ToA - 12 - Share Capital and RE For Printing
ToA - 12 - Share Capital and RE For Printing
THEORY OF ACCOUNTS
SHARE CAPITAL AND RETAINED EARNINGS
Authorized Share Capital – the amount fixed in the articles of incorporation to be subscribed and paid-in or secured to
be paid in by the shareholders of the corporation
Subscribed Share Capital – portion of the authorized share capital that has been subscribed but not yet fully paid and
still unissued; reported in the SHE minus related subscription receivable that are not currently collectible.
Share Capital – pertains to the portion of the paid-in capital that represents the total par or stated value of the shares
issued; contains common and preferred stocks.
Share Premium (previously APIC) – portion of the paid in capital representing excess over the par or stated value;
common sources of share premium:
Excess over par value or stated value
Resale of treasury shares at more than acquisition cost
Distribution of share dividend – market value of share is more than par or stated value
Issuance of share warrants
Donated capital
Quasi-reorganization and recapitalization
Par value share – one with specific value fixed in the articles of incorporation and on the share certificate; purpose is to
fix the minimum issue price of the share; par value of a share can be as low as one centavo
No par value share – one without any value appearing on the face of the share certificate; but always has an “issued
value” or “stated value” that may be fixed by the board of directors in their articles of incorporation; minimum stated
value is P5
Legal Capital – pertains to the portion of the paid-in capital resulting from the issuing of share capital that cannot be
returned to the shareholders in any way throughout the corporation’s lifetime. The following formulas are used to
determine legal capital:
The aggregate par value of the shares issued and subscribed is the legal capital in the case of par value shares.
Legal capital is the total consideration received from shareholders, including the excess over the stated value, in
the case of no-par value shares.
Trust Fund Doctrine – states that a corporation’s share capital is treated as a trust fund for the protection of creditors.
As a result, returning such legal capital to shareholders during the corporation’s lifetime is prohibited. The corporation,
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on the other hand can pay dividends to shareholders, but only up to the amount of retained earnings. Accordingly, it is
illegal to pay dividends if the entity has a deficit.
Deposits on subscriptions to a proposed increase in share capital may be reported as part of shareholders’ equity as a
separate line item in the equity section.
Share issuance costs – direct costs to sell equity shares; typically include legal fees, CPA fees, underwriting fees,
commissions, cost of printing certificates and documentary stamps, SEC filing fees, and the cost of advertising and
promotion or newspaper publication.
deducted from share premium arising from the share issuance (according to PAS 32, paragraph 37, transactions
costs directly related to the issue of additional shares shall be deducted from equity, net of any associated
income tax benefit)
if share premium is insufficient, debited to “share issuance costs” account which is a contra-equity account as a
deduction from the following (in order of priority):
a. deduction from share premium from original issuance
b. retained earnings
Costs of public offering of shares – costs that relate to stock market listing; not incremental costs directly attributable to
the issuance of new shares; not termed “equity transaction costs” because no equity instrument has been issued;
recorded as EXPENSE in the income statement (according to the PIC); Examples:
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1. broker’s commission
2. road show presentation
3. public relations consultant’s fees
Joint costs or transaction costs that are related jointly to the concurrent listing and issuance of new shares and listing of
old existing shares shall be allocated between the newly issued and listed shares and the newly listed old existing shares
(PAS 32, paragraph 38). According to the PIC, the joint costs shall be allocated pro rata on the basis of outstanding newly
issued and listed shares and outstanding newly listed old existing shares.
Delinquent subscription
The Corporation Code provides that the board of directors may declare unpaid subscriptions due and payable at
any time.
The official declaration is referred to as a call, and it is typically made in the form of a board resolution specifying
the date of payment of unpaid subscriptions.
o If a shareholder fails to make a payment on the specified date, the shareholder is declared delinquent
and the delinquent share is sold at public auction.
o At the public auction, the highest bidder will receive as many delinquent shares as necessary to cover
the unpaid subscription, interest accrued on the subscription, advertising expenses and other costs of
sale.
The highest bidder is the individual willing to pay the offer price for the delinquent shares in
exchange for the least number of shares. Typically, the offer price includes the following:
Balance due on the subscription
Interest accrued on the subscription due
In the absence of bidders, the entity may purchase the delinquent shares for itself. The
delinquent subscriber is then released from liability for the deemed fully paid subscription.
Treasury shares – an entity’s own shares that have been issued and then reacquired but not canceled. The following are
3 major requisites to be qualified as treasury shares:
1. The shares must be owned by the entity. Purchasing shares in another company is not treasury, but rather an
investment.
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2. The shares must have been originally issued. This criterion differentiates between treasury shares and unissued
shares.
a. Treasury shares must be reissued at a discount without incurring any discount liability, whereas
unissued shares must be issued at least at par or stated value.
b. Treasury shares and unissued shares are identical in all other aspects. Both are considered equity rather
than assets.
3. The shares are reacquired but not cancelled.
Assessment on shareholders – may be levied when shares are issued at a discount or when the company is in urgent
need of financial assistance. When shares are originally issued at a discount, the discount is actually a receivable from
the shareholder.
Recapitalization – occurs when there is a change in the capital structure of the entity; old shares are canceled and new
shares are issued; could be any of the following:
a. Change from par to no-par
b. Change from no-par to par
c. Reduction of par value – reduction in par value is credited to share premium
d. Reduction of stated value – reduction in stated value is credited to share premium
e. Share split
Split up or share split – higher number of shares with reduction in par or stated value; This action is
driven mostly by a desire to raise the number of outstanding shares in order to lower the unit market
price. The company usually executes this kind of activity to accumulate funds.
i. To record a share split, no formal entry is required.
ii. A memorandum for the number of new shares issued in exchange for the old shares, as well as
an indication of the new par value or stated value is sufficient.
Split down or reverse share split – smaller number of shares with increase in par or stated value; In this
instance, shareholders can keep their holdings in the company and selling these shares may not be a
priority for them owing to an increase in the par value or stated value, which may make it difficult for
investors to purchase.
Rights issue (stock right) – granted to existing shareholders to enable them to acquire new shares at a specified price
during a specified period
This represents the legal right of shareholders called right of preemption When a company’s share capital is
increased and new shares are issued, the new issue must first be offered in proportion to current shareholders’
shareholdings before subscriptions from the general public are accepted.
This is represented by a share warrant the certificate or instrument proving ownership over a rights issue
o The amount of shares the holder may purchase as well as the exercise price are specified on the share
warrants confirming the rights issuance.
The exercise price is usually LOWER than the current market value of the shares.
RETAINED EARNINGS – the cumulative balance of periodic net income or loss, dividend distributions, prior period errors,
effects of change in accounting policy, reclassifications of some components of OCI and other capital adjustments
“deficit” if with debit balance; not an asset but a reduction in shareholders’ equity; “accumulated losses” is
the IFRS term.
Unappropriated – that portion which is free and can be declared as dividends to shareholders
Appropriated – that portion which is restricted and not available for dividend declaration
Property dividend – dividends in kind; distribution of earnings to the shareholders in the form of noncash assets;
IFRIC 17:
Paragraph 11: Initially measured at the fair value of the asset to be distributed; Paragraph 13: to be increased or
decreased as a result of the change in fair value of the asset at every year-end and on the date of settlement
directly in retained earnings
Paragraph 14: on settlement date: difference between the carrying amount of the dividend payable and the
carrying amount of the noncash asset distributed recognized in profit or loss
Paragraph 12: provides that an entity gives its owners a choice of either a noncash asset or a cash alternative,
the entity shall estimate the dividend payable by considering both the fair value of each alternative and the
associated probabilities of owners selecting each alternative. At the end of each reporting period and at the date
of settlement, the entity shall adjust the dividend payable based on the alternative chosen through equity or
retained earnings.
PFRS 5, paragraph 15A:
A noncurrent asset classified for distribution to owners valued at the lower of carrying amount and fair value
less cost to distribute if latter is lower than the former at the end of a reporting period, difference is
accounted for as impairment loss
Scrip dividend – are like notes in that they are official evidence of indebtedness to pay a sum of money at some future
time.
Bond dividend – do not pay dividends immediately. Instead, the company promises to pay dividends at a later date and
issues bonds to owners in lieu of cash. The purpose is to postpone dividend payment.
The sole distinction between bond and scrip dividends is that the former has a longer maturity date.
Bonds that pay dividends always have interest attached to them. This indicates that the company accepts a set
responsibility to make annual interest payments on the principal amount of the bond at the maturity date. It
should be noted that the company is taking on this obligation in exchange for nothing more than credit for
declaring the dividend.
Share dividend – bonus issue (IFRS term); distribution of the earnings of the entity in the form of the entity’s own
shares; share dividend payable is NOT a liability; but an addition to the share capital in the SHE
Ordinary share dividends and special share dividends are two terms for share dividends.
Special share dividends are dividends in terms of ordinary shares paid to preference shareholders or preference
shares granted to regular shareholders.
As to how much should be capitalized from the retained earnings, the IFRS does not mention share dividends.
As a result, in accounting for share dividends, guidance is based on local GAAP.
If share dividend is 20% or more (LARGE) par or stated value is debited to RE (because it is expected to have
a material effect on the share market value)
If share dividend is less than 20% (SMALL) fair value of the share on the date of declaration is debited to RE
(because empirically, it does not result in a lower market price for the outstanding shares)
o If FV < par or stated value par or stated value is capitalized
o If FV > par or stated value excess is credited to share premium from share dividend
Dividends out of capital (Liquidating dividend) – refers to when capital is returned to shareholders. When an entity is
dissolved and liquidated, liquidating dividends are usually paid to shareholders.
Dividends as expense
Distributions to holders of equity instruments shall be debited directly to equity by the entity, according to PAS
32, paragraph 35 dividends out of earnings are therefore charged to RE.
o However, distributions to holders of equity instruments designated as a financial liability are treated the
same as interest expense on a bond under paragraph 36.
Dividends classified as an expense may be included in the income statement either with interest on other
obligations or as a separate line item, according to paragraph 40. (Example: dividends on redeemable
preference shares)
Statement of Retained Earnings – relates the income statement to the statement of financial position by displaying
changes that directly affect an entity’s retained earnings. This statement is now part of the Statement of Changes in
Equity and is no longer a required component of the financial statements. Items that directly affect RE are the following:
Net income/loss for the period – profit or loss (IAS term)
Prior period errors – shown as an adjustment to the beginning balance of RE
Dividends to shareholders – deducted from RE
Effects of change in accounting policy – shown as an adjustment to the beginning balance of RE
Appropriation of RE – deducted from the remaining unappropriated RE balance; if an appropriation is cancelled,
it is reversed or added back to the unappropriated balance.
Subsequent reclassification of components of the OCI reclassified to RE
Reserves – no official definition of this term in any accounting standard or in the Conceptual Framework.
The usage of equity reserves is determined by whether the reserve is part of distributable equity or non-
distributable equity under the IAS.
The fraction of distributable equity that can be distributed to shareholders as dividends without impairing the
entity’s legal capital is known as distributable equity refers to “unallocated retained earnings”.
The part of non-distributable equity that cannot be distributed to shareholders in any way during the entity’s
lifetime is known as non-distributable equity reserves items other than the aggregate par or stated value of
share capital and unappropriated RE. The following are included in the list of non-distributable items:
o Share premium reserve or APIC – the excess over par or stated value
o Appropriation reserve – basically for earmarking of RE for a certain purpose which may be legal,
contractual or voluntary. Technically known as retained earnings appropriated.
o Asset revaluation reserve – emanates from property, plant and equipment revaluation. It refers to the
excess of fair value or depreciated replacement cost of the revalued property over carrying amount.
Technically known as revaluation reserve.
o Other comprehensive income
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Statement of changes in equity – a formal statement that illustrates how the elements or components of the
shareholders’ equity have changed over a certain period of time. It usually shows the following:
Total comprehensive income for the period
The effects of changes in accounting policies and corrections of errors on each component of equity
A reconciliation between the carrying amount at the beginning and end of the period for each component of
equity, separately disclosing changes from:
o Profit of loss
o OCI items
o Transactions involving owners in their capacity as owners, showing contributions and distributions to
owners individually.
Quasi-reorganization – procedure of restating asset, liabilities and capital in conformity with fair value for the purpose
of eliminating a deficit; may be accomplished through:
a. Recapitalization – deficit is eliminated against the share premium from recapitalization
b. Revaluation – deficit is eliminated against the revaluation surplus
Reasons for quasi-reorganization:
Large deficits
Approved by shareholders and creditors
Cost basis of the accounting for PPE becomes unrealistic
o The SEC may allow a financially troubled company to go through a quasi-reorganization and as part of
that process, may be allowed to revalue its PPE if their current value is significantly higher than cost.
A “fresh start” appears to be desirable or advantageous to all parties concerned
Retained earnings subsequent to quasi-reorganization shall be restricted to the extent of the deficit wiped out during
the reorganization and CANNOT be declared as dividend. Losses subsequent to quasi-reorganization CANNOT be
charged to the remaining revaluation surplus. The quasi-reorganization shall be disclosed for at least 3 years.
MULTIPLE CHOICE:
1. If shares are issued for a noncash consideration, the shares issued shall be measured by
a. Fair value of the shares issued
b. Par value of the shares issued
c. Fair value of the noncash consideration received
d. Carrying amount of the noncash consideration received
2. If shares are issued to extinguish a financial liability, what is the initial measurement of the shares issued?
a. Par value of the shares issued
b. Fair value of the shares issued
c. Fair value of liability extinguished
d. Book value of the shares issued
5. Transaction costs directly attributable to the issuance of new shares include all of the following, except
a. Documentary stamp tax
b. Underwriting fee
c. SEC registration fee for new shares
d. Road show presentation
6. When an entity calls in all of the preference shares for more than the original issue price, the excess paid above
the original issue price should be
a. Accounted for as loss on exchange
b. Charged against share premium on ordinary shares
c. Charged to discount on preference shares
d. Charged against retained earnings
7. When preference shares are purchased and retired by the issuing entity for less than original issue price, proper
accounting for the retirement
a. Increases amount of dividends to ordinary shareholders
b. Increases the contributed capital of the ordinary shareholders
c. Increases reported income for the period
d. Increases the treasury shares
11. When shareholders may elect to receive cash in lieu of share dividend, the amount to be charged to retained
earnings is equal to
a. Optimal cash dividend
b. Fair value of the shares
c. Par value of the shares
d. Book value of the shares
12. Treasury shares may be reissued as dividends, in which cash what amount should be charged to retained
earnings?
a. Cost of the treasury shares
b. Par value of the treasury shares
c. Fair value of the treasury shares on the date of declaration
d. Fair value of the treasury shares on the date of issuance
14. An entity shall review and adjust the carrying amount of the dividend payable at the end of each reporting
period and at the date of settlement with any changes in the carrying amount of the dividend payable
recognized
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a. In equity as adjustment to the amount of distribution
b. In profit or loss
c. As adjustment of share premium
d. As component of other comprehensive income
15. If the issuing entity has only one class of share capital, a transfer from retained earnings to share capital equal to
the fair value of the shares issued is ordinarily a characteristic of
a. Either a share dividend or a share split
b. Neither a share dividend nor a share split
c. A share split but not a share dividend
d. A share dividend but not a share split
17. An appropriation of retained earnings for future plant expansion will result in
a. The establishment of a fund to help finance future plant expansion.
b. The setting aside of cash to be used for future plant expansion.
c. A decrease in cash with an equal increase in the investment in fund.
d. The disclosure that management does not intend to distribute in the form of dividends assets equal to
the amount of the appropriation.
19. Which of the following is not a legal restriction related to profit distribution?
a. The amount distributed must be in compliance with the laws governing corporations.
b. The amount distributed can never exceed the net income reported for the year.
c. Profit distribution must be formally approved by the board of directors.
d. Dividends must be in full agreement with the capital contracts as to preferences.
THEORY OF ACCOUNTS
SHARE CAPITAL AND RETAINED EARNINGS
ANSWER KEY
1.C 11.A
2.B 12.A
3.C 13.C
4.D 14.A
5.D 15.D
6.D 16.A
7.B 17.D
8.D 18.B
9.C 19.B
10.B 20.A