Prin. of Acct II - Ch-5-Corporation
Prin. of Acct II - Ch-5-Corporation
Because assets are essential to corporate operations, the corporation issues certificates of capital
stock to obtain the necessary funds. As owners of the corporation, stockholders, or shareholders,
are entitled to a voice in the control and management of the company. Stockholders with voting
stock may vote at the annual meeting and participate in the election of the board of directors.
The board of directors is responsible for the overall management of the corporation. Normally
the board selects such corporate officers as a president, one or more vice-presidents, a
controller, and a treasurer. The officers implement the policies of the board of directors and
actively manage the day-to-day affairs of the corporation.
Limited Liability
The liability of shareholders with respect to company affairs is usually limited to their
investment in the corporation. Because of this limited liability, laws restrict distributions to
shareholders. To protect creditors, the government controls the distribution of contributed capital.
Lecture Notes on Principles of Accounting-II, ACFN 202, Chapter V. Compiled By: Kassaye Tuji 1
St. Mary’s University, Department of Accounting
Distributions of retained earnings (undistributed profits) are not legal unless the board of
directors formally declares a dividend. Because of the legal delineation of owner capital
available for distribution, corporations must maintain careful distinctions in the accounts to
identify the different elements of stockholders’ equity.
Transferability of Ownership
Shares in a corporation may be routinely transferred without affecting the company’s
operations. The corporation merely notes such transfers of ownership in the stockholder records
(ledger). Although a corporation must have stockholder records to notify shareholders of
meetings and to pay dividends, the price at which shares transfer between owners is not
recognized in the corporation’s accounts.
Continuity of Existence
Because routine transfers of ownership do not affect the affairs of a corporation the corporation
is said to have continuity of existence. In this respect, a corporation is completely different from
a partnership. In a partnership, any change in ownership technically results in dissolution of the
old partnership and formation of a new one. In a partnership, the individual partners’ capital
accounts indicate their relative interests in the business. The stockholders’ equity section of a
corporate balance sheet does not present individual stockholder accounts. A shareholder,
however, can easily compute his or her interest in the corporation by calculating the proportion
of the total shares outstanding that his or her shares represent.
For example, if only one class of stock is outstanding and it totals 1,000 shares, an individual
owning 200 shares has a 20% interest in the total stockholders’ equity of the corporation, which
includes all contributed capital and retained earnings. The dollar amount of this interest,
however, is a book amount, rarely coinciding with the market value. A stockholder who
liquidates his or her investment would sell it at a price negotiated with a buyer or, if the stock
is traded on a stock exchange, at the exchange’s quoted market price.
Capital-raising Capability
The limited liability of stockholders and the ease with which shares of stock may be transferred
from one investor to another are attractive features to potential stockholders. These
characteristics enhance the ability of the corporation to raise large amounts of capital by issuing
shares of stock. Because both large and small investors may acquire ownership interests in a
corporation, a wide spectrum of potential investors exists.
Taxation
As legal entities, corporations are subject to income taxes on their earnings, whether distributed
or not. In addition, shareholders must pay income taxes on earnings received as dividends.
Therefore, corporate income is subject to double taxation.
Regulation and Supervision
Corporations are subject to greater degrees of regulation and supervision than are
proprietorships and partnerships. The laws limit the powers a corporation may exercise, identify
reports that must be filed, and define the rights and liabilities of stockholders. Furthermore,
corporations whose stock is listed and traded on organized security exchanges are subject to the
various reporting and disclosure requirements of these exchanges.
Lecture Notes on Principles of Accounting-II, ACFN 202, Chapter V. Compiled By: Kassaye Tuji 2
St. Mary’s University, Department of Accounting
5.3 Nature and Types of Stock in a Corporation
The corporate charter may specify a face value, or par value, for each share of a stock of any
class. Par values are typically set at amounts well below the stock’s market value at date of
issue. Par value today, therefore, has no economic significance. However, par value may have
legal implications. In some countries, par value may represent the minimum amount that must
be paid-in per share of stock.
If stock is issued at a discount (that is, at less than par value), the stockholder may have a
liability for the discount if creditors claims remain unsatisfied after the liquidation of the
company. Issuing stock at a discount is a rare event, because boards of directors have generally
established par values below market values at time of issue.
Par value may also be used in some laws to define the legal capital of a corporation. The legal
capital is the minimum amount of contributed capital that must remain in the corporation as a
margin of protection for creditors. A distribution of assets to stockholders would not be allowed
if it reduced stockholders’ equity below the amount of legal capital. Given the role that par
value may play in defining legal capital, accountants carefully segregate and record the par
value of stock transactions in an appropriate capital stock account.
The laws of most countries permit the issuance of stock without a par value—that is, no-par
stock. The company’s board of directors usually sets a stated value for the no-par stock. In such
cases, the stated value will determine the corporation’s legal capital. Again, the stated value
figure is usually set well below market value at time of issue, but in contrast to par value, the
stated value is not printed on the stock certificate. For accounting purposes, stated value
amounts are treated in a fashion similar to par value amounts. In the absence of a stated value,
the entire proceeds from the issuance of no-par stock will likely establish the legal capital of
the corporation.
5.4.1Common Stock
When only one class of stock is issued, it is called common stock. Common shareholders
compose the basic ownership class. They have rights to vote, to share in earnings, to participate
in additional issues of stock, and—in the case of liquidation—to share in assets after prior
claims on the corporation have been settled.
Lecture Notes on Principles of Accounting-II, ACFN 202, Chapter V. Compiled By: Kassaye Tuji 3
St. Mary’s University, Department of Accounting
We now consider each of these rights. As the owners of a corporation, the common shareholders
elect the board of directors and vote on other matters requiring the approval of owners. Common
shareholders are entitled to one vote for each share of stock they own. Owners who do not attend
the annual stockholders’ meetings may vote by proxy (this may be the case for most
stockholders in large corporations).A common stockholder has the right to a proportionate share
of the earnings of the corporation that are distributed as dividends. All earnings belong to the
corporation, however, until the board of directors formally declares a dividend.
Each shareholder of a corporation has a preemptive right to maintain his or her proportionate
interest in the corporation. If the company issues additional shares of stock, current owners of
that type of stock receive the first opportunity to acquire, on a pro-rata basis, the new shares. In
certain situations, management may request shareholders to waive their preemptive rights. For
example, the corporation may wish to issue additional stock to acquire another company. Fur-
ther, stockholders of firms incorporated in some states do not receive preemptive rights.
A liquidating corporation converts its assets to a form suitable for distribution, usually cash,
which it then distributes to parties having claims on the corporate assets. Any assets remaining
after all claims have been satisfied belong to the residual ownership interest in the corporation—
the common stockholders. These owners are entitled to the final distribution of the balance of
the assets.
Dividend Preference
When the board of directors declares a distribution of earnings, preferred stockholders are
entitled to a certain annual amount of dividends before common stockholders receive any
distribution. The amount is usually specified in the preferred stock contract as a percentage of
the par value of the stock or in dollars per share if the stock does not have a par value. Thus, if
the preferred stock has a Br 100 par value and a 6% dividend rate, the preferred shareholders
receive Br 6 per share in dividends. However, the amount is owed to the stockholders only if
declared.
Preferred dividends are usually cumulative—that is, regular dividends to the preferred
stockholders omitted in past years must be paid in addition to the dividend of the current year
before any distribution is made to common shareholders. For example, a dividend may not be
declared in an unprofitable year. If the Br 6 preferred stock dividend mentioned above is one
year in arrears and a dividend is declared in the current year, preferred shareholders would
receive Br 12 per share before common shareholders received anything.
Lecture Notes on Principles of Accounting-II, ACFN 202, Chapter V. Compiled By: Kassaye Tuji 4
St. Mary’s University, Department of Accounting
If a preferred stock is non-cumulative, omitted dividends do not carry forward. Because investors
normally consider the non-cumulative feature unattractive, non-cumulative preferred stock is
rarely issued.
Dividends in arrears (that is, omitted in past years) on cumulative preferred stock are not an
accounting liability and do not appear in the liability section of the balance sheet. They do not
become an obligation of the corporation until the board of directors formally declares such
dividends. Any arrearages are typically disclosed to investors in a footnote to the balance sheet.
Asset Distribution Preference
Preferred stockholders normally have a preference over common stockholders as to the receipt
of assets when a corporation liquidates. As the corporation goes out of business, the claims of
creditors are settled first. Then, preferred stockholders have the right to receive assets equal to
the par value of their stock or a larger stated liquidation value per share before any assets are
distributed to common stockholders. The preferred stockholders’ preference to assets in
liquidation also includes any dividends in arrears. Preferred stocks may also be classified into
participating and non-participating. Participating preferred stock refers to preferred stock that
has a right to a stated dividend and, after common stock has been paid a dividend, can participate
in any excess dividends. Nonparticipating preferred stock does not have this right.
5.5 Accounting for Corporations
5.5.1 Issuance of Stocks
Capital stock may be issued at par, above par, or below par. Par value is not an indicator of
market value – it is strictly a legal matter. When stock is issued above or below par, the excess
or deficiency is recorded in a Premium Account called Paid-in Capital in Excess of Par, or, if no
balance exists in this account, in a Discount Account. Stock can be issued for cash, plant assets,
legal services, or on account. Treasury stocks are those shares that are re-acquired and held by
the corporation. The number of shares currently owned by stockholders; that is, the number of
shares authorized minus the total number of un-issued shares and minus the number of treasury-
shares.
Illustration 1, assume that the corporate charter of XYZ Company specifies "authorized capital
stock, 100,000 shares, par value Br.1 per share. Further, assume that to date, XYZ Corporation
has sold and issued 30,000 shares of its capital stock.
Lecture Notes on Principles of Accounting-II, ACFN 202, Chapter V. Compiled By: Kassaye Tuji 6
St. Mary’s University, Department of Accounting
5.5.3 Capital Stock Sold and Issued for Non-cash Assets and/or Services
One feature common to all start-up companies is a shortage of cash. Because these companies
often cannot afford to pay cash for needed assets and services, they sometimes issue stock to
people who can supply these assets and services. Indeed, many executives will join start-up
companies for very low salaries because they also earn shares of stock.
When a company issues stock to acquire assets or services, the acquired items are recorded at
the market value of the stock issued at the date of the transaction in accordance with the cost
principle. If the market value of the stock issued cannot be determined, the market value of the
consideration received should be used. .
Illustration 3, Assume that during its early years of operations, M Company was unable to pay
cash for needed legal services. The company issued 10,000 shares of stock to a law firm when
the stock was selling for Br 15 per share.
At that time, the company recorded the following journal entry:
Stock Subscription Receivable Account is a Current Asset Account to be reported on the balance
sheet. The Common Stock Subscribed Account is a Temporary Capital Account to be closed to
the common stock account when the subscriptions are fully collected.
Lecture Notes on Principles of Accounting-II, ACFN 202, Chapter V. Compiled By: Kassaye Tuji 7
St. Mary’s University, Department of Accounting
The temporary capital account is used to show that the subscribers do not have the rights of
shareholders, as they did not finalize the transaction of buying the shares.
When the first installment is collected on March 1, 20x5, the following entry would be
recorded:
The first entry shows collection of the receivables. And the second entry closes the
temporary capital account of- Common Stock Subscribed since all the amounts due from
the subscribers are collected.
Illustration 5, Assume that On April 1, 20x5, M Company bought 100,000 shares of its stock
in the open market when it was selling for Br 22 per share.
Using the cost method, the company records the following journal entry:
Intuitively, many students expect the Treasury Stock account to be reported as an asset. This is
not the case because a company cannot create an asset by investing in itself.
Lecture Notes on Principles of Accounting-II, ACFN 202, Chapter V. Compiled By: Kassaye Tuji 8
St. Mary’s University, Department of Accounting
The Treasury Stock account is actually a contra equity account, which means that it is reported
as a subtraction from the total stockholders' equity. This makes sense because treasury stock is
stock that is no longer outstanding, and therefore, should not be included as part of stockholders'
equity.
If M Company eventually sells its treasury stock; it will not report an accounting profit or loss
on the transaction even if it sells the stock for more or less than it paid. GAAP do not permit a
corporation to report income or losses from investments in its own stock because transactions
with the owners are not considered to be normal profit- making activities.
Illustration 6, Based on the previous example, assume that on April 15, M Company sold
10,000 shares of treasury stock for Br30 per share. Remember that the company had purchased
the stock for Br22 per share.
M Company records the following entry:
Illustration 7, For example, assumes that on March 1, 20x5, M Company received 1000 shares
form stockholders in donation. If the market price per share is Br 100, the following entry would
be prepared:
For example, the following entry could be prepared for the restriction mentioned above:
When the loan is fully paid, the restriction is no more relevant and another entry is prepared:
Date Accounts Debit Credit
20X5, Dec. 1 Retained Earnings: Appropriated(Restricted) 1,200,000
Retained Earnings: Un-appropriated(Unrestricted) 1,200,000
If there were restricted retained earnings, the stockholders’ equity section of the balance sheet
would appear as follows:
Paid in Capital:
Common stock Br xxxxx
Capital in excess of par xxxxx xxxxx
Donated Capital xxxxx
Retained earnings: Appropriated xxxxx
Retained earnings: Un-appropriated xxxxx xxxxx
Less: Treasury stock xxxxx
Total stockholders' equity Br xxxxx
Lecture Notes on Principles of Accounting-II, ACFN 202, Chapter V. Compiled By: Kassaye Tuji 10
St. Mary’s University, Department of Accounting
5.8 Dividends
The earnings of a corporation that are not retained in the business for growth and expansion are
distributed to the stockholders by means of dividends. Dividends are paid only when formally
declared by the board of directors of a corporation .
A cash dividend results in a decrease in assets (cash) and a commensurate decrease in
stockholders' equity (retained earnings).
In contrast, a stock dividend does not change assets, liabilities, or total stockholder's
equity. A stock dividend results in a transfer of retained earnings to the permanent or
contributed capital of the corporation by the amount of the stock dividend. Therefore, a
stock dividend affects only certain account balances within stockholders' equity.
Preferred Stock always carries a current dividend preference. It requires that the current
preferred dividend be paid before any dividends are paid on the common stock. When the
current dividend preference has been met and no other preference is operative, dividends can
be paid to the common stockholders.
Declared Dividends must be allocated between the preferred and common stock. First, the
preferences of the preferred stock must be met, and then the remainder of the total dividend can
be allocated to the common stock.
Cumulative Preferred Stock has a cumulative dividend preference that states if all or a part
of the specified current dividend is not paid in full, the unpaid amount becomes dividends in
arrears.
Lecture Notes on Principles of Accounting-II, ACFN 202, Chapter V. Compiled By: Kassaye Tuji 11
St. Mary’s University, Department of Accounting
The amount of any cumulative preferred dividends in arrears must be paid before any common
dividends can be paid. Of course, if the preferred stock is non-cumulative, dividends never can
be in arrears. Therefore, the preferred stockholders lose permanently any dividends passed (i.e.,
not declared). Because preferred stockholders are not willing to accept this unfavorable feature,
preferred stock is usually cumulative.
Dividends are never an actual liability until the board of directors declares them. Dividends in
arrears are not reported on the balance sheet, but are disclosed in the notes to the statements.
The allocation of dividends between cumulative preferred stock and common stock should be
strict in accordance with the stock contract. But, generally, we follow the steps below:
Notice that all the four steps are applied in this example because there were dividends in
arrears and the preferred stocks were cumulative and participating.
Lecture Notes on Principles of Accounting-II, ACFN 202, Chapter V. Compiled By: Kassaye Tuji 12
St. Mary’s University, Department of Accounting
On the date of declaration of the dividends, say December 31, 20x5, the following entry is
prepared:
If the dividends are paid out on January 1, 20x6, the following entry would be prepared:
The value of a stock dividend is the subject of much debate. In reality, a stock dividend has no
economic value, as such. All stockholders receive a pro rata distribution of shares; which means
that each owns exactly the same portion of the company both before and after the stock
dividend. The value of an investment is determined by the percentage of the company that is
owned, not the number of shares that are held. If you get change for a dollar, you do not have
more wealth because you hold four quarters instead of only one dollar. Similarly, if you own
10 percent of a company, you do not have more wealth simply because the company declares a
stock dividend and gives you (and all other stockholders) more shares of stock.
Lecture Notes on Principles of Accounting-II, ACFN 202, Chapter V. Compiled By: Kassaye Tuji 13
St. Mary’s University, Department of Accounting
At this point, you may still wonder why having extra shares of stock does not make an investor
wealthier. The reason is simple: The stock market reacts immediately when a stock dividend is
issued, and the stock price falls proportionally.
If the stock price was Br 60 before a stock dividend, normally (in the absence of events affecting
the company) the price falls to Br 30 if the number of shares is doubled. Thus, an investor could
own 100 shares worth Br 6,000 before the stock dividend (100 x Br 60) and 200 shares worth
Br 6,000 after the stock dividend (200 x Br. 30).
Illustration 9, Assume that M Company, issues a 100 percent stock dividend February 25 20x6
to shareholders of record on February 2. M Company has 1,149,819,000 shares outstanding.
The market value of the shares was Br 0.10.
Date Accounts Debit Credit
20X6, Feb, 6 Retained Earnings (0.10 x 1,149,819,000) 114,981,900
Common Stock 114,981,900
Stock dividends are classified as either large or small. A large stock dividend involves the
distribution of additional shares that are more than 25 percent of the currently outstanding
shares. A small stock dividend involves additional shares that are less than 25 percent of the
outstanding shares. Because the M Company stock dividend was equal to 100 percent of the
outstanding shares, it should be classified as a large dividend.
Notice that this journal entry moves an amount from Retained Earnings to the permanent
contributed capital of the company. The stock dividend did not change total stockholders'
equity-it changed only the balances of some of the accounts that constitute stockholders' equity.
This process of transferring an amount from Retained Earnings to Contributed Capital often is
called capitalizing earnings because it reduces the amount of retained earnings available for
future dividends.
The amount transferred from Retained Earnings to Contributed Capital was based on the par
value of the shares issued as a stock dividend. Par value is used when the stock dividend is
classified as large. In those cases, when a stock dividend is small (i.e., less than 25 percent), the
amount transferred should be the total market value of the shares issued.
Lecture Notes on Principles of Accounting-II, ACFN 202, Chapter V. Compiled By: Kassaye Tuji 14
St. Mary’s University, Department of Accounting
In this instance, each share held is called in, and two new shares are issued in its place.
Typically, a stock split is accomplished by reducing the par or stated value per share of all
authorized shares so that the total par value of all authorized shares is unchanged.
If M Company executes a 2-for-1 stock split, it reduces the par value of its stock from Br 0.10
to Br 0.05 and it doubles the number of shares outstanding. In contrast to a stock dividend, a
stock split does not result in a transfer of retained earnings to contributed capital. No transfer is
needed because the reduction in the par value per share compensates for the increase in the
number of shares. In both a stock dividend and a stock split, the stockholder receives more
shares of stock, but does not disburse any additional assets to acquire the additional shares, A
stock dividend requires a journal entry; a stock split does not require one.
A stock split is disclosed in the notes to the financial statements.
The comparative effects of a stock dividend versus a stock split may be summarized as follows:
Stockholders' Equity
After a
Before 100% Stock Two-for-One
dividend Stock Split
Contributed capital:
Number of shares outstanding 30,000 60,000 60,000
Par value per share Br 10 Br 10 Br 5
Total par value outstanding 300,000 600,000 300,000
Retained earnings 650,000 350,000 650,000
Total stockholders' equity 950,000 950,000 950,000
Lecture Notes on Principles of Accounting-II, ACFN 202, Chapter V. Compiled By: Kassaye Tuji 15
St. Mary’s University, Department of Accounting
Preferred EPS = Equity Allocated to Preferred Stock .
No. of Outstanding Shares of Preferred Stock
The Retained Earnings account is a stockholders’ equity account with a normal credit balance. As a
result of net losses, however, a debit balance in Retained Earnings may occur. Such a balance is called
a deficit. The deficit reduces the total stockholders’ equity of the corporation.
Illustration 10, Assume that the following balances appear on the balance sheet of ABC Company:
Common stock, Br 10 par Br 600,000
Paid in Capital in excess of par 120,000
Deficit 75, 000
Total stockholders’ equity is Br 645,000 (Br 600,000 + Br 120,000 – Br 75,000) and the number of share
is 60,000 (Br 600,000/Br 10). The business has only common stock and hence, the EPS is:
645,000/60,000 = 10.75
Assume also that Preferred stock has prior claim to assets on liquidation to the extent of 110% of par.
To compute EPS, let us first split the total equity into the two classes of shares:
Total Equity:
Preferred, 10% stock, Br 50 par Br. 2,500,000
Premium on preferred stock 275,000
Common stock, Br. 25 par 3,750,000
Deficit (1,240,000) Br 5,285,000
Less: Equity to preferred stock (110% x 2,500,000) 2,750,000
Equity to Common Stock Br 2,535,000
Therefore,
Preferred EPS = Br 2,750,000 = Br 55.00
2,500,000/Br 50
Lecture Notes on Principles of Accounting-II, ACFN 202, Chapter V. Compiled By: Kassaye Tuji 16