Chapter 5: Accounting For Corporations
Chapter 5: Accounting For Corporations
Chapter 5: Accounting For Corporations
Definition of Corporation
A corporation is a legal entity having an existence separate and distinct from that of its owners.
In the eyes of the law there are two persons and a corporation is an ‘artificial person’ having
many of its own rights and responsibilities. Corporation is an artificial person, created by low
and having a distinct existence separate and apart from the natural persons who are responsible
for its creation and operation.
Pre-emptive rights: the current stockholders has the right to purchase the shares of the
corporation on a prorate basis when new stocks are offered for sale. These preemptive
rights are designed to provide each stockholder the opportunity to maintain a proportional
ownership in the corporation.
any of these rights is modified, the term preferred stock is used. Preferred stock specifies
different rights that distinguish it from common stock. Some of the distinctive features for
preferred stocks are priority claims on dividends, cumulative dividend rights, priority as to assets
in the event of liquidation of a corporation and no voting power.
- The board of directors has the sole authority to distribute earnings to the stock holders.
- The directors have wide discretionary powers in determining the extent to which earnings
should be retained by the corporation to provide for expansion, to offset possible future loss
or to provide for other contingencies.
- A corporation with both preferred stock and common stock may declare dividends on the
common only after it meets the requirements the stated dividends on the preferred (which
may stated in terms of as a percent of par).
Example:
Assume that a corporation has 1,000 shares of Br. 10 preferred stock and 4,000 shares of
common stock outstanding. Assume also that in the first 3 years of operations, net income
was 30,000, 55,000 and 100,000 respectively. The director authorize the retention of a
portion each year’s earnings and the distribution of the remaining.
Dividends that have not been declared in prior years are said to be in arrears.
Example:
Assume that a corporation has 1,000 shares of Br. 4 preferred stock and 4,000 shares of common
stock outstanding. Assume also that the preferred stock is cumulative, and that no dividends were
paid in 2005, and 2006. In 2007, the board of directors declares dividends of Br. 22,000.
Amount distributed --------------------------------------------------------------------22,000
Preferred dividend (1,000 shares)
2005 dividend in arrear Br. 4,000
2006 dividend in arrear Br. 4,000
2007 current dividend Br. 4,000 12,000
Common dividend ----------------------------------------------------------------------10,000
Dividend per share:
Preferred ------------------------------------------------------------------------------Br. 12
Common -----------------------------------------------------------------------------Br. 2.5
3. ISSUING SHARES
I. Issuing shares at per
Par value is an arbitrary amount stated on the face of the stock certificate and represents the
legal capital of the corporation.
The shares can be issued either at par, premium or at discount. Shares are said to be issued at par
when a shareholder is required to pay the face value of the shares to the company. Shares are
said to be issued at premium when a shareholder is required to pay more than the face value to
the company. Shares are said to be issued at discount when the shareholder is required to pay less
amount than the face value to the company. For example, a company issues the shares having the
face value of Br.10 at Br.10; it is the issue at par. If it is issued at Br. 12, the issue is at premium.
If it is issued at Br.8, the issue is at discount.
When stocks are issued to various investors, a stock certificate specifying the number of shares
represented is prepared for each investor/or stockholder. When par value stock is issued for cash,
the capital stock account is credited with the par value of the shares issued regardless of whether
the issuance price is more or less than par. If par value stock is issued for more than par value (at
premium), paid in capital in excess of par account is credited for the excess of selling price over
par. This paid in capital is excess of par does not represent a profit to the corporation rather it is
part of the invested capital. If par value stock is sold by corporation for less than par (at
discount), a negative stockholders’ equity accounts, Discount on common (or preferred) stock, is
debited for the amount of the discount.
Additional paid-in capital is the amount received for stock in addition to par value; may
also be called, Paid-in capital in excess of par, Premium on stock, Often recorded on the
balance sheet on a single line, for all classes of stock
The entries to record investment of stock holders in a corporation are like those for investments
by owners of other types of business organizations, in that cash and other assets received are
debited and any liabilities assumed are credited. The credit to stock holder’s equity differs,
however, in that there are accounts for each class of stock.
Example:
Assume that a corporation is authorized to issue 10, 000 shares of preferred stock, Br. 100 per,
and 100,000 shares of common stock, Br. 20 per. One half of each class of authorized shares is
issued at par for cash.
Cash -----------------------------------------------1,500,000
Preferred stock ---------------------------------------500,000
Common stock---------------------------------------- 1,000,000
(Issued preferred stock and common stock at par for cash)
A price at which stock can be sold by a corporation depends on a variety of factors, such as:
The financial condition, earnings record, and dividend record of the corporation.
Investors expectation of the corporations potential earning power
General business and economic conditions and prospects
The availability of money for investment purpose
The Br.10, 000 excess is recorded in a separate account because some states do not
consider this to be part of legal capital and may be used for dividends.
When stock is subscribed, the company debits stock subscription receivable for the subscription
price, credits capital stock subscribed for the par value of the subscribed shares, and credits paid
in capital in excess of the subscription price over par value. Later, as cash is collected, the entry
is a debit to cash and a credit to stock subscription receivable. When the entire subscription price
is collected, the stock certificates are issued for the subscribers. The issuance of stock is recorded
by debiting capital stock subscribed and crediting capital stock. The following Example:
demonstrates the accounting procedures for stock subscriptions.
Assume that 120,000 shares of RAM corporation common stock, par br. 10, are subscribed for at
Br. 12 by Misrak Binda. The total is payable in three installments. The following entries are
processed by RAM Corporation.
Treasury stock does not reduce the number of shares issued, but does reduce the number of
outstanding shares. The purchase of treasury stock decreases both assets and stockholders’
equity. Moreover, treasury stock does not carry voting, dividend, preemptive, or liquidating
rights and is not assets.
Date of payment: this date is determined by the board of directors and is usually stated is
declaration. At the date of payment the liability recorded at the date of declaration is debited and
the appropriate asset account is credited.
When a board of directors declares a cash dividend, it authorizes the distribution of a
portion of the corporation’s cash to stock holders.
When a board of directors declares a stock dividend, it authorizes the distribution of a
portion of its stock.
A. Cash dividends
A cash distribution of earnings by corporation to its share holders is called a cash dividend.
There are 3 conditions that a corporation must meet to pay a cash dividend:
Sufficient retained earnings
Sufficient cash
Formal action by the board of directors
Example:
Assume that on December 1 the board of directors of XYZ corporation declares the following
quarterly cash dividends. The date of record is December 10, and the date of payment is January
2.
Preferred stock, Br. 100 par, 5,000 stock dividends per share total dividend
Outstanding Br. 2.5 12,500
B. Stock dividends
A distribution of share of stock to stockholders is called a stock dividend.
The effect of a stock dividend on the stock holder’s equity of the issuing corporation is to
transfer retained earnings to paid- in capital.
Example:
Assume that the stock holder’s equity accounts of XYZ Corporation as of December 15 are
as follows
Common stock, Br. 20 par (2, 000, 000 share issued) ------------------------40,000,000
Paid in capital in excess of par- common stock --------------------------------9,000,000
Retained earnings ---------------------------------------------------------------------26,600,000
On December 15, the board of directors declares a stock dividend of 5% or 100, 000 shares
(2,000,000 shares *5%) to be issued on January 10 stockholders of record on December 31.
The market price of the stock on the declaration date is Br. 31 a share.
December 15
Stock dividends (100,000*Br 31market price) ------------3,100,000
Stock dividend distributable (100,000*Br.20 par) -------------------------------------2,000,000
Paid in capital in excess of par common stock-------------------------------------------1,100,000
A stock dividend is closed to retained earnings on December 31. The stock dividends
a distributable account is listed in the paid in capital section of the balance sheet.
Thus, the effect of the stock dividend is to transfer Br. 3,100,000 of retained earnings
to paid in capital.
On January 10, the number of shares outstanding is increased by 100,000. By following entry to
record the issue of the stock:
Stock dividend distributable --------------------------------------2,000,000
Common stock---------------------------------------------------------------2,000,000
(Issued stock for the stock dividend)
6. EQUITY PER SHARE
The amount appearing on the balance sheet as total stockholders’ equity can be stated in terms of
the equity per share. When there is only one class of stock, the equity per share is determined by
dividing total stockholders’ equity by the number of shares outstanding. For a corporation with
both preferred and common stock, it is necessary first to allocate the total equity between the two
classes.
Example:
Assume that as of the end of the current fiscal year, a corporation has both preferred and
common shares outstanding, that there are no preferred dividends in arrears, and that the
preferred stock is entailed to receive Br. 105 per share up on liquidation. The amounts of the
stockholders equity accounts of the corporation and the computation of the equity per share are
as follows
Stock holders equity
Preferred Br. 9 stock, cumulative, Br. 100 par (1000 share outstanding) ------------100,000
Excess of issue price over par – preferred ------------------------------------------------2,000
Common stock, Br. 10 (50,000 share outstanding) ---------------------------------500,000
Excess of issue price over par –common stock---------------------------------------50,000
Retained earnings --------------------------------------------------------------------------253,000
Contents
9.0 Aims and Objectives
9.1 Introduction
9.2 Definition of Corporation
9.3 Characteristics of Corporation
9.4 Advantages of Corporate form of Organization
9.5 Disadvantages of Corporate form of Organization
9.6 Formation of a Corporation
9.6.1 Organization Costs
9.6.2 Rights of Stockholders
9.7 Authorization and Issuance of Stocks
9.7.1 Types of Stocks / Shares
This unit aims at discussing different issues related to a corporate form of organization such as
the characteristics of a corporation, accounting and reporting practical for the issuance of stocks.
Treasures stocks and equity per share. After studying this chapter, you will be able to:
- describe the characteristics, advantages and disadvantages of the corporate form of
business organization
- explain the rights of stockholders and the role of corporate directions.
- differentiate among authorized, issued and outstanding shares.
- Account for the issuance of capital stock
9.1 INTRODUCTION
Assume that you are planning to start a new business. Would you choose a sole proprietorship, a
partnership or a corporation? In principles of accounting 1 and previous chapter of principles of
accounting you have studied about the first two forms of business organizations. In this chapter
the importance of corporate form of organization will be discussed.
A corporation is a legal entity having an existence separate and distinct from that of its owners.
In the eyes of the law there are two persons and a corporation is an ‘artificial person’ having
many of its own rights and responsibilities
A corporate entity has many advantages not available in other forms of organization. Among the
advantages are the following:
a) Continuous existence: A corporation has perpetual existence in that its continuous existence
is not dissolved by the death or retirements of any of its members.
b) No personal liability for owners: Since a corporation is a separate legal entity, the creditors
of a corporation have a claim against the assets of the corporation, not the personal property
of the owners.
c) Greater regulation: since a corporation comes into existence according to the law of the
state, the law may provide for considerable regulation of the corporation’s activities. For
example, the withdrawal of funds from a corporation is subjects to certain limits sets by
law.
A corporation is created by obtaining a corporate charter. The charter is given from the states in
which the corporation is to be incorporated. To obtain a corporate charter an application called
articles of incorporation are prepared by t he organizers called incorporators and submitted to the
state corporations commissioner or other designated officials. These articles of incorporation
specify the purpose of the business, its location, the names of the organizers, the classes and
numbers of shares of capital stock authorized, and the consideration to be paid in by the
organizers for their respective shares. The article of incorporation is approved by the state and
charter is issued. Once a charter is obtained a board of directors is elected. The directors in turn
hold meetings at which officers of the corporation are appointed.
c) The rights to share in the distribution of assets upon liquid action: when a corporation
ends its existence, the creditors of the corporation must first be paid is full; any remaining
assets are dividend among stockholders in proportion to the number of shares owned.
d) Pre-emptive rights: the current stockholders has the right to purchase the shares of the
corporation on a prorate basis when new stocks are offered for sale. This preemptive
rights is designed to provide each stockholder the opportunity to maintain a proportional
ownership in the corporation.
2. Explain the meaning of the term double taxation at it applies to corporate profits.
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The state officials approve the articles of incorporation, which specify the number of shares a
corporation is authorized to issue. The total number of shares that may be issued is known as the
authorized shares. When the corporation receives cash is exchange for stock certificates, which
represents the number of shares issued, the shares become issued shares. Shares that are issued
and held by the stockholders are called outstanding shares. Sometimes a corporation requires
shares from its own shareholders. These shares are called treasury stocks, which reduce the
number of outstanding shares.
A corporation may choose not to issue immediately all the authorized shares even though it is
customary to have a large number of authorized shares than presently needed. If more capital is
needed, the previously authorized shares will be readily available for issue. A corporation can
apply to the state for permission to increase the number of authorized shares.
Many corporations issue several classes of capital stock, each providing investors with different
rights and opportunities. The basic types of stock issued by every corporation is called common
stock. Common stock possessed the traditional rights of ownership such as voting rights,
participation residual dividends, and residual claim to assets in the event of liquidation. When
any of these rights is modified, the term preferred stock is used. Preferred stock specifies
different rights that distinguish it from common stock. Some of the distinctive features for
preferred stocks are priority claims on dividends, cumulative dividend rights, priority as to assets
is the event of liquid action of a corporation and no voting power.
Stocks according to their nature are classified into par value and no-par stocks. Par value stocks
with a designated dollar amount per share as stated in the corporate charter and printed on the
stock certificates. On the other hand, some states allow corporations to issue stocks without
designating a par value. Such stocks are called no-par stocks. When no par stocks are issued by a
corporation, the entire issuance price is viewed as a legal capital, which is subject to withdrawal.
Sometimes some states authorize the issuance of no-par stock with a stated, or assigned, value
per share that is established permanently by the corporate directors and is in the laws. Most
corporations use a stated value for no par stock.
discount), a negative stockholders’ equity accounts, Discount on common (or preferred) stock, is
debited for the amount of the discount.
For example, assume that 50,000 shares of Br. 2 par value common stock have seen authorized
and that 10,000 of these authorized shares are issued at a price of Br. 10 each. The entry would
be:
Cash………………………………………………………100.000
Common Stock…………………………………..20,000
Paid-in-capital is excess of par………………… 80,000
When stock is subscribed, the company debits stock subscription receivable for the subscription
price, credits capital stock subscribed for the par value of the subscribed shares, and credits paid
in capital in excess of the subscription price over par value. Later, as cash is collected, the entry
is a debit to cash and a credit to stock subscription receivable. When the entire subscription price
is collected, the stock certificates are issued for the subscribers. The issuance of stock is recorded
by debiting capital stock subscribed and crediting capital stock. The following illustration
demonstrates the accounting procedures for stock subscriptions.
Assume that 120,000 shares of RAM corporation common stock, par br. 10, are subscribed for at
Br. 12 by Misrak Binda. The total is payable in three installments. The following entries are
processed by RAM Corporation.
Cash 480,000
Common stock subscription receivable 480,000
To record receipt of 1st payment
Cash 480,000
Common stock subscription Receivable 480,000
To record receipt of final payment
Cash 480,000
Common stock subscription Receivable 480,000
To record receipt of final payment
Common stock subscribed 1,200,000
Common stock 1,200,000
To record issuance of stock
b) Date of payment: this date is determined by the board of directors and is usually stated is
declaration. At the date of payment the liability recorded at the date of declaration is
debited and the appropriate asset account is credited.
A participating preferred stock receives a minimum dividend but also receives higher dividend
when the company pays substantial dividends on common shares. The preferred stockholders’
right may be to receive dividend only a stated amounts. Such stock is said to be
nonparticipating.
The corporation reported net income of Br. 150,000 for the third year and the BOD declared both
of the net income as dividend. If the preferred stock issued by the corporation is participating, the
preferred stockholders will receive. Br. 30,000 (Br. 20,000 + Br. 10,000), and the common
stockholders will receive Br. 60,000 (Br. 40,000 + Br. 20,000).
1. State the classification (assets, liability, stockholders’ equity, revenue or expense) of each of
the following accounts
a) subscription receivable
b) organization costs
c) paid in capital is excess of par value
d) retained earnings
e) preferred stock
2. If a corporation has outstanding 1,000 shares of Br. 9 cumulative preferred stock of Br. 100
par and dividends have been passed for the preceding three years, what is their amount of
preferred dividends that must be declared is the current year before a dividend can be
declared on common stock?
a) Br. 9,000 c) Br. 36,000
b) Br. 27,000 d) None
Treasury stock is a corporation’s own stock (preferred or common) that has been issued and
required by the issuing corporation. A corporation may also accept shares of its own stock in
payment of a debits owed by a stockholder or as a donation from a stockholder.
Treasury stock does not reduce the number of shares issued, but does reduce the number of
outstanding shares. The purchase of treasury stock decreases both assets and stockholders’
equity. Moreover, treasury stock does not carry voting, dividend, preemptive, or liquidating
rights and is not assets.
To illustrate the cost method, assume that Harambe Corporation had 50,000 shares of Br. 10 par
common stock outstanding at the beginning of the current year. The company purchased 500
shares for cash and received 500 shares in settlement of a debt from stockholders. The markets
price of stocks was Br. 30/share. The following entry is required involving the transactions.
If the company sells 600 shares of the treasury stock for Br. 31 each, the entry would be:
Cash 18,600
Treasury stock 18,000
Paid in capital from sale of 600
Treasury stock
Paid in capital from sale of treasury stock is reported in the paid in capital section of the balance
sheet. Treasury stock is deducted from the total of the paid in capital and Retained earnings.
The amount appearing on the balance sheet as total stockholders’ equity can be stated in terms of
the equity per share. When there is only one class of stock, the equity per share is determined by
dividing total stockholders’ equity by the number of shares outstanding. For a corporation with
both preferred and common stock, it is necessary first to allocate the total equity between the two
classes. To illustrate, consider the following statements of stockholders’ equity at December 31,
19x1.
- 9 to preferred stock, Br. 50 par value, authorized 20,000 shares, issued and
Outstanding 12,000 share Br. 600,000
1. A corporation reacquired 1,000 shares of its own Br. 50 par common stock for Br. 75,000
recording it at costs. What effects does it has on stockholders’ equity?
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2. If the Retained Earnings account has a debit balance, how is it presented in the balance sheet
and what is it called?
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3. How is book value per share of common stock computed when a company has only one class
of stock?
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9.11 SUMMARY
The primary advantages of a corporation are no personal liability of stockholders for the
debts of the business, the transferability of ownership shares, continuity of existence and
ability to hire professional managements.
Stockholders in a corporation normally have the rights to elect the board of directors, to share
in dividends declared by the directors, to share is the distribution of assets if the corporation
is liquidated, and to subscribe to additional shares if the corporation decides to increases the
number of shares outstanding.
Common stock represents the true residual ownership of a corporation. These share have
voting rights and cannot be called. Preferred stock has preference over common stock with
respects to dividends and to distributions in the events of liquidation.
When capital stock is issued, appropriate asset accounts are debited for the market price of
stock. A capital stock account is credited for the par value of the issued shares. The
difference between the market value received and the par value of the issued shares is
credited or debited to additional paid in capital accounts.
The stockholders; equity sections are classified into two: paid-in-capital and retained
earnings.
Any treasury stock held at the end of an accounting period is deducted from the total of the
paid-in-capital and retained earnings of the corporation.
To determine the equity per share, the equity allocated to each class is divided by the number
of shares outstanding of the respective class.
2. C
2. The debit balance is deducted from paid in capital and is called defects.
3. EPS = Total stockholders’ equity
Number of shares outstanding
Jan. 7 Issued an additional 500 shares of common stock to Binda is exchange for his services in
organizing the corporation. The stockholders agreed that these services were worth Br.
11,000.
Jan12 Issued 2,500 shares of preferred stock for cash of Br. 250,000.
Jan. 4 acquired land as a building site in exchange for 15,000 shares of common stock. In view
of the appraised value of the land, the directors agreed that the common stock was to
valued for purpose of this transaction at Br. 15 per share.
Nov15 The first annual dividend of Br. 10 per share was declared on the preferred stock to be
Paid December 20.
Dec31 After the revenue and expenses were closed into the Income summary account, that
account indicated a net income of Br. 106,500.
Instructions
a) Prepare journal entries in general journal form to record the above transactions
b) Prepare stockholders’ equity section of the Mobile communications, Inc. balance sheets
at December 31.
2. Belay publications was organized early in 19x1 with authorization to issue 20,000 shares of
Br. 100 par value preferred stock and 1 million shares of Br. 1 par value common stock. All
of the preferred stock was issued at par, and 300,000 shares of common stock were sold for
Br. 20 per share. The preferred stock pays a 10% cumulative dividend and is callable at Br.
105. During the first five years of operations, the corporation earned a total of Br. 4,460,000
and paid dividends of Br. 1 per share each year on the common stock. In 19X6, however, the
corporation reported a net loss of Br. 1,600,000 and paid no dividends.
Instruction
Prepare the stockholders’ equity section of the balance sheet at December 31, 19X6.
9.14 GLOSSARY
Capital stock: Transferable units of ownership is a corporation. A broad term, which may
refer to common stock, preferred stock, or both.
Common stock: A type of capital stock, which possesses the basic rights of ownership including
the rights to vote.
Legal capital: Equal to the par value or stated value of capital stock issued. This amount
cannot be removed without special legal action.
Par value (or stated Value): the minimum amount per share to be invested is the corporation by
its own owners and cannot be withdrawn except by special legal
action.
Preferred stock: a class of capital stock usually having preferences as to dividends and in the
distribution of assets inevents of liquid action.
Subscriptions to Capital stock: formal promises to buy shares of stock from a corporation with
payment at a later date.