CHP 15 - Shareholder's equity Flashcards
CHP 15 - Corporate equity accounts
IMPORTANT
- Distinction between equity and liabilities is that equity does not embody a sacrifice of future economic benefits
- We record an entry on January 1 because the contract creates an asset for the company – a subscription receivable
- Offsetting credit is not revenue but there is an obligating event = signing of contract = obligation the company to issue shares once the shares are paid for
- No this obligation of issuing shares does not create liability because would have to require settlement through a) transfer of assets b) provision of service c) yielding of an economic benefit, it’s an equity account called “shares subscribed”
- When the shares are issued: common share account reduced because the subscribed shares have now turned into issued shares, subscriptions receivable account remain unchanged (reduced only when cash collected)
- When receive partial payments:
1) The money returned / no shares issued
2) Keep the money and issue no shares
3) Issue half of the shares subscribed by them because they only paid half of the installments - If the shares were trading in an active market at diff price, still record entries @ agreement specified price
- Contributed surplus = equity account, as agreement allows company to keep the cash and not issue shares = free money/not earned so cannot credit revenue (it really was not earned), so increase equity by using this account
- Cost of issuing shares
1) Legal costs, not expense as not incurred to earn revenue, are part of cost of issuing shares, consequently Dr Common or Preferred shares rather than legal expense
2) Administration fees recorded as expense
3) Management overhead incurred recorded as expense - Shares issued in exchange for equipment, non-monetary transaction, valued at the most objective measure of the consideration received or given up, The journal entry would be:
Dr Equipment, Cr Common shares
a) based on value of equipment if it could be determined
b) or value of the shares if they traded in active market - Secret reserve = gain from buying asset by issuing shares at lower price/understate value of appraisal, shares are now worth more
- Waterstock = loss for shareholders, inflate/overstate value of appraisal, shares are now worth less
- Only debt instruments (not equity) have legal requirement to pay out amounts like interest
- When a business becomes incorporated, it must comply with the provisions of either the Canada Business Corporations Act (CBCA)
- One of the advantages of incorporation is the concept of limited liability whereby a shareholder cannot lose any more than the amount they invested in the business
- A company can only declare dividends through the formal approval of the board of directors
- Authorized share capital of a class of shares = maximum number of shares that a company can issue
IMPACT
- Retained Earnings increase when: closing net income in profitable year
- Retained Earnings decrease when: close net loss or dividend account, declare cash/stock/property/scrip dividend, sell treasury shares at loss (share that a company has reacquired but not cancelled), buyback shares at price exceeding carrying amount
- AOCI change when closing the OCI into AOCI (IFRS only)
- AOCI + NI = CI
- OCI = unrealized gains/losses
- AOCI = portion of equity arising from revenues, expenses, gains, and losses from non-shareholder transactions that we do not report in net income
- Under IFRS = statement of shareholders’ equity
- Under ASPE = only need statement of retained earnings
- Companies must issue shares without a nominal or par value = value determined by the legal counsel of a company, will credit a contributed surplus account for any excess received above the par value
- Contributed surplus increases when: excess amount over par value of issued shares, received donated capital, sell treasury greater than carrying amount, stock options expired, subscribers forfeit their rights
- Contributed surplus decreases when: selling stock at less than par value, selling treasury less than their carrying amount, buyback and cancel shares when the price paid is lesser than carrying amount, deficit, holder of stock option, distribute liquidating dividend
Equity vs liabilities - SHARE CAPITAL
Distinction between equity and liabilities is that equity does not embody a sacrifice of future economic benefits
It represents instead a residual interest in the enterprise
2 things shareholders’ equity consists of (2)
- 1) Contributed capital = common and preferred share capital and contributed surplus. Contributed surplus arises from donations received from owners or other persons, credits arising on forfeited shares, credits arising from the reacquisition of shares, and the excess of the proceeds received over the par value of shares sold.
2) Retained earnings representing the undistributed earnings of the enterprise.
5 FORMS OF BUSINESS ENTITIES (5)
- Proprietorships = owned by one individual, unincorporated, account for proprietorships separate from their owner, the income from a proprietorship = income of its owner, single capital account
- Partnerships = proprietorship that is owned by more than one person, does not issue shares, uses capital accounts
- Joint ventures = requires vote of all owners before major business decisions
- Income trusts = entity that does not have to pay any tax as long as it distributes most of its profit through distributions to unit holders, example: REITs = real estate investment trusts can be held in trusts without being taxed.
- Public sector entities and other not-for-profit entities (in other course)
3 forms of business ownership (3)
- Proprietorships
- Partnerships
- Corporations
4 typical equity accounts (4)
- Common shares = claim to the assets of the corporation ranks lower, they have residual interest in assets only after liabilities settled/after capital returned to preferred shareholders, dividends earned can change, have voting rights
- Preferred shares = investors owning these shares receive dividends and upon liquidation of a corporation they will receive their capital (the money they paid for their shares) back before the common shareholders receive their capital back, dividends earned remain unchanged, don’t have voting rights
- Retained earnings
- Accumulated OCI
3 mandatory items annual meeting shareholders (3)
- Elect the board of directors
- Approve the annual financial statements
- Appoint the auditor (if required)
2 ways preferred shares can specify dividends (2)
- Cumulative
minimize some of this risk, company fails to declare a dividend in a particular year, they will track this dividend in arrears and before paying out any common share dividends will pay out all the preferred arrears dividends first
- Non-cumulative (assumed)
Recall that common shareholders rather than preferred shareholders have the residual interest in a company. This protects preferred shareholders who get to receive their capital back before common shareholders receive the residual interest (which may be nothing) in the event of a liquidation of the business. However, if the business is not liquidating and has grown rapidly, the residual interest will be rising and since this accrues to the common shareholder, the common share price will rise while the preferred share price will remain unchanged.
Not only will the common shareholders see a rise in the price of their shares, if they receive dividends the company will be able to increase their dividends while being under no obligation to increase dividends to the preferred shareholders.
So to placate the preferred shareholders, companies sometimes (but not always) attach some special features to preferred shares such as:
1) Making the dividends on preferred shares cumulative
2) Allowing the preferred shares to receive participating dividends
extra dividend that is paid out to both preferred and common shareholders but only after the preferred shareholders have received their dividends in arrears and their current year dividend AND the common shareholders have received a current year dividend with an equivalent rate of return that the preferred shareholders received on their current year dividend. The participating dividend is given on a pro-rata basis apportioning it between the preferred and common shareholder groups on the basis of their stated (usually carrying) amounts. The participating dividend may have a limit which makes them partially, rather than fully participating
4 steps order when paying out dividends under law: (4)
- Pay out the arrears dividends to the preferred shareholders first
- Pay out the current year dividend to the preferred shareholders
3.Pay out a corresponding pro rata current year dividend to the common shareholders.
4.Once the current year dividends are paid, a participating dividend can be paid out. Unlike other dividends where the preferred shareholders receive their share first and then the common shareholders receive theirs, a participating is received “simultaneously” on a pro rata basis.
Income Trusts
- the government allowed businesses to be set up in trusts that must distribute most of their income to unit holders
- The trust was exempt from tax
- In 2007, the government closed this tax loophole for most companies except real estate trusts
5 Common shares/ ordinary/ class A Characteristics (5)
1) Subordination – they rank last in terms of distribution of assets of the company upon wind-up
2) Risks and reward of ownership – they bear all risks and rewards with no special provisions to mitigate risk
3) No obligation to transfer value – the market values these shares based on the net assets and performance of the company, not some
predetermined redemption value
4) All shares in the class have the same rights
5) Shareholders cannot redeem the shares and the company cannot force (retract) a buy back of the shares except on wind-up
6 Preferred Shares characteristics (6)
1) Preference as to dividends that can be participating or cumulative. A preferred share usually has a fixed dividend rate. If the company fails to declare the dividend in a particular year, the right to receive that dividend exists in the future if the shares have a cumulative dividend feature. If the shares are not cumulative, the right to receive a dividend only occurs when the board of directors declares a dividend.
2) Preference as to assets in the event of liquidation
3) Convertible into common shares
4) Callable (redeemable) at the option of the corporation – this means the corporation has the right to buy back the shares
5) Retractable at the option of the shareholder – this means the shareholder has the right to sell the shares back to the corporation
6) Nonvoting
Instalment receipt
partially paid share that trades in the market that gives the holder the right to purchase a common share at a predetermined price