Returned To The SH in Any Form During The
Returned To The SH in Any Form During The
Returned To The SH in Any Form During The
Share capital-portion of the paid in capital Share- represents the interest or right of a
representing the total par or stated value of the shareholder in the corporation
shares issued.
- Rights:
Subscribed share capital- portion of the a) To share in the earnings
authorized share capital that has been b) Vote in the election of directors and
subscribed but not yet fully paid and still certain corporate policies
unissued. c) Subscribe for addt’l share issues-
the preemptive right
Share premium-portion of paid in capital
d) Share in the net assets of Corp upon
representing excess over the par or stated
liquidation
value.
Share certificate- instrument that evidence the
- Comprises:
ownership of a share and issued only when
a) Excess over par value or stated
subscription is fully paid.
value
b) Resale of treasury shares at more Par value share- has specific value fixed in the
than cost articles of incorp. And appearing on the share
c) Donated capital certificate, purpose is to fix minimum issue
d) Issuance of share warrants price of shares
e) Distribution of share dividends
No par value share- without value appearing on
f) Quasi-reorganization and
the certificate. But has always an issued value
recapitalization
or stated value based on consideration for
Retained earnings- cumulative balance of which it is issued
periodic earnings, dividend distributions, prior
Minimum issue price for no par share is P5.
period errors and other capital adjustments.
Ordinary share capital-
Revaluation surplus- excess of revalued amount
over the carrying amount of the revalued asset -sh enjoy no preference over each other
-if there is only one class of share capital
Treasury shares- corporation’s own shares that
- ordinary sh have the same rights and privileges
have been issued and then reacquired but not
Preference share capital-
canceled.
-Sh enjoy preferences like claims on dividends
Deposits on subscriptions- may be reported as
and net assets upon liquidation.
part of SHE as separate item in the equity
-have only limted or fixed return on investment
section.
Legal capital- portion of paid in capital arising
Capital stock- amount fixed in the articles of from issuance of share capital which cannot be
incorporation to be subscribed, paid in or returned to the sh in any form during the
secured to be paid in by SH of the corporation, lifetime of the corp.
either in money or property, services at the -determined as follows:
a) In the case of par value share, it is the issued, whichever is reliably
aggregate par value of the shares issued and determinable.
subscribed Share issuance costs-
- Include legal fees, CPA fees,
b) In the case of no par value share, the total
underwriting fees, commissions, cost of
consideration received from sh including excess
printing certs, doc stamps, filing fees
over stated value
with SEC, and cost of advertising and
TRUST fund doctrine promotion, or newspaper publication
fee.
-share capital of a corp is considered as trust - If directly attributable shall be deducted
fund for the protection of creditors from equity, net of any related income
-it is illegal to return legal capital to sh during tax benefit
lifetime of the corp. and pay dividends when - Shall be DR to share premium arising
there is deficit from the share issuance
-Corp. can only pay dividends to sh but limited - If the SP is insufficient to absorb such
to retained earnings expenses, the excess shall be debited to
ACCOUNTING FOR SHARE CAPITAL share issuance cost as deduction from
a) Memorandum method- No entry. Only a the ff. order of priority:
memorandum is made for the total a) SP from previous share issuance
authorized share capital b) Retained earnings
When SC is issued, CR share capital Issued at more than par:
account Sp xx
b) Journal entry method- recorded by DR Cash xx
unissued share capital and CR Issued at par:
authorized share capital Share issuance cost xx
When SC is issued, CR to the unissued Cash xx
share capital
Shared issued at discount Cost of public offering of shares-expensed
-share sold below par stated value when incurred, not considered as costs of an
-sh must pay for the discount, hence it’s a equity transaction since no equity instrument
liability to them has been issued.
- a deduction from total she Joint costs- shall be allocated prorate on the
Issuance of share capital for noncash basis of outstanding newly issued and listed
consideration shares and outstanding newly listed old existing
-such as tangible property, intangible property shares.
and services, share capital is recorded at an - A) Audit and other professional advice
amount equal to the following in the order of relating to prospectus
priority: - B) Opinion of counsel
a) FV of the noncash consideration received C) Tax opinion
b) FV of the shares issued D) Fairness opinion and valuating report
c) Par value of the shares issued E) Prospectus design and printing
Issuance of share capital for services
- Services must be already rendered
- The shares shall be recorded at the FV
of such services or FV of the shares
outstanding b) A preference share that gives the holder
allocated the right to require the issuer to
Newly issued and listed shares 700 7/10 350 redeem the instrument for a fixed or
Newly listed old existing shares 300 3/10 150 determinable amount at a future date.
-classified as current or noncurrent
Watered share financial liability depending on the
- Share capital issued for inadequate or redemption date
insufficient consideration - difference between the redemption price
- Asset is overstated and capital is and the financial liability is accounted for as
overstated gain or loss on redemption.
Secret reserve
- Arises when asset is understated or Convertible preference share
liability is overstated, capital -gives the holder the right to exchange the
understated holdings for other securities of the issuing
- Arises from the ff: corporation.
a) Excessive provision for -normally converted to ordinary share
depreciation, depletion, -may be converted into bonds which is
amortization, and doubtful accounts actually a change of equity from that of an
b) Excessive writedown of receivables, owner to that of a creditor.
inventories, and investments Illustration
c) Capital expenditures are recorded Pref Share Capital 10k shs, p100par 1M
as outright expense OSC, 200k shares authorized
d) Fictitious liabilities are recorded. 100k shs issued,p30par 3M
Callable preference shares SP-PS 200K
-can be called in for redemption at a specified SP-Ord 1M
price at the option of the corp. Retained Earnings 2M
-no definite redemption date, dependent on the
call of the issuer Pref share converted to Ord share in ration
-an equity instrument rather than a financial of 1 pref:3 ord shs
liability Pref share capital 1M
PS called in at more than the original issue price SP-PS 200k
of the PS , excess is DR to retained earnings OSC(30kx30) 900k
Excess of the call price over the par value of the SP-Ord 300k
PS is charged to the ff: Pref share converted to Ord share in ration
a) SP from orig. issuance of the PS of 1 pref: 5 ord shs
b) Retained earnings Pref share capital 1M
PS called in less than the orig.price, difference is SP-PS 200k
CR to SP related to OS. Retained Earnings 300k
OSC(50kx30) 1.5M
Redeemable preference share
a) A preference share that provides for
mandatory redemption by the issuer for
a fixed of determinable amount at a
future date
TS shares are subsequently reissued at
Treasury Shares 100/share
-an entity’s own shares that have been issued Cash 200k
and then reacquired but not canceled RE 100k
a) Shares must be the entity’s own shares. The TS 300k
acquisition of shares of another entity is not Excess of the cost over the reissue price is
treasury but an investment charged to the ff. in order of priority:
b) The shares must have been issued originally. a) SP from TS of the same class
This requisite distinguishes treasury shares from b) RE
unissued shares. Retirement of TS
TS can be legally reissued at a discount without -SC is DR at par value or stated value and the TS
any discount liability while unissued shares is CR at cost.
must be issued at least at par or stated value. -Gain= Par value>cost of TS, thus CR to SP from
c)The shares are reacquired but not canceled. TS.
Illustration:
Corporation can acquire TS only to the extent of 1000 OShs with par of 100 are held as treasury
retained earnings balance at a cost of 80K, and subsequently retired