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Outline: SYNCH AUGUST 20, 2021
Outline: SYNCH AUGUST 20, 2021
SHAREHOLDER’S EQUITY
Outline
1. Definition of corporation, its advantages, disadvantages as a form of business
2. Corporation capital structure
3. Classes of share capital
4. Shareholer’s Equity and the legal capital
5. Share capital transactions (Issuance, Reacquisition, Retirement)
6. Retained Earnings
7. Dividends (Cash, Property, Scrip, Bonus)
8. Accounting for Share Based payments (IFRS 2)
9. Accounting for Quasi-reorganization
10. Book value per share
Advantages Disadvantages
- continuous existence:
- partnership is dissolved kapag naging insolvent, incapacitated, or namatay ang partner
- sa corporation hindi nadidisolve kapag namatay si shareholder -> may right of succession
- strong credit availability: more resources
- limited liability: the shareholders are liable up to extent of their investment
- trust fund doctrine: manage the affairs and activities of the entity
- easy transfer of interest: sell share without the need for approval of other shareholders
LUZARA, M.C.
CORPORATE CAPITAL STRUCTURE
Share Capital (Capital Stock)
Par Value Shares Stated Value Shares No/Par Stated Value Shares
Nominal value of the shares of Nominal value of the shares of Nominal value is not stated in
stock is indicated in the Stock stock is indicated in the Articles the stock certificate nor in the
Certificate of Incorporation or in the Articles of incorporation/
By-laws By-laws.
● Share capital of the corporation can be issued in consideration of any or combination of the
following: (1) cash; (2) non-cash assets (example: PPE items, Inventory) and; (3) Services
● A corporation could issue different classes of Share Capital such as Ordinary shares and
Preference Shares
● enjoys the basic rights of shareholders ● Have a preference over ordinary shares in
and where is the ultimate risk of loss and terms of dividend distribution and
benefits of success corporate assets in the event of corporate
● They have the capacity to control or vote liquidation
in the affairs of the corporation
● Generally, they do not possess the right to
- manage the affair of corporation -> officer vote
LUZARA, M.C.
Cumulative:
- entitled to dividends in arrears
Participating
- the preference share capital ay may share
sa excess ng dividends after giving the
dividend in arrears, current dividend for
PS and OS
Convertible
- preference share can be converted into
another classes of share capital
- PS to OS
Here are some basic rights of shareholders (for a complete list, refer to the Corporation Code of the
Philippines)
1. Right to proportionately share in the profit or loss of the corporation.
2. Right to share proportionately in the management of the corporation.
3. Right to share proportionately in the distribution of corporate assets.
4. Right to share proportionately in the issuance of new shares (pre-emptive right).
● Right after the incorporation, the only available financial statement is the Statement of Financial
Position. Existing shareholders may be interested in determining their residual interest, which is
the information, provided in the Shareholder's Equity section of the Statement of Financial
Position
Share Capital XX
Share Premium XX XX
Revaluation Surplus XX
Retained Earnings XX
LUZARA, M.C.
- Contributed capital: Total paid up/in capital
- Revaluation surplus: PPE
● Subscriptions Receivables may be alternatively presented as a contra equity account if they are
expected to be collected for more than 12 months. If they are collectible within 12 months or less,
they may be presented in the current assets section.
● Because of the limited liability concept, the corporation code prohibits the distribution to
shareholders corporate earnings that will reduce the legal capital — the purpose of which is to
protect the interest of corporate creditors
○ corporate legal capital - cannot be distributed to shareholders in the event of corporate
liquidation
Par Value Shares Stated Value / No-Par, No Stated Value Shares
Cash XX
Share Capital (PV or SV) XX
Share Premium (excess) XX
LUZARA, M.C.
NCA/ Services XX
Share Capital (PV or SV) XX
Share Premium (excess) XX
● If share capital is issued on account of goods or services received from an employee, IFRS 2:
Share based payment will apply. The same standard suggests that the transaction shall be
measured at the FAIR VALUE OF THE EQUITY INSTRUMENTS.
Cash (downpayment) XX
Subscription Receivable XX
Subscribed Capital (PV or SV) XX
Share Premium (excess) XX
● Delinquent shares will be sold at a public auction to the Highest Bidder. The highest bidder is the
one who will: (1) Pay the remaining balance of the Subscriptions Receivable plus interest; (2) Pay
the cost of public auction and; (3) Will receive the least number of shares.
30 P3,000
● Under the RESIDUAL VALUE APPROACH, if one fair value is not determinable, we use the
available fair value of the equity security as its value assigned, and any excess of the
consideration over the fair value will be the value assigned to the equity security with missing fair
value information.
LUZARA, M.C.
Share Issuance Costs
● Costs incurred by an entity in issuing its equity instruments.
● Accounted for as a deduction in equity, particularly, deducted from the share premium arising
from such issuance (or retained earnings), net of any applicable tax.
○ decrease in equity in Share Premium or RE kapag na-exhaust na ang Share Premium
● Philippine Interpretations Committee of the FRSC clarified the expenditures considered as stock
issuance costs, namely they are (PIC Q and A 2011, No. 4):
1. Documentary stamp tax and other percentage tax imposed in public offerings of shares.
2. Underwriting costs.
3. Newspaper publication fees related to the issuance
4. SEC registration fees.
● The following issue costs are expensed:
1. Public relations consultant fees
2. Road show presentations
3. Stock exchange listing fees
LUZARA, M.C.
Repurchase for immediate retirement:
● If Retirement Price (RP) < Issue Price (IP) = Excess is credited to SP- Retirement:
Share Capital XX
Share Premium XX
Cash XX
SP - Retirement XX
● If Retirement Price (RP) > Issue Price (IP) = Excess is debited to (1) SP Retirement or
SP-Treasury Shares of the same class and (2) Retained Earnings:
Share Capital XX
Share Premium XX
SP - Retirement XX
SP - Treasury Shares XX
Retained Earnings XX
Cash XX
Treasury Shares:
● Acquisition of the entity's own shares.
● Reissuance or eventual retirement.
● Accounted for using the cost method (not an asset).
● Does not enjoy rights of shareholders.
● Contra-equity account.
- when we acquire our own shares from the existing shareholders -> outstanding shares is
reduced by the amount of treasury shares
- treasury shares-> still part of the issued shares but in the hands of the issuing shares
- outstanding shares: hindi counted ang treasury shares sa outstanding -> issued minus
treasury share
- shares in the hands of shareholders
- to account for the treasury shares -> COST method
- no preemptive rights; they cannot vote; and receive dividends
- scenario: reissuance of retirement
- reissuance: above cost or below cost
- retirement: just follow the preceding discussion
LUZARA, M.C.
● When treasury shares are reissued above cost:
Cash XX @reissue price
Treasury Shares XX @cost
Share Premium - TS XX @excess
- average issue price = (total PV + share premium)/ total number of issued shares
- average share premium per share = total share premium/total number of issued shares
- use specific issue price per share if given
- accounting for donation of share capital -> depends if the fair value is known or
unknown at the time of donation
- regardless if unknown or known ang fair value -> DOES NOT AFFECT TOTAL
SHE
- it will decrease the total outstanding shares
LUZARA, M.C.
● Upon reissuance of the donated shares:
Cash XX
Share premium - donation XX
LUZARA, M.C.
SYNCH AUGUST 28, 2021
DIVIDENDS AND STOCK SPLIT
DIVIDENDS
● Distribution of corporate earning from accumulated profits (unappropriated retained earnings) to
shareholders entitled to receive cash
● may be in the form of cash, non cash assets, scrip, or bonus issue
○ non cash: inventory, ip, intangibles, ppe, shares of stock another entity
○ scrip: promissory notes
● Dividends depend on the business entity’s practices and policies set by the BOD (this includes
the amount, frequency, and type of dividends distributed)
○ retained earnings
○ pwede lang magbigay as dividends is yung unappropriated retained earnings
○ cash, property, scrip and bonus issuance
- date of declaration - sinasabi yung date of record and payment; for recording
nagkakaroon ng JE for dividends payable
- date of record: formally nililista yung mga shareholders na makakareceive ng dividends;
no formal entry
- date of payment: formally satisfies the obligation to settle the obligation;
- Journal entry: pag-extinguish ng obligation
Cash Dividends
● Payment of dividends in the form of cash
● Most common type
● Expressed as a percentage of the par value of person amount per share
- kahit walang qualifying adjective: it is understood as cash dividends
LUZARA, M.C.
DATE ACCOUNT DEBIT CREDIT
On the date of No journal entry. BOD lists down all shareholders entitled to receive dividends
record
Cash Dividends
● Distribution/Allocation between OS and PS depends on the characteristics of the PS.
○ Cumulative vs. Non-cumulative
○ Participating vs. Non-participating
● PS have preference over OS in terms of dividends.
LUZARA, M.C.
- kasama si subscribed shares -> ito nakakenjoy ng basic rights of the owner
- small: less than 20% -> may share premium account
- large: recorded at par value
On the date of No journal entry. BOD lists down all shareholders entitled to receive dividends
record
On the date of No journal entry. BOD lists down all shareholders entitled to receive dividends
record
LUZARA, M.C.
- pay sufficient amount to receive a full share
Scrip dividends
● Does not have enough cash balance but does have adequate RE
● In the form of a promissory note called SCRIP
● Provision of interest
On the date of No journal entry. BOD lists down all shareholders entitled to receive dividends
record
Cash XX
Property dividends
● Dividends in the form of non-cash assets (inventories, PPE, Investment Prop, Intangibles, etc.) or
shares of stock of another entity.
● IFRIC 17: Distribution of NCA to Owners.
● IFRS 5: Non-current asset held for sale and discontinued operations.
● IFRIC 17 says that entities are required to recognize the liability (property dividends payable)
equal to the FV of the asset to be distributed.
● IFRIC 17 also further says that: (1) End of reporting period; and (2) Date of payment required to
remeasure the liability.
● Changes in the CV of the liability should be recognized in equity (RE).
● IFRS 5 says that if an asset to be distributed is a NCA, must be reclassified to a CA account
—NCAHFS (Non-current asset held for sale).
● Initial measurement: LOWER OF CV VS. FV LESS COST TO SELL.
● Required to be remeasured: End of Reporting Period.
Property Dividends
- declaration: RE; Dividends Payable
- Payment: Property DP, Cash
IFRIC 17
- kapag nag-recognize ng liability amount: recorded at FV of the asset to be distributed
- remeasure at FV on the end of reporting period at date of payment
- changes in cv of the liability -> RE
IFRS 5
- reclassify to CA account -> NCHFS
- applies only if
LUZARA, M.C.
- initial measurement: lower of CV vs. FV less cost to sell
- required to remeasured -> end of period only
STOCK SPLIT
● Must be approved by the BOD.
● Ordinary stock split vs. Reverse stock split.
● Ordinary stock split will increase the number of shares with a corresponding decrease in the PV
per share.
● Reverse stock split will decrease the number of shares with a corresponding increase in the PV
per share
● Memo entry only: "Effected a 2-for-1 share split reducing the par value to PXX.XX and increase
the number of shares to XXX."
STOCK SPLIT
- lahat gagalaw
- gamitin ang new par value
- 1 for 3: nagiging 1 na lang yung 3 na hawak ng shareholder -> tataas ang par value
- sa pagcredit ng share capital ay based na sa par value
Cash dividends
- if silent - non cumulative and nonparticipating
- CYD -current year dividends
- laging una si PS
LUZARA, M.C.
ADDITIONAL NOTES:
Total XX
No par value
Preference share XX
Ordinary share XX
Share premium - OS XX
Total XX
- Note: Under the corporation code, preference shares should always be issued with par value.
- Share dividends declared but have not yet been issued (Share Dividends Distributable) also form
part of legal capital, because soon they will form part of the balance of the Share Capital Account.
Contributed Capital
● Contributed capital also known as paid in capital represents the amount invested or contributed
by owners
● It is composed of share capital and share premium
○ Share capital - contribution equal to the par
○ Share premium (additional paid in capital)
■ Issuance of share capital in excess of par value or stated value
■ Resale or retirement of treasury shares
■ Distribution of share dividends (capitalization or bonus issue)
■ Issuance of detachable share purchase warrants
■ Stock recapitalization
■ Donation of assets to the corporation
■ Transactions from corporate readjustments or quasi-reorganization
LUZARA, M.C.
1. Share premium from issuance
2. Share premium from previous issuance
3. Retained earnings
- The balance in the Subscribed Share Capital account is presented in the SHE particularly under
Contributed Capital
- Subscription Receivable account is reported as a deduction from SHE or may be shown as a
current asset if collection is expected within one year or less.
LUZARA, M.C.
❖ To record subscription with down payment
Cash XX
Subscription receivable XX
Subscribed OS XX
Share premium-OS XX
Treasury Shares
- recorded at cost
- not an asset
- it reduces capitalization
1. Acquisition
Treasury shares XX
Cash XX
2. Reissuance
❖ At cost
Cash XX
Treasury shares XX
❖ At above cost
Cash XX
Treasury shares XX
Share premium - treasury shares XX
❖ At below cost
Cash XX
Share premium - treasury shares XX
Retained earnings XX
Treasury shares XX
LUZARA, M.C.
3. Retirement
❖ When treasury shares are retired: (excess -> debit side)
Share Capital XX @par value
Share Premium XX @for the specific SP/share or average issue price
SP - Retirement XX
SP - Treasury Shares XX
Retained Earnings XX
Treasury Shares XX
- average issue price = (total PV + share premium)/ total number of issued shares
- average share premium per share = total share premium/total number of issued
shares
- use specific issue price per share if given
Cash Dividend
❖ Date of declaration
Retained Earnings XX
Dividends Payable XX
❖ Date of payment
Dividends Payable XX
Cash XX
LUZARA, M.C.
shares shares
❖ Date of payment
Share Dividends Payable (at par) XX
Ordinary Share Capital XX
❖ Date of record
No entry
❖ Date of payment
Share Dividends Payable (at par) XX
Ordinary Share Capital XX
❖ Issuance of full share dividends and the fractional share warrants or rights
Share dividends payable XX
Share capital XX
Fractional warrants outstanding XX
❖ Date of payment
Fractional share warrants outstanding XX
Share capital XX
Share premium XX
LUZARA, M.C.