Ch 15 Flashcards
3 special characteristics of corporate form that affect accounting
1 influence of state corporate law
2 use of capital stock or share system
3 development of variety of ownership interests
3 primary forms of business organization
1 proprietorship
2 partnership
3 corporation
Articles of incorporation
Anyone wishes to establish corporation sends articles of
Incorporation to state in which incorporation is desired
Corporate charter
Recognizes company as legal entity subject to state law
State issues corporate charter
How many state can a corporation incorporate in?
Only 1
It is the company’s advantage to incorporate in a state whose laws favor the…
Example?
Corporate form of business organization
Ex. Delaware has favorable tax and regulatory environment
How can a company restrict certain rights and privileges when it issues stock?
Through a special contract
In the absence of restrictive provisions, what 4 rights does each share of stock provide to share proportionately in?
1 profits and losses
2 management (right to vote for directors)
3 corporate assets upon liquidation
4 preemptive right
Preemptive right, define
What is it referred to as?
Share proportionately in any new issues of stock of same class
Referred to as stock right or warrant
What does the preemptive right protect?
Protects existing shareholder from involuntary dilution of
Ownership interest
Registrars and transfer agents
Specialize in providing services for recording and transferring
Stock
Common stock
Class of stock represents ownership interest
Residual corporate interest that bears ultimate risks of loss
And receives benefits of success
Who generally controls the management of the corporation?
Common stockholders
Preferred stock
Special class of stock where certain common stock rights are Sacrificed in return for other special rights and privileges
3 other names for owners equity?
1 stockholders’ equity
2 shareholders’ equity
3 corporate capital
What 3 categories normally appear as part of stockholders’ equity?
1 capital stock
2 additional paid in capital
3 retained earnings
What do capital stock and additional paid in capital constitute?
Contributed (paid-in) capital
Retained earnings
Earned capital of the company
Contributed (paid-in) capital
Total amount of capital stock
Amount provided by stockholders to corporation for use in
business
What 2 items does contributed capital include?
1 par value of all outstanding stock
2 premiums less discounts on issuance
Earned capital
Capital that develops from profitable operations
Consists of all undistributed income that remains invested in
The company
Residual interest
Owners’ or Stockholders’ interest in a company
What does stockholders’ (owners’) equity represent?
Cumulative net contributions by stockholders + retained earnings
3 steps companies follow when they issue stock?
1 state must authorize stock in certificate of incorporation or
Charter
2 corp. offers shares for sale, entering into contracts to sell stock
3 after receiving amounts for stock, corp issues shares
Par value of stock, relationship with fair value?
Par value of stock has no relationship to its fair value
What do low par values help companies avoid?
The contingent liability associated with stock sold below par
Accounting for par value of preferred stock and common stock
Company credits these accounts when it originally issues shares
No additional entries made unless issues additional shares or
Retires them
Paid in capital in excess of par account
Indicates any excess over par value paid in by stockholders
In return for shares issued to them
What claim does an individual stockholder have on excess paid in capital?
Individual stockholder has no greater claim on excess paid in than all other holders of the same class of shares
No-par stock
Many states permit issuance of capital stock without par value
2 reasons of issuance of no par stock
1 avoids contingent liability if issued par value at discount
2 the questionable treatment of using par value for fair value
Never arises
2 Major disadvantages of no par stock?
1 Some states levy high taxes on these issues
2 Less flexibility for paying dividend, because no par stock may
Be considered legal capital
True no par stock should be carried in amounts at issue price without any…
Additional paid in capital or discount reported
Stated value of no par stock (required by some states)
Minimum value below which company can’t issue stock
Lump sum sales
How to allocate proceeds among several classes of securities
Sold at once
2 methods that companies can use in allocation of lump sum sales?
1 proportional method
2 incremental method
Proportional method 1) when does it occur? How is it allocated?
1 if fair value or other sound basis for determining relative value Is available for each class of security
2 company allocates lump sum received among securities on proportional basis
Incremental method 1) when does it occur? How is it allocated?
1 instances where company can’t determine fair value
2 company uses fair value of securities as basis for classes it
Knows and allocates remainder of lump sum where it doesn’t
Know FMV
Stock issued in noncash transactions
Issuance of shares for property or services