accounting for issue of shares and debentures define the issue price of shares define the issue...
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Accounting for issue of shares and debentures
Define the issue price of sharesDefine the issue price of sharesDifferentiate between preference shares, ordinary chares Differentiate between preference shares, ordinary chares and deferred shares and deferred shares Distinguish between issued capital, uncalled capital and Distinguish between issued capital, uncalled capital and share capital or paid-up capital share capital or paid-up capital Describe the concept of partly paid shares and calls on Describe the concept of partly paid shares and calls on unpaid share capitalunpaid share capitalAccount for public company share issuesAccount for public company share issuesDefine the various costs associated with share issues and Define the various costs associated with share issues and account for those costsaccount for those costsDifferentiate between debentures, mortgage debentures and Differentiate between debentures, mortgage debentures and unsecured notesunsecured notesAccount for the issue and redemption of debenturesAccount for the issue and redemption of debentures
Share Capital
•Owners of companies are called shareholders•Founding members are also known as subscribers•All shareholders are sometimes referred to as members•Shares in a Public company can be purchased when the company issues a prospectus•Shares in a Public company can also be traded on the stock exchange
Issue price of shares
Maximization of shareholder wealthMaximization of shareholder wealthEffect on the market price of existing sharesEffect on the market price of existing sharesRequirement to sell a desired volume of sharesRequirement to sell a desired volume of sharesExpectation of future profits and dividends to service the Expectation of future profits and dividends to service the new sharesnew sharesWhether ASX listing is proposed or already existsWhether ASX listing is proposed or already existsUsage of an underwriter Usage of an underwriter
Uncalled and paid up share capital
Shares can be issued to be paid in full or issued partly paid Shares can be issued to be paid in full or issued partly paid with the balance paid at a future date(s)with the balance paid at a future date(s)Amounts to be paid at a future date are referred to as callsAmounts to be paid at a future date are referred to as callsA company’s share capital is also referred to as paid-up A company’s share capital is also referred to as paid-up capital = number of shares issued by the amount that the capital = number of shares issued by the amount that the directors require as payment of sharesdirectors require as payment of sharesThe amount not required for payment is referred to as the The amount not required for payment is referred to as the uncalled amount uncalled amount
Share CapitalShare Capital Uncalled capitalUncalled capital
No of shares No of shares issuedissued
100,000100,000 100,000100,000
Amt Amt called/uncalledcalled/uncalled
0.500.50 1.501.50
TotalTotal $50,000$50,000 $150,000$150,000
Classes of Shares
Ordinary SharesOrdinary SharesPreference SharesPreference SharesDeferred or founder SharesDeferred or founder Shares
Ordinary Shares
Basic typeBasic typeFull voting rightsFull voting rightsRight to receive dividendsRight to receive dividends
Preference Shares
Preferential rights to a fixed rate of dividends before Preferential rights to a fixed rate of dividends before dividends to ordinary shareholders are declareddividends to ordinary shareholders are declaredRepayment of capital when company is wound upRepayment of capital when company is wound upParticipation in surplus assets and profitsParticipation in surplus assets and profitsCumulative and non-cumulative dividendsCumulative and non-cumulative dividendsVoting rightsVoting rightsPriority of payment of capital and dividendsPriority of payment of capital and dividends
Deferred or Founder Shares
Issued to initial subscribersIssued to initial subscribersDividends usually paid after being paid to other Dividends usually paid after being paid to other shareholdersshareholdersFounders are shareholders who start up the company Founders are shareholders who start up the company before shares are issued to the publicbefore shares are issued to the publicProvider establishment costs and issue the prospectusProvider establishment costs and issue the prospectus
Share Issue Procedure
Registration of membersRegistration of membersDisclosure of rights and liabilities of share issueDisclosure of rights and liabilities of share issue
The class of share being issuedThe class of share being issuedShare price and no of shares issuedShare price and no of shares issuedThe amount that must be paid for each share with the The amount that must be paid for each share with the application (on allotment and future calls)application (on allotment and future calls)The minimum subscriptionThe minimum subscriptionThe allotment processThe allotment processThe treatment of over subscriptionThe treatment of over subscription
Procedure for issuing shares under a prospectus
The Prospectus together with an application form is made The Prospectus together with an application form is made available to the general public.available to the general public.Application monies are held in trustApplication monies are held in trustMinimum subscription must be received before allotmentMinimum subscription must be received before allotmentAllotment at director’s discretionAllotment at director’s discretionAllotment advice is communicated to the applicantAllotment advice is communicated to the applicantAllotment monies may be required at this stage.Allotment monies may be required at this stage.
Share capital issued upon the registration of a company
SubscribersSubscribers DrDr
Share Share CapitalCapital
CrCr
Issue shares to SubscribersIssue shares to Subscribers
BankBank DrDr
SubscribersSubscribers CrCr
Subscriber Receipt upon PaymentSubscriber Receipt upon Payment
Share capital issued by prospectus
Payment in full on applicationPayment in full on applicationPart payment on application, balance payable on allotment Part payment on application, balance payable on allotment of the sharesof the sharesPart payment on application and allotment, with the Part payment on application and allotment, with the balance payable in callsbalance payable in calls
Shares issued fully paid on application
Fully paid on applicationFully paid on applicationNumber of shares issued by the directors agrees exactly Number of shares issued by the directors agrees exactly with the no applied forwith the no applied forAll applicants have been received with the full amountAll applicants have been received with the full amount
Shares issued fully paid on application Journal Entry
General JournalGeneral Journal
Trust Trust AccountAccount
DrDr
ApplicationApplication CrCr
Record the receipt of monies Record the receipt of monies from applicantsfrom applicants
Shares issued fully paid on application Journal Entry
General JournalGeneral Journal
ApplicationApplication DrDr
Share Share CapitalCapital
CrCr
Allot shares to ApplicantsAllot shares to Applicants
Shares issued fully paid on application Journal Entry
General JournalGeneral Journal
BankBank DrDr
Trust Trust AccountAccount
CrCr
Issuing of Shares to ApplicantsIssuing of Shares to Applicants
Under subscribed and oversubscribed share issue Jnl
Entry
General JournalGeneral Journal
Trust AccTrust Acc DrDr
ApplicationApplication CrCr
Applicants depositsApplicants deposits
Under subscribed and oversubscribed share issue Jnl
Entry Cont.
General JournalGeneral Journal
ApplicationApplication DrDr
Share Share CapitalCapital
CrCr
Allot shares to ApplicantsAllot shares to Applicants
Under subscribed and oversubscribed share issue Jnl
Entry Cont.
General JournalGeneral Journal
ApplicationApplication DrDr
Trust AccTrust Acc CrCr
Refund Applicants depositsRefund Applicants deposits
Under subscribed and oversubscribed share issue Jnl
Entry Cont.
General JournalGeneral Journal
BankBank DrDr
Trust AccTrust Acc CrCr
Issue Shares to Applicants Issue Shares to Applicants
Shares issued partly paid on application with the balance
payable on allotment
General JournalGeneral Journal
Trust Trust AccountAccount
DrDr
ApplicationApplication CrCr
Record receipt of application Record receipt of application monies monies
Shares issued partly paid on application with the balance
payable on allotment
General JournalGeneral Journal
ApplicationApplication DrDr
Share capitalShare capital CrCr
Allot shares to applicants Allot shares to applicants
Shares issued partly paid on application with the balance
payable on allotment
General JournalGeneral Journal
BankBank DrDr
Trust AccTrust Acc CrCr
Transfer trust account money Transfer trust account money
Shares issued partly paid on application with the balance
payable on allotment
General JournalGeneral Journal
AllotmentAllotment DrDr
Share capitalShare capital CrCr
Shares issued partly paid on application with the balance
payable on allotment
General JournalGeneral Journal
BankBank DrDr
AllotmentAllotment CrCr
Shares issued payable on application and allotment and
subject to future calls
General JournalGeneral Journal
Trust Trust AccountAccount
DrDr
ApplicationApplication CrCr
Record receipt of application Record receipt of application monies monies
Shares issued payable on application and allotment and
subject to future calls
General JournalGeneral Journal
ApplicationApplication DrDr
Share capitalShare capital CrCr
Allot shares to applicantAllot shares to applicant
Shares issued payable on application and allotment and
subject to future calls
General JournalGeneral Journal
BankBank DrDr
Trust Trust AccountAccount
CrCr
Transfer trust account moniesTransfer trust account monies
Shares issued payable on application and allotment and
subject to future calls
General JournalGeneral Journal
AllotmentAllotment DrDr
Share capitalShare capital CrCr
Record amount owing on Record amount owing on allotmentallotment
Shares issued payable on application and allotment and
subject to future calls
General JournalGeneral Journal
BankBank DrDr
Allotment Allotment CrCr
Record receipt of allotment Record receipt of allotment moniesmonies
Shares issued payable on application and allotment and
subject to future calls
General JournalGeneral Journal
CallCall DrDr
Share capital Share capital CrCr
Record amount owing by Record amount owing by shareholders for the callshareholders for the call
Shares issued payable on application and allotment and
subject to future calls
General JournalGeneral Journal
BankBank DrDr
CallCall CrCr
Record amount received in Record amount received in respect of the callrespect of the call
Calls in arrears
Call on shares is madeCall on shares is madeCo may not receive all call monies owedCo may not receive all call monies owedCall account remains in a debit balanceCall account remains in a debit balanceNew account – Call in arrears and the above is transferred New account – Call in arrears and the above is transferred to this accountto this accountCall in arrears = Shareholder equity account = reduction in Call in arrears = Shareholder equity account = reduction in share capitalshare capitalCo constitution may call for shareholders with calls in Co constitution may call for shareholders with calls in arrears to forfeit their shares and the share reissuedarrears to forfeit their shares and the share reissued
Retention of excess application monies
Prospectus issued calls for monies to be paid on Prospectus issued calls for monies to be paid on application, allotment and future callsapplication, allotment and future callsSome applicants may forward all monies in the hope that Some applicants may forward all monies in the hope that they receive preferential treatment.they receive preferential treatment.Co may choose to keep this money and allocate it against Co may choose to keep this money and allocate it against money owing on allotment and future callsmoney owing on allotment and future callsDirectors can only make this decision if allowed by Co Directors can only make this decision if allowed by Co constitutionconstitution
Retention of excess application monies
Amt received from Amt received from applications allocated applications allocated toto
Calls in Calls in AdvanceAdvance
Shares Shares applied applied forfor
Paid Paid to $to $
Amt Amt received received $$
SharesShares
AllottedAllotted
Application Application of $of $
Allotment Allotment of $of $
Call 1 Call 1 $$
Call 2Call 2
$$Application Application refund $refund $
Accounting for retention of excess application money
General JournalGeneral Journal
Trust Trust AccountAccount
DrDr
ApplicationApplication CrCr
Record the receipt of application Record the receipt of application moneymoney
Accounting for retention of excess application money
General JournalGeneral Journal
ApplicationApplication DrDr
Share CapitalShare Capital CrCr
Allot shares to applicantsAllot shares to applicants
Accounting for retention of excess application money
General JournalGeneral Journal
Allotment Allotment DrDr
Share CapitalShare Capital CrCr
Issue shares on allotmentIssue shares on allotment
Accounting for retention of excess application money
General JournalGeneral Journal
ApplicationApplication DrDr
Trust Trust AccountAccount
CrCr
Refund application moneyRefund application money
Accounting for retention of excess application money
General JournalGeneral Journal
BankBank DrDr
Trust Trust AccountAccount
CrCr
Transfer trust account moneyTransfer trust account money
Accounting for retention of excess application money
General JournalGeneral Journal
ApplicationApplication DrDr
AllotmentAllotment CrCr
Application money retained Application money retained against allotmentagainst allotment
Accounting for retention of excess application money
General JournalGeneral Journal
ApplicationApplication DrDr
Calls in Calls in AdvanceAdvance
CrCr
Excess application money Excess application money applied to future callsapplied to future calls
Accounting for retention of excess application money
General JournalGeneral Journal
CallCall DrDr
Share CapitalShare Capital CrCr
First CallFirst Call
Accounting for retention of excess application money
General JournalGeneral Journal
Cash in Cash in advanceadvance
DrDr
CallsCalls CrCr
Records calls in advance against Records calls in advance against callcall
Accounting for retention of excess application money
General JournalGeneral Journal
BankBank DrDr
CallsCalls CrCr
Call money owing is receivedCall money owing is received
Costs associated with share issue
Preparation of prospectusPreparation of prospectus Lodgment with ASICLodgment with ASIC PublicationPublication Receipt of moneyReceipt of money Issue of sharesIssue of shares Including stamp duty and taxes, professional advisers’ Including stamp duty and taxes, professional advisers’
fees, underwriting costs, commissions and brokerage fees, underwriting costs, commissions and brokerage feesfees
The above “equity issue costs” must be recognizedThe above “equity issue costs” must be recognized in in equityequity
Indirect costs are not included as transaction costs.Indirect costs are not included as transaction costs.
Costs associated with share issue
General JournalGeneral Journal
Transaction Transaction costscosts
DrDr
BankBank CrCr
Recording of transaction costs as Recording of transaction costs as per AASB 1015per AASB 1015
Bookbuilding
Occurs where an investment banker solicits Occurs where an investment banker solicits bids from institutional investors prior to bids from institutional investors prior to pricing an equity issuepricing an equity issue
Stapled securities
Stapling is an arrangement under which Stapling is an arrangement under which different securities are quoted jointlydifferent securities are quoted jointly
Issuing Debentures Issuing of debtIssuing of debt Attracts interestAttracts interest Must be repaid in a specified time frameMust be repaid in a specified time frame BorrowerBorrower Lender = principalLender = principal Interest = Charge (Fixed or Floating)Interest = Charge (Fixed or Floating) Maturity dateMaturity date RedemptionRedemption Issued via prospectus to the general public and also privately to Issued via prospectus to the general public and also privately to
elite fewelite few Must appoint a trusteeMust appoint a trustee Clear disclosure of all matters relating to the debenturesClear disclosure of all matters relating to the debentures
Mortgage Debenture
Secured by a first mortgage over land and/or buildingsSecured by a first mortgage over land and/or buildings Cannot exceed >60% of the value of assetCannot exceed >60% of the value of asset Limits rights to resell/transfer assetLimits rights to resell/transfer asset Trustee can take possession and sell to repay debenture Trustee can take possession and sell to repay debenture
holdersholders
Unsecured Note
Debt which is not secured by any charge over assetsDebt which is not secured by any charge over assets Higher risk = higher rate of interestHigher risk = higher rate of interest
Convertible Note
Allows debenture holder to convert debt to paid up Allows debenture holder to convert debt to paid up share capital or cash upon maturityshare capital or cash upon maturity
Contrast Funds from equity and debt
SharesShares DebtDebtOwnership entitlementOwnership entitlement No Ownership entitlementNo Ownership entitlement
Voting rightsVoting rights No Voting rights No Voting rights
Dilute ownershipDilute ownership Do not share profitsDo not share profits
Payment of Dividend is at discretion of Payment of Dividend is at discretion of DirectorsDirectors
Fixed regular incomeFixed regular income
Does not have to be repaidDoes not have to be repaid Must be repaidMust be repaid
No restriction on amount of share issueNo restriction on amount of share issue Specific debt/equity ratioSpecific debt/equity ratio
Dividends = ProfitDividends = Profit Interest = ExpenseInterest = Expense
Accounting entries for the issue and redemption of debentures
General JournalGeneral JournalTrust Account- Trust Account- DebenturesDebentures
DrDr
Application - Application - DebenturesDebentures
CrCr
Accounting entries for the issue of debentures
General JournalGeneral Journal
Application - Application - DebenturesDebentures
DrDr
DebenturesDebentures CrCr
Trust Acc - Trust Acc - DebenturesDebentures
CrCr
Allot debentures and refund Allot debentures and refund excess application moniesexcess application monies
Accounting entries for the issue of debentures
General JournalGeneral Journal
BankBank DrDr
Trust Acc - Trust Acc - DebenturesDebentures
CrCr
Transfer of trust moniesTransfer of trust monies
Making annual interest payments on debentures
General JournalGeneral Journal
InterestInterest DrDr
BankBank CrCr
Payment of interestPayment of interest
Making annual interest payments on debentures
General JournalGeneral Journal
Interest on Interest on debenturesdebentures
DrDr
Accrued Accrued expenseexpense
CrCr
Interest incurred but not due for Interest incurred but not due for payment on annual balance datepayment on annual balance date
Making annual interest payments on debentures
General JournalGeneral Journal
Accrued Accrued expenseexpense
DrDr
Interest on Interest on debenturesdebentures
CrCr
Reversal entryReversal entry
Accounting entries for the redemption of debentures
General JournalGeneral Journal
Interest - Interest - DebenturesDebentures
DrDr
BankBank CrCr
Final interest paymentFinal interest payment
Accounting entries for the redemption of debentures
General JournalGeneral Journal
DebenturesDebentures DrDr
BankBank CrCr
Payment of debenture holders on Payment of debenture holders on redemptionredemption
Accounting entries for the redemption prior to maturity
at a discount
General JournalGeneral Journal
DebenturesDebentures DrDr
Discount on Discount on debenture redemptiondebenture redemption
CrCr
BankBank CrCr
Payment of debenture holders on Payment of debenture holders on redemption at discountredemption at discount
Alternate accounts for debt issues
DebentureDebenture Mortgage Mortgage DebentureDebenture
Unsecured Unsecured NoteNote
ApplicationsApplications ApplicationsApplications ApplicationsApplications
DebenturesDebentures Mortgage Mortgage DebenturesDebentures
Unsecured Unsecured NotesNotes
InterestInterest InterestInterest InterestInterest
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