Accounting For Share Capital Transactions
Accounting For Share Capital Transactions
Accounting For Share Capital Transactions
Rights of a Shareholder
1. Share of the profits of the entity
2. To vote during elections
3. Pre-emptive right
4. To share in the net assets of the corporation in case of liquidation
Legal Capital
- Portion of the contributed capital or the minimum amount of paid-in capital, which must remain in the
corporation for the protection of corporate creditors
- Protected by the trust fund doctrine
Par Value Shares: aggregate par value of all issued and subscribed
No-Par Value Shares: total consideration received by the corporation including the excess of
issued price and stated value
Share Premium
- Portion of the paid-in capital representing the amounts paid by the shareholders in excess of the par
Treasury Shares
- Shares acquired by the corporation but not retired and awaiting to be issued at a later date
ILLUSTRATION:
PREFERENCE ORDINARY PREFERENCE ORDINARY
Red 25,000 50,000 6,250 12,500
Blue 25,000 50,000 6,250 12,500
Mint 25,000 50,000 6,250 12,500
Yellow 25,000 50,000 6,250 12,500
Green 25,000 50,000 6,250 12,500
TOTAL 125,000250,00031,250 62,500
PRICE DIFFERENCE
At par value 10 none
Above par value 15 share premium
Below par value 8 discount on share capital
ILLUSTRATION (SUBSCRIBED AT PAR VALUE): Corp A has authorized share capital of P100,000
at P50 par value per share. Assume 100 shares were subscribed at par value. Collected 30% down payment and
balance paid in full after 10 days.
SUBSCRIPTION
Subscription Receivable (100 x P50) P5,000
Subscribed Ordinary Shares P5,000
COLLECTION
Cash (P5,000 x 30%) P1,500
Subscription Receivable P1,500
ISSUANCE OF CERTIFICATE
Subscribed Ordinary Shares P5,000
Ordinary Shares P5,000
ILLUSTRATION (ABOVE PAR VALUE): Subscribed at P60 per share
SUBSCRIPTION
Subscription Receivable (100 x P60) P6,000
Subscribed Ordinary Shares (100 x 50) P5,000
Share Premium (100 x 10) P1,000
COLLECTION
Cash (P6,000 x 30%) P1,800
Subscription Receivable P1,800
ISSUANCE OF CERTIFICATE
Subscribed Ordinary Shares P5,000
Ordinary Shares P5,000
SUBSCRIPTION
Subscription Receivable (100 x P40) P4,000
Discount on Share Capital P1,000
Share Premium (100 x 50) P5,000
COLLECTION
Cash (P4,000 x 30%) P1,200
Subscription Receivable P1,200
ISSUANCE OF CERTIFICATE
Subscribed Ordinary Shares P5,000
Ordinary Shares P5,000
ILLUSTRATION (RULE 1): M Corp issued 1,000 shares with par value of P100 per share in exchange for a
parcel of land with a fair market value of P130,000. The fair market value per share is P110.
ILLUSTRATION (RULE 2): M Corp issued 1,000 shares with par value of P100 per share. The outstanding
loan obligation amounts to P120,000.
ILLUSTRATION (RULE 3): M Corp issued 1,000 shares with par value of P100 per share in exchange for O
Inc. 1,000 equity shares. The fair market value of M Corp’s share is P120 and O Inc’s share is P110.
ILLUSTRATION (ISSUED FOR CASH): Melon Corporation issued for cash 3,000 ordinary shares
with stated value of P25 per share
ILLUSTRATION (CASE 1): O Corporation issued 1,000 ordinary shares with stated value of P25 per share in
exchange of the land. The land is selling at P35,000.
Land P35,000
Ordinary Shares P25,000
Share Premium P10,000
ILLUSTRATION (ISSUED FOR CASH): Melon Corporation issued for cash 500 ordinary shares
of no par value, no stated value. Issued at P10 per share
Cash P5,000
Ordinary Shares P5,000
ILLUSTRATION (ISSUED FOR CASH): O Corporation issued 1,000 shares of no par, no stated
value in exchange of the land. The market value of the share was P20.
Land P20,000
Ordinary Shares P20,000
Forms of Acquisition
1. Purchase
2. Redemption
3. Donation
4. Through Other Legal Means
NO CORPORATION SHALL REACQUIRE ITS OWN SHARES OF WHATEVER CLASS, UNLESS IT HAS
ADEQUATE AMOUNT OF UNAPPROPRIATED OR UNRESTRICTED RETAINED EARNINGS (Retained
earnings is sufficient enough to pay treasury shares acquired)
30 Shares @ P105
Cash (30 x 105) P3,100
Treasury Shares P3,150
70 Shares @ P120
Cash (70 x P120) P8,400
Treasury Shares (70 x 105) P7,350
Share Premium – TS (70 x 15) P1,050
ILLUSTRATION (ABOVE PAR VALUE): The company reacquired 200 shares at P105 (Assume that shares
were originally issued at P103 with P100 par value). All the reacquired shares were then retired.
ILLUSTRATION (BELOW PAR): The company reacquired 200 shares at P75 (P100 par value). All the
reacquired shares were then retired.
Delinquent Subscription
BOD may at any time declare due to Unpaid subscriptions will be declared
unpaid subscriptions (call) delinquent
ILLUSTRATION (DELINQUENT SUBSCRIPTION):
Highest Bidder – person who is willing to
pay the “offer price” for the smallest
1) X subscribes for 10,000 shares at par P100 Public Auction
number of shares
Subscription Receivable P1,000,000
Subscribed Share Capital P1,000,000
5) A, is the highest bidder and pays the subscription balance of P400,000 plus interest of P20,000 and
auction expenses of P30,000 for a bid of 4,500 shares
Cash P450,000
Receivable from Highest Bidder P430,000
Interest Income P20,000
Donated Capital
1) Donations with Insignificant Amount
Asset xxx
Share Premium xxx
2) Donations with Significant Amount
Asset xxx
Donated Capital xxx
RETAINED EARNINGS
- All profit of the company will go to retained earnings
- Income and expense account is closed to this account
- Basic source is profit
- Owner’s equity account representing claim on all assets
- Accumulated profits and losses of the corporation
- Normal balance side is CR
DIVIDENDS
- Shareholder’s share of a corporation’s accumulated profits and losses
- Distributions to shareholders of cash, property, or stocks from unrestricted/unappropriated retained
earnings
- Declared by the BOD for cash dividends and 2/3 of outstanding shareholders for share dividends
No entry
3. Date of Payment
- Dividends are distributed
Cash Dividends
- Declaration can be expressed as:
A percentage of par or stated value
A certain peso amount per share
Recognition of Compensation
Vesting Period
Period of time before shares in an employee stock option plan or benefits in a retirement plan are
unconditionally owned by an employee
Vest Immediately (no vesting period = vest immediately)
The employee is not required to complete a specified period of service before unconditionally
entitled to the share options.
Entity shall recognize compensation expense in full with corresponding increase in equity
Do Not Vest Until Employee Completes Specified Service Period (with vesting period)
Compensation is recognized as expense over the service period or vesting period (date of grant to
exercise date)
ILLUSTRATION (NO VESTING PERIOD): On January 1 2019, share options are granted to employees to
purchase 100,000 ordinary shares of P50 par at P60 per share. On this date, share options has a fair value of P20
and are exercisable immediately. The employees exercised all their share options on December 31 2019.
ILLUSTRATION (WITH VESTING PERIOD): On January 1 2019, share options are granted to
employees to purchase 100,000 ordinary shares of P50 par at P60 per share. On this date, share options has a fair
value of P20 and are entitled only after completing two years of service. The options can be exercised starting
January 1 2021 and expire 1 year after. The employees exercised all their share options on December 31 2019.
By December 31, 2020, 28 employees left and it is expected that it is further probable that 25 employees will
leave during 2021.
If sales increase by an average of 10%, each employee will receive 200 share options. If sale increase by an
average of 15% per year, each employee will receive 300 share options.
By 2019, the sales increased by 10% and the entity expects this rate will continue to increase in the next years.
By 2020, the sales increased by 20% resulting in an average of 15% for the 2 years to date.
No of Employees 300 Total Compensation P1,800,000
x Share Options per Employee 300 Divide by: Vesting Period 3 years
Compensation Expense for 2019 P1,200,000
Total Share Options 90,000
600,000 per year x 2 years
x Fair Value of Option P20 Less: Compensation for 2019 (400,000)
Compensation Expense for 2020 800,000
By 2021, the sales increased by an average of 16%, over 3 years. By the end of 2021, 20 employees left the entity.
During 2019 and 2020, the earnings increased by 12% and 11% respectively. However, during the 2021, the
earnings increased only by 4%.
2019 2021
Total Share Options 20,000 Total Share Options 20,000
x Fair Value of Option P30 x Fair Value of Option P25
Total Compensation P600,000 Total Compensation P500,000
Divided by: Vesting Period 3 years Compensation Expense for
Compensation Expense for 2019P200,000 2019 and 2020 (200k per year) (P400,000)
Compensation Expense for 2021P100,000
2020
Total Share Options 20,000
x Fair Value of Option P30
Total Compensation P600,000
Divided by: Vesting Period 3 years
Compensation Expense for 2019P400,000
200,000 per year (2019 and 2020)
Less: Compensation Expense (P200,000)
Compensation Expense for 2020P200,000
2018
Market Value – 2018 P180
Less: Option Price P125
Intrinsic Value of the Option P55
x Share Options 10,000
Total Compensation P550,000
Less: Compensation for 2017 (P125,000)
Compensation Expense for 2018P425,000
Acceleration of Vesting
- If the entity cancels or settles a grant of share options during the vesting period:
Recognize expenses immediately
Any payment made to the employee shall be accounted as a repurchase of equity interest or
instrument (deduction of equity)