Advantages Disadvantages Characteristics of an Organization Limited Liability of Stockholders Ability to Acquire Capital... Characteristics of an Organization Limited Liability of
Trang 1Prepared by Coby Harmon University of California, Santa Barbara
Westmont College
Trang 2Learning Objectives
After studying this chapter, you should be able to:
[1] Identify the major characteristics of a corporation.
[2] Differentiate between paid-in capital and retained earnings.
[3] Record the issuance of common stock.
[4] Explain the accounting for treasury stock.
[5] Differentiate preferred stock from common stock.
[6] Prepare a stockholders’ equity section.
13 Corporations: Organization
and Capital Stock Transactions
Trang 3Preview of Chapter 13
Accounting Principles Eleventh Edition Weygandt Kimmel Kieso
Trang 4The Corporate Form of Organization
LO 1 Identify the major characteristics of a corporation.
Alternative Terminology
Privately held corporations are also referred to as closely held corporations.
Alternative Terminology
Privately held corporations are also referred to as closely held corporations.
Trang 5Characteristics that distinguish corporations from
proprietorships and partnerships
LO 1 Identify the major characteristics of a corporation.
Advantages
Disadvantages
Characteristics of an Organization
Limited Liability of Stockholders
Ability to Acquire Capital
Trang 613-6 LO 1 Identify the major characteristics of a corporation.
Corporation acts under its own name rather than in the name of its
stockholders
Characteristics that distinguish corporations from
proprietorships and partnerships
Characteristics of an Organization
Limited Liability of Stockholders
Ability to Acquire Capital
Trang 713-7 LO 1 Identify the major characteristics of a corporation.
Limited to their investment
Characteristics that distinguish corporations from
proprietorships and partnerships
Characteristics of an Organization
Limited Liability of Stockholders
Ability to Acquire Capital
Trang 813-8 LO 1 Identify the major characteristics of a corporation.
Shareholders may sell their stock
Characteristics that distinguish corporations from
proprietorships and partnerships
Characteristics of an Organization
Limited Liability of Stockholders
Ability to Acquire Capital
Trang 913-9 LO 1 Identify the major characteristics of a corporation.
Corporation can obtain capital through the issuance
of stock
Characteristics that distinguish corporations from
proprietorships and partnerships
Characteristics of an Organization
Limited Liability of Stockholders
Ability to Acquire Capital
Trang 1013-10 LO 1 Identify the major characteristics of a corporation.
Continuance as a going concern is not affected by the
withdrawal, death, or incapacity of a
stockholder, employee, or officer
Characteristics that distinguish corporations from
proprietorships and partnerships
Characteristics of an Organization
Limited Liability of Stockholders
Ability to Acquire Capital
Trang 11Separation of ownership and management prevents owners from having an active role in managing the company
LO 1 Identify the major characteristics of a corporation.
Characteristics that distinguish corporations
from proprietorships and partnerships
Characteristics of an Organization
Limited Liability of Stockholders
Ability to Acquire Capital
Trang 12 Limited Liability of Stockholders
Ability to Acquire Capital
LO 1 Identify the major characteristics of a corporation.
Characteristics that distinguish corporations from
proprietorships and partnerships
Characteristics of an Organization
Trang 1313-13 LO 1 Identify the major characteristics of a corporation.
Characteristics that distinguish corporations from
proprietorships and partnerships
Characteristics of an Organization
Limited Liability of Stockholders
Ability to Acquire Capital
stockholders pay taxes on cash dividends
Trang 14Stockholders
Chairman and Board of Directors
President and Chief Executive Officer
General
Counsel/
Secretary
Vice President Marketing
Vice President Finance/Chief Financial Officer
Vice President Operations
Vice President Human Resources
Trang 15Forming a Corporation
File application with the Secretary of State
State grants charter
Initial Steps:
Companies generally incorporate in a state whose laws are
favorable to the corporate form of business (Delaware, New Jersey).
Corporations engaged in interstate commerce must obtain a license
from each state in which they do business.
The Corporate Form of Organization
LO 1 Identify the major characteristics of a corporation.
Trang 161 Vote in election of board of
directors and on actions that require stockholder approval
Stockholders Rights
2 Share the corporate earnings
through receipt of dividends
Illustration 11-3
The Corporate Form of Organization
LO 1 Identify the major characteristics of a corporation.
Trang 173 Keep the same percentage ownership when new shares
of stock are issued (preemptive right)
Stockholders Rights Illustration 11-3
The Corporate Form of Organization
* A number of companies have eliminated the preemptive right.
LO 1 Identify the major characteristics of a corporation.
Trang 184 Share in assets upon liquidation in proportion to their
holdings This is called a residual claim.
Stockholders Rights Illustration 11-3
The Corporate Form of Organization
LO 1 Identify the major characteristics of a corporation.
Trang 1913-19
Trang 20 Charter indicates the amount of stock that a
corporation is authorized to sell
stockholders’ equity section
Authorized Stock
Stock Issue Considerations
LO 1 Identify the major characteristics of a corporation.
Trang 2213-22 LO 1 Identify the major characteristics of a corporation.
or indirectly through an investment banking firm
Factors in setting price for a new issue of stock:
1 Company’s anticipated future earnings.
2 Expected dividend rate per share.
3 Current financial position.
4 Current state of the economy.
5 Current state of the securities market.
Issuance of Stock
Stock Issue Considerations
Trang 2313-23 LO 1 Identify the major characteristics of a corporation.
Stock of publicly held companies is traded on organized
Factors beyond a company’s control, may cause day-to-day
fluctuations in market prices.
Market Price of Stock
Stock Issue Considerations
Trang 2413-24
Trang 25 Years ago, par value determined the legal capital per share
that a company must retain in the business for the protection
of corporate creditors.
Today many states do not require a par value.
No-par value stock is quite common today.
In many states the board of directors assigns a stated value to
no-par shares.
Par and No-Par Value Stock
Stock Issue Considerations
LO 1 Identify the major characteristics of a corporation.
Trang 26Question
Which of these statements is false?
a Ownership of common stock gives the owner a voting
right
b The stockholders’ equity section begins with paid-in
capital
c The authorization of capital stock does not result in a
formal accounting entry
d Legal capital is intended to protect stockholders
Stock Issue Considerations
LO 1 Identify the major characteristics of a corporation.
Trang 27Indicate whether each of the following statements is true or false.
1 Similar to partners in a partnership, stockholders of a
corporation have unlimited liability.
2 It is relatively easy for a corporation to obtain capital
through the issuance of stock.
3 The separation of ownership and management is an
advantage of the corporate form of business.
4 The journal entry to record the authorization of capital stock
includes a credit to the appropriate capital stock account.
5 All states require a par value per share for capital stock.
Trang 28Paid-in Capital in Excess of Par
LO 2 Differentiate between paid-in capital and retained earnings.
Paid-in capital is the total amount of cash and other assets paid in
to the corporation by stockholders in exchange for capital stock.
Corporate Capital
Trang 29LO 2 Differentiate between paid-in capital and retained earnings.
Retained earnings is net income that a corporation retains for
future use.
Corporate Capital
Paid-in Capital in Excess of Par
Account
Paid-in Capital in Excess of Par
Account
Trang 3013-30 LO 2 Differentiate between paid-in capital and retained earnings.
Comparison of the owners’ equity (stockholders’ equity)
accounts reported on a balance sheet for a proprietorship, a partnership, and a corporation
Illustration 13-6
Corporate Capital
Trang 3113-31
Trang 32Primary objectives:
1) Identify the specific sources of paid-in capital
2) Maintain the distinction between paid-in capital and
retained earnings
LO 3 Record the issuance of common stock.
Other than consideration received, the issuance
of common stock affects only paid-in capital
accounts.
Accounting for Common Stock Issues
Trang 33Illustration: Assume that Hydro-Slide, Inc issues 1,000 shares of
$1 par value common stock Prepare Hydro-Slide’s journal entry if (a) 1,000 share are issued for $1 per share, and (b) 1,000 shares
are issued for $5 per share.
Common Stock (1,000 x $1) 1,000
Common Stock (1,000 x $1) 1,000 Paid-in Capital in Excess of Par Value 4,000
a.
b.
LO 3 Record the issuance of common stock.
Issuing Par Value Common Stock for Cash
Accounting for Common Stock Issues
Trang 3413-34 LO 3 Record the issuance of common stock.
Trang 35Issuing Common Stock for Services or
Noncash Assets
Corporations also may issue stock for:
Services (attorneys or consultants)
LO 3 Record the issuance of common stock.
Cost is either the fair market value of the consideration
given up, or the fair market value of the consideration
received, whichever is more clearly determinable
Accounting for Common Stock Issues
Trang 36LO 3 Record the issuance of common stock.
Accounting for Common Stock Issues
Trang 37Illustration: Athletic Research Inc is an existing publicly held
corporation Its $5 par value stock is actively traded at $8 per
share The company issues 10,000 shares of stock to acquire land recently advertised for sale at $90,000 Prepare the journal entry for this transaction.
Land (10,000 x $8) 80,000
Common Stock (10,000 x $5) 50,000 Paid-in Capital in Excess of Par 30,000
LO 3 Record the issuance of common stock.
Accounting for Common Stock Issues
Trang 38THE MISSING CONTROLS
Independent internal verification The company’s board of directors should have
ensured that the awards were properly administered For example, the date on the
minutes from the board meeting could be compared to the dates that were recorded
for the awards In addition, the dates should again be confirmed upon exercise.
Total take: $7 billion
ANATOMY OF A FRAUD
The president, chief operating officer, and chief financial officer of SafeNet, a software
encryption company, were each awarded employee stock options by the company’s board of directors as part of their compensation package Stock options enable an employee to buy a company’s stock sometime in the future at the price that existed when the stock option was awarded For example, suppose that you received stock options today, when the stock price of your company was $30 Three years later, if the stock price rose to $100, you could “exercise” your options and buy the stock for $30 per share, thereby making $70 per share After being awarded their stock options, the three employees changed the award dates in the company’s records to dates in the past, when the company’s stock was trading at historical lows For
example, using the previous example, they would choose a past date when the stock was selling for $10 per share, rather than the $30 price on the actual award date In our example, this would increase the profit from exercising the options to $90 per share.
Advance slide in presentation mode to reveal answer.
Trang 39Paid-in Capital in Excess of Par
LO 4 Explain the accounting for treasury stock.
Accounting for Treasury Stock
Trang 40Treasury stock - corporation’s own stock that it has
reacquired from shareholders, but not retired
Corporations purchase their outstanding stock:
1 To reissue the shares to officers and employees under bonus
and stock compensation plans.
2 To enhance the stock’s market value
3 To have additional shares available for use in the acquisition of
other companies.
4 To increase earnings per share
LO 4 Explain the accounting for treasury stock.
Accounting for Treasury Stock
Trang 41Purchase of Treasury Stock
Debit Treasury Stock for the price paid to reacquire the
LO 4 Explain the accounting for treasury stock.
Accounting for Treasury Stock
Helpful Hint Treasury
shares do not have dividend rights or voting rights.
Helpful Hint Treasury shares do not have dividend rights or voting rights.
Trang 42Treasury Stock (4,000 x $8) 32,000
Illustration: On February 1, 2014, Mead acquires 4,000 shares of
its stock at $8 per share.
LO 4 Explain the accounting for treasury stock.
Illustration 13-8
Accounting for Treasury Stock
Trang 4313-43 LO 4 Explain the accounting for treasury stock.
Both the number of shares issued (100,000), outstanding (96,000), and the number of shares held as treasury (4,000) are disclosed.
Accounting for Treasury Stock
Illustration 13-9
Stockholders’ equity with treasury stock
Trang 4413-44
Trang 45Sale of Treasury Stock
Both increase total assets and stockholders’ equity
LO 4 Explain the accounting for treasury stock.
Accounting for Treasury Stock
Disposal of Treasury Stock
Helpful Hint Treasury stock
transactions are classified as capital stock transactions.
As in the case when stock
is issued, the income statement is not involved.
Helpful Hint Treasury stock transactions are classified as capital stock transactions.
As in the case when stock
is issued, the income statement is not involved.
Trang 46shares of its treasury stock, previously acquired at $8 per share
LO 4 Explain the accounting for treasury stock.
July 1
A corporation does not realize a gain or suffer a loss from stock
transactions with its own stockholders.
Accounting for Treasury Stock Above
Cost
Trang 47treasury stock at $7 per share
LO 4 Explain the accounting for treasury stock.
Trang 48remaining 2,200 shares at $7 per share
LO 4 Explain the accounting for treasury stock.
on hand
Accounting for Treasury Stock Below
Cost
Trang 49LO 5 Differentiate preferred stock from common stock.
Accounting for preferred stock at issuance is similar to that for
common stock.
Preferred Stock
Trang 50par value preferred stock for $12 cash per share Journalize
the issuance of the preferred stock
LO 5 Differentiate preferred stock from common stock.
Trang 51 Right to receive dividends before common stockholders.
Per share dividend amount is stated as a percentage of the
preferred stock’s par value or as a specified amount.
Cumulative dividend – holders of preferred stock must be
paid their annual dividend plus any dividends in arrears before common stockholders receive dividends.
LO 5 Differentiate preferred stock from common stock.
Preferred Stock
Dividend Preferences
Trang 5213-52 LO 5 Differentiate preferred stock from common stock.
Preferred Stock
Cumulative Dividend
Illustration: Scientific Leasing has 5,000 shares of 7%, $100 par
value, cumulative preferred stock outstanding Each $100 share
pays a $7 dividend (.07 x $100) The annual dividend is $35,000
(5,000 x $7 per share) If dividends are two years in arrears,
preferred stockholders are entitled to receive the following
dividends in the current year.
Illustration 13-11