corporations chapter 12. corporation characteristics is a legal entity, distinct and separate from...
TRANSCRIPT
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Corporations
Chapter 12
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Corporation Characteristics
Is a legal entity, distinct and separate from the individuals who create and operate it.
It may acquire, own and dispose of property in its own name.
It may also incur liabilities and enter into contracts
It can sell shares of ownership Stock – shares of ownership It gives the corporations the ability to raise large
amounts of capital.
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Corporations
Stock – shares of ownership Stockholder – owners of stock Dividends – distribution of income to
shareholders
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Types of Corporations
Public Corporations those with shares of stock are traded in
public markets such as the NASDAQ or NYSE regulated by the Securities and Exchange
Commission. http://www.sec.gov/
Private or Nonpublic Corporations
Shares are not traded publicly are usually owned by a small group of investors.
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Additional Characteristics
Additional Characteristics of Corporations Limited liability
A corporation’s creditors usually may not go beyond the assets of the corporation to satisfy their claims.
Board of Directors Elected by the shareholders Meets periodically to establish corporate policies Selects the Chief Executive Officers
Dividends Distribution of income to shareholders
Liable for Taxes on the income of the corporation before the distribution of dividends to shareholders may cause double taxation of income
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Forming a Corporation
Application of incorporation Filed with the state authority http://www.sunbiz.org/ Once approved the state grants a Charter
or Articles of Incorporation
Articles of incorporation Formally create the corporation
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Organizational Costs
Costs may be incurred in organizing a corporation
Costs include legal fees, taxes, state incorporation fees, license fees, and promotional costs
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Example 1
Suppose that $15,000 is spent in the forming of the corporation.
Account Debit Credit
Organizational costs $15,000
Cash $15,000
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Paid-In Capital from Issuing Stock
Two main sources of stockholders’ equity Paid in capital
Paid in capital comes from the issuance of stock
Retained earnings From the earnings of the business not
distributed as dividends
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Stock
Authorized – number of shares of stock that a corporation can issue
Issued – number sold Outstanding – number in hands of
stockholders
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Stock
Authorizing > Issued ≥ Outstanding
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Stock
Par value or stated value – assigned monetary value
Rights Right to vote in matters concerning
the corporation Right to share in distribution of
earnings Right to share in assets at liquidation Rights vary with the class of stock
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Classes of Stock
Common stock Has all the rights listed above
Preferred stock The dividend rights of preferred stock are usually
stated in monetary terms or as a percent of par $2 preferred stock
Has a right to an annual $2 per share dividend 5% preferred stock with par of $100
Has a right to an annual dividend of $5 per share
They have the first right to dividends when any dividends are declared.
Have greater chance of receiving their dividends
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Dividends
Dividends First paid to
preferred stockholders
Remainder to common stockholders
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Dividend Distributionsby class
Corporation has 4,000 shares of common stock and 1,000 shares outstanding of 8% preferred stock with a par value of $50. The Board declares the following dividends.
2006 2007 2008
$20,000 $50,000 $62,000
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Example 2
What are dividends distributed to preferred stock and common stock?
Preferred stock gets 8% times par value 8% x $50 = $4 per share
There are 1,000 shares outstanding of preferred stock so dividend is:
$4 per share x 1,000 shares outstanding = $4,000
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Example 2
2006 2007 2008
Dividends $20,000 $55,000 $62,000
Preferred stock
$4,000 $4,000 $4,000
Common Stock
$16,000 $51,000 $58,000
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Note
Even though the dividends declared increased each year, preferred stock only received the $4,000 and common stock always receives the remainder which increases as dividends increase.
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Example 3
Corporation has 5,000 shares of common stock and 2,000 shares outstanding of $10 preferred stock with a par value of $50. The Board declares the following dividends.
2005: $30,0002006: $55,0002007: $20,000What are dividends distributed to
preferred stock and common stock?
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Issuing Stock
An account is created for each type of stock.
These accounts are classified as equity. They increase with a credit. Stock can be issued at par or above par
Issued at par: Amount received is the same amount credited to
the stock account.
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Journal Entry
Account Debit Credit
Cash Amount received
Preferred stock Par value
Common stock Par value
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Example 4
The Corporation issues 10,000 shares of $5 par value common stock and 4,000 shares of $10 par value preferred stock at par. Record the entry.
Preferred stock: 4,000 shares x $10 per share = $40,000Common stock: 10,000 shares x $ 5 per share = $50,000 Total cash received $90,000
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Example 4
Account Debit Credit
Cash $90,000
Preferred stock $40,000
Common stock $50,000
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Premium on sale of stock
When stock is issued for a price that is more than its par.
Caused by Financial conditions, earnings record,
and dividend record of the corporation
Investor expectations of the corporation’s potential earning power
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Premium on sale of stock
When stock is issued for a price above its par value, it has sold at a PREMIUM.
When stock is issued for a price above its par value, it has sold at a DISCOUNT.
Difference between par value and selling price is placed in an equity account called Paid in Capital in Excess of Par.
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Journal Entry
Account Debit Credit
Cash Total cash received
Preferred stock Par value
Paid in capital in excess of par
Cash - par
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Example 5
The Corporation issues 4,000 shares of $10 par value preferred stock for $15 per share. Record the entry.
Preferred stock: Selling price:
$15 per share x 4,000 shares = $60,000 Par value: $10 per share x 4,000 shares =
$40,000Paid in capital $20,000 EXCESS
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Journal Entry
Account Debit Credit
Cash $60,000
Preferred stock $40,000
Paid in capital in excess of par
$20,000
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Example 6
The Corporation issues 7,000 shares of $4 par value common stock and 3,000 shares of $20 par value preferred stock. The common stock is issued at $7 per share and the preferred stock at $24 per share. Record the entry.
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Rule
Companies will never declare a gain or loss on transactions with its own stock.
Always the difference will go to paid in capital in excess of par.
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No Par Stock
Stock may be issued without par value
Entire proceeds from the sale are credited to the stock account
No paid in capital in excess of par account will exist
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Accounting for Dividends
Cash dividends A cash distribution of earnings by a
corporation to its shareholders. These are the most common though other
assets may be distributed. Three conditions for dividends to be paid:
Sufficient retained earnings Sufficient cash Formal action by the board of directors. Though
they are not legally required to do so.
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Three important dates with dividends:
Example 6: On May 10, 2007, the ABC
Corporation’s Board of Directors declared a cash dividend of $.25 per common stock share to stockholder’s of record on May 31, 2007 payable on June 10th. There are 10,000 shares outstanding.
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Date 1: Declaration Date
Declaration date The date that Board of Directors
approves the dividend. A liability is incurred by the
corporation. Entry:
Cash dividends DR Dividends payable CR
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Example 6
Date Account DR CR
May 10, 2007
Cash dividends $2500.00
Dividends Payable $2500.00
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Date 2: Date of Record
This date determines which shareholders will get the dividend.
No entry Shares sold after May 31 are called
ex-dividend stock. The sales price includes a share of the dividend
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Example 6
May 31 is the date of record. Shareholders at the close of business on this day will receive the dividend check.
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Date 3: Payment Date
This is the date that the dividend checks are mailed out
Entry: Dividends payable DR Cash CR
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Example 6
Date Account DR CR
June 10, 2007
Dividends payable $2500.00
Cash $2500.00
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Stock Dividends
A distribution of shares of stock to stockholders. These distributions are in common stock Issued to holders of common stock only The effect of the stock dividend on the
stockholders’ equity of the issuing corporation is to transfer retained earnings to paid in capital. Therefore no assets are affective
The amount transferred from retained earnings to paid in capital is normally the fair market value of the shares issued in the stock dividend.
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Example 7
Suppose that on June 10, 2007, Morton Company declares a 2% stock dividend on shares outstanding on June 30, 2007. The stock dividend is payable on July15, 2007. The stockholder’s equity account looks like this:
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Example 7
Common stock, ($15 par value with 100,000 shares issued) $1,500,000
Paid in Capital $ 700,000Retained Earnings $7,000,000
Fair market value of stock on declaration date is $20 per share.
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Example 7: Declaration Date
Date Account DR CR
June 10, 2007
Stock Dividends $40,000
Stock Dividends Distributable
$30,000
Paid in capital in excess of par
$10,000
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Example 7: Payment Date
Date Account DR CR
June 10, 2007
Stock Dividends $40,000
Stock Dividends Distributable
$30,000
Paid in capital in excess of par
$10,000
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Note
It does not change the assets, liabilities or total stockholder’s equity of a company
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Treasury Stock
Companies may buy its own stock to provide shares: for resale to employees for reissuing as a bonus to employees for supporting the market price of the stock
Cost method A commonly used method of accounting for
the purchase and resale of treasury stock.
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Treasury Stock
Transactions for Treasury Stock Repurchase –
when a company buys back its stock create a new equity account called:
Treasury Stock it is a contra equity account increases with a debit
recorded at the purchase price called COST
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Treasury Stock
Sale Recorded at original buy back cost Difference between SELLING PRICE and
cost Recorded in PAID IN CAPITAL
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Example 9:
A corporation has common stock with a par value of $25. The company repurchases 2,000 shares at $45 per share. Record the buy back.
Date Account DR CR
Cash $90,000
Treasury Stock $90,000
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Example 9
The company sells 700 shares at $60 per share. Record the entry.
Selling price: 700 x $60 = $42,000Cost: 700 x$45 = $31,500 Excess paid in capital 10,500
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Example 9
Account Debit Credit
Cash $42,000
Treasury Stock $31,500
Paid in capital in excess of par $10,500
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Example 9
Selling price: 200 x $40 = $8,000Cost: 200 x$45 = $9,000 Excess paid in capital (1,000)
The company sells 200 shares at $40 per share. Record the entry.
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Example 9
Account Debit Credit
Cash $8,000
Paid in capital in excess of par
$1,000
Treasury Stock $9,000
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Example 10
A corporation has common stock with a par value of $10.
The company repurchases 1,000 shares at $20 per share. Record the buy back.
The company sells 500 shares at $30 per share. Record the entry.
The company sells 200 shares at $15 per share. Record the entry.
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Why Paid in Capital and not a gain or loss?
Companies will never declare a gain or loss on transactions with its own stock. Always the difference will go to paid in capital in excess of par.