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Corporations: An Overview
May be fewer in number than sole
proprietorships and partnerships, yet ... Generate greatest dollar volume of sales revenues Largest in terms of total assets and owners equity
Publicly Held
Company accounting
Going public means selling shares to
general public. Initial public offering or IPO is first offer of shares. Going public allowed a company to raise large amounts of capital for current and future expansion Less risky (and less costly) to obtain money from investors than borrowing it from one or more lenders Company going public typically enlists services of financial professionals such as underwriters
Characteristics of Corporations
Advantages
Separate legal entity Limited liability of stockholders Transferable ownership rights Continuous life Lack of mutual agency for stockholders Ease of capital accumulation
Disadvantages
Organizing a Corporation
Incorporators Charter
Set bylaws
VP Sales
VP Manufacturing
CFO
VP Personnel
Secretary
Rights of Stockholders
Vote at stockholders meetings Sell stock Purchase additional shares of stock (preemptive right) Receive dividends, if any Share equally in any assets remaining after creditors are paid in a liquidation
Stockholders Equity
Owners equity in a corporation has two main components: Capital stock
Retained earnings
Capital Stock
Common Stock Preferred Stock
Capital Stock
Par Value Stock No-par Stock
Does not have a par value, but may have a stated value (an arbitrary amount).
Learning Objective 2 Measure the effect of issuing stock on a corporations financial position
The maximum number of shares of capital stock that can be sold to the public.
Issuing Stock
Corporations need money to operate from sources other than borrowing.
Par Value No-Par Value Stated Value
Cash (6,200,000 $10) 62,000,000 Common Stock Issued common stock at par
62,000,000
Organization Expenses (1m $10) 10,000,000 Common Stock 10,000,000 Gave promoters 1 million shares of $10 par value in exchange for their services
Cash (6,200,000 $10) 62,000,000 Common Stock (6,200,000 $0.01) Paid-in Capital in Excess of Par Value, Common Stock (6,200,000 $9.99) Issued common stock above par
62,000 61,938,000
Paid-in Capital in Excess of Par Value also known as Contributed Capital in Excess of Par Value or Additional Paid-in Capital
Cash (3,000 $20) 60,000 Common Stock 60,000 Issue 3,000 no-par common stock at $20 per share
Preferred Stock
A separate class of stock, typically having priority over common stock in . . . Dividend distributions (rate is usually stated). Distribution of assets in case of liquidation.
Preferred Stock
Reasons for issuing: To raise capital without sacrificing control To boost the return earned by common
stockholders through financial leverage
assets to company instead of cash Determine, through independent appraisal, assets fair value (market value) or, the shares fair value (market value) whichever is more readily determinable
building in exchange for 5,000 shares of Asian Art, Inc., common stock, with a par value of $2 per share Real estate appraisals Land = $25,000 Building = $150,000 Whats the journal entry to recognize this transaction?
of recording share transactions when issuing preferred stock Debit = Cash or assets Credit = Preferred Stock and Paid-in Capital in Excess of Par Value, Preferred Stock (if necessary)
Ethical Considerations
Issuing stock for assets other than cash can pose an ethical challenge. The company issuing the stock often wishes to record a large amount for the noncash asset received and for the stock that it is issuing.
Learning Objective 3 Contrast dividends for common stock with dividends for preferred stock
Instead of debiting RE, can debit a temporary account Dividends which will be closed at end of period
Date of Declaration
Record liability for dividend.
Date of Record
No entry required.
Date of Payment
Record payment of cash to stockholders.
Cash Dividends
When a company has issued both preferred and common stock, the preferred stockholders receive their dividends first. Pinecraft Industries, Inc., has both common stock and 90,000 shares of preferred stock outstanding.
Dollar amount
Cash Dividends
Preferred dividends are paid at the annual rate of $1.75 per share. Assume that in 2004, the company declares an annual dividend of $1,500,000.
Preferred dividend (90,000 $1.75 per share) $157,500 Common dividend (remainder: $1,500,000 $157,500) 1,342,500 Total dividend $1,500,000
Vs.
Noncumulative
Undeclared dividends from current and prior years do not have to be paid in future years.
Cash Dividends
The preferred stock of Pinecraft is cumulative. Suppose the company did not pay the 2004 preferred dividend of $157,500. In 2005, the company declares a $500,000 dividend. Retained Earnings 500,000 Preferred Dividend Payable 315,000* Common Dividend Payable ($500,000 $315,000) 185,000 Declare a cash dividend
*($157,500 2 years)
Preferred stock, 9%, $100 par value; 1,000 shares authorized and issued Common stock, $50 par value; 4,000 shares authorized and issued Total contributed capital
During 2007, the directors declare cash dividends of $5,000. In 2008, the directors declare cash dividends of $42,000.
5,000 $
Book Value =
Market Value
Learning Objective 4 Account for treasury stock and other items in equity
Issued Shares
Unissued Shares
Treasury stock are issued shares that have been reacquired by the corporation.
Treasury Stock
No voting or dividend rights Contra equity account
Treasury shares are issued shares that have been reacquired by the corporation.
When stock is reacquired, the corporation records the treasury stock at cost.
165,000 165,000
Dec. 3 Cash Treasury Stock Paid-in Capital, Additional Paid-in Capital: Treasury stock transactions Stock
Debit the excess of cost over selling price to Paid-in capital, treasury stock. If not sufficient, then debit to RE
Retirement of Stock
It decreases the outstanding stock of the corporation. Retired shares cannot be reissued. There is no gain or loss on retirement.
5,000
Contra-equity
Legal
Most states restrict the amount of treasury stock purchases to the amount of retained earnings.
Contractual
Loan agreements can include restrictions on paying dividends below a certain amount of retained earnings.