not cease to pay
any wages required to be reported on Form
941, (for example, the predecessor remains
in business) a final Form 941 is not required. Instead, the predecessor would file
its quarterly Form 941 for the quarter of the
acquisition. The successor, under the standard procedure, performs all the reporting
duties for the wages and other compensation it pays.
.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 and successor both
must furnish Forms W–2 to their respective employees on or before January 31 of
the following calendar year. However, if
an employee, whose employment is ter-

August 23, 2004

minated before the close of the calendar
year, requests the Form W–2 earlier, the
Form W–2 must be furnished 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.
The predecessor and successor must file
Forms W–2 (Copy A) for their respective
employees with SSA on or before the last
day of February (or March 31 if filed electronically) of the following calendar year.
(2) Expedited Forms W–2. If, under
the circumstances described in section
1.01, the predecessor is required to file a
final Form 941, the predecessor must furnish Forms W–2 to its former employees
on an expedited basis. Forms W–2 must
be furnished on or before the date required
for filing the final Form 941 (generally
one month after the end of the quarter).
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. The predecessor must
also file Forms W–2 (Copy A) with SSA
on an expedited basis. The Forms W–2
(Copy A) must be filed on or before the
last day of the second calendar month following the period for which the final Form
941 is required to be filed.
.03 Forms W–4. The predecessor must
keep on file the Forms W–4 provided by
its former employees. The transferred employees must provide the successor with
new Forms W–4 as the successor now becomes responsible for deducting and withholding tax from wages paid to the transferred employees.
.04 Forms W–5. The predecessor must
also keep on file the Forms W–5 provided
by its former employees. The transferred
employees must provide the successor
with new Forms W–5 for the current year.
SECTION 5. ALTERNATE
PROCEDURE FOR PREDECESSORS
AND SUCCESSORS
.01 In general. If, in connection with
the circumstances described in section
1.01, the predecessor and successor so
agree, the predecessor will be relieved
from furnishing Forms W–2 to any employees who will be employed in the same

322

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-

2004–34 I.R.B.

ever, if an employee, whose employment
is terminated before the close of the calendar year, requests the Form W–2 earlier,
the successor 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) must be
filed by the successor with SSA on or before the last day of February (or March 31
if filed electronically) of the following calendar year.
(2) Expedited Forms W–2. If, under
the circumstances described in section
1.01, the predecessor is required to file
a final Form 941, the predecessor must
furnish Forms W–2 to the employees who
are not employed by the successor on an
expedited basis. Forms W–2 must be furnished on or before the date required for
filing the final Form 941 (generally one
month after the end of the quarter). 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 the 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 with SSA by the predecessor must
also be filed on an expedited basis. Forms
W–2 (Copy A) must be filed on or before
the last day of the second calendar month
following the period for which the final
Form 941 is required to be filed. The
successor is not required to either furnish
Forms W–2 to the acquired employees or
to file the Forms W–2 (Copy A) with SSA
on an expedited basis.
.03 Form 941 filed by predecessor. To
the extent the wages paid and the taxes
withheld by the predecessor are to be included on the Forms W–2 (Copy A) filed
by the successor for the acquired employees, there will be a difference between
the amounts shown on the predecessor’s
Forms W–2 (Copy A) and its Forms 941.
The predecessor should complete a 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 include the date of the acquisition
and the name, trade name, address, tele-

2004–34 I.R.B.

phone number, and employer identification number of the successor. 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 acquisition, or with the
final Form 941 if the predecessor is filing
a final Form 941 and it is due before the
first quarter return for the year after the calendar year of the acquisition. For example, if the acquisition occurred in the third
quarter of 2006 and the predecessor’s business is continuing to operate, the predecessor would file Schedule D (Form 941) with
the Form 941 for the first quarter of 2007.
However, if the predecessor’s business did
not continue to operate, the predecessor
would file Schedule D (Form 941) with the
predecessor’s final Form 941 which would
also be the Form 941 for the third quarter
of 2006. 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.
.04 Form 941 filed by successor. To
the extent the wages paid and the taxes
withheld by the predecessor are to be included on the Forms W–2 (Copy A) filed
by the successor for the acquired employees, there will be a difference between the
amounts shown on the successor’s Forms
W–2 (Copy A) and its Forms 941. When
the successor files its Form 941, it should
also file 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 include the date of
the acquisition and the name, trade name,
address, telephone number, and employer
identification number of the predecessor.
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 acquisition, or with the final Form 941 if the
successor is filing a final return and it is
due before the first quarter return for the
year after the calendar year of the acquisition. If Form 941 is filed electronically,
an employer will be able to file Schedule
D (Form 941) separately on paper, until

323

the electronic specifications for Schedule D (Form 941) become available. For
instructions relating to the annual wage
limitation, see § 31.3121(a)(1)–1.
.05 Forms W–4. The predecessor must
transfer to the successor all current Forms
W–4 that were provided to the predecessor
by the acquired employees and any written
notices received from the Service under
§ 31.3402(f)(2)–1(g)(5). The successor
must keep the transferred Forms W–4 on
file. Generally, the successor employer
must deduct and withhold from the wages
it pays to the acquired employees according to the information supplied on the
transferred Forms W–4 until an employee
submits a revised form. The successor
employer must submit to the Service, in
accordance with § 31.3402(f)(2)–1(g),
copies of the Forms W–4 received by
the predecessor during the current calendar quarter and the preceding calendar
quarter. The successor employer must
comply with all other requirements under § 31.3402(f)(2)–1(g). For example,
the successor employer must withhold
amounts from the employees on the basis
of the maximum number specified in any
written notices from the Service under
§ 31.3402(f)(2)–1(g)(5).
.06 Transfer of Forms W–4 furnished
electronically. If the predecessor and successor both maintain an electronic system
for use by employees in filing Forms W–4,
and the systems are compatible, the predecessor may electronically transfer the
Forms W–4 of the acquired employees to
the successor. The successor may also
choose to acquire and maintain the predecessor’s system. If these options do not
apply, an acquired employee must provide
the successor with a new Form W–4, either
electronically or on paper, as prescribed by
the successor.
.07 Forms W–5. The predecessor must
transfer to the successor all Forms W–5 for
the current year that were provided to the
predecessor by the acquired employees.
.08 Transfer of Forms W–5 furnished
electronically. If the predecessor and successor both maintain an electronic system
for use by employees in furnishing Forms
W–5, and the systems are compatible, the
predecessor may electronically transfer the
Forms W–5 of the acquired employees to
the successor. The successor may also
choose to acquire and maintain the predecessor’s system. If these options do not

August 23, 2004

apply, an acquired employee must provide
the successor with a new Form W–5, either
electronically or on paper, as prescribed by
the successor.
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

August 23, 2004

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.
SECTION 7. EFFECT ON OTHER
REVENUE PROCEDURES
Rev. Proc. 96–60 is superseded. Rev.
Rul. 62–60 is amplified to provide that,
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.

324

SECTION 8. EFFECTIVE DATES
.01 Schedule D (Form 941) - Acquisitions, statutory mergers, or consolidations effective after December 31, 2004.
Schedule D (Form 941) should be used 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 caused by acquisitions, statutory mergers, or consolidations that are effective after December 31,
2004.
.02 Forms W–5 - Transfer of Forms W–5
furnished electronically. Employers are
permitted to apply the rules in section 5.08
regarding Forms W–5 submitted electronically by employees on or after January 19,
1999, the date Announcement 99–3 was
published in the Internal Revenue Bulletin.
SECTION 9. ADDITIONAL
INFORMATION
.01 After December 31, 2004, an employer may obtain Schedule D (Form 941)
from the IRS Distribution Center by calling (800) TAX-FORM ((800) 829–3676)
or from the IRS web site (www.irs.gov).
.02 An employer may obtain information on the submission of Schedule D
(Form 941) by calling the Business and
Specialty Tax Line (800–829–4933).
DRAFTING INFORMATION
The principal authors of this revenue
procedure are Margaret A. Owens and
A. G. Kelley of the Office of the Division Counsel/Associate Chief Counsel
(Tax Exempt and Government Entities).
For further information regarding this
revenue procedure, contact Ms. Owens
or Mr. Kelley at (202) 622–6040 (not a
toll-free call).

2004–34 I.R.B.