SEBI-Grade-A-Free-Study-Material-Commerce-Accountancy-Accounting-for-Share-Capital

SEBI Grade A 2020: ACCOUNTANCY: ACCOUNTING FOR SHARE CAPITAL TRANSACTIONS
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Table of Content
Table of Content ........................................................................................................... 2
Accounting for Share Capital ........................................................................................... 3
Classification of companies: ......................................................................................................... 3
Private Company: .................................................................................................................... 3
Public Company: ..................................................................................................................... 3
One Person Company: ............................................................................................................. 3
Share Capital of a Company: ........................................................................................................ 3
Categories of Share Capital: ..................................................................................................... 4
Classes of Shares: ...................................................................................................................... 4
Preference Shares: .................................................................................................................. 4
Equity Shares: ........................................................................................................................ 5
Accounting Treatment: ................................................................................................................ 5
Accounting treatment for Issue of Shares in cash: ....................................................................... 5
Issue of Shares at a premium ................................................................................................... 6
Issue of Shares at a discount: ................................................................................................... 7
Calls in Arrears ........................................................................................................................ 7
Calls in Advance ...................................................................................................................... 8
Over Subscription .................................................................................................................... 8
Under Subscription .................................................................................................................. 9
Forfeiture of shares: .............................................................................................................. 10
Re-Issue fo Forfeited Shares: .................................................................................................. 10
Issue of shares for consideration other than cash: ..................................................................... 11
Issue of Right Shares: ............................................................................................................ 12
Issue of Bonus Shares ............................................................................................................ 12

Accounting for Share Capital

A company is an entity that is incorporated by a group of persons through the process of law for doing a
business or rendering services. The capital for starting the company is contributed by a large number of
persons (known as shareholders) who are the real owners of the company. Further, these shareholders
come together to elect a Board of Directors as their representative to manage the day to day affairs of the
company, as all the shareholder can't participate in the management of the company.
Classification of companies:
A company can be of three types, namely, Private Company, Public Company, and One Person Company.
Private Company:
A company which has a minimum paid capital as is prescribed (however with an amendment in 2015 a
company is no longer required to have a minimum paid capital), and which by its articles:
a. restricts the right to transfer its shares
b. except in case of one member company limits the number of its members to 200 (excluding its present
and past employees)
c. prohibits any invitation to the public to subscribe for any securities of the company
A private company needs to have a minimum of 2 directors and can have a maximum of 15 directors only.
Further, the name of the company must mandatorily end with the words “Private Limited”.
Public Company:
A company which has a minimum paid capital as is prescribed (however with an amendment in 2015 a
company is no longer required to have a minimum paid capital), and:
a. is not a private company, and
b. is a private company, being a subsidiary of a company which is not a private company
A public company needs to have a minimum of 3 directors and can have a maximum of 15 directors only.
Further, the name of the company must mandatorily end with the words “Limited”. Besides this, a public
company can raise its capital from the issue of shares to the public for subscription.
One Person Company:

A company that has only one shareholder. This type of company cannot issue its securities to the public for
subscription. Further, it should have at least one director but cannot have more than 15 directors.
These companies may be either Limited by Shares, Limited by Guarantee or an Unlimited Liability Company.
Companies limited by shares: In such companies, the liability of its members is limited to the extent of
the nominal value fo shares held by them. Hence, if the member has paid the entire amount on the share,
there is no liability on accounting for share capital. Further, he is not required to pay anything from his
private property, even if the company goes into liquidation.
Companies limited by Guarantee: The liability of members, in these types of companies, is limited to the
amount they undertake to contribute to the event of the company being wound up. Hence, the member
shall be liable to contribute only in the event of winding up.
Unlimited Companies: As the name suggests, there is no limit on the liability of the members of the
company. Hence, when the assets of the company are not enough to pay off the debts, then the private
property of the members of the company can be used to repay the debts. However, these types of companies
are not found in India, even though one may start under the law.
Share Capital of a Company:

As already mentioned, a company is an artificial juridical person and so it cannot raise capital on its own,
which has to necessarily be collected from several people. These people are called Shareholders and the
amount they contribute is called Share Capital. Any contribution received from the shareholders is accounted
for in a common capital account called “Share Capital Account”.

Categories of Share Capital:
A Share Capital can be classified as follow:
Authorized Capital: Also called Nominal or Registered Capital, it is the amount of share capital that a
company though its Memorandum of Association is authorized to issue. The company cannot raise any
amount more than the capital amount mentioned in the Memorandum of Association. However, a company
may increase or decrease the authorized capital as per the procedures laid down by the Companies Act. It
is mostly seen that a company does not issue the entire authorized capital for public subscription, even
though it is well within its right to do so.
Issued Capital: It is the part of the authorized capital which is issued to the public for a subscription
including the shares allotted to vendors and the signatories to the company’s memorandum. The amount of
authorized capital not issued to public subscription is known as “Unissued Capital”.
Subscribed Capital: Part of the issued capital which has been subscribed by the public. When a company
issue shares for public subscription and the same is fully subscribed by the public, then the issued and
subscribed capital would be the same. Also, in the end, the subscribed capital and issued capital will be the
same because if the number of shares subscribed is less than what is offered, the company allot only the
number of shares for which subscription has been received. However, when the subscription received is
higher than what is issued, then the company will allot share only to the extent of the offer made by it.
Hence, the books of accounts will never show any information about over-subscription.
Called Up Capital: Part of the Subscribed Capital that has been called upon the shares. It is the discretion
of the company to call the entire amount or part of the fact-value of the shares. For instance, the face value
or the nominal value of a share allotted is Rs 100, while the company has called up only Rs 60. In such a
scenario, the called up capital shall be Rs 60 per share, while the balance Rs 40 will be collected from the
shareholders as and when the company requires.
Paid Up Capital: It is that part of the called up capital which the company received from the shareholders.
In case the shareholder has paid all the call amount, then the called up capital and paid-up capital shall be
the same. However, in case a shareholder has not paid the amount on calls, then such an amount may be
called as “Calls in Arrears”. Hence, we can say that Paid Capital = Called Up Capital less Calls in Arrears.
Uncalled Capital: it refers to the portion of the subscribed capital which is yet to be called by the company.
Reserve Capital: A company has the option to reserve a portion of its uncalled capital to be called only in
the event of liquidation or winding up of the company. Such an uncalled capital amount is called ‘Reserve
Capital’. This capital is only available for the creditors on liquidation or winding up of the company.
Classes of Shares:
The share capital of a company can be of two types, namely,
1. Preference Shares, and
2. Equity Shares
Preference Shares:
These are types of shares that carry the following preferential rights:
i. Payment of dividend, either as a fixed amount or an amount calculated at a fixed rate, which may either
be income tax-free or subject to income tax
ii. Repayment, in the case of winding up or repayment of capital, of the amount of the share capital

Preference shares can be broadly classified as follows:
1. With reference to Dividend:
a. Cumulative preference shares: Those preference shares that carry the right to receive arrears of dividends
before a dividend is paid to the equity shareholder.
b. Non-Cumulative preference shares: Those preference shares that do not carry the right to receive arrears
of dividend.
2. With reference to participation in surplus profit:
a. Participating preference shares: Those preference shares that are entitled to participate in the profit of
the company after the dividend has been equity shareholders.
b. Non-Participating preference shares: Those that do not carry the right to participate in the profit of the
company after the dividend has been equity shareholders.
3. With reference to convertibility:
a. Convertible preference shares: This refers to those preference shares that carry the right to be converted
into equity shares.
b. Non-Convertible preference shares: This refers to those preference shares that do not carry the right to
be converted into equity shares
4. With reference to redemption:
a. Redeemable preference shares: This refers to those preference shares that are redeemed by the company
at the time specified for their repayment or earlier. The repayment of the amount is called “Redemption”.
b. Non-Redeemable preference shares: Those preference shares that cannot be redeemed before the
winding up of the company.
Equity Shares:
It refers to those shares that are not preference shares. Equity shares are the most commonly issued type
or class of shares carrying the maximum risks and rewards of the business. The risk is of losing either part
or all of the value of shares if the business runs into losses, while the reward is earning higher dividend and
appreciation in market value if the company performs well.
Accounting Treatment:
Accounting treatment for Issue of Shares in cash:
A company may receive money either in one shot or in parts as follow:
At the time of Application: It refers to the amount of money paid while applying for the shares issued for
the public by the company.
At the time of Allotment: After the company has received the minimum subscription and finished off the
legal formalities with regard to the allotment of shares, the director of the company proceeds to make the
allotment of shares. The allotment of shares also implies a contract between the company and the applicants
who now become the allottees and assume the status of shareholders or members of the company.
At the time of Calls: It plays a role in making the shares fully paid up and for realizing the full amount of
shares from the shareholders. It is important to note that the amount on any call should not exceed 25%
of the face value of shares, and there must be a gap of at least a month between making of two calls unless
otherwise provided by the articles of association of the company.
The journal entries that need to be recorded are as follows:

Transaction Journal Entry Amount
At the time of application Bank A/c Dr. Amount received with the
To Share Application A/c application
On Allotment of shares Share Application A/c Dr. Application money on shares
(Transfer of share application To Share Capital A/c allotted
money to Share Capital
Account)
Amount due on allotment Share Allotment A/c Dr. Money due on shares allotted
To Share Capital A/c

On receipt of allotment Bank A/c Dr. The amount received on
money To Share Allotment A/c shares allotted
On first call being made Share First Call A/c Dr. The amount payable on First
To Share Capital A/c Call
On receipt of the first call Bank A/c Dr. The amount on received on
To Share First Call A/c First Call
On second call being made Share Second Call A/c Dr. The amount payable on
To Share Capital A/c Second Call
On receipt of the second call Bank A/c Dr. The amount on received on
To Share Second Call A/c Second Call
Issue of Shares at a premium

When the shares are issued at a price higher than its nominal or face value, then it is said that the shares
are issued at a premium. The amount received over the nominal value is known as Securities Premium. For
instance, a Rs 10 shares issued at Rs 14 is said to be issued at a premium, the Securities Premium being
Rs 4. The Securities
Premium received is a Capital Receipt and should appear in the Balance Sheet under the head “Shareholders’
Funds” and sub-head “Reserve and Surplus”.
The Securities Premium received and credited to Security Premium Reserve Account can be utilized only in
the following cases:
(i) For issuing fully paid bonus shares to the shareholders
(ii) For writing off Preliminary Expenses of the company
(iii) For writing off the expenses or the commission paid or discount allowed on any issue of securities
(iv) For providing for the premium payable on the redemption of Redeemable Preference Shares or the
debentures of the company
(v) For purchase of own shares or other securities
A company may collect the premium at the time of application money and/or with the allotment money
and/or even with one or more of the calls money as per the terms of the issue. The accounting entries are
given below:
1. When Premium Amount is called with Application Money:

On Allotment of shares Share Application A/c Dr. Application money along with
(Transfer of share application To Share Capital A/c Premium
money to Share Capital To Securities Premium A/c
Account and Security
Premium Account)
2. When Premium Amount is called with Allotment Money:

Amount due on the allotment Share Allotment A/c Dr. Money due on shares allotted
(including premium) To Share Capital A/c
To Securities Premium A/c
On receipt of allotment money Bank A/c Dr. The amount received on
To Share Allotment A/c shares allotted

3. When Premium Amount is called with Call Money:

(including premium) To Share Capital A/c Call
On receipt of the first call Bank A/c Dr. Amount on received on First
To Share First Call A/c Call
Issue of Shares at a discount:

There can be a situation when a share can be issued at a discount, i.e. at an amount less than the nominal
or par value of shares. The difference between the nominal price and issue price represents the discount on
issue of shares. For instance, a Rs 10 shares issued at Rs 8 is said to be issued at a discount, the Discount
is Rs 2. A company can issue shares at a discount on the following conditions only:
1. The issue of shares at a discount is authorized by an ordinary resolution passed by the company at its
general meeting and sanctioned by the Company Law Board now Central Government
2. The resolution must specify the maximum rate of discount at which the shares are to be issued but the
rate of discount must not exceed 10% of the nominal value of shares. However, the discount rate can be
more than 10% if the Government is convinced that a higher rate is called for under special circumstances
of a case
3. At least one year must have elapsed since the date on which the company became entitled to commence
the business
4. The shares are of a class which has already been issued
5. The shares issued within two months from the date of receiving sanction for the same from the
Government or within such extended period as the Government may allow
When the shares are issued at a discount, the discount amount is brought into the books at the time of
allotment by debiting the “Discount on the Issue of Shares Account”. The accounting entry passed is:
Amount due on the allotment Share Allotment A/c Dr. Money due on shares allotted
(including discount) Discount on Issue of Shares A/c Dr.
On receipt of allotment money Bank A/c Dr. The amount received on
To Share Allotment A/c shares allotted
Calls in Arrears
There can be a scenario where the shareholder does not pay the call amount on the due date. In case the
shareholder does not pay the amount due on the allotment or any of the calls, such amount is known as
“Calls in Arrears” or “Unpaid Calls”. The company should disclose such amount in the Notes to Accounts. In
case the company maintains a “Calls in Arrears” account, then the following additional entry should be
passed:
Calls in Arrears A/c Dr.
To Share First Call A/c
To Share Second and Final Call A/c
(Calls in arrears brought into the books of account)
In case the shareholders make the payment of calls in arrears along with interest, then the following entry
shall be passed:

Bank A/c Dr.
To Call in Arrears A/c
To Interest A/c
(Calls in arrears received with interest)
Calls in Advance
A shareholder may pay a part or the whole of the amount of the calls not yet made. In such a case, it is
said that the shareholder has made the payment in advance and the amount so received is transferred to
the “Calls in Advance” account. This amount is a liability to the company and should be adjusted towards
the payment of calls as and when it becomes due. The Call in Advance account is shown in the Balance
Sheet under the head “Current Liabilities” and sub-head “Other Current Liabilities”.
The journal entry to be recorded for the amount of calls received in advance shall be:
Bank A/c Dr.
To Call in Advance A/c
(Amount received on call in advance)
Once the call becomes due, the following entry should be passed:
Call in Advance A/c Dr.
To First/Second Call A/c
(Call in advance account adjusted with the call money due)
Over Subscription
On many occasions, a company tends to receive more number of applications from the public for the number
of shares that they want to issue. In such a case, it is said that the issue is over-subscribed. A company has
three alternatives to deal with this situation, namely:
1. Accept some application in full and completely reject the others

2. Make a pro-rata allotment to all
3. Adopt a combination of the above two options
Accept some application in full and completely reject the others: In such a situation, the excess
application money received shall be returned to the shareholder. The journal entry shall be:

(Transfer of share application To Share Capital A/c allotted
money to Share Capital
Account)
Excess Application money Share Application A/c Dr. Excess amount received
returned To Bank A/c
money To Share Allotment A/c shares allotted
Make a pro-rata allotment to all: In such cases, the director can make a proportionate allotment to all
applicants and the excess money received is adjusted towards the amount due on allotment money. The
journal entries in such case shall be:

(Transfer of application To Share Capital A/c allotted
money to share capital and To Share Allotment A/c
excess application money to
Share Allotment account)
money (after adjusting the To Share Allotment A/c shares allotted
already received excess
application money)
Adopt a combination of the above two options: In this case, the application of some applicants are
rejected, and pro-rata allotment is made to the remaining applicants The money rejected on the application
is refunded while the excess application money received is adjusted towards the amount due on Share
Allotment. The journal entries in such case shall be:
(Transfer of application To Share Capital A/c allotted
money to share capital and To Share Allotment A/c
excess application money to
Share Allotment account)
Excess Application money Share Application A/c Dr. Excess amount received
returned To Bank A/c
money (after adjusting the To Share Allotment A/c shares allotted
already received excess
application money)
Under Subscription
In the case of under-subscription, the company receives an application for a lesser number of shares than
the number for which the application has been invited for a subscription. However, the issue to still proceed,
the company should have received a minimum subscription of 90%, else it will not be able to proceed further
with the issue of shares to the public and it will have to return the entire application money received to the
applicants.

Forfeiture of shares:
When a shareholder fails to pay one or more installment, such as the allotment money and/or call money,
then the company may forfeit their shares, i.e cancel their allotment and treat the amount that it has
received as forfeited to the company within the framework of the provisions in its articles. On the forfeiture
of shares, the company needs to reverse all the entries (except those relating to premium) with respect to
the forfeited shares. Hence, the share capital account shall be debited with the amount called-up on the
forfeited shares while crediting the respecting unpaid calls accounts or calls in arrears account with the
amount already received. The forfeited account balance shall be shown in the Balance Sheet under the head
“Share Capital” in the Equity and Liabilities section until the forfeited shares are reissued.
The journal entry shall be:

1. For shares forfeited that were issued at par:
Share Capital A/c Dr.

To Share Forfeiture A/c
To Share Allotment A/c
To Share Calls A/c
(Being shares forfeited for non-payment of allotment and call money)
2. For shares forfeited that were issued at a premium:

Securities Premium A/c Dr.
To Share Calls A/c
3. For shares forfeited that were issued at a discount:

To Discount on Issue of Shares A/c
To Share Calls A/c
To Calls in Arrears A/c
Note: If there is a Call in Arrears account, then Calls in Arrears account shall be credited instead of the
Share Allotment and/or Share Call Account.
Re-Issue fo Forfeited Shares:

After the shares are forfeited by the company, the director can either cancel those shares or re-issue.
Generally, they are re-issued and can be done so either at par, premium or discount. In case they are re-
issued at discount, then the amount of discount given shall not be more than the amount that was received
by the company on those forfeited shares at the time of the initial issue. Further, the discount allowed on
the reissue of forfeited shares needs to be debited to the “Forfeited Share Account”. The remaining balance
Share-Forfeited Account (related to the re-issue shares only) shall be treated as capital profit and transferred
to Capital Reserve Account.
The journal entry that should be passed are:

(i) On re-issue of forfeited shares:
Bank A/c Dr.
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Share Forfeiture A/c Dr.
(Being shares re-issued)
(ii) On transfer of profit to Capital Reserve Account:

Share Forfeiture A/c Dr.
To Capital Reserve A/c
(Being profit on re-issue of forfeited shared transferred)
Note: In case a part of forfeited shares are re-issued, then the entire amount standing in the share forfeiture
account cannot be transferred to the capital reserve. In such a case, only the proportionate amount of
balance that relates to the forfeited shares reissued shall be transferred to the Capital Reserve.
Issue of shares for consideration other than cash:

A company may issue shares for consideration other than cash. For instance, the issue of shares for purchase
of assets or purchase of a business or making a payment towards any services received from the promoters.
In such cases, the shares issued can be at par or premium. The issue of such shares shall be shown in the
Balance Sheet under the head “Share Capital”.
Issue of shares for purchase of assets or business: In such a case, the following journal entries should
be recorded.
(i) On purchase of assets:
Sundry Assets A/c Dr.
To Vendor A/c
(Being assets purchased)
(ii) On purchase of business:

Sundry Assets A/c Dr.
Goodwill A/c** Dr.
To Sundry Liabilities A/c
To Vendor A/c
To Capital Reserve A/c***
(Being business purchase)
** In case the purchase consideration is given is more than the net assets, then the difference is debited to
Goodwill Account.
** In case the purchase consideration is given is less than the net assets, then the difference is credited to
Capital Reserve Account.
(i) On the issue of shares to the vendor at par:

Vendor A/c Dr.
(Being shares issued to the vendor)
(ii) On the issue of shares to the vendor at a premium:

Vendor A/c Dr.
(Being shares issued to the vendor at a premium)
Issue of shares promoters for services: In such a case, the following journal entries should be recorded.
(i) On receipt of service:

Goodwill/Incorporation Cost A/c Dr.

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To Promoter A/c
(Being services from promoter received)
(ii) On the issue of shares:

Promoter A/c Dr.
(Being shares issued to the promoter)
Issue of shares to others for services: In such a case, the following journal entries should be recorded.
(i) For Underwriting Commission Due:
Underwriting Commission A/c Dr.
To Underwriter A/c
(Being services from promoter received)
(ii) On the issue of shares:

Underwriter A/c Dr.
(Being shares issued to the promoter)
Issue of Right Shares:

When a company wants to raise more money through the issue of new shares, the voting and governance
right of the existing shareholders get diluted. Hence, to preserve that, the company gives its existing
shareholders the option to subscribe to the new issue shares first, i.e. the existing shareholders are given
the right to subscribe to those shares if they want to. In case, they do not intend to subscribe to it, they
can renounce it in favor of someone else (unless the articles of the company prohibit such a right to
renounce).
If the shareholder subscribes for this right issue, the company will be required to calculate the value of the
right in the following manner:
1. The total market value of the shares that the shareholder is required to acquire to get additional shares
from the fresh issue needs to be assessed
2. Then the amount that needs to be paid to the company for those additional shares of the fresh issue
should be added to the market price calculated above
3. The average price should be calculated. It can be computed by dividing the total price calculated in the
second step by the total number of shares
4. Subtract the average price from the market price. This difference is called the value of the right.
The journal entry or the accounting treatments of the right share is the same as that of issue of ordinary
shares, i.e.
Bank A/c Dr
Issue of Bonus Shares

At times, a company issues fully paid additional shares to its existing shareholders. Such shares issued are
known as Bonus Shares. A company can issue bonus shares out of its free reserves only. The accounting
entries that need to be recorded on the issue of bonus shares are as follow:
A. In case of converting partly paid shares into fully paid shares:
a. Sanction of bonus by converting partly paid shares into fully paid shares:
General Reserve A/c Dr

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Profit and Loss A/c Dr
To Bonus to Shareholders A/c
b. On making final call due:

Share Final Call A/c Dr
c. On adjustment of final call:

Bonus to Shareholders A/c Dr
To Share Final Call A/c
B. In case of issue of fully paid bonus shares:
a. Sanction of issue of bonus shares:

Capital Redemption Reserve A/c Dr
Securities Premium A/c Dr
General Reserve A/c Dr
To Profit and Loss A/c
b. On the issue of bonus shares:
Bonus to Shareholders A/c Dr
To Share Final Call A/c

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Titoli correlati

SEBI Grade A 2020: ACCOUNTANCY: ACCOUNTING FOR SHARE CAPITAL TRANSACTIONS

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Accounting for Share Capital

One Person Company:

Share Capital of a Company:

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The journal entries that need to be recorded are as follows:

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Issue of Shares at a premium

1. When Premium Amount is called with Application Money:

2. When Premium Amount is called with Allotment Money:

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3. When Premium Amount is called with Call Money:

Issue of Shares at a discount:

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1. Accept some application in full and completely reject the others

Transaction Journal Entry Amount

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The journal entry shall be:

Share Capital A/c Dr.

2. For shares forfeited that were issued at a premium:

Share Capital A/c Dr.

3. For shares forfeited that were issued at a discount:

Share Capital A/c Dr.

Re-Issue fo Forfeited Shares:

The journal entry that should be passed are:

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(ii) On transfer of profit to Capital Reserve Account:

Issue of shares for consideration other than cash:

(ii) On purchase of business:

(i) On the issue of shares to the vendor at par:

(ii) On the issue of shares to the vendor at a premium:

(i) On receipt of service:

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(ii) On the issue of shares:

(ii) On the issue of shares:

Issue of Right Shares:

Issue of Bonus Shares

A. In case of converting partly paid shares into fully paid shares:

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b. On making final call due:

c. On adjustment of final call:

B. In case of issue of fully paid bonus shares:

a. Sanction of issue of bonus shares:

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