Professional Documents
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Chapter 7 Corpration
Chapter 7 Corpration
Characteristics of a Corporation
- The most important characteristics of a corporation which have accounting implications are
discussed below
• A separate legal entity―Before the law a corporation is an artificial person having
many of the rights and obligations of a real person. It may acquire, own, and dispose of
property in its own name, enter into contracts, incur liabilities, pay taxes, may sue and
be sued. But it is not allowed to hold public office or vote.
• Easily transferable ownership rights― Ownership in a corporation is represented by
stock certificates, that is why the owners are called stockholders. These shares are
easily transferable in stock exchange markets without the approval of other
stockholders without affecting the existence of the corporation, unlike a partnership.
Once a public corporation sells its initial offering of stock, it is not part of any
subsequent transfers except as a record keeper of share ownership. Privately held
companies may have some restrictions on the transfer of stock.
• Limited liability― the liability of stockholders is limited to the amount each has
invested in the corporation. Personal assets of stockholders are not available to creditors
or lenders seeking payment of amounts owed by the corporation. Creditors are limited
to corporate assets for satisfaction of their claims. To many investors this is the most
important advantage of a corporate form.
• Separation of ownership from Mg-- Investors in a corporation need not actively manage
the business, as most corporations hire professional managers to operate the business.
The investors vote on the Board of Directors who are responsible for hiring
management.
• Taxable entity― Corporate income is taxed; and when income is distributed to
shareholders as dividends, it is taxed a second time. Thus there is double taxation.
• Government regulations― The sale of stock results in government regulation to protect
stockholders, the owners of the corporation. For example, publicly held companies with
stock traded on exchanges markets are required to file their financial statements and
additional informative disclosures with the Securities and Exchange Commission.
Disadvantages of a Corporation
• Double taxation― The Corporation pays tax on its income, and stockholders pay a tax
on corporate income received as dividend.
• Separation of ownership from management― Though it may be an advantage in many
cases in a few instances a management group may choose to operate a corporation from
the benefit of insiders not stockholders bringing a conflict of interest.
• Legal constraints― because corporations are created by law, they are subject to greater
regulation and control than a sole proprietor and partnership.
• Limited ability to raise creditors’ capital― the limited liability nature of a corporation
may make creditors reluctant to lend corporations money beyond a certain level without
the personal guarantee of a stockholder or officer of the corporation.
Organizing a Corporation:
- To form a corporation one or more incorporators submit an application to the corporation
commissioner or other designated officials of a state government. The application identifies
the incorporators, states the nature of the business, and describes the capital stock to be
issued.
- After payment of an incorporation fee and approval of the application, articles of
incorporation are approved by the state as evidence of the legal existence of the corporation.
The incorporators, elect board of directors and approve bylaws to serve as a general guideline
for the operation of the corporation.
- A corporation’s charter (also called Articles of Incorporation) must include the following
information:
• Authorized number and types of shares to be issued, including their rights,
restrictions, and privileges.
• Company name: must include "limited," "incorporated," or "corporation"
• Location of the company's registered office.
Organization Costs
- The formation of a corporation is a much more costly than the organization of a partnership
and a sole proprietorship
- The necessary costs incurred during formation of a corporation included: legal fees,
incorporation fees, underwriters' fees for stock, taxes and fees paid to the state and
promotional costs.
- These costs are necessary to bring the corporation into existence and are charged to an
intangible asset called organization costs. Organization costs are amortized over any
reasonable period of not more than 40 years. They are usually small and not material;
therefore there may be support for a short amortization period.
Example: A corporation paid state incorporation fees and attorney’s fees of $35,000 to
complete the incorporation process. These costs are recorded as follows:
Organization costs ………………………….. 35,000
Cash …………………………………… 35,000
Assuming the corporation amortizes the organization cost over 25 year, we will
have a yearly amortization expense of recorded as follows:
Amortization expense ……………………. 1400
Organization costs ………………….. 1400
Rights to Shareholders
- In the absence of restrictive provision, in the articles of incorporation, stock certificates, and
the provision of the state law , each share carries the following rights:
• Voting right—shareholders participate in management indirectly by voting at
the stockholders’ meeting. They vote on questions as: mergers and acquisitions, the
selection of independent auditors, the incurring of long-term debts, changing the charter,
election of BOD and other related issues
• Dividend rights—to share in profits by receiving dividends declared by the
BOD
• Preemptive rights—refer to the right of priority to purchase additional shares
sold by the corporation. This allows stockholders to maintain their percentage of
ownership in a corporation when additional shares are issued.
• The right to receive assets upon liquidation in proportion to the number of
shares owned.
Balance Sheet:
- Balance sheets for incorporated and unincorporated business are identical except for the
equity section. The focus of this chapter is entirely on this section.
- The equity section of a corporation is called shareholders’ equity or stockholders’ equity.
- The two main sources of stockholders' equity are:
1. Paid-in capital or contributed capital— capital contributed (investment) by the
stockholders. This section is further divided into:
• Capital stock(Common stock or preferred stock)—it is the legal capital
• Additional paid-in capital (Paid-In Capital in Excess of Par/Stated value)
2. Retained earnings— net income retained in the business.
- The SHE is subdivided to help stockholders and creditors know whether a corporation that
pays dividends is distributing earnings or is returning invested capital. Remember that
owners of a sole proprietorship and partnership may withdraw capital in any amounts they
choose, even through such withdrawals may exceed earnings. In a corporation, however,
only the retained earnings ordinarily are available for dividends. The classification of paid -
in capital as capital stock and additional paid-in capital (to be discussed later) is more of a
legal than an accounting requirement.
Paid-in capital
- The main source of paid-in capital is from issuing stock.
- The two primary classes of stock are common stock and preferred stock.
• Common Stock—has the four basic rights previously mentioned. It represents the
basic ownership interest. It is the residual corporate interest that bears the ultimate
risks of loss and receives the benefits of success. It is guaranteed neither dividends
nor assets upon dissolution. But common stockholders generally control the
management of the corporation and tend to profit most if the company is successful.
In the event that a corporation has only one authorized issue of capital stock, that
issue is by definition common stock, whether designated in the charter or not.
Example:
Dividend per year to preferred stocks is Br 10,000
Dividend per year to common stocks is any remaining amount
No dividend was declared in year 1 and year 2
Dividend declared in year 3 was Br 25,000
Compute dividend for each class of stock and dividend in arrear(DA) in each year
Issuance of Stocks
- Authorized stock― it is the maximum number of shares that the corporation can issue
(sell) as designated in its charter (articles of incorporation). This gives a legal opportunity
to obtain assets through the sale of stock. With the approval of the stockholders the
corporation would have to apply to the government for permission to increase the number
of authorized shares. The authorization to issue stock is not a transaction. Rather it should
be disclosed.
- Issued Stocks― the number of shares transferred to stockholders in exchange for cash,
assets, or services rendered.
- Unissued stocks— stocks authorized but not yet issued. They are held for future issuance
when additional funds are needed. No right or privileges attach to these shares until they
are issued.
Treasury stocks and unissued stocks are similar in that both are held within the
corporation, both may be issued in the future, both have no voting, dividend and other
rights. But they are different in that treasury stocks were sold but reacquired currently
whereas, unissued stocks were not issued and are held by the corporation. Treasury
stocks are reported in the balance sheet but unissued stocks are not reported.
So all outstanding stocks are issued stocks but the reverse is not necessarily true.
- The capital stock accounts (preferred or common stock) are controlling accounts.
Individual stockholders accounts are kept in a subsidiary ledger known as the stockholders
ledger. It shows each stockholder’s name, address, number of shares held in order to issue
dividend checks, proxy forms etc
- The laws of some states require that the entire proceeds from the issuance of no-par stock
be regarded as legal capital. The preceding entries conform to this principle.
- In other states, no-par stock may be assigned a stated value by the BOD, but may be
accounted for in the same way as true no-par stock. Alternatively, the stated value may be
considered similar to par value with any excess above stated value being accounted for as
additional paid-in capital.
Example: Assuming that in the previous example for HH Co. the stated value is $2 and
the BOD wishes to credit the common stock for stated value, the transactions would be
record as follows:
Cash ……………………………………… 24,000
Common stock ………………………… 8,000
PIC in excess of stated value ………… 16,000
Sale of 4,000 shares of no-par stock, stated value $2 at $6 per share
Treasury Stock
- Treasury stock is the corporation's issued stock that has been reacquired back from the
stockholders.
- Treasury stock is a corporation’s own stock that:
(a) was outstanding,
(b) has been reacquired by the corporation, and
(c) is not retired.
- As a corporation cannot be its own shareholder, any shares reacquired by the corporation
are not considered assets of the corporation.
- Assuming the corporation plans to re-issue the shares in the future (i.e, the shares have not
been canceled), the shares are held in treasury and reported as a reduction in stockholders'
equity in the balance sheet after retained earnings.
- Treasury stock is essentially the same as unissued stock. Shares of treasury stock do not
have the right to vote, receive dividends, or receive a liquidation value.
Ways of Reacquisition
1. Purchase
- Although there are some legal restrictions on the practice, a corporation may reacquire its
share through purchase from the market. The reasons for reacquisition are:
But when they are reissued the only entry required is a debit to cash and a credit to PIC
- When treasury stock is sold, the accounts used to record the sale depend on whether the
treasury stock was sold above or below the cost paid to purchase it.
Treasury Stock sold above its Cost
- The sale increases (debits) cash for the proceeds received, decreases (credits) treasury stock
for the cost paid when the treasury stock was repurchased, and increases (credits)
additional paid-in-capital—treasury stock for the difference between the selling price and
the repurchase price.
Example: LL Corporation subsequently sells 7,500 of the shares repurchased for $25 for
$28, the entry to record the sale would be as follows:
Example: If LL Corporation sells the remaining 7,500 shares of its treasury stock for
$21, the entry to record the sale would be as follows:
Cash (7,500 × $21) …………………………… 157,500
Additional paid-in-capital (treasury stock) …… 22,500
Retained Earnings …………………………….. 7,500
Treasury Stock (7,500 × $25) ………….. 187,500
Record sale of 7,500 shares of treasury stock at $21
4. Sale of Donated Shares
Example: If LL sells 3000 of the donated shares for $20 per share, the journal entry
will be as follows:
Cash ……………………….. 60,000
PIC- donation or
Donated capital …………. 60,000
- If a corporation has both preferred and common stock, it is necessary first to allocate the
total SHE between the two classes.
- In making the allocation, preferred stocks have preferential rights to get:
i) The specified liquidation value per share. i.e., the right to receive assets
upon liquidation before common stock
ii) Cumulative dividends in arrears
- The remaining SHE is given to common stockholders. This reflects the fact that common
stockholders are the residual owners of the corporate entity.
After the allocation, the EPS of each class may then be determined as follows: