How to formalize and reflect in accounting the acquisition of shares (shares) of other organizations

Accounting entries depend on who records them: the issuer or the holder.

Let's look at the issuer's accounting.

Shares belong to the category of registered securities. When establishing a joint stock company, all shares must be placed between the founders. The issue (issue) of shares is subject to mandatory registration. By the time the documents on the establishment of a joint stock company are drawn up, at least 50% of the shares must be paid for by their owners. The rest must be paid during the first financial year.

The formation of the authorized capital of a joint-stock company and the receipt of shareholder funds is recorded in accounting using the following entries:

• debit of account 75/1 credit of account 80 – the amount of the authorized capital is determined in the amount of the par value of the shares;
• debit of accounts 08, 10, 41, 50, 51, 52 1 credit of account 75/1 – contributions to the authorized capital in payment for shares are reflected;
• debit of accounts 01, 04 credit of account 08 – fixed assets and intangible assets contributed as a contribution to the authorized capital are accepted for accounting.

If shares are placed at a price higher than their nominal value, then the excess amount (due to the fact that the size of the authorized capital is fixed) is reflected in account 83 “Additional capital” as share premium.

In the course of business activities of a joint stock company, there may be a need to attract additional funds. One of the forms of such attraction may be an increase in the authorized capital through additional issue and placement of shares. This possibility must be recorded in the constituent documents while simultaneously determining the number of authorized shares within which these additional shares can be placed. At the same time, it is also necessary to make changes to the constituent documents.

The authorized capital of a joint stock company can be increased by increasing the par value of shares or by additionally issuing them and distributing them among shareholders. In this case, the legislation on joint-stock companies requires such actions to be performed at the expense of the joint-stock company’s own funds, which is reflected in accounting as follows:

• debit of account 75/1 credit of account 80 – reflects the amount of increase in the authorized capital;
• debit of accounts 83, 84 credit of account 75/1 - the amount of increase in the authorized capital at the expense of own funds is written off.

In the process of functioning of a joint stock company, the problem of reducing its authorized capital may arise. The conditions for such a reduction are regulated by law. It can be carried out by reducing the par value of shares or reducing their number through redemption from participants of the joint-stock company.

Next, let's look at shareholder accounting.

For shareholders who are legal entities, purchased shares (as well as other securities) are recorded in the appropriate subaccount of account 58 “Financial investments”.

The receipt of long-term securities by an enterprise is recorded at the actual price of their acquisition, which in general may include: amounts paid to the seller under the agreement; costs of consulting and information services related to the purchase of securities; amounts of payment for intermediary services; interest payments on borrowed funds (up to the moment the securities are accepted for registration); other expenses related to the purchase of securities.

When purchasing shares, you should keep in mind that the purchase price may differ more or less from the nominal value.

When purchasing shares below par value, the following entries are made in accounting:

• debit of account 76 credit of account 51 – payment for shares was made at market value;
• debit of account 58/1 credit of account 76 – the market value of the shares is reflected;
• debit of account 58/1 credit of account 98 – reflects the amount of excess of the par value of shares over their market value.

If the market value is higher than the par value of the shares, then the accounting mechanism is as follows:

• debit of account 76 credit of account 51 – payment for shares was made at market value;
• debit of account 58/1 credit of account 76 – the market value of the shares is reflected;
• debit of account 91/2 credit of account 58/1 – reflects the amount of excess of the market value of shares over their par value.

Payment for shares can be made not only in cash. Contributions to the authorized capital of joint-stock companies can be made with various tangible assets and intangible assets. Moreover, as noted above, if the value of the assets transferred in exchange for shares exceeds 200 minimum wages (minimum wages), then their assessment must be carried out by an independent appraiser.

If a contribution to the authorized capital of another enterprise is made with other securities, then the principle of accounting entries is as follows:

• debit of account 58/1 credit of account 58/2 – the book value of the transferred securities is written off;
• debit of account 58/1 credit of account 98 - reflects the positive difference between the book value of the transferred securities and the par value of the shares;
• debit of account 91/2 credit of account 58/1 - reflects the negative difference between the book value of the transferred securities and the par value of the shares.

Shares acquired by an organization may fall into the category of long-term securities that are circulated (circulated) on the stock exchange and whose quotes (market values) are regularly published. For such shares, it is possible to form a reserve for the depreciation of financial investments.

If the market price of shares at the end of the reporting year is lower than their book value at which they are reflected in accounting, then the mentioned reserve for the amount of impairment is formed.

Purpose of shares and actions performed with them

JSC issues this security. Their value at face value, circulation, and the amount of the authorized capital (AC) are determined by the first meeting of participants. These data are reflected in the Charter and documents for registration of the issue. The nominal price of the issued shares corresponds to the size of the authorized capital of the joint-stock company.
You can perform the following actions with shares: (click to expand)

• Issue additionally;
• Change the denomination;
• To be repurchased by the issuer;
• Cancel;
• Buy and sell, exchange, give;
• Invest in the management company.

Results

Dividends (income from participation in the authorized capital of a legal entity) can be accrued to both JSC and LLC.
The decision on their payment is made by the meeting of shareholders (participants). Accrual entries for both the payer and the recipient of dividends are made on the date of this decision. But the amounts will be accrued differently, since the payer will withhold and pay tax (on profit or personal income tax) on dividends to the budget. You can find more complete information on the topic in ConsultantPlus. Free trial access to the system for 2 days.

Step-by-step accounting instructions

Step 1. Primary issue. Shares are issued upon opening a joint-stock company in order to form the authorized capital and pay for it. Analytical accounting is carried out according to the stages of its creation. To do this, open subaccounts to the account. 80:

• 1 - declared Criminal Code;
• 2 - subscription;
• 3 - paid.

The relevant accounting entries are presented in the table.

Step 2. Accounting for shares on the balance sheet. Shares are strict reporting forms (SSR) and are reflected in the off-balance sheet account of the same name. 006. This is due to the fact that their production and placement occurs over a period of time.

When paying for printing services, make a note:

Dt 20 Kt 60 and Dt 60 Kt 51 - the costs of producing shares are reflected;

Dt 006 - the nominal value of the forms is taken into account.

Step 3. Placement of shares.

The actual disposal of BSO is reflected as follows:

Kt 006 and Dt 80.2 Kt 80.1 - the value of the shares is written off at par.

BSO can be placed at a cost higher than the nominal value. The difference is made according to the following wiring:

Dt 75.1 Kt 83 - the difference in prices is taken into account.

Step 4. Increasing the authorized capital. If the initial capital is paid, participants may decide to increase it. It is formatted like this:

Dt 83, 84 Kt 80 - authorized capital increased due to additional or retained earnings;

Dt 75 Kt 80 - the amount by which the capital will increase at the expense of the funds of the JSC participants is taken into account.

Step 5. Reducing the capital. This procedure is necessary if part of the primary issue securities is not paid for or is not sold within a year, or within two years, according to reporting data, the size of the capital exceeds the amount of net assets (the difference between the value of property and the organization’s liabilities).

Possible transactions to reduce the capital are presented in the table.

Step 6. Distribution of dividends. JSC participants have the right to receive income from shares for a certain period. Postings for accrual of dividends differ depending on whether the JSC employee receives them or not:

Dt 84 Kt 70 - for employees;

Dt 84 Kt 75 - for other persons.

Dividend amounts are reduced by the amount of taxes:

Dt 70 Kt 68 - personal income tax of employees;

Dt 75 Kt 68 - personal income tax for individuals and income tax for organizations.

Free legal assistance

The company has a return on assets of 15% per year (which is 15 thousand monetary units) and pays out all profits in the form of dividends, so the growth rate is zero.

Currently the company has 1 thousand shares with P0 = 100 monetary units. and therefore profit and dividends per share are equal to D = 15 monetary units. Thus, the cost of equity capital of the company is Rs=

Currently the company has 1 thousand shares with P0=100 monetary units. and therefore profit and dividends per share are equal to EPS = D = 15 monetary units. Thus, the cost of equity capital of the company is ks=15/100+0=15%.

It is assumed that the company decides to sell 1 thousand new shares at a price P0 = 100 monetary units. per share, but it will incur placement costs of F=10%. Thus, its revenue will be P0(1-F)=90 monetary units. per share, or only 90 thousand monetary units.

Now let’s assume that the company has a profitability of new projects in which these 90 thousand monetary units were invested. Then, the cost of new shares will be equal to:

ke=

This is what the new situation looks like:

Total profit from all assets of the company = 15000+90000*0.1667=30000 thousand monetary units.

Profit and dividends per share = 30,000/(1000+1000)=15 monetary units.

Share price=15/0.15=100 monetary units.

Thus, if the return on the new assets is ke, then investors receive the same return as before, and the price of their shares does not change. It is clear that if the profitability of the company’s new assets is less than 16.67%, then after the issue the price of shares for both new and old shareholders will fall below 100 monetary units, and, anticipating this, new investors are unlikely to agree to purchase new shares of 100 den. units. Thus, a public issue of shares on the market will be possible only if the company has truly promising projects.

Date added: 2017-08-01; ;

$AJAX_JS$

Accounting for stock purchases

A company may purchase shares of another firm through an allotment of shares in an initial public offering or through a purchase and sale document. This must be reported to the tax office within one month from the date of purchase. An exception is equity participation in LLCs, business partnerships, with a share of less than 10%.

Purchased shares are accounted for as financial investments. The accounting procedure is fixed in PBU 19/02.

Analytics is carried out individually or in homogeneous batches. The analytics must reflect the following data: name of the issuer, details of the share, nominal and purchase price, acquisition costs, number of securities (securities), transaction date, storage procedure, etc.

Investments in securities are recorded at their initial cost. It includes expenses:

• To purchase;
• For information services and consultations;
• Encouraging intermediaries;
• Others caused by the acquisition;
• VAT on costs.

The costs of purchasing shares can be included in other expenses if their value differs slightly from the price of the securities. Costs are recognized as other in the same reporting period in which the shares are accounted for. The initial cost does not include general business expenses, credit funds and interest on them.

Example. Purchase of shares from OJSC

Parus LLC bought 15 shares from Mayak OJSC through an intermediary, Matros LLC. The remuneration for services amounted to 2832 rubles, including VAT - 432 rubles. The price of one paper is 5,500 rubles. The costs of purchasing Parus shares will be taken into account as other expenses, since they are immaterial. The significance criterion is fixed in the accounting policy in the amount of 5% of the value of securities.

To account for settlements with Matros LLC, the accountant of Parus LLC opened an account. 76 subaccount 5 “Settlements with intermediaries.” He reflected the purchase of shares as follows:

Dt 58.1 Kt 76.5 82500 rub. (5500 * 15) - shares purchased;

2832 / (5500 * 15) * 100% = 3.4% - intermediary costs are insignificant;

Dt 91.2 Kt 76.5 2832 rub. — purchase costs are written off as other costs;

Dt 76.5 Kt 51 85332 rub. (82500 + 2832) - money is transferred to the intermediary.

The purchased shares are stored at the enterprise's cash desk or in a special storage facility (depositary). Its functions include the safety of BSO and their accounting. He receives a certain percentage and resells the securities on behalf of the owner.

Accounting for placement costs in the cost of capital

At the end of this methodology, we will consider such an important issue, which we have already touched upon, as the cost of a company’s equity capital, taking into account the costs of placing it on the market.

The cost of capital of new common stock (external equity capital) ke, as we have already said, is always higher than the cost of equity capital ks generated by reinvesting profits, due to placement costs. At the same time, the costs of placing property are usually significantly higher than debt. We will consider only the case of issuing ordinary shares - for preferred shares the situation is completely similar.

What rate of return must be earned on the funds raised by issuing new shares to make the issue worthwhile? In other words, what is the value of the new shares?

Under conditions of constant dividend growth, the answer can be obtained by applying the following formula (3.12):

ke= , (3.12)

where F is the share of placement costs that the company incurs when issuing new shares, therefore P0(1-F) is the actual revenue per share received by the company.

This equation directly follows from the fact that, under conditions of a constant growth rate of dividends g, their present value for the company will be equal to its current proceeds from the issue:

P0(1-F)= (3.13)

For new shareholders, as well as for current shareholders of the company, the present value of dividends will be equal to the amount they pay when buying shares - at issue or on the market:

Р0=D1/(ks-g) (3.14)

This calculation is illustrated by the following example. Let's assume that she has 100 thousand assets and has no borrowed funds.

Accounting for shares when selling: postings

The owner of shares can dispose of them at his own discretion: (click to expand)

• Sell;
• Invest in management companies of other companies;
• Pay for goods;
• Transfer free of charge.

The sale of shares in accounting is shown as a disposal of financial investments (clause 25 of PBU 19/02):

Dt 76 Kt 91.1 - securities sold;

Dt 91.2 Kt 58.1, 76 - the cost of securities and selling expenses are written off.

Dividends: accrual and payment, accounting entries

Let's look at an example.

By decision of the founders, LLC “Company” pays part of the net profit to three participants on February 15, 2018: JSC “Founder”, Ivanov S.M., Semenov K.S. - each in the amount of 100,000 rubles. All recipients are tax residents of the Russian Federation.

Types of shares, their significant differences

Shares can be simple or preferred.

Under ordinary dividends, dividends are paid from the part of the profit remaining after paying a percentage of income under preferred ones.

Tax calculation

Based on the minutes of the meeting (or the decision of the participant), the head of the legal entity issues an order for payment. It will already contain the amounts due to each recipient. When calculating them, it is advisable to immediately determine the amounts of withholding taxes, for the payment of which an extremely limited time is allotted (no later than the first business day following the day of payment of dividends):

• for personal income tax (payments to individuals) - according to clause 6 of Art. 226 Tax Code of the Russian Federation;
• for income tax (payments to legal entities) - clause 4 of Art. 287 Tax Code of the Russian Federation.

Taxes on payments made in 2020-2021 are calculated at the following rates:

• Personal income tax - 13% (clause 1 of Article 224 of the Tax Code of the Russian Federation) for individuals with Russian citizenship, and 15% (clause 3 of Article 224 of the Tax Code of the Russian Federation) for foreign citizens;

You can learn how to reflect the payment of dividends in the 6-NDFL and 2-NDFL reports from the Ready-made solution from ConsultantPlus. Get temporary access to the legal reference system. It's free.

• income tax - 13% (subclause 2, clause 3, article 284 of the Tax Code of the Russian Federation) for companies established in the Russian Federation, and 15% (subclause 3, clause 3, article 284 of the Tax Code of the Russian Federation) for legal entities of foreign origin; when calculating tax on a legal entity that has owned more than half the share in the capital of the dividend payer for at least a year, a 0% rate can be applied (subclause 1, clause 3, article 284 of the Tax Code of the Russian Federation).

Everything about the calculation and payment of income tax when paying dividends is described in the analytical material of ConsultantPlus. And filling out the income tax return when paying dividends is discussed in the Ready-made solution from ConsultantPlus. Having received free trial access to the legal reference system, you can study any issue.

When the legal entity paying dividends is also their recipient, the tax paid by residents can be reduced by reducing the total tax base (the total amount of dividends allocated for distribution), which in this case will be calculated as the difference between the amounts intended for payment and received dividends (clause 2 of article 214 and clause 2 of article 275 of the Tax Code of the Russian Federation).

For more information about calculating tax on dividends, read the article “How to correctly calculate tax on dividends?” .

Documents required for transactions

Shares are acquired under a purchase and sale agreement. It must be in writing and must contain the following information:

• Details of the parties;
• Information about the object of the transaction: issuer, details, par value, etc.;
• Cost of securities upon purchase;
• Other conditions: payment terms, fines, etc.

The purchase of shares is formalized by a randomly drawn up primary document. For example, an act of acceptance and transfer. The acquisition is also confirmed by extracts from the acquirer’s account or from the register.

Payment for shares is reflected in bank statements and payment documents. When securities are stored at the cash desk, they are recorded in a special register (book). The document contains basic information about the shares and is kept in two copies.

How to record the acquisition of shares (shares) of other organizations in accounting

You just need to enter one number. <... Home → Accounting consultations → Accounting Current as of: December 5, 2021 We talked in a separate consultation about synthetic and analytical accounting of financial investments. In this material we will dwell in more detail on securities accounting. What applies to securities Securities include, in particular (clause 2 of article 142

Civil Code of the Russian Federation):

• promotion;
• bill of exchange;
• mortgage;
• investment unit of a mutual investment fund;
• bill of lading;
• bond;
• check.

The essence and definition of securities can be found in the Civil Code of the Russian Federation, Federal Law of April 22, 1996 No. 39-FZ “On the Securities Market”. Securities accounting Securities accounting is maintained on account 58 “Financial investments” (Order of the Ministry of Finance dated October 31, 2000 No. 94n) in accordance with PBU 19/02.

Annual share reporting

The requirements for financial reporting of joint stock companies are established by the accounting law. It is compiled annually and includes a balance sheet, a form on profits and losses, changes in capital, cash flows and their intended use, appendices, an explanatory note, and audit results.

To disclose information on the issue of shares, JSCs must prepare an annual report. The requirements for its content are in Regulation No. 454-P dated December 30, 2014. The document must contain the following information:

• JSC's place in the industry;
• Key activities;
• Report of the management board on the results of the development of the joint-stock company;
• Data on the volume of energy resources consumed per year (by quantity and amount);
• Development forecast;
• Interest payment report;
• Indication of the reasons for the risk;
• List of major transactions completed during the year and detailed information about them (conditions, responsible person, etc.);
• The composition of the supervisory board, changes in it, biography of members, transactions carried out by them;
• Other information (Article 70.3 of Regulation No. 454-P).

According to the Law on JSC No. 208-FZ of December 26, 1995, public companies must disclose data on the annual report and accounting final papers, a securities prospectus, and report on the holding of a meeting of shareholders. The volume and procedure for providing information is regulated by Regulation No. 454-P.

Prerequisites for dividend payments

Dividends (part or the entire amount of net profit) are paid to shareholders (in a JSC) or participants (in an LLC) at quarterly, semi-annual or annual intervals according to a decision made by the general meeting of the company. The adoption of such a decision and its subsequent execution are possible subject to the following conditions (letter of the Ministry of Finance of the Russian Federation dated September 20, 2010 No. 03-11-06/2/147, Article 43 of the Law “On Joint-Stock Companies” dated December 26, 1995 No. 208-FZ and Art. 29 of the Law “On LLC” dated 02/08/1998 No. 14-FZ):

• according to the accounting data for the payment period, there is a net profit;
• The management company has been paid in full;
• the amount of net assets exceeds the sum of the charter capital and the reserve fund (and for a joint-stock company also the amount of the excess of the value of preferred shares over the par value), and this ratio will not change after the issuance of dividends;
• there are no signs of bankruptcy, and they will not appear after the payment of dividends;
• the repurchase of shares was completed according to the existing requirements of shareholders - for JSC;
• the withdrawing participant is fully paid his share - for an LLC;
• the necessary sequence is observed in determining payments: first for preferred shares with advantages, then for other preferred shares and finally - for ordinary shares for the joint-stock company.

The meeting, making a decision on payment and documenting it in minutes, establishes the following:

• the amount intended for payment;
• form and timing of funds issuance;
• the amount of payments for each type of shares - in the joint-stock company;
• the date on which the list of shareholders will be compiled - in the joint-stock company.

Based on these data, the amounts allocated to each participant are determined depending on:

• the type and number of shares he has - in the joint-stock company;
• the size of his share (if there is no other distribution formula in the charter) - in an LLC.

If a legal entity has a single participant, the minutes of the meeting replace its sole decision.

The preferred form of issuance is cash, because the permitted property form is equated to sale (letter of the Ministry of Finance of the Russian Federation dated December 17, 2009 No. 03-11-09/405) and is extremely unprofitable from a taxation perspective.

The issuance period should not exceed:

• in JSC - 10 (for nominal holders and trustees) and 25 (for other shareholders) working days from the date on which the list of shareholders was compiled;
• in LLC - 60 days from the date of the decision.

If for some reason a participant has not received his share on time, then he has the opportunity to demand payment within 3 years (or 5 years if specified in the charter) from the date:

• decision-making - in the joint-stock company;
• completion of the 60-day period - in an LLC.

After a 3- or 5-year period, unclaimed amounts are returned to the legal entity’s net profit.