Professional Documents
Culture Documents
CORPORATION1
CORPORATION1
CORPORATION1
• Artificial being
• Created by operation of law
• Right of succession
• Powers, attributes and properties expressly
authorized by law or incident to its existence
Formation
• Corporation Code of the Philippines
• Special laws (GOCCs)
• Five or more persons not exceeding 15,
majority are residents of the Phils.
• Purpose must be lawful
• Articles of incorporation with SEC
Articles of Incorporation
• The name of the corporation
• The purpose or purposes for which the corporation is formed
• The place where the principal office is to be established or located which
must be in the Philippines
• The term for which the corporation is to exist not exceeding 50 years
• The names and residences of the incorporators
• The names and addresses of the incorporating directors who must not be
less than 5 nor more than 15
• The amount of share capital, its par value, and the number of shares into
which it is divided. If the share has no par value, the articles need state
only the number of shares but the fact that the share is without par shall
be stated therein
• The amount of share capital or the number of no-par shares actually
subscribed, including the names and residences of the subscribers with an
indication of the amount or number of no-par shares subscribed and paid
by each.
By-laws
• Rules of action adopted by the corporation for
its internal government
• Filed with the SEC within 1 month from the
date of incorporation
Contents of by-laws
• The time, place, manner of calling and rules for meetings of
shareholders and directors. The place of shareholders’ meeting
must be the principal place of business
• The number, qualifications, duties, powers and length of office of
directors. A director must be a registered owner of at least one
share of stock, and majority of the directors must be resident of
the Philippines
• The appointment, duties, powers, compensation and length of
office of corporate officers other than directors
• The manner of issuing share certificates
• The method of amending by-laws
• Any other rules governing the acts of officers and directors
Pre-incorporation subscription requirement
• Minutes book
• Stock and transfer book
• Book of accounts
• Subscription book
• Shareholders’ ledger
• Subscribers’ ledger
• Share certificate book
Organization cost
• Cost of forming a corporation
• Includes (a)legal fees in connection with the incorporation
such as drafting of articles of incorporation and by-laws and
registration, (b) incorporation fees, (c) share issuance costs,
such as printing of stock certificates, cost of stock and
transfer book, seal of corporation, underwriting and
promotional fees, accounting and legal fees related to
share issuance
• Start-up costs which include legal and secretarial costs in
establishing a legal entity shall be recognized as expense
when incurred (PAS 38, par. 69)
Shareholders’ equity
• Capital stock/share capital
• Subscribed capital stock/subscribed share capital
• Common stock/ordinary share capital
• Preferred stock/preference share capital
• Additional paid-in capital/share premium
• Retained earnings (deficit)/accumulated profits (losses)
• Retained earnings appropriated/appropriation reserve
• Revaluation surplus/revaluation reserve
• Treasury stock/treasury shares
Definition of terms
• Share capital- the portion of the paid-in capital representing the total par
or stated value of the shares issued.
• Subscribed shared capital – portion of the authorized share capital that
has been subscribed but not yet fully paid and therefore still unissued.
• Additional paid-in capital or share premium – the portion of the paid-in
capital representing excess over the par or stated value.
• Retained earnings – the cumulative balance of periodic earnings,
dividend distributions, prior period errors and other capital adjustments.
• Revaluation surplus – excess of revalued amount over the carrying
amount of the revalued asset
• Treasury shares – corporation’s own shares that have been issued and
then reacquired but not cancelled
Share capital
• Authorized share capital – the amount fixed in
the articles of incorporation to be subscribed
and paid in by the shareholders of the
corporation, either in money, property or
services, at the organization of the
corporation, or afterwards and upon which
the corporation is to conduct its operations
Share certificate
• A document evidencing ownership of shares
by a shareholder in which share capital is
divided into.
• Generally, issued only when the subscription is
fully paid.
Par vs. No-par shares
• Par value shares – one with specific value fixed
in the articles of incorporation and appearing on
the share certificate. Its purpose is to fix the
minimum issue price of the share.
• No-par value shares – one without any value
appearing on the face of the share certificate. It
has always an issued value or stated value based
on the consideration for which it is issued. It
cannot be issued for an amount less than P5.
Share
• The interest or right of a shareholder in the
corporation
Ordinary share capital
• If there is only one class of share capital,
necessarily it must ordinary shares
• Enjoy no preference over each other
• Gives the owner the right to vote, to share in
the income, and in the event of liquidation, to
share in all assets after satisfying creditors’
and preference shareholders’ claims
• No fixed or specific return on investment
Preference share capital
• Preferred as to dividends and as to assets
• Limited or fixed return on investment
Legal capital
• The portion of the paid-in capital arising from
issuance of share capital which cannot be
returned to the shareholders in any form during
the lifetime of the corporation
• In case of par value shares, it is the aggregate
par value of the shares issued and subscribed
• In case of no par, it is the total consideration
received from the shareholders including the
excess over the stated value.
Accounting for share capital
• Memorandum method
• Journal entry method
Memorandum method
• No entry is made to record the authorized
share capital. Only a memorandum is made
for the total authorized share capital. When
share capital is issued, it is credited the the
share capital account.
Illustration ( Memorandum method)
• Cash 250,000
Subscription receivable 250,000
• Cash 450,000
Subscription receivable 450,000
Cash 500,000
Unissued share capital 500,000
• Shareholders’ equity
Authorized share capital, P100 par,
40,000 shares P4,000,000
Unissued share capital, 29,000 shares (2,900,000)
Issued share capital P1,100,000
Subscribed share capital, 4,000 shares 400,000
Subscription receivable ( 300,000)
Shareholders’ equity P1,200,000
Issuance of share capital
• Not to be issued for a consideration less than
the par or stated value thereof
• No-par shares cannot be issued for less than
P5
• Proceeds from the issuance of par value
shares shall be credited to “Share capital” to
the extent of the par value, with any excess
being reflected as “share premium”
Illustration 1.
• Issued 10,000 ordinary shares with a par value
of P100 for P150 per share.
• Journal entry:
Cash 1,500,000
OSC 1,000,000
Share premium 500,000
Illustration 2
• Issued 20,000 ordinary shares with P50 stated
value for P80 per share.
• Journal entry:
Cash 1,600,000
OSC 1,000,000
Share premium 600,000
Share issued at a discount
• Prohibited by the CCP
• Not considered as a loss but the shareholder is
liable therefor.
• Issuance is not void but the contract is
unenforceable
Issuance of share capital for non-cash
consideration
• Valuation shall be determined first by the incorporators or the
board of directors subject to the approval of the SEC (CCP)
• For equity settled share-based payment transaction, the
entity shall measure the goods and services received and the
corresponding increase in equity directly at the FAIR VALUE of
the goods and services received (PFRS 2, par. 10)
• If the entity cannot estimate reliably the fair value of the
goods and services received, the entity shall measure their
value at the corresponding increase in equity indirectly by
reference to the FAIR VALUE OF THE EQUITY INSTRUMENTS
ISSUED
Illustration
• Issued 10,000 OS of P100 par in exchange for land with a FV of P1.5M. The FV
of the shares issued is P180/share.
• If the FV of the land is used:
Land 1,500,000
OSC 1,000,000
SP 500,000
• If the FV of the shares is used:
Land 1,800,000
OSC 1,000,000
SP 800,000
• If the par value of the shares is used:
Land 1,000,000
OSC 1,000,000
Issuance of Share Capital for services
Cash 600,000
Subscription receivable 600,000
Cash 450,000
Due from Highest Bidder 450,000
Journal entry:
Treasury shares 300,000
Cash 300,000
Reissuance at cost
• If the TS are subsequently reissued at P150
per share,
Cash 300,000
Treasury shares 300,000
Reissuance at more than cost
• If the TS are subsequently reissued at P200
per share
Cash 400,000
Treasury shares 300,000
Share premium-TS 100,000
Reissuance below cost
• If the TS are subsequently reissued at P100 per
share, the excess of the cost over the reissue price
is charged to the following in proper order:
1. share premium from TS of the same class
2. retained earnings
Cash 200,000
Retained earnings 100,000
Treasury shares 300,000
Retirement of Treasury shares
• “Share capital” is debited at par or stated value
and “treasury shares” is credited at cost
• If the par value exceeds the cost (gain), the excess
is credited to “share premium from TS”
• If the cost exceeds the par value (loss), the excess
is debited to the following:
a. share premium from original issuance
b. share premium from TS
c. retained earnings
Illustration:
Ordinary share capital, 50,000 shares, P100 par 5,000,000
Share premium – original issuance 500,000
Share premium – treasury shares 100,000
Retained earnings 1,000,000
Treasury shares, 5,000 shares at cost 750,000
Journal entry:
Ordinary share capital500,000
Share premium – issuance 50,000
share premium – TS 100,000
Retained earnings 100,000
Treasury shares 750,000
Disclosure of TS
• Number of shares held in treasury
• Restriction on the availability of retained
earnings for distribution of dividends
Presentation
• Deduction from total SHE
Retained earnings (DIVIDENDS)
• The cumulative balance of periodic net
income or loss, dividend distribution, prior
period errors, changes in accounting policy
and other capital adjustments.
Appropriated and Unappropriated
• Unappropriated – that portion which is free
and can be declared as dividends to
shareholders
• Appropriated – portion which has been
restricted and therefore is not available for
any dividend distribution
DIVIDENDS
• Distributions of earnings or capital to the
shareholders in proportion to their
shareholdings
Relevant dates:
• Date of declaration
• Date of record
• Date of payment
Forms:
• Cash
• Property
• Liability dividend (bond and scrip)
• Stock dividends/ bonus issue
Cash dividends
• Most common type of dividend
• May be expressed as follows:
a) a certain amount of pesos per share
b) a certain percent of the par or stated value
Illustration 1:
• The BOD at their meeting on October 10, 2015 declared a dividend
of P20 per share payable April 30, 2016, to shareholders of record
on December 31, 2015. The entity had 20,000 shares issued and
outstanding with par value of P100.
• Journal entries:
October 10 Retained earnings 400,000
Dividends payable 400,000
Dec. 31 No entry
The entity declared 20% stock dividend or 2 shares for every 10 shares held, or a total of 2,000 shares as
stock dividend
Journal entry:
Retained earnings 200,000
Stock dividend distributable 200,000
SDD 100,000
Share capital 100,000
• If a 50% stock dividend is declared and the MV
of the share is P150
SDD 500,000
Share capital 500,000
Treasury shares as stock dividends
• TS may be declared as stock dividend
• TS may be reissued as dividends in which case
the cost of the shares shall be charged to RE
• Declaration of TS as dividends is considered as
property dividend under the CCP but should
be accounted for as stock dividend
Liquidating dividend
• When capital is returned to shareholders, it is
known as dividend out of capital or liquidating
dividend
• LD are paid to shareholders when the entity is
dissolved or liquidated
• Wasting asset corporations (those engaged solely or
substantially in the exploitation of natural resources)
may declare dividends which are in part distribution
of earnings and in part distribution of capital
Dividend Preferences
Illustration: In 2011, Mason Company is to distribute $50,000 as
cash dividends, its outstanding ordinary shares have a par value of
$
10
Illustration: In 2011, Mason Company is to distribute $50,000 as
cash dividends, its outstanding ordinary shares have a par value of
$400,000, and its 6 percent preference shares have a par value of
$100,000.