Professional Documents
Culture Documents
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A corporation is an artificial being created by operation of law, having the right of succession, and the powers,
attributes, and properties expressly authorized by law or incident to its existence. It has a legal and juridical personality
separate and distinct from its shareholders.
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A corporation is created by operation of law known as the “the Corporation Code of the Philippines.
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The Corporation code provides that 5 or more persons but not exceeding 15, a majority of whom are residents of the
Philippine may form a Corporation by filing with the SEC the articles of incorporation, duly executed and acknowledge
before a notary public.
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By laws is defined as the rules of action adopted by the corporation for its internal governance by its officers,
shareholders or members. The by-laws shall be filed with the SEC within one month from the date of incorporation
Incorporators Shareholders
Corporators’
are those are owners of Members
are those
who compose
corporation shares in a are
mentioned in stock corporato
the
the articles of corporation.
corporation incorporation Shareholders
r of non-
whether as originally stock
may be
shareholders forming and
or members natural or corporati
composing the artificial
or both corporation on
persons
Shareholders’ equity
is the residual
interest of owners in
the net assets of a
corporation.
St.Dominic College of Asia
09/12/2021 8
excess shall be credited to on Edmund
any excess
E. Hilario, CPA, MBA
Accounting for share capital
If the treasury shares are acquired for cash, the cost is equal to the
cash payment
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Additional paid in capital or share premium from treasury stock
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Retained earnings, if there are no previous treasury shares transactions
If the retirement
results in a loss, ●
Additional paid in capital or share
meaning the premium to the extent of the
cost of the credit when the shares were
treasury shares issued or additional paid in
exceed the par capital or share premium from
value, such loss original issuance
is debited to the ●
Additional paid in capital or share
following in the premium from treasury shares
order of
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Retained earnings
priority:
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The number of shares held in treasury
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The restriction on the availability of retained earnings for
distribution of dividends
Recapitalization
occurs when there
is a change in the ●
Change from par to no-par
capital structure
of the company.
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Change from no-par to par
The old shares ●
Reduction of par value
are canceled and ●
Reduction of stated value
new shares are
issued. The
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Split up
typical
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Split down
recapitalizations
are:
B. Share-Based Compensation –
Share option
Definition
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Share based compensation plan – is a compensation
arrangement established by the entity whereby the
entity’s employees shall be received share of capital in
of terms:
exchange for their services or the entity incurs
liabilities to the employees in amounts based on the
price of its shares.
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Share option – are rights granted to officers
and key employees to enable them to acquire
shares of the entity during a specified period
upon fulfillment of certain conditions at a
specified price.
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Vesting period – is a period from
the date of grant to the date on
which the options can first be
exercised.
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Share appreciation – is a right entitles an
employee to receive cash which is equal to
the excess of the market value of the entity’s
share over a predetermined price for a stated
number of shares.
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Share options vest immediately – employees is entitled to the share option
immediately without condition. This means that the entity shall recognize
the compensation as expense in full with corresponding increase in equity.
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Share options do not vest – this means that entity shall recognize the
compensation as expense over the vesting period.
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the entity shall measure the services acquired and the liability incurred at the fair value of the liability.
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It provides further that until the liability is settled, the entity shall re-measure the fair value of the liability at each
reporting date and at the date of settlement with any changes in fair value recognized in profit or loss for the period.
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Examples of cash settle share-based compensation is the grant of share appreciation right to employees.
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A share appreciation right entitles an employee to receive cash which is equal to the excess of the market value
of the entity’s share over a predetermined price for a stated number of shares. Like manner, share appreciation
right is viewed as compensation for services rendered. An entity shall recognize a liability because the entity
has an obligation to pay cash in the future, on exercise date.
Recognition of compensation
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If the share appreciation rights vests immediately, the compensation
is recognized immediately on the date of the grant
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If the share appreciation right does not vest until the employee
completes a definite vesting period, the compensation is recognized
over the service or vesting period.
St.Dominic College of Asia
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If the entity has the choice of settlement, the entity shall
account for share-based transaction as either liability or
equity but not both.
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But if the employee has the right to choose the settlement,
the entity is deemed to have issued a compound financial
instrument.
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Thus, the compound financial instrument is accounted for
as partly liability and partly equity.
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FV of share alternative (Whole compound
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financial instrument) xx
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Less: Liability component
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(FV of Liability on grant date) xx
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Equity Component xx
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÷ vesting period xx
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Annual share options outstanding xx
D. Retained Earnings
Definition of terms
Retained earnings – represents the cumulative balance of
periodic net income/loss, dividend distributions, prior period
errors, change in accounting policy and other capital
adjustments.
Appropriated retained earnings – represent that portion which
has been restricted and not available for declaration of
dividends
Un-appropriated retained earnings – represent that portion
which is free and can be declared as dividends to shareholders
Dividends – are distributions of earnings or capital to the
shareholders in proportionate to their shareholders
Stock dividend – refers to earnings of an entity’s for
distribution in the form of the entity’s own shares.
Dividend ●
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Cash dividends
Property dividends
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Scrip dividends – short term
Bond dividends – long term
earnings
●
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Stock dividends
Dividend ●
Liquidating
s out of
capital dividends
St.Dominic College of Asia
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Preference share that provides for mandatory redemption by the issuer for a fixed or determinable
amount at a future date.
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Preference share that gives the holder the right to require the issuer to redeem the instrument at a
particular date for a fixed or determinable amount.
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Unrealized gain or loss on available for sale securities
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Gain or loss from translating the financial statements of a foreign operation
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Change in revaluation surplus
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Unrealized gain or loss in a cash flow hedge
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Actuarial gain or loss on defined benefit plan in accordance with the full recognition approach
A quasi re-organization is a
Recapitalization
permissive but not a mandatory
procedure under which a financially ●
troubled entity restates its accounts
Revaluation of property,
and established a “fresh start”. It is
the procedure of restating assets, ●
liabilities & share capital balances in
The following ●
When a large deficit exists
circumstance ●
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When approved by shareholders and creditors
When the cost basis of the accounting for PPE becomes
may justify unrealistic, specifically if the current value of PPE is
substantially more than their cost
quasi re- ●
When a “fresh start’ appears to be desirable or advantageous
to all parties concerned
organization:
St.Dominic College of Asia
Preference Ordinary
Book Value per Shareholder’s Shareholder’s
Equity Equity
Total stockholders’ equity xx xx
÷No. of preference / xx
ordinary shares xx
outstanding
Book value per share xx xx
Total xx xx
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Preference as to dividends means that if the dividends are declared, the
Preference as to assets
● preference shareholders have the right to receive dividends first before
the ordinary shareholders are paid a dividend. In the absence of any
statement to the contrary, the preference share has preference as to
means that the dividends. When the preference share has preference as to dividends, the
dividend right might be:
Non-cumulative preference share – is one on which the right to receive
preference shareholders
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dividends is forfeited in any year in which the dividends are not declared,
thus the preference share is entitled only to current year dividends.
for dividends in arrears. the preference share can participate, the ordinary share should first an
amount equal to the basic preference rate, meaning preference rate times
the par value of the ordinary share outstanding
Definition of terms:
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Ordinary share is an equity instrument that is subordinate to all other classes of equity instruments
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Equity instruments is any contract that evidences a residual interest in the assets of an entity after deducting all
of its liabilities
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Potential ordinary shares is a financial instrument or other contract that may entitle its holder to ordinary shares
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Financial instruments is any contract that gives rise to both a financial asset of one entity and a financial liability
or equity instrument or another entity
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Warrants or options are financial instruments that give the holder the right to purchase ordinary shares
Shares which
Financial
Share options would be issued
liabilities or upon the
or employee
equity
instruments,
Share plans that allow satisfaction of
certain conditions
employees to
including warra received
resulting from
contractual
preferences
shares, that are nts ordinary shares
as part of their
arrangements
such as purchase
convertible into
remuneration of a business or
ordinary shares other assets
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Cumulative – the dividend for the current year only is deducted from the net income regardless whether the
dividends is declared or not
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Non-cumulative – the dividend for the current year is deducted from the net income only if there is a declaration.
There are 2
Convertible bond payable and
major types
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anti-dilutive
of the conversion.
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Compute the basic earnings per share
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Determine whether the potential ordinary shares are dilutive or anti-dilutive
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The potential ordinary shares shall be ranked based on their contribution in terms of
incremental EPS. The lowest incremental EPS is ranked first
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Evaluate the incremental EPS of the convertible preference share and convertible bond
payable, if the incremental EPS is higher than the basic EPS, then there is anti-dilutive, and
such should be ignored in the calculation of diluted EPS.