Edited Corporation
Edited Corporation
Edited Corporation
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The stockholders exercise, who are in fact the owners, exercise control over the
management of the business indirectly by electing Board of Directors. It is the
responsibility of board of directors to meet from time to time to determine the corporate
policies and to select the officers who manage the business. The following chart shows
the organization structure of a corporation.
Stockholders
Board of Directors
Officers
Employees
Being a creature of the government and being owned by stockholders having limited
liability, a corporation has less freedom of action than a sole proprietorship and a
partnership.
There may be government regulations in such matters as:
ownership of real estate,
retention of earnings
minimum capital requirement in the form of legal capital and
Purchases of its own shares of stock
Corporate Capital
The owner’s equity in Corporations commonly called Capital, Stockholders’ equity,
Shareholders’ equity, or Shareholders’ investment.
The two principal sources of corporate capital are:
1. Paid in Capital or investment contributed by the stockholders;
2. Retained earnings, or net income retained in the business.
The capital acquired from the stockholders is recorded in accounts maintained for each
class of stock; the account is entitled Common Stock or Capital Stock.
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The Retained Earnings amount results from transferring the balance in the income
summary account to be retained earnings account at the end of the fiscal period. The
dividends account; to which distributions of earnings of a corporation to the stockholders
is also closed to the retained earnings account.
If the occurrence of the loss results in a debit balance in the retained earnings account, it
is termed as Deficit. In the stockholders’’ equity section of the balance sheet, a deficit is
deducted from paid in capital to determine total stockholders’ equity.
There are a number of acceptable variants of the term retained earnings, among which
are:
Earnings retained for use in business
Earnings reinvested in the business
Earnings employed in the business and
Accumulated earnings.
For many years, the term used for retained earnings was earned surplus.
However, the use of this term (earned surplus) in published financial statements generally
been discontinued. Because of its connotation as excess or something left over, surplus
was interpreted by readers of financial statements to mean cash available for dividends.
Characteristics of Stock
The general term applied for the shares of ownership of a corporation is capital stock.
The number of shares a corporation is authorized to issue is set forth in its charter.
The term issued is applied to the shares issued to the shareholders. A corporation may
require its own shares of stock issued previously. The stock remaining in the hands of the
stockholders is then referred to as the Stock Outstanding.
The shares of capital stock are often assigned an arbitrary monetary figure, known as Par
Value. The par amount is printed on the stock certificate, which is the evidence of
ownership issued to stockholder. A stock may also be issued without par, in which case it
is called No Par Stock. But the board of directors may assign a value on such stock and
the stock will be stated value stock and is similar to a par value stock. Because of the
limited liability feature, the creditors of the corporation have no claim against personal
assets of stockholders. However, the requires that some specific minimum contribution
by stock stockholders be retained by a corporation for the protection of its creditors. This
minimum amount is called legal capital and usually includes the Par or Stated Value of
the shares of capital stock issued.
Classes of Stock
The major basic rights that accompanying shares of stock are:
1. The right to vote
2. The right to share in the earnings of the corporation.
3. The right to acquire the same fractional interest up on additional issuance of
shares of stock –preemptive right.
4. The right to share assets up on liquidation.
If a corporation issues only one class of stock, it is common stock and share will have
equal rights. In order to appeal to a broader investment market, a corporation may issue
one or more classes of stock with various preferential rights.
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The preference usually relates to the right to share in the distribution of earnings. Such
shares are called Preferred Stock.
The board of directors has the sole authority to distribute earnings to the share holders.
When such action is taken, the directors are said to declare a dividend. A corporation
can’t guarantee that the operation will be profitable and it can’t guarantee dividends to its
stockholders. Furthermore the directors have wide discretionary powers in determining
the extent to which earnings should be retained by the corporation to provide for other
contingencies.
A corporation with both common and preferred shares may declare dividend on the
common stock only after it meets the requirements of stated dividend on the preferred
(which may be stated in monetary terms or as a percentage of pars).
Example: Assume that a corporation has 8,000 shares of Br. 20 par common stock and
2,000 shares of Br. 10 preferred stock outstanding. Assume also that dividend declared
over the first three years period was Br. 40,000, 80,000 and 120,000; the distribution of
dividend to the shareholders is shown as follows:
Example: Assume that the contract covering the preferred stock in the preceding
example provides that if the total dividends to be distributed exceed the regular preferred
dividend and a comparable dividend on common, the preferred shall share in the excess
ratably on share for share basis with the common. According to such terms, assume that
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dividend for year four is Br. 180,000 dividends in the third year would be allocated as
follows:
Preferred dividend Common dividend Total
Preferred dividend……………Br. 40,000 ___ Br. 40,000
Comparable for Common ……. ----- 80,000 80,000
Remaining (Br. 5 per share) ……..20,000 40,000 60,000
Dividends per share……………..Br. 15 Br. 15
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Example: Assume that a corporation with authorization of Br. 16,000 shares of Br. 100
par preferred stock and 60,000 shares of Br. 20 par common stock issued one fourth of
each authorization for cash at par. The entry to record this transaction is as follows:
Cash---------------------------- 700,000
Common stock ------------------------ 300,000
Preferred stock------------------------- 400,000
The capital stock accounts (preferred and common stock) are controlling accounts. It is
necessary to maintain records of each shareholder’s name, address and number of
shares held in order to issue dividend checks, proxy forms, and financial statements.
Individual stockholders accounts are kept in a subsidiary ledger known as Stockholders’
ledger.
Issuing Stock at a Premium or Discount
Par stock is often issued by a corporation at a price other than par. When it is issued for
more than par, the excess of the price over par is a Premium. When it is issued at a price
that is below par, the difference is called discount. Thus, if a stock with a par value of Br.
60 is issued at Br. 80 the amount of the premium is Br. 20. If the same stock is issued at
Br. 45, the discount is Br. 15.
Theoretically, there is no reason for a newly organized corporation to issue stock at a
price other than par. The par designation is merely a part of the plan of dividing capital in
to a number of units of ownership. Hence, a group of persons investing their funds in new
corporation might all be expected to, pay par for the shares.
The fortunes of the enterprise do not remain the same, however, even when it is still in
the process of organizing. The changing prospects for its future success may affect the
price per share at which the incorporators can secure other investors.
A need for additional capital may arise long after a corporation has been established. If
the funds are to be obtained by the issuance of additional stock, it is apparent that the
current price at which the original stock is selling in the market will affect the price to be
obtained for the new shares.
In general, the price at which a share of stock is sold may be influenced by:
1. The financial condition, the earnings records, and the dividend record of
the corporation.
2. Its potential earning power.
3. The availability of money for investment purposes.
4. General business and economic conditions and prospects.
Premium on Stock
When capital stock is issued at premium, cash or other assets are debited for the amount
received, the stock account is credited for the par amount and the premium on stock
account is credited for the difference. Sometimes, Paid in Capital In Excess of Par or
Additional Paid in Capital may also be credited.
Example: Assume that a corporation has issued 2,000 shares of Br. 20 par common stock
at Br. 28 for cash.
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Cash ------------------------------ 56,000
Common Stock------------------------- 40,000
Premium on C/ Stock----------------- 16,000
The premium of Br. 16,000 is part of the investment of the stockholders and is therefore a
part of a paid in capital. It is distinguished from the capital stock account because usually
it is not part of the legal capital of the corporation and may be used as a basis for
dividends.
Discount on Stock
When stock is issued at less than par value, it is considered to be fully paid as between
the corporation and the stockholders. However, some times the corporation is
contingently liable to creditors for the amount of the discount. If corporation is liquidated
and there are not enough assets to pay creditors, the stockholders may be assessed for
additional contribution up to the amount of the discount. When shares are at a discount,
the cash or other asset received is debited together with the discount and capital stock is
credited for the par amount.
Example: Assume that a corporation has issued 6,000 shares of br. 12 par preferred stock
at Br. 10. Then the entry is as follows:
Cash ----------------------------------- 60,000
Discount on PS----------------------- 12,000
Preferred Stock --------------------- 72,000
The discount Br. 12,000 is a contra paid in capital account and must be offset against the
preferred stock account tom arrive at the amount actually invested by the holders of the
stock. The discount is not an asset, nor shall be amortized against revenue as though it
were an expense.
Issuing Stock for Assets Other than Cash
Capital stock may be issued in exchange for assets other than cash as land, building,
equipment or the like. In such cases, the assets acquired should be recorded at their fair
prices or the price of the shares of stock whichever is more objectively determinable.
Example: Assume that a corporation has issued 10,000 shares of Br. 20par common
stock in exchange for land of fair value Br. 280,000 for an investor.
The entry to record the issuance of the shares is:
Land ---------------------------------------- 280,000
Common Stock----------------------------------- 200,000
Premium on Common Stock-------------------- 80,000
If the current price of the shares of stock is Br. 18 per share and if this price is more
objective than the price of the land, the entry to record the issuance of the shares would
have been as follows:
Land --------------------------------------- 180,000
Discount on C/ stock------------------- 20,000
Common stock ------------------------------- 200,000
Issuing No Par Stock
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Both common and preferred shares may be issued without a par designation .When no
par stock is issued, the entire proceeds may be credited to the capital stock account, even
though the issuance prices vary from time to time.
Example: If a corporation issues no par stock at Br. 50 at the time of organization and at
later dates additional shares are issued at br. 45.
The entry is:
1. Original issuance of 8,000 shares of no par common stock at Br.50
Cash ------------------------------ 400,000
Common Stock ---------------------------- 400,000
2. Subsequent issuance of 2,000 shares of no par common stock for Br.45 per share:
Cash ------------------- --------- 90,000
Common Stock ---------------- 90,000
The entire proceed from the issuance of no par stock is considered Legal Capital.
But sometimes, no par stock may be assigned at stated value per share by the board
of directors, and the excess of the price over the stated value may be credited/
debited to the Paid in Capital in excess of value stated account. Assuming that in the
previous example the board has stated value of br. 48 per share.
The entry is:
3. Original issuance of 8,000 shares of no par common , stated value Br. 48 stock at
Br. 50:
Cash--------------------------- 400, 000
Common Stock ---------------------------- 384,000
PIC in excess of stated value ---------------16,000
4. Subsequent issuance of 2,000 shares of no par common, Br. 48 stated value stock
for Br. 45 per share:
Cash --------------------------------------- 90,000
PIC in excess of stated value ---------6,000
Common stock---------------------------------------- 96,000
Accounting for no par stock with stated values the same as that of the accounting for par
value stock. On the balance sheet, the premium on capital stock and the credit balance of
paid in capital in excess of stated value are additions where as the discount on the stock
and the debit balance of paid in capital in excess of stated value are deductions to
determine the final owner’s equity of the corporation.
Subscriptions of and stock issuance
One way of issuing of stock is selling directly to the shareholders. But in case the
shareholders waived their preemptive right, a corporation may sell its shares to an
underwriter who in turn will resell to investors at a price high enough to each a profit
from the sale. Under these circumstances, the corporation is relieved from the task of
marketing the shares. It receives the entire amount of cash without delay and can proceed
immediately with its plans for the use of the funds.
In other situations, a corporation may sell its stock on directly to investors or others such
as employees under stock purchase plans, which may give the investors the right to
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subscribe at a certain price and pay at a future date or in installments. This results in stock
subscriptions receivable and stock subscribed accounts. After the subscriber has
completed the agreed payments, the corporation issues the stock certificate. The stock
subscribed account is replaced the appropriate type of stock account-preferred stock or
common stock.
Example: Moon incorporated has sold 10,000 shares of its Br 30 preferred stock to
different subscribers at a price of Br 36 per share. The transaction is recorded as follows:
A corporation may purchase its own shares of stock outstanding from the shareholders. It
may also accept its shares in payment of a debt owed by a shareholder, which in essence
is much the same as acquisition by purchase. There are various reasons why a corporation
may purchase its own shares of stock. Some of these may be, for example, for reissuance
for employees as or according to stock purchase agreements, or to support the market
price of the stock. Such shares of stock reacquired by corporation are called Treasury
shares.
The term treasury stock may be applied only to the issuing corporation’s stock that:
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I. Has been issued as fully paid
II. Has later been reacquired by the issuing corporation, and
III. Has not been cancelled or reissued.
In the past treasury shares were listed on the balance sheet as an asset. The justification
for such treatment was that the stock could be reissued and was thus like an investment in
the stock of another corporation. To day, it is agreed among accountants that treasury
shares shall not be reported as an assets for a corporation can’t own part of itself.
Treasure stock has no voting right, it doesn’t have the preemptive right to participate in
future addition issuance of stock, nor does it generally participate in dividends. When a
corporation purchases its own shares, it is returning to the stockholders from whom the
purchase was made.
There are several methods of accounting for the purchase and resale of treasury stock. A
commonly used method is the cost basis. When the stock is purchased by the corporation,
the account treasury stock is debited and cash is credited for the price paid for it. The par
or the price at which it was previously issued is irrelevant. When the stock is resold, cash
is debited for the price reissuance and treasury stock is credited for the cost of
acquisition, the difference being paid capital from treasury stock.
Example: Norm Corporation that has 10,000 shares of Br. 25 par preferred stock, which
it has issued at Br. 30, reacquired 4,000 shares at a cost of Br. 35 per share. The entry to
record the acquisition is:
Treasury stock----------------------------140,000
Cash----------------------------------------------------140,000
The above entry has been made based on the purchase price of the share Br. 35 per share,
not based on par of Br. 25 or previous issuance price of Br. 30. After a month, assume the
corporation n has resold 800 shares of the treasury stock for Br. 40 per share. The
reissuance is recorded as follows:
Cash---------------------------------32,000
Treasury stock--------------------------------------------------28,000
Paid in capital from treasury stock---------------------------- 4,000
In this case the paid in capital from treasury stock is the difference between the
acquisition cost Br. 35 and the reissuance price Br. 40 per share. On the other hand if the
reissuance price was less than the acquisition cost, paid in capital from treasury stock
should have been debited as in the following Example. Assume the corporation issued
500 shares of its treasury stock for Br. 32 per share. The reissuance is recorded as:
Cash…………………………………………..16,000
Paid in capital from treasury stock……………1,500
Treasury stock…………………………………………17,500
The additional capital obtained from treasury stock is reported in the paid in capital
section of the balance sheet, and the cost of the treasury stock is a deduction n from the
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total of the capital accounts. As an illustration, after the above transaction were
summarized, the stockholder’ equity section of Norm corporation will appear as follows:
Preferred stock-----------------------------------------------------250,000
Premium on preferred stock------------------------------------- 50,000 300,000
Paid in capital from treasury stock--------------------------------------------- 2,500
Total paid in capital-------------------------------------------------------------302,500
Retained earning (assumed data)-----------------------------------------------11,500
Total------------------------------------------------------------------------------314,000
Less treasury stock (2,700 shares*35) ------------------------------------- (94,500)
Total stockholders’ equity-----------------------------------------------------219,500
The stockholders’ equity section of the balance sheet indicates that 10,000 shares of
preferred stock were issued, of which 2,700 are held as treasury. The number of shares
outstanding is, therefore, 7,300. If board has declared cash dividends at this time, the
declaration would apply only to these 7,300 shares of stock and these outstanding shares
will be voted in the general meeting of stock in holders
Example: At the end of its fiscal year, Woyra Corporation has both preferred and
common stock outstanding, preferred dividends were in arrears for two years and
preferred stock is entitled to receive 120% upon liquidation. The amounts of the
stockholder’ equity section and the computation of the equity per share are as follows:
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Total equity…………………………………………Br.650,000
Allocated to preferred stock
Liquidation price…………………Br. 240,000
Dividends in arrears……………. 40,000 280,000
EPS=280,000/2000=Br.140
Allocated to common stock……………………… 370,000
EPS=370,000/40,000=Br.9.25
Equity per share, particularly of common stock is often stated in corporation reports to
stockholders and quoted in the financial press. It is one of the many factors affecting
market price, i.e. the price at which a share of stock is bought and sold at a particular
moment. But other factors influence the price of stock much higher than equity per share.
Organization Cost
Expenditure incurred in organizing a corporation, such as legal fees, taxes and fees paid
to the state, and promotional costs are charged to an intangible asset account entitled
organization.
Although such costs have no realizable value upon liquidation, they are as essential as
plant and equipment during the life of the corporation, for without them the corporation
could have not come into existence. If the life of a corporation was limited to a definite
period of time , the organization costs should be amortized over such period. But the life
of the corporation is indeterminable at the time of incorporation.
Hence, the two possible extreme points of treating organization costs are either
considering them as permanent assets until the evidence is available that they no longer
exist or immediately expensing in the period the expenditures were made. The practical
solution is to immediately expensing them by amortiz8ing over a certain arbitrary period
of time. The tax requirement is a period not less than sixty months. Because the amount
may not be significant as compared to total asset, amortization of organization costs over
a period of sixty months is common accounting practice.
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