Account 81 in modern accounting is active and is called “treasury shares purchased from shareholders.” It includes a list of information about the company’s own shares that were subject to redemption.
Through typical transactions within the balance sheet and clear practical examples, the article will explore the specifics of its application in accounting.
An organization acquires shares
Shares of other organizations can be purchased both at par and at a cost different from par.
In addition, the organization may incur additional costs associated with the acquisition of shares. The accounting procedure for such costs is discussed in this article. An organization, when acquiring shares of other enterprises, may pursue various goals. Shares can be purchased for the purpose of receiving income from their further resale or for the purpose of receiving income on them in the form of dividends. Sometimes the purpose of acquiring shares may be to form a controlling stake, allowing one to influence the activities of a particular company.
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In any case, when shares are acquired with the aim of obtaining economic benefits in the future, they are subject to accounting as part of the organization’s financial investments in the manner prescribed by the Accounting Regulations “Accounting for Financial Investments” PBU 19/02, approved by Order of the Ministry of Finance of Russia dated December 10, 2002 N 126n.
Organizations that are not professional participants in the securities market do not so often, in the course of their activities, carry out transactions with securities in general and with shares in particular.
Therefore, many accountants, even those with extensive practical experience, experience certain difficulties in resolving issues related to accounting for transactions with securities.
Let's consider a specific situation in which one of our subscribers found himself.
Situation. The closed joint-stock company acquired shares of the open joint-stock company from the owners - individuals at a price of 10 rubles. with a nominal value of 2 rubles. The shares are not traded on the securities market. They were acquired through an individual with whom the CJSC entered into an agreement, entrusting him with the acquisition, registration, re-registration and receipt of an extract from an independent registrar. According to the agreement, the CJSC paid an individual a remuneration in the amount of 1 ruble. for each share purchased.
The accountant had the following questions.
- At what value should shares be entered on the balance sheet and into what account if the shares are purchased not for resale, but to receive income from them in the future?
- To what sources should the difference between the purchase price and the par value of the shares be written off?
- What funds are used to pay remuneration to an individual under a contract and pay for the services of an independent registrar?
Regulatory regulation
The legislative side is responsible for regulating aspects related to the disposal of shares. It includes representatives of government apparatuses at the federal and regional levels. For regulation, various orders, regulations, acts, standards, as well as local documentation developed by the management of joint-stock companies and other organizations dealing with shares are used.
Thus, account 81 is important and is involved in a large number of business transactions. In order to correctly compile records and operations on it, a detailed familiarization with the main nuances is required.
Reducing your own capital
The founders (participants) of a joint-stock company may decide to increase the authorized capital if its existing amount is fully paid. This will be reflected in accounting after registration:
- in the Federal Tax Service - the charter with a new value of the capital and, if necessary, with a new ratio of participation shares;
- in the Bank of Russia Service for Financial Markets - an additional issue (issue) if the par value of the shares does not change, or conversion of shares if the par value increases.
You can increase your capital by:
- Retained earnings of a legal entity or its additional capital. This will not require the founders (participants) to make additional payments and will be reflected in the correspondence of the management account with the source accounts of the increase:
Dt 83 (84) Kt 80.
- Participants' funds. Moreover, the number of those at whose expense the increase occurs may be different: one, if he is accepted additionally and the increase occurs only due to his contribution;
- single or several, if this is done with the aim of increasing the share of their participation;
- all if the shares increase in proportion to existing contributions.
Dt 75 Kt 80.
The amount of the minimum allowable capital for a joint-stock company is established by law. Until July 1, 2015, it depended on the minimum wage, and after this date it is (Article 26 of the Law of the Russian Federation dated December 26, 1995 No. 208-FZ):
- for public joint-stock companies - 100 thousand rubles;
- non-public joint-stock companies - 10 thousand rubles.
It cannot be lower than the figure established by law. But depending on the reasons for the decrease in the capital, you need to focus on different minimum values:
- when the initiative comes from the participants - to the one in force at the time of submitting documents for registration of changes in the meaning of the Criminal Code;
- if reduced in accordance with the requirements of the law - to the one that was in effect on the date of registration of the JSC.
The legal obligation to reduce the capital capital arises when the JSC:
- there are unpaid (unsold) shares of the primary issue or repurchased shares that could not be sold during the year;
- over the course of 2 years, at the end of the year, the capital turns out to be greater than the calculated value of net assets (NA).
Read more about the rules for calculating net assets in the article “How is the accounting value of net assets calculated?”
Before reducing the Criminal Code, you must:
- notify the Federal Tax Service about this;
- publish a message about these intentions in the media twice a month in order to notify creditors;
- register the conversion of shares or redemption of their quantity with the Bank of Russia Financial Markets Service;
- check that as a result of the reduction procedure on the initiative of the participants of the management company there is no more NA.
Reduction is possible in the following ways:
- Unsold shares (unpaid) shares are cancelled:
Dt 80 Kt 81.
- The joint-stock company buys back part of the shares and then cancels them:
Dt 81 Kt 75,
Dt 80 Kt 81;
- The nominal value of the shares is reduced in the required proportion. Postings using this method will depend on who is the recipient of the income from the difference in the amount of the capital: JSC with a mandatory reduction (when the existing loss is closed at the expense of the capital):
Dt 80 Kt 84.
- JSC in case of voluntary reduction:
Dt 80 Kt 91;
Dt 80 Kt 75.
In case of a voluntary reduction of the capital, the accrual of such income to the participant is equivalent to the accrual of dividends. But payment will be impossible when:
- The authorized capital has not been paid or has not been paid in full;
- the JSC has signs of bankruptcy;
- dividends already declared for payment have not been paid or have not been paid in full;
- shares for which there is a redemption requirement have not been repurchased.
Dt 75 Kt 91.
Read about the specifics of reducing capital in LLCs, business partnerships, state unitary enterprises and municipal unitary enterprises in the material “Accounting entries for reducing authorized capital.”
By virtue of the Chart of Accounts for accounting the financial and economic activities of organizations and the Instructions for its application (approved by order of the Ministry of Finance of Russia dated October 31, 2000 No. 94n), account 81, entitled “Own shares (shares)”, is intended for accounting for own shares (redemption/cancellation). "
Note that accounting for own shares (shares) is active. That is, it can only be on the debit of account 81.
This account reflects information about the availability and movement of its shares, purchased by the joint-stock company from shareholders for their subsequent resale or cancellation.
Other business companies (LLC, etc.) and partnerships use it to account for the share of a participant acquired by the company/partnership itself for transfer to other participants or third parties.
Also see: When You Don't Have to Pay Tax on the Sale of Stocks.
Repurchase of own shares for the purpose of resale or cancellation
A joint stock company has the right to acquire shares placed by it by decision of the general meeting of shareholders or by decision of the board of directors of the company, if, in accordance with the charter of the company, the board of directors has the right to make such a decision.
Shares repurchased by the company for the purpose of cancellation must be redeemed at the time of acquisition, and those shares repurchased by the company for resale must be sold no later than one year from the date of repurchase. Otherwise, the general meeting of shareholders must decide to reduce the authorized capital of the company by redeeming the specified shares.
In accordance with the Law, the decision on the acquisition of shares must determine:
categories (types) of shares purchased;
the number of shares of each category (type) acquired by the company;
purchase price;
form and term of payment;
the period during which the shares are purchased (at least 30 days).
The price for repurchase of shares by the company is determined by a decision of the board of directors based on market value.
Articles 72 and 73 of the Law establish a number of restrictions on the company’s acquisition of outstanding shares:
the nominal value of the company's outstanding shares, after the redemption of part of the outstanding shares, will have to be at least 90% of the company's authorized capital;
the authorized capital of the company must be paid in full;
at the time of acquisition of its own shares, the company should not meet the criteria of insolvency (bankruptcy) or these signs should not appear as a result of the acquisition of these shares;
at the time of acquisition of its own shares, the value of the company’s net assets should not be less than its authorized capital, reserve fund and the amount in excess of the nominal value of the liquidation value of the outstanding preferred shares;
placed shares can be redeemed only after all shares have been redeemed at the request of shareholders;
the company does not have the right to acquire part of the outstanding shares to reduce the authorized capital if the par value of the shares remaining in circulation falls below the minimum amount of the authorized capital provided for by the Law.
In accounting, transactions related to the repurchase of own shares from shareholders will be reflected as follows:
Debit 81, Credit 50, 51 - own shares were repurchased from shareholders at market value (the actual costs of the joint-stock company to repurchase its own shares).
If shares are purchased to reduce the authorized capital, then, as already noted, they must be redeemed at the time of acquisition. In this case, the following entries will be made in accounting:
Debit 80-3 “Paid-in capital”, Credit 80-4 “Withdrawn capital” - reduction of the authorized capital by the par value of the repurchased shares;
Debit 80-4 “Capital withdrawn”, Credit 81 - repurchased shares were redeemed.
At the same time, in accordance with the Instructions for using the Chart of Accounts, the difference between the redemption and par value of shares is attributed to account 91 “Other income and expenses”:
Debit 81, Credit 91-1 - reflects the amount of excess of the par value of the shares over their redemption value;
Debit 91-2, Credit 81 - reflects the amount of excess of actual expenses for the repurchase of own shares over their par value.
If shares are repurchased by the company for resale, they must be sold no later than one year from the date of repurchase. At the same time, such a resale will no longer constitute an initial public offering of shares, and therefore all possible income from this operation will be subject to income tax.
In accounting, such transactions will be reflected as follows:
Debit 91-2, Credit 81 - the book value of sold own shares is written off;
Debit 51, Credit 91-1 - revenue from the sale of own shares is reflected (at a price not lower than par);
Debit 91-9, Credit 99 - reflects the financial result from the sale of shares.
Example 2 . JSC Nadezhda decided to buy back 500 of its own shares with a par value of 1,300 rubles. per share. The actual costs of repurchasing shares amounted to RUB 1,500. per share. After the redemption, 200 shares were canceled, and 300 shares were sold on the stock exchange at a price of 1,600 rubles. per share. The following entries are made in accounting:
Debit 81, Credit 50, 51 - 750,000 rubles. (RUB 1,500 x 500) — own shares were purchased from shareholders at market value;
Debit 80-3 “Paid-in capital”, Credit 80-4 “Withdrawn capital” - 260,000 rubles. (RUB 1,300 x 200) - reflects a decrease in the authorized capital by the par value of the repurchased shares;
Debit 80-4, Credit 81 - 260,000 rubles. — the authorized capital was reduced due to the liquidation of own shares purchased from shareholders;
Debit 91-2, Credit 81 - 40,000 rubles. (200 x (1300 - 1500)) - reflects the amount of excess of actual expenses for the repurchase of own shares over their nominal value (loss of the organization that does not reduce the tax base for income tax);
Debit 91-2, Credit 81 - 450,000 rubles. (RUB 1,500 x 300) - the book value of sold own shares is written off;
Debit 51, Credit 91-1 - 480,000 rubles. (RUB 1,600 x 300) — revenue from the sale of own shares is reflected;
Debit 91-9, Credit 99 - 30,000 rubles. (480,000 - 450,000) - profit from the sale of shares is reflected.
Accounting for shares when selling: postings
Tax-tax 04 August 2020 12084
Accounting for shares in accounting depends on whose shares they are: their own or another legal entity. Let's consider the features of their reflection.
Promotion: what is it?
Accounting for primary issue
Dividend distribution
Purchasing someone else's shares
Disposal of other people's shares
Receiving dividends
The share secures the right of its owner to receive dividends from the joint-stock company (JSC), participate in management decisions, and receive a share of the property upon its liquidation. Accounting for the availability and movement of funds invested in shares is carried out on the account. 58 subaccount 1 “Units and shares”. In this article we will consider in detail the accounting of shares and the rules for making entries.
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.
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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.
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.
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.
The owner of shares can dispose of them at his own discretion:
- Sell;
- Invest in management companies of other companies;
- Pay for goods;
- Transfer free of charge.
Dt 76 Kt 91.1 - securities sold;
Question No. 1. When is ownership of a share assigned to the buyer?
If the rights are taken into account in the depositary, then from the date of making an entry in the buyer’s securities account. If the rights are taken into account in the registry system, then when making an entry for posting in the personal account of the acquirer.
Question No. 2. In what form can an agreement for the purchase and sale of shares be concluded?
As a rule, a single document is drawn up in two copies. Art. 432, 454 of the Civil Code of the Russian Federation allow the exchange of contracts electronically or send them by mail.
Question No. 3. How to reflect dividends received in dollars?
Dt 76 Kt 91 - dividends accrued;
Dt 52 Kt 76 - dividends were credited to the account (accrued amount);
Dt 52 Kt 91 - the exchange rate difference is reflected.
Question No. 4. What consequences will the JSC have for failure to publish information or for untimely disclosure?
An administrative penalty in the form of a fine is provided. For officials 30,000-50,000 rubles. or disqualification of the manager for 1-2 years. For organizations 700,000-1,000,000 rub.
Question No. 5. What entry is used to document the creation of a reserve for impairment of shares?
The reserve relates to other expenses and is documented by posting: Dt 91.2 Kt 59. Accounting for shares and related transactions has its own nuances. The main feature is dividing them into “us” and “strangers”. The securities of other joint-stock companies are taken into account in the same way as financial investments, and their own - with characteristic differences.
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The accountant makes an entry when own shares are repurchased from shareholders or when there is an entry for the repurchase of a share.
Redemption by a joint stock company or other company/partnership from a shareholder/participant of shares/shares owned by him/her | In accounting, an entry is made for the amount of actual costs under Dt 81 and a credit to cash accounting accounts - 50, 51, 52 |
Cancellation of own shares purchased by the joint-stock company (i.e., the authorized capital will be re-registered in a new – smaller amount) | They are carried out according to Kt 81 and Dt 80 “Authorized capital” after this company has completed all the procedures provided for by law. The difference arising in account 81 between the actual costs of repurchasing shares (shares) and their nominal value is charged to account 91 “Other income and expenses”. |
It is possible that the cost of purchasing shares does not correspond to their nominal value.
EXAMPLE
The nominal value of the shares of Balance CJSC is 3,000 rubles, and the redemption price is 3,500 rubles. The resulting difference between the nominal value and the acquisition cost in the amount of 500 rubles (3,500 rubles - 3,000 rubles) is included in the financial results of the company as other expenses.
The transactions for repurchase and cancellation of shares will be as follows:
Dt 81 – Kt 50, 51, 52 – 3500 Dt 80 – Kt 81 – 3000 Dt 91 “Other income and expenses” – Kt 81 – 500 |
If, instead of canceling shares (shares), the organization resells these shares or shares, transactions are also carried out through account 91:
Dt 51/52, etc. – Kt 91 Dt 91 – Kt 81 |
What is it for?
Account 81 is used to summarize information about the existence and movement of own shares.
They are purchased from shareholders and are subject to further transactions with them. The choice of certain actions depends on several factors, primarily on the decisions of the owners, i.e. buyers. In the process of repurchase by a joint-stock company or partnership of securities, a debit 81 entry is made in the accounting system for the amount actually spent. In the process of canceling securities after completing a number of procedures, practical correspondence with the authorized capital is used. The difference that is formed in this case must be transferred from account 81 to 91.
For agricultural commercial structures, the repurchase can be made for the amount of actual costs, not only by the debit of the direction in question, but also by the credit of the accounts used to account for money. If they are not on the accounts, payment can be made using other types and areas of property - payment in kind, animals, plots of land, environmental management facilities, etc. In this situation, knowledge of the norms of analytical accounting will be required.
Accounting for primary issue
Dt 75 Kt 80.
For both accounts, analytics is carried out on participants and the amounts credited to them.
How management companies are shown in accounting reports, read the material “Procedure for drawing up a balance sheet (example).”
Participants can repay their debt on contribution to the management company in any of the following ways:
- money, including currency;
- property;
- property rights.
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This method, as well as the cost at which the property will be transferred (agreed value), must be specified in the constituent agreement (Clause 5, Article 9 of the Law of the Russian Federation of December 26, 1995 No. 208-FZ). The property will be accepted for accounting at the agreed value, regardless of what its real accounting value is from the transferring party.
Dt 50 (51, 52) Kt 75;
Dt 07 (08, 10, 11, 21, 41, 58, 66, 67) Kt 75.
Dt 19 Kt 75,
Dt 68 Kt 19.
Joint-stock companies: accounting for transactions with own shares
According to Articles 72 and 75 of the Federal Law of December 26, 1995 N 208-FZ (as amended from June 13, 1996, May 24, 1999, August 7, 2001, March 21, 2001, October 31, 2001) “On Joint Stock Companies” (hereinafter referred to as Law) the following cases of a company receiving its own shares from shareholders are possible:
withdrawal of incompletely paid shares from shareholders;
repurchase of own shares for the purpose of resale;
repurchase of own shares and their subsequent cancellation in order to reduce the authorized capital of the company;
repurchase of own shares at the request of shareholders in cases specified by the Law.
Let's consider these situations in the context of recent changes to the Law.
Correspondence for postings
By debit | By loan |
50 Cashier 51 Current accounts 52 Currency accounts 55 Special bank accounts 91 Other income and expenses | 73 Settlements with personnel for other operations 80 Authorized capital 91 Other income and expenses |
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Accounting: implementation
Debit 76 Credit 91-1 – shares (shares) of another organization were sold (transferred);
Debit 91-2 Credit 58-1, 76 – the cost of shares (shares) and expenses associated with the sale (transfer) of shares (shares) are written off.
This procedure follows from the Instructions for the chart of accounts (accounts 58, 91, 76), paragraph 7 of PBU 9/99 and paragraph 11 of PBU 10/99.
In accounting when disposing of shares (interests), include in the organization’s income:
- proceeds from sales (for example, provided for in a purchase and sale agreement, exchange). Do this at the moment of transfer of ownership of the financial investment to the counterparty;
- the amount of the reserve for the impairment of retired shares (stakes) not traded on the organized securities market (if one was created). Do this at the end of the accounting period in which the unlisted shares or interests are disposed of.
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This procedure is established by paragraphs 34 and 40 of PBU 19/02, as well as paragraphs 7 and 16 of PBU 9/99.
Costs associated with the disposal of shares (shares) should be taken into account at the time of transfer of ownership of the financial investment to the counterparty. Include in expenses:
- cost of acquisition of retired shares (shares);
- other expenses associated with disposal (for example, payment for the services of an intermediary, depository, bank, etc.).
This procedure is established by paragraphs 26, 30 and 36 of PBU 19/02, as well as paragraphs 11 and 17–19 of PBU 10/99.
In this case, determine the expenses in the form of the cost of acquiring retiring financial investments depending on what is retiring:
- a share that is traded (quoted) or not traded (not quoted) on an organized securities market;
Determine the value of listed shares taking into account the latest revaluation carried out by the organization based on market value.
Determine the value of unquoted shares in one of the following ways:
- at the original cost of the retiring unit;
- at the average initial cost;
- at the original cost of the first financial investments acquired (FIFO method).
Determine the cost of disposal of the share based on the initial cost of its acquisition.
The chosen method of evaluating a particular financial investment should be reflected in the organization’s accounting policies for accounting purposes.
This procedure is established by paragraphs 26 and 30 of PBU 19/02 and paragraphs 7 and 8 of PBU 1/2008.
For more information on the rules for determining the cost of disposal of shares and unquoted shares, see the appendix to PBU 19/02 (clause 33 of PBU 19/02).
An example of how to reflect in accounting and taxation the sale of shares traded on the organized securities market. The organization applies a general taxation system
On July 22, Alfa JSC sold 2,000 shares of Proizvodstvennaya JSC that it owned at a price of 5,800 rubles. for each share (purchased in the previous year). The purchase and sale took place outside the organized securities market. Shares are traded on the securities market. Their last revaluation was carried out by Alpha on June 30.
The unit of accounting for financial investments is the share.
Debit 76 Credit 91-1– 11,600,000 rub. (RUB 5,800/piece × 2,000 pieces) – income from the sale of one share is reflected;
Debit 91-2 Credit 58-1– 12,000,000 rub. (6,000 rubles/piece × 2,000 pieces) – the cost of the sold share is written off.
At the same time, Alpha’s analytical accounting reflects the disposal of 2,000 accounting units - according to the number of Master shares sold.
Thus, the result from the sale of shares in accounting is a loss in the amount of 400,000 rubles. (RUB 11,600,000 – RUB 12,000,000).
The organization calculates income tax on a monthly basis and uses the accrual method. The value of shares in tax accounting is determined by the unit cost.
As of the date of drawing up the purchase and sale agreement, the price range for Master shares was from 5,000 rubles. up to 5800 rub. for one share. Thus, the price of the purchase and sale transaction (RUB 5,800) exceeds the minimum price prevailing on the securities market on the date of the transaction. Therefore, Alpha’s accountant, when calculating income tax, took into account income based on the actual transaction price of 11,600,000 rubles. (RUB 5,800/piece × 2,000 pieces).
As part of expenses when calculating income tax, Alpha's accountant took into account the initial cost of acquiring Master's shares in the amount of 13,000,000 rubles. (RUB 6,500/piece × 2,000 pieces).
Thus, the result from the sale of shares in tax accounting is a loss in the amount of 1,400,000 rubles. (RUB 11,600,000 – RUB 13,000,000).
Debit 68 subaccount “Calculations for income tax” Credit 99 subaccount “Permanent tax assets” – 200,000 rubles. ((6500 rub. – 6000 rub.) × 2000 pcs. × 20%) – a permanent tax asset is reflected.
Situation: how to reflect in accounting the return of a previously sold share in an LLC to a citizen. The person did not pay the money and, according to the agreement, must return the share? Information about his participation in the company was entered into the Unified State Register of Legal Entities.
In this case, reflect the return of the share as its acquisition.
For accounting purposes, reflect the share in the LLC, which was returned by the citizen under the terms of the agreement, as a financial investment (clauses 2 and 3 of PBU 19/02). Take it into account in account 58 “Financial investments”, subaccount 1 “Units and shares” at the initial sale price.
Debit 76 Credit 91-1 – share in the organization sold;
Debit 91-2 Credit 58-1, 76 – the cost of the share and expenses associated with its sale are written off.
Debit 58-1 Credit 76 – the previously sold share was returned due to a violation of the terms of the contract.
This procedure follows from the Instructions for the chart of accounts (accounts 58, 91, 76).
The procedure for recording repo transactions with shares in accounting is similar to the procedure established for repo transactions with bonds.
Redemption of own shares from the founder: accounting and taxation
/ 100 rub.).
20 shares remained unpaid for a total amount of 2,000 rubles. at nominal value:
Debit 81, Credit 75-1 - 2000 rubles. (20 shares) - reflects the par value of the returned shares that were not paid by the shareholder upon expiration of the payment period established by the agreement;
Debit 80, Credit 81 - 1000 (20 / 2) x 100 rub. — half of the shares withdrawn from the shareholder are redeemed, with a corresponding reduction in the authorized capital (at par value).
When selling shares to another person:
Debit 91-2, Credit 81 - 1000 rub. — the par value of the sold own shares was written off (10 shares);
Debit 51, Credit 91-1 - 1100 rubles. — revenue from the sale of own shares is reflected (at a price not lower than the par value);
Debit 91-9, Credit 99 - 100 rub. — profit from the sale of shares is reflected.
Dividend distribution
Holders of shares (joint stock participants) have the right to receive income on them (dividends). This income represents part or all of the net profit generated by the joint-stock company for the corresponding period (quarter, six months, year). Fundamental decisions on the share of distributed profits and the frequency of dividends are made by the general meeting of shareholders. A similar meeting is also held at the end of the relevant period, determining at it:
- the specific total amount of dividend payments;
- form and timing of payments;
- the amount of amounts attributable to each of the types of shares existing in the joint-stock company (preferred, ordinary);
- date for compiling the list of shareholders.
However, the possibility of making a decision on the payment of dividends and the very fact of their payment are made dependent on a number of circumstances (clauses 1, 4 of Article 43 of the Law of the Russian Federation of December 26, 1995 No. 208-FZ), obliging to have on both of these dates:
- fully paid management company;
- the value of the NAV is greater than the sum of the authorized capital, the reserve fund and the excess of the value of preferred shares over the par value, and this ratio must be maintained even after the payment of dividends;
- absence of signs of bankruptcy, including after the issuance of dividends;
- the completed process of repurchasing shares in accordance with the existing requirements of shareholders.
Read about the methods that entail the possibility of increasing the NAV in the article “The procedure for increasing net assets by the founders (nuances).”
An important point is also compliance with the legally established sequence in determining the amounts to be paid (clauses 2–3 of Article 43 of the Law of the Russian Federation of December 26, 1995 No. 208-FZ). First, they are calculated for preferred shares, for which advantages have been established, then for other preferred shares, and only after that for ordinary shares.
Dt 84 Kt 70;
Dt 84 Kt 75.
Dt 70 Kt 68;
- for other participants - personal income tax (for individuals) or income tax (for legal entities):
Dt 75 Kt 68.
Dt 70 Kt 50 (51);
Dt 75 Kt 50 (51, 52).
Taxes are transferred to the budget no earlier than dividends are paid. Therefore, dividends not received within the period established by law (3 years of limitation or 5 years, if determined by the charter of the joint-stock company) in full can be restored as part of net profit:
- The unpaid amount of taxes was returned to accruals:
Dt 68 Kt 70 (75);
- Unreceived dividends are included in profit:
Dt 70 (75) Kt 84.
For more information about the procedure for calculating dividends, withholding taxes on them and the timing of their payment, read the material “Accounting entries when paying dividends.”
One of the conditions for classifying shares as financial investments is the likelihood of receiving income from them (clause 2 of PBU 19/02). Moreover, such income is not only an increase in the value of shares or the possibility of selling at a price higher than the cost of acquisition, but also the regular receipt of dividends. Their total volume and frequency of receipt are tied to decisions made by the participants (shareholders) of the joint-stock company themselves. And the amount of income per share depends on its type:
- privileged, which, in turn, may have several subtypes;
- ordinary.
Dt 51 Kt 76.
Dt 76 Kt 91.
Dividend income paid to a legal entity is subject to income tax at the source of payment. Therefore, they are received by the shareholder in the amount minus this tax, and when determining his own profit base, the recipient of dividends does not take them into account in this base.
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If a legal entity receiving dividends is also a source of payment for other persons, then the income tax paid by it on dividends can be reduced by reducing the total amount of accrued dividends subject to this tax by the amount of dividends received (clause 2 of Art. 214 and paragraph 2 of Article 275 of the Tax Code of the Russian Federation).
Read more about the algorithm for calculating tax on dividends in the material “How to correctly calculate tax on dividends?”
Common entries for transactions with securities purchased from shareholders
- Operations for the repurchase of an organization’s own shares from shareholders (acquisition of shares of owners in a company or partnership)
Dt81 Kt50,51,52,55 – in cash at the cash desk or by bank transfer.Dt81 Kt75 - for the acquisition of shares contributed by the owners when they decided to leave the founders of the legal entity.
- Reducing the size of the organization's authorized capital by canceling some of its own securities acquired from shareholders
- Fixing the difference between the funds spent on returning the company's own securities to the company's property and the face value of the security itself
Dt91.02 Kt81 - if costs exceeded the nominal value.Dt81 Kt91.01 - if the nominal value exceeded the costs.
Questions and answers on the topic
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In accordance with international standards of financial accounting and reporting, liabilities are understood as the sources of funds of an enterprise. The liabilities side of the balance sheet reflects decisions on the selection of sources of financing for the enterprise's investment decisions, the result of which are acquired assets. The main sections of the balance sheet liabilities are:
1) own capital;
2) long-term accounts payable (long-term liabilities, long-term borrowed capital);
3) short-term accounts payable (short-term liabilities, short-term borrowed capital).
The items “Long-term liabilities” and “Short-term liabilities” in the balance sheet of a Western enterprise can be combined under the name “external liabilities”. In accordance with international financial accounting and reporting standards, external liabilities are understood as future losses in economic benefits that may arise as a result of an enterprise's existing obligations to transfer funds or provide services to other enterprises as a result of concluded transactions or events.
Section "Equity". As mentioned above, the basic course of financial management examines the management of funds of a joint-stock enterprise. At the stage of creating a joint-stock enterprise, equity capital is equal to share capital. The equity capital of an operating enterprise includes:
1) invested capital, including:
— share capital;
- Extra capital;
— funds and reserves;
2) retained earnings.
Article "Share Capital". Typically, the balance sheet shows the authorized share capital and the number of shares actually issued at the balance sheet date (shares issued are treasury shares in the portfolio). Shares are reflected in the balance sheet according to their type in the items: “common shares” and “preferred shares”. Common shares give their owners the right to vote at shareholders' meetings. Unfixed dividends are accrued on common shares, the amount and payment of which depend on the financial results of the enterprise. Preferred shares do not give their owners voting rights at shareholders' meetings. Preferred shares accrue fixed dividends, the payment of which, in general, does not depend on the financial performance of the enterprise. Preferred shares may be cumulative or non-cumulative. Cumulation means the property of maintaining dividends. If in some year, due to the difficult financial situation of the enterprise, dividends on common and even preferred shares were not paid, the owners of cumulative shares will be able to receive them in subsequent periods. For non-cumulative shares, dividends not paid in the current period are not retained in subsequent periods.
Owners of preferred shares have a preferential right to receive dividends and return of invested capital in the event of liquidation of the enterprise. Shares have a par value, at which they are recorded on the balance sheet, and an exchange (market) value.
The item “Additional capital” is formed due to:
1) share premium from the sale of part of the shares at a price higher than the nominal price;
2) increase in the value of non-current assets (revaluation reserve);
3) positive exchange rate difference on foreign currency deposits in the authorized capital.
The item “Reserve capital” includes various funds and reserves that are created in case of unforeseen expenses and are considered as a reasonable precaution. Depending on the sources of formation and terms of use, funds and reserves can be reflected both in the “Equity” section and in the “Debt capital” section.
The following groups of reserves are distinguished:
1) upon establishment:
— reserves prescribed by law;
— voluntary reserves (formed in accordance with the constituent documents);
2) by character.
a) reserves that have the nature of additional capital;
b) reserves intended to cover current or future losses or expenses, including:
— reserve for doubtful debts;
— compensation funds (depreciation funds, etc.).
In the classification by nature, the first group of reserves represents reserve capital, the source of which is net profit. The second group of reserves represents estimated reserves. The source of their formation is gross profit. Valuation reserves are created in order to protect the enterprise from unstable market conditions and inflationary losses and are reflected in the statements in the form of discounts subject to deduction from the corresponding balance sheet asset items.
The item “Retained earnings” includes both retained earnings (uncovered loss) of previous years and retained earnings (uncovered loss) of the reporting period.
The article “Retained earnings” records the accumulated profit indicator calculated in the statement of accumulated profit.
As part of the accumulated profit, a profit reserve may be allocated, which is formed by annual deductions from net profit until the value of the reserve reaches a certain value (25% of the value of share capital). This reserve is not affected by the distribution of dividends, but can be used to maintain them at the proper level in unprofitable years or converted into share capital by resolution of the board of directors. The “Long-term liabilities” section includes liabilities that must be repaid within a period exceeding a year, including:
1) long-term accounts payable;
2) long-term bonds;
3) lease payments;
4) arrears of pension payments.
The item “Long-term accounts payable” includes liabilities for long-term loans received by the enterprise.
Purchasing someone else's shares
Other people's shares can get into the organization in several ways. But, since ownership of shares of another legal entity presupposes participation in its capital as a shareholder, in any of the methods of receipt they will be reflected in a separate sub-account specially designed for this purpose in the financial investment accounting account 58-1 (chart of accounts approved by order of the Ministry of Finance of the Russian Federation dated October 31, 2000 No. 94n).
- name of the issuer;
- numbers of documents and their denomination;
- purchase price.
Postings on receipt of shares will correspond with accounts reflecting the source of their receipt:
- upon acquisition from the primary issuer or other person:
Dt 58-1 Kt 76;
- upon receipt as a contribution to your own management company:
Dt 58-1 Kt 75;
- in case of gratuitous receipt (donation):
Dt 58-1 Kt 91.
Dt 76 (75) Kt 50 (51, 52).
If payment for shares occurs at the expense of property (which, among other things, may be depreciable and subject to VAT upon its acquisition), then the entries for closing the debt will have the following sequence:
- the residual value of the disposed object is formed:
Dt 02 (05) Kt 01 (04);
- transfer of property is reflected:
Dt 76 Kt 01 (04, 10, 11, 21, 41, 58);
- VAT on transferred property is restored:
Dt 76 Kt 68;
- the value of the transferred property is brought to the agreed value in the transfer documents:
Dt 76 Kt 91 (or Dt 91 Kt 76).
Acquired shares are reflected in accounting at the amount of costs for their acquisition (clauses 8–14 of PBU 19/02). Their further assessment depends on whether they are quoted on the securities market:
- if not, then the assessment remains equal to the original (clause 21 of PBU 19/02);
- if yes, then it is brought to the market level by monthly or quarterly revision (clause 20 of PBU 19/02) with the difference attributed to the financial result:
Dt 58-1 Kt 91 (or Dt 91 Kt 58-1).
Dt 26 (44) Kt 76.
Dt 91 Kt 59.
The amount of this reserve can be adjusted either upward or downward, up to and including its cancellation.
Read more about the rules for accounting for financial investments in the article “Accounting for financial investments - PBU 19/02”.
When the par value of shares changes, their holder will reflect this with postings, depending on the funds used to do so:
- at the expense of the financial result of the legal entity issuing shares:
Dt 58-1 Kt 91 - with an increase in the Criminal Code,
Dt 91 Kt 58-1 - with a decrease in the Criminal Code;
- at the expense of the founder (participant):
Dt 76 Kt 91 and Dt 58-1 Kt 76—with an increase in the Criminal Code,
Dt 91 Kt 76 and Dt 76 Kt 58-1 - with a decrease in the Criminal Code.
Other people's shares can be removed from the organization in different ways, but before that the fact must be recorded in the register of shareholders.
Dt 91 Kt 58-1.
The assessment of the value of retiring shares that are not quoted on the securities market is determined by the accounting policy of the organization by choosing from its 3 existing methods (clause 26 of PBU 19/02):
- each unit;
- average cost;
- FIFO.
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Dt 76 Kt 91.
The amount of the created reserve for impairment will also be included here (in the debit of account 91).
The disposal of shares is not subject to VAT (subclause 12, clause 2, article 149 of the Tax Code of the Russian Federation).
Purpose of shares and actions performed with them
JSC issues this security. Their value at face value, circulation, and the amount of 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 do the following with shares:
- Issue additionally;
- Change the denomination;
- To be repurchased by the issuer;
- Cancel;
- Buy and sell, exchange, give;
- Invest in the management company.
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The procedure for selling shares and its reflection in accounting
Traditionally, buyout activities are carried out based on shareholder demands. The securities subject to redemption become the property of the company and are then resold, completely canceled or subject to distribution to shareholders.
The balance within this balance can be strictly debit or zero. Here are two key application features:
- despite the loud name of the account associated with shares, it can in practice be used not only by joint-stock companies, but also by limited liability companies in the process of repurchasing shares in the authorized capital;
- the only account in all accounting activities, the parameters of which are displayed in the passive part of the balance sheet using parentheses, namely in section 3 on line 1320.
The procedure in which the repurchase and sale of securities is carried out is established in the norms of the current legislation. It is considered common to all participants in the market space and requires compliance with a certain list of points and nuances.
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.
Dt | CT | |
75.1 | 80.1 | The amount of declared capital is reflected based on the Charter |
80.1 | 80.2 | The amount of subscription for securities is taken into account |
80.2 | 80.3 | Amount of shares actually paid |
08, 66, 67, 10, 50, 51, 52, 58, 01, 04 | 75.1 | |
19 | 75.1 | VAT allocated (from taxable property contributed to the contribution to the management company) |
68 | 19 | VAT is deductible |
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.
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.
Kt 006 and Dt 80.2 Kt 80.1 - the value of the shares is written off at par.
Dt 75.1 Kt 83 - the difference in prices is taken into account.
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.
Dt | CT | |
80 | 81 | Unpaid shares canceled |
81 | 75 | The company bought some of the securities and canceled them |
80 | 81 | |
80 | 84 | The JSC's loss is closed at the expense of the management company |
80 | 91 | The nominal value of the shares was reduced voluntarily, the JSC receives income |
80 | 75 | Shareholders receive profits |
Dt 84 Kt 70 - for employees;
Dt 84 Kt 75 - for other persons.
Dt 70 Kt 68 - personal income tax of employees;
Procedure
The procedure for repurchasing own shares can be organized in two ways.
- Redemption on the open market.
- Tender proposal.
The open market repurchase mechanism involves acting through a broker who will purchase shares at the current market price. The disadvantages of this approach are that in this case the procedure can take many months, and the number of shares in free float
) will decrease, which will negatively affect their liquidity.
An alternative to purchasing shares on the open market is a tender offer. In this case, the company itself sets the duration of its validity and the price at which it will carry out the repurchase (set at a premium to the current market price at the time of the announcement of the tender offer). The advantage of this procedure, compared to the previous one, is that the company’s management controls the timing and price. However, there is no guarantee that the stated repurchase volume will be achieved, as investors may find this offer unfavorable for themselves.