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How to reflect in accounting and taxation the acquisition of shares (stakes) of other organizations. Accounting for transactions with shares of other enterprises

According to these data, dividends are calculated and the rights of shareholders in the management of the company are determined. Let us consider in more detail how the issue of shares is displayed in the BU (we will not ignore the postings that are used to account for corporate rights).

Formation of the Criminal Code

JSC activities are regulated by the Federal Law No. 208 of the same name. This law describes the procedure for the creation and reorganization of companies, the rights and obligations of the founders. According to Art. 7, in closed joint-stock companies, shares are distributed only among participants. According to Art. 9, the founders conclude an agreement on the establishment of a company, which spells out the procedure for carrying out activities, the amount of capital, types of shares, and the procedure for their payment. Section I of the balance sheet liability is formed at the cost of the Central Bank. It is the same for all ordinary shares. After the state registration of the JSC, 50% of the Central Bank must be repaid within 3 months, and the rest - within a year.

Share Issue Accounting

According to PBU, account 80 "Authorized Capital" displays information on the composition and movement of capital. The balance corresponds to the volume of the company's own funds. The amount of debt of the founders is displayed by posting KT 80 DT 75-1. The receipt of money in payment for corporate rights is reflected in CT 75-1. Analytics is carried out for each participant.

In order for postings on shares to fully reflect the rights of all founders, the stages of capital formation and types of securities, it makes sense to open sub-accounts for account 80 that contain information about the movement of different:

  • 80-1 "Declared" - used to reflect the nominal value of securities intended for sale.
  • 80-2 "Subscribed" - used to account for securities with a subscription.
  • 80-2-1 "Corporate rights of the first founder".
  • 80-2-n "Central Bank of the n-th founder".
  • 80-3 "Paid" - the value of redeemed securities.

Example

Three founders decided to found a JSC. Capital in the amount of 800 thousand rubles. divided into 800 shares. The nominal value of the Central Bank: 800,000: 800 = 1000 rubles. The shares are distributed among the founders in the following proportion: 40%, 35% and 25%. When placing, 50% of the Central Bank was paid. The rest is due in three months.

For the purposes of NU, income in the form of property received as a contribution to the capital of an organization is not taken into account when determining the basis for calculating the NPP (Article 1 of the Tax Code of the Russian Federation). Let's display the issue of shares in the BU. Postings are presented in the table below.

Operations

Amount (thousand rubles)

Registration of CJSC

Reflected by the Criminal Code in accordance with the charter

Payment of 50% of the shares from the share of each participant

first (800 x 40%)

second (800 x 35%)

third (800 x 25%)

The report on the issue of the Central Bank was approved

Reflected share price:

first founder

second founder

third founder

The cost of paid securities is reflected: by the first participant

second participant

third party

Entries in the BU on the date of completion of payment

Funds received from the remaining part of the Central Bank:

first founder (320 -160)

second founder (280 - 140)

third founder (200-100)

The cost of paid securities is reflected (for each shareholder)

Reflecting the issue of book-entry shares do not differ from those presented above. Confirmation of the contribution to the company is a certificate or an extract from the register of the owners of the securities.

Forms of strict reporting

Paper certificates must be accounted for on account 006. A certain time passes between the production of forms and their placement. When paying for the services of a printing house, the following postings are generated:

  • DT20 KT60 and DT60 KT51 - in the amount of actual manufacturing costs.
  • DT 006 - for the par value of shares.

As the forms are actually retired, they are written off by recording KT 006.

Change in capital

Article 28 of Federal Law No. 208 provides for an increase in the authorized capital in a CJSC through an additional issue of shares. The corresponding decision is made at the meeting of shareholders. The number of additional shares, their type, method of placement, price, form of payment are also determined at the meeting of shareholders. Securities may be paid for in cash or property rights. In the second case, an independent expert is involved in evaluating the transferred property. Decree No. 19 of the FC Central Bank regulates the issue of additional shares. Accounting entries are entered on the basis of a report on the results of the issue: the value of shares, their number and categories.

In the example below, materials will be used to pay for securities. To account for them, an account of the same name 10 is provided in the accounting system. If the placement price is higher than the par value of the securities, then the difference between the amounts received is referred to. Also in the example, the following postings for shares will be used:

  • KT 80 DT 75-1 - increase in the authorized capital through the issue of shares.
  • KT 83 DT 75-1 - creation of additional capital.

The nominal value of the issue is taxed at a rate of 0.8% (FZ No. 2023-1). The amount payable is determined by the enterprise on its own and transferred to the federal budget along with the documents for registration of the issue. In accounting records, the accrual of tax on transactions with the Central Bank is reflected in the entry DT 91-2 “Other costs”, KT 68 “Tax calculations”. State registration of the issue of additional shares is carried out if the number of subscribers exceeds 500.

Example

The founders of the OJSC decided to increase the authorized capital by 0.5 million rubles by issuing 500 securities with a starting cost of 1 thousand rubles. at a price of 1050 rubles. As a result of the issue, all shares were sold. Of these, 300 pieces were paid for in cash, and for the rest the OJSC received materials in the amount of 210 thousand rubles. Display the issue of additional shares. Wiring:

Operation

Amount (thousand rubles)

Tax charged on transactions with the Central Bank (500 x 0.8%)

Transferred money to pay taxes

The money received from the founders was credited in payment to the Central Bank (300 x 1.05)

Materials received as payment for shares

Increased UK

The amount of additional capital is reflected (300 x 1.05 + 210 - (500 x 1))

Contribution to the authorized capital can be paid at the expense of goods that are preliminarily evaluated by an independent expert at market value. Consider how records are formed that reflect the accounting for the release of finished products. Accounting entries:

DT 43 KT 20 - release of goods by the main (auxiliary, servicing) production.

Here is how the additional issue of shares is accounted for. The entries presented earlier can be used in case of payment of the contribution by other property, for example, fixed assets.

Decrease in capital

The authorized capital may be reduced by changing the nominal value or buying back own securities in order to reduce them. At the same time, the new amount of own funds should not be less than that provided by law. If the first method is used, then additional shares are issued, the entries for which will be discussed later, of a lower value, which are converted into outstanding securities. On the basis of the emission report At the same time, the amount of the issue of the securities, which is intended to reduce the authorized capital, is not an object of taxation.

Example

By decision of the founders, the management company of the OJSC is reduced by 300 thousand rubles by converting securities. The difference between the nominal and market values ​​is paid to the founders upon issuance. The transfer of money is carried out by an agent whose services cost 12 thousand rubles including VAT. Let's display the issue of additional shares in the BU. Wiring:

Operation

Amount (thousand rubles)

Amount payable upon conversion of shares transferred to the agent

Disbursed funds to shareholders

Agent's fee (with VAT)

Agent fee paid

Decrease in UK reflected

Cancellation of the Central Bank

When an organization repurchases its own shares in accounting records, there may be a difference between the nominal and actual price paid. It is accounted for under item 80 (if the price is below par) or as part of equity (if the price is above par), as well as under item “Other monetary instruments” (account 56). Most often, securities are redeemed at a lower value. Consider the standard wiring:

  • DT56 KT50(51) - the cost of shares redemption costs has been taken into account.
  • DT56 KT80 - excess of the nominal value over the redemption value.
  • DT88 KT56 - excess of the redemption value over the face value.

If securities are redeemed for the purpose of cancellation, then the following transactions are formed:

  • DT80-3 KT80-1 - decrease in the cost of paid-in capital.
  • DT80-1 KT56 - the amount of canceled shares (the entry is formed after changes are made to the charter)
  • DT48 KT56 - reflects the nominal value of the sold securities.
  • DT51(50) KT48 - cash received as payment for sold shares.
  • DT48(80) KT80(48) - received profit (loss) from operations with the securities.

Reorganization

Sometimes it may be necessary to change the nominal value of shares by splitting or consolidating them. If the amount received clearly corresponds to the size of the CC, no additional postings are generated in the BU. Changes are made only to the register of shareholders. If the size of the UK is not clearly divided by the number of new founders (for example, with a capital of 6 thousand rubles, the number of securities is reduced from 300 to 25), then changes are made to the statutory documents, an additional issue of shares is formed. The wiring used is the same as above.

Any commercial company may become one of the founders of another enterprise (organization). As such, it must list contribution to its share capital. For the parent company, this contribution is a long-term financial investment for which it receives its dividends (share of profits). The accounting of this joint business is due to business transactions in long-term securities such as shares.

If company carries out contribution to the authorized capital of another organization that is not a joint-stock company, in the form of material assets (for example, a certain amount of goods), then the following entries are made in accounting:

Dt41 Kt68 - restored in cost goods the amount of VAT credited to the budget;

Dt58 Kt41 - the book value of goods was written off, including VAT;

Dt58 Kt98 - deferred income is reflected if the estimated value of financial investments is higher than the book value cost goods;

Dt91 Kt58 - current expenses are reflected if the estimated value of financial investments is lower than the book value cost goods where: check 41 "Goods", check 58 "Financial investments", check 68 "Calculations for taxes and fees check 91 "Other income and expenses", check 98 "Deferred income".

On your contribution in the authorized capital of another enterprise, the investor receives dividends, which are reflected in his accounting records in the form of operating income:

Dt76 Kt91 - dividends were accrued on contribution to another company;

Dt51 Kt76 - dividends received from a contribution to another enterprise,

where: check 51 "Settlement accounts", check 76 "Settlements with different debtors and creditors", check 91 "Other income and expenses".

Dividends received from participation in the activities of another enterprise (when making a contribution of valuables to its authorized capital) are subject to income tax "at the source of payment", i.e. the tax amount is withheld and transferred to the budget by the organization to which the contribution was made. In this case, she is called a tax agent.

2.2. Accounting for transactions with shares

A share is a security that confirms its owner's contribution to the authorized capital of a joint-stock company, giving the right to receive income from its activities, distribute the balance of property during the liquidation of the company and, as a rule, to participate in the management of this company. Shares are issued only by non-governmental organizations for a long period and do not have fixed circulation periods.

Shares are nominal and bearer; ordinary and privileged.

Registered shares contain the name of the owner. Their movement is reflected, indicating in it data on each registered share, the time of its acquisition and the number of shares from individual shareholders.

For bearer shares, only their total number is recorded in the book.

Ordinary shares do not give the owner pre-emptive rights to receive dividends, but give the right to vote in a joint-stock company.

Preferred shares provide the owner with a pre-emptive right to receive dividends in the form of a guaranteed fixed percentage, but do not give him the right to vote in a joint-stock company, unless otherwise provided by the charter. For a long period of time, shares are acquired in order to obtain long-term permanent income or in order to influence the economic policy of a third-party joint-stock company. To do this, it is necessary to have a controlling stake, i.e. 50% plus one voting share. But in some cases, the organization acquires a block of shares for a period of less than one year. The purpose of such an acquisition is usually to receive income as a result of a profitable sale of a block of shares when their price increases on the stock exchange. Here, the correct choice of the moment of sale is important, when the rate continues to grow, but the moment of stopping its growth and the beginning of its fall is close.

The amount of dividends on ordinary shares is determined once a year by the Board of Directors of the joint-stock company, based on the profit received and the need for its use for the development of the joint-stock company and is approved by the meeting of shareholders.

To reflect the presence and movement of investments in shares of joint-stock companies, a sub-account 58.1 "Shares and shares" is opened to account 58. If the shares are not paid in full, but the investor is entitled to receive dividends, then the shares are credited at the full amount of actual costs. This is done by wiring:

Dt 58 "Financial investments", subaccount "Shares and shares"

Kt 51 "Settlement accounts", 52 "Currency accounts", 50 "Cashier" - for the paid value of shares

Kt 76 "Settlements with various debtors and creditors" - for the unpaid part of the value of shares.

Dt c. 68 "Calculations for taxes and fees"

ct c. 76 "Settlements with different debtors and creditors".

The amount of income tax that is paid at the source of payment of dividends is reflected:

Dt c. 91 "Other income and expenses"

ct c. 68 "Calculations on taxes and fees".

The transfer of ownership of securities and the rights attached to them depends on the method of storage and accounting of securities: in a depository or a special system for maintaining a register of shareholders. If the ownership of the securities has not yet been transferred to the enterprise, then the amounts contributed to the account of the objects of financial investments to be acquired are shown in the assets of the balance sheet as debtors.

If the organization did not previously reflect the acquired securities on its balance sheet, but was registered in the register of shareholders as the owner of the securities at the time these securities were accepted for accounting, then income for income tax purposes does not arise.

At the same time, in the case “if the organization does not document the expenses associated with the acquisition of the above securities, then such securities should be taken into account in the zero assessment”.

- a security that certifies the amount of the deposit - a written certificate of the bank on the deposit of funds.

Types of financial investments and their evaluation

The implementation of financial investments should be preceded by a thorough analysis of the market of financial assets, which contributes to the choice of the best option that ensures the reliability and profitability of investments.

Financial investments- investments in and securities of other organizations, acquisition costs; funds lent on the territory of Russia and abroad; deposits in credit institutions; receivables acquired on the basis of assignment of the right to claim, etc.

In accordance with PBU 19/02 "Accounting for financial investments", the financial investments of an organization for accounting purposes must include the following assets: state and municipal securities, securities of other organizations, including debt securities, in which the date and value of redemption defined (bonds, bills); contributions to the authorized (share) capital of other organizations (including subsidiaries and affiliates); loans granted to other organizations, deposits in credit institutions, receivables acquired on the basis of assignment of the right to claim, etc.

As part of financial investments, contributions of a partner organization under a simple partnership agreement are also taken into account (Table 12.1).

Composition of financial investments

To accept assets as financial investments for accounting, the following conditions must be met at a time:
  • the presence of properly executed documents confirming the existence of the organization's right to financial investments and to receive funds or other assets arising from this right;
  • transition to the organization of financial risks associated with financial investments (the risk of price changes, the risk of the debtor's insolvency, liquidity risk, etc.);
  • the ability to bring economic benefits (income) to the organization in the future in the form of interest, dividends, or an increase in their value (in the form of the difference between the sale (repayment) price of a financial investment and its purchase price, as a result of its exchange, use in paying off the obligations of the organization, increase in the current market value, etc.).
The financial investments of the organization do not include:
  • own shares redeemed by the joint-stock company from shareholders for subsequent resale or cancellation;
  • bills of exchange issued by the organization - drawer and received by the organization - seller in settlements for goods sold, products, work performed, services rendered (in payment for these goods (work, services), if the payer for them is the buyer himself;
  • investments of the organization in real estate and other property having a tangible form, provided by the organization for a fee for temporary use (temporary possession and use) in order to generate income, i.e. assets having a tangible form, such as fixed assets, inventories, as well as intangible assets that are not financial investments;
  • precious metals, jewellery, works of art and other similar valuables not acquired for normal activities.

The accounting unit of financial investments is chosen by the organization independently in such a way as to ensure the formation of complete and reliable information about these investments, as well as proper control over their presence and movement. Depending on the nature of financial investments, the procedure for their acquisition and use, the unit of financial investments may be a series, batch, etc., a homogeneous set of financial investments.

The organization maintains analytical accounting of financial investments in order to provide information on accounting units of financial investments and organizations in which these investments are made (issuers of securities, other organizations in which the organization is a participant, borrowing organizations, etc.).

Organizations need to keep analytical records of financial investments. The organization can form in analytical accounting additional information about the financial investments of the organization, including in the context of their groups (types).

Paragraph 6 of PBU 19/02 specifically stipulates what information about securities should be disclosed in this case. For government securities and securities of other organizations accepted for accounting, at least the following information must be formed in analytical accounting: the name of the issuer and the name of the security, number, series, etc., nominal price, purchase price, expenses associated with acquisition of securities, total quantity, date of purchase, date of sale or other disposal, place of storage. Peculiarities of evaluation and additional rules for disclosure in financial statements of information on financial investments in dependent economic companies are established by a separate regulatory act on accounting.

Receipt and initial assessment of financial investments

In accordance with the Civil Code of the Russian Federation, securities are the movable property of an organization. Like any other property, they are subject to mandatory monetary valuation of reflection in accounting. Financial investments, when accepted for accounting, are divided into two groups: for which it is possible to determine the current market value and for which this cannot be done. The first group includes quoted securities, shares (if the share fund founder regularly publishes their price), as well as other financial investments, the current value of which is documented. In this case, financial investments are accepted for accounting at their original cost.

The initial cost of financial investments purchased from other organizations for a fee is the amount of the organization's actual costs for their acquisition, except for value added tax and other refundable taxes (except for cases provided for by the legislation of the Russian Federation on taxes and fees).

The actual costs of acquiring assets as financial investments are:
  • amounts paid in accordance with the contract to the seller;
  • amounts paid to organizations and other persons for information and consulting services related to the acquisition of these assets. If an organization is provided with information and consulting services related to making a decision on the acquisition of financial investments, and the organization does not make a decision on such an acquisition, the cost of these services is charged to the financial results of a commercial organization (as part of operating expenses) or an increase in the expenses of a non-profit organization of that the reporting period when it was decided not to purchase financial investments;
  • remuneration paid to an intermediary organization or other person through which assets are acquired as financial investments;
  • other costs directly related to the acquisition of assets as financial investments.

General business and other similar expenses are not included in the actual costs of acquiring financial investments, unless they are directly related to the acquisition of financial investments.

The actual costs of acquiring assets as financial investments can be determined (decrease or increase) taking into account the amount differences that arise in cases where payment is made in rubles in an amount equivalent to an amount in a foreign currency (conditional monetary units) before the assets are accepted as financial assets. investment in accounting.

If the amount of costs (except for the amounts paid in accordance with the agreement to the seller) for the acquisition of such financial investments as securities is insignificant compared to the amount paid in accordance with the agreement to the seller, the organization has the right to recognize such costs as other operating expenses of the organization in that reporting the period in which the specified securities were accepted for accounting.

The initial cost of financial investments made as a contribution to the authorized (share) capital of an organization is their monetary value, agreed by the founders (participants) of the organization, unless otherwise provided by the legislation of the Russian Federation.

The initial cost of such financial investments as securities received by the organization free of charge from the founders or other organizations and persons is recognized:

  • their current market value on the date of acceptance for accounting. For the purposes of these Regulations, the current market value of securities means their market price calculated in accordance with the established procedure by the trade organizer on the securities market;
  • the amount of money that can be received as a result of the sale of received securities as of the date of their acceptance for accounting - for securities for which the market price is not calculated by the trade organizer on the securities market.

The initial cost of financial investments acquired under agreements providing for the fulfillment of obligations (payment) in non-monetary means is the cost of assets transferred or to be transferred by an organization. Assets transferred or to be transferred by an entity are valued at the price at which, in comparable circumstances, the entity would normally charge similar assets.

If it is impossible to establish the value of assets transferred or to be transferred by the organization, the cost of financial investments received by the organization under agreements providing for the fulfillment of obligations (payment) in non-monetary funds is determined based on the cost at which similar financial investments are acquired in comparable circumstances.

The initial cost of financial investments made on account of the contribution of a partner organization under a simple partnership agreement is their monetary value agreed by the partners in the simple partnership agreement.

The initial cost of financial investments, the value of which upon acquisition is determined in foreign currency, is determined in rubles by converting foreign currency at the rate of the Central Bank of the Russian Federation, effective on the date of their acceptance for accounting.

Securities that do not belong to the organization on the basis of the right of ownership, economic management or operational management, but are in its use or disposal in accordance with the terms of the agreement, are accepted for accounting in the assessment provided for in the agreement.

The initial cost of financial investments, at which they are accepted for accounting, may change in cases established by law and these Regulations.

For the purposes of subsequent evaluation, financial investments are divided into two groups: financial investments, for which the current market value can be determined in accordance with the procedure established by these Regulations, and financial investments for which their current market value cannot be determined.

Financial investments, for which the current market value can be determined in accordance with the established procedure, are reflected in the financial statements at the end of the reporting year at the current market value by adjusting their valuation for the previous reporting date. This adjustment can be made monthly or quarterly.

The difference between the assessment of financial investments at the current market value as of the reporting date and the previous assessment of financial investments is credited to the financial results of a commercial organization (as part of operating income or expenses) or an increase in income or expenses of a non-profit organization in correspondence with the financial investments account.

Financial investments, for which the current market value is not determined, are subject to reflection in accounting and in financial statements as of the reporting date at their original cost.

When acquiring financial investments at the expense of borrowed funds, the costs of received loans and borrowings are taken into account in accordance with Accounting Regulation PBU 10/99 "Expenses of the Organization" and Accounting Regulation PBU 15/01 "Accounting for Loans and Credits and Costs of Their Maintenance".

One of the main components of financial investments are securities. The following types of securities are admitted to circulation in accordance with the Civil Code of the Russian Federation on the Russian stock market: government bonds, bonds, bills of exchange, checks, deposit and savings certificates, bank savings books to bearer, single and double warehouse certificates (and each part thereof), bills of lading, shares, privatization securities, housing certificates, as well as derivative securities - option certificates.

All securities must contain mandatory details. Their absence or discrepancy entails the invalidity of the transaction made through them.

Purchase of securities

When acquiring securities for a fee, their initial cost includes:
  • amounts paid to the seller;
  • the cost of information and consulting services related to the acquisition of these securities;
  • remuneration to intermediaries;
  • other costs directly related to the purchase of securities.

This list does not include interest on loans received for the purchase of securities (clause 3.2 of the order of the Ministry of Finance dated January 15, 1997 No. 2). From January 1, 2003, interest on such loans does not increase the value of financial investments (securities) recorded on balance sheet account 58 "Financial investments". They should be attributed to operating expenses (sub-account 91/2 "Other expenses").

The only exception is the case when the company uses the received loan for advance payment. Then it is necessary to increase the receivables by the amount of interest (clause 15 PBU15/01). But this must be done before the papers are accepted for accounting. Also, the cost of purchasing securities does not include general business expenses (unless they are directly related to this purchase).

Example. The organization purchased 100 bonds of a third party. The price of each bond is 450 rubles. The brokerage commission amounted to 540 rubles. (including VAT - 90 rubles).

The accountant must make the entries:

  • debit of account 19 "Value added tax on acquired valuables", credit of account 76 "Settlements with various debtors and creditors" - 90 rubles. - reflects VAT on brokerage services;
  • debit of account 58/2 "Debt securities", credit of account 76 "Settlements with various debtors and creditors" - 45,450 rubles. (45,000+
    + 540 - 90) - the bonds are credited to the balance sheet.

In accordance with the Tax Code of the Russian Federation, securities are not subject to VAT, so there is no need to reflect input VAT on them.

The sale and purchase agreement may provide that securities (as well as services for their acquisition) are paid for in rubles at the foreign exchange rate on the day the buyer transfers the money. In such a situation, the purchase price is adjusted (increased or decreased) by the amount of the sum differences. True, this can only be done before the papers are accepted for accounting.

As a rule, most of the purchase costs are directly the cost of securities. If the share of all remaining costs does not exceed 5% of the amounts paid to the seller, then they can be treated as operating expenses.

Example. Let's use the condition of the previous example.

Other costs for the purchase of bonds amounted to 1% (540 rubles - 90 rubles) / 45,000 rubles, which is less than 5%. Therefore, the accountant can take them into account either on subaccount 58/2 "Debt securities", or on subaccount 91/2 "Other expenses". In the second case, you need to make the wiring:

  • debit of account 76 "Settlements with various debtors and creditors", credit of account 51 "Settlement accounts" - 45,000 rubles. (100 pieces * 450 rubles) - money was transferred to pay for bonds;
  • debit of account 76 "Settlements with various debtors and creditors", credit of account 51 "Settlement accounts" - 540 rubles. — remuneration paid to the brokerage company;
  • debit of account 19 "Value added tax on acquired valuables", credit of account 76 "Settlements with various debtors and creditors" - 90 rubles. - reflects VAT on brokerage services.

Financial investments, depending on the terms for which they are made, are divided into 2 types: long-term and short-term.

The term of return of long-term financial investments exceeds 1 year. Such investments include contributions to the authorized capital of other organizations, including expenses abroad for the acquisition of shares, interest-bearing bonds, and the provision of loans.

The term of return or repayment of short-term financial investments does not exceed 1 year. This type of financial investment also includes investments in securities, the maturity of which is not set without the intention to receive income for more than one year.

To account for financial investments, account 58 "Financial investments" is intended.

The procedure for recording loans in the accounts of loans is as follows:

reflection of the amount of money transferred on loan to another organization:
  • debit of account 58/3 "Granted loans",
  • credit of account 51 "Settlement accounts";
accrual of interest on the issued loan:
  • debit of account 76 "Settlements with different debtors and creditors,
  • credit of account 99 "Profit and loss";
payment of interest due on a loan:
  • credit of account 76 "Settlements with different debtors and creditors".

The party receiving the borrowed funds is obliged to pay value added tax to the budget.

When repaying loans received, the following entry is made in accounting:

  • debit of account 51 "Settlement accounts",
  • credit of account 58 "Financial investments".

The owner has the right to independently dispose of his property, including such assets as shares and participation interests in other organizations. These financial investments, in particular, can:

  • sell;
  • transfer as payment for goods (works, services);
  • give away free of charge;
  • invest in the authorized (share) capital of other organizations.

This follows from paragraphs 1-2 of Article 209 of the Civil Code of the Russian Federation.

Attention: when selling shares (shares) of an LLC or JSC, offer to purchase them:

  • other participants (shareholders);
  • to the company itself, whose shares (shares) are being sold. It is necessary to do this if the company's charter provides for its pre-emptive right to buy out a share (shares), and other participants did not use their pre-emptive right to buy.

If this procedure is violated, the participants (shareholders) or the company have the right, within three months from the moment the violation was discovered, to demand in court that the rights and obligations of the buyer be transferred to them.

This procedure is established in paragraph 3 of Article 7 of the Law of December 26, 1995 No. 208-FZ and paragraphs 4 and 18 of Article 21 of the Law of February 8, 1998 No. 14-FZ.

Attention: gifts between commercial organizations in the amount of more than 3,000 rubles are not allowed. ( except for commercial founding organizations, if such an obligation is provided for in their charter ) (Article 575 of the Civil Code of the Russian Federation).

Accounting: implementation

In accounting, reflect the sale (other disposal) of shares or shares as the disposal of financial investments (paragraph 25 of PBU 19/02). That is, use account 58 "Financial investments" subaccount "Shares and shares" (58-1). Make the following entries in the accounting:

Debit 76 Credit 91-1
- sold (transferred) shares (shares) of another organization;

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 for the disposal of shares (shares) in the income of the organization, include:

  • proceeds from the sale (for example, provided for by the contract of sale, exchange). Do this at the time of transfer of ownership of the financial investment to the counterparty;
  • the amount of the reserve for depreciation of retired shares (stakes) not traded on the organized securities market (if it was created). Do this at the end of the reporting period in which the unquoted shares or shares are retired.

This procedure is established by paragraphs 34 and 40 of PBU 19/02, as well as by paragraphs 7 and 16 of PBU 9/99.

Expenses associated with the disposal of shares (shares), take into account at the time of transfer of ownership of the financial investment to the counterparty. Include in expenses:

  • the cost of acquiring retired shares (shares);
  • other costs associated with the disposal (for example, payment for the services of an intermediary, depositary, bank, etc.).

This procedure is established by paragraphs 26, 30 and 36 of PBU 19/02, as well as by paragraphs 11 and 17-19 of PBU 10/99.

At the same time, determine the costs in the form of the cost of acquiring retiring financial investments, depending on what is retiring:

  • a share traded (quoted) or not traded (not listed) on the organized securities market;
  • share.

Determine the value of listed shares taking into account the latest revaluation carried out by the organization based on the market value.

Determine the value of unlisted shares in one of the following ways:

  • at the original cost of the retiring unit;
  • at the average initial cost;
  • at the initial cost of the first acquisition of financial investments (FIFO method).

Determine the cost of disposal of a share based on the initial cost of its acquisition.

Reflect the chosen method of evaluating a particular financial investment in the accounting policy of the organization 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 about the rules for determining the cost of disposal of shares and unquoted shares, see Appendix to PBU 19/02 (clause 33 of PBU 19/02).

An example of reflection in accounting and taxation of the sale of shares circulating on the organized securities market. The organization applies the general system of taxation

On July 22, Alfa JSC sold 2,000 of its shares in Master Production Company JSC at a price of 5,800 rubles. per share (purchased in the previous year). The purchase and sale took place outside the organized securities market. The shares are traded on the securities market. Their last re-evaluation was carried out by Alfa on June 30. Based on the results of the revaluation, the value of one share as of that date was 6,000 rubles. The initial cost of acquiring shares in accounting and tax accounting is 6,500 rubles. per share.

The accounting unit of financial investments is a share.

Debit 76 Credit 91-1
- 11,600,000 rubles. (5800 rubles / piece × 2000 pieces) - income from the sale of one share is reflected;

Debit 91-2 Credit 58-1
- 12,000,000 rubles. (6,000 rubles/piece × 2,000 pieces) - the value of the sold share has been written off.

At the same time, Alfa's analytical accounting reflects the disposal of 2,000 accounting units - by the number of sold shares of Master.

Thus, the result from the sale of shares in accounting is a loss in the amount of 400,000 rubles. (11,600,000 rubles - 12,000,000 rubles).

The organization calculates income tax on a monthly basis, applies the accrual method. The value of shares in tax accounting is determined by the unit value.

As of the date of drawing up the sale and purchase agreement, the price range for Master's shares was from 5,000 rubles. up to 5800 rub. for one share. Thus, the price of the purchase and sale transaction (5,800 rubles) exceeds the minimum price prevailing on the securities market as of 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. (5800 rubles / piece × 2000 pieces).

As part of the 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. (6500 rubles / piece × 2000 pieces).

Thus, the result from the sale of shares in tax accounting is a loss in the amount of 1,400,000 rubles. (11,600,000 rubles - 13,000,000 rubles).

Since in accounting the result from the disposal of shares is determined taking into account the revaluation of securities, but not in tax accounting, Alpha's accountant accrued a permanent tax asset:

Debit 68 subaccount "Calculations for income tax" Credit 99 subaccount "Permanent tax assets"
- 200,000 rubles. ((6,500 rubles - 6,000 rubles) × 2,000 units × 20%) - a permanent tax asset is reflected.

Situation: how to reflect in accounting the return of a share previously sold to a citizen in an LLC. The person did not pay the money and under the contract must return the share? Information about his participation in the company was entered into the Unified State Register of Legal Entities.

In this case, record the return of the share as its acquisition.

For accounting purposes, reflect the share in the LLC, which is 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 on account 58 “Financial investments”, subaccount 1 “Shares and shares” at the initial sale price.

Reflect the initial implementation of the share with postings:

Debit 76 Credit 91-1
- sold a share in the organization;

Debit 91-2 Credit 58-1, 76
- the value of the share and the costs associated with its sale are written off.

After the terms of the agreement have not been met and the right to a share is returned to the organization:

Debit 58-1 Credit 76
- the previously sold share was returned due to 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 .

Documenting

The fact of the disposal of the financial investment (for any option of disposal) is confirmed by the primary document drawn up in the form approved by the head (parts 1, 4 of article 9 of the Law of December 6, 2011 No. 402-FZ). For example, it could beact of acceptance and transfer of shares (shares) , providing for all mandatory details, in accordance with part 2 of article 9 of the Law of December 6, 2011 No. 402-FZ.

"New accounting", N 8, 2004

Shares of other organizations can be purchased both at face value and at a value different from the face value. 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.

The organization, acquiring shares of other enterprises, may pursue various goals. Shares may be acquired in order to receive income from their further resale or in order to receive income on them in the form of dividends. Sometimes the purpose of acquiring shares may be the formation of a controlling stake, which allows you to influence the activities of a particular company.

In any case, when shares are acquired with the aim of obtaining further economic benefits, they are subject to accounting as part of the financial investments of the organization in the manner prescribed by the Accounting Regulation "Accounting for financial investments" PBU 19/02, approved by Order of the Ministry of Finance of Russia dated 10.12.2002 N 126n.

Organizations that are not professional participants in the securities market do not often, in the course of their activities, make transactions with securities in general and with shares in particular.

Therefore, many accountants, even those with extensive practical experience, experience certain difficulties in solving issues related to accounting for transactions with securities.

Consider a specific situation in which one of our subscribers found himself.

Situation. CJSC acquired shares of OJSC from owners - individuals at a price of 10 rubles. at a nominal value of 2 rubles. The shares are not traded on the securities market. They were acquired through an individual with whom CJSC entered into an agreement, entrusting him with the acquisition, execution, re-registration and receipt of an extract from an independent registrar. Under the agreement, CJSC paid to an individual a remuneration in the amount of 1 rub. for each share purchased.

The accountant had the following questions.

  1. At what cost should the shares be credited to the balance sheet and to what account, if the shares are purchased not for resale, but to receive income from them in the future?
  2. From what sources should the difference between the purchase price and the nominal value of the shares be written off?
  3. What funds are used to pay remuneration to an individual under an agreement and pay for the services of an independent registrar?

* * *

In this case, the shares of OJSC acquired by the company should be accepted for accounting as part of financial investments on account 58 "Financial investments".

Financial investments are accepted for accounting at their original cost, which is formed according to the rules established by PBU 19/02.

As a general rule, the initial cost of financial investments purchased for a fee is the amount of actual costs for their acquisition (clause 9 of PBU 19/02).

The actual costs of acquiring financial investments are:

  • amounts paid in accordance with the contract to the seller;
  • amounts paid to organizations and other persons for information and consulting services related to the acquisition of financial investments;
  • remuneration paid to an intermediary organization or other person through which financial investments are acquired;
  • other costs directly related to the acquisition of financial investments.

Thus, in this case, the initial cost of the acquired shares, at which they are accepted for accounting on account 58, is based on the following costs for their acquisition:

  • actual purchase price (10 rubles per share);
  • the amount of remuneration paid to an individual - intermediary;
  • the amount paid to an independent registrar for registration and extract services.

In accounting, the acquisition of shares should be reflected in the following entries:

Debit 58 - Credit 76

Debit 76 - Credit 50

Debit 58 - Credit 70 (76)<*>

  • 1 rub. - accrued remuneration to an individual - intermediary;

Debit 70 (76) - Credit 68

Debit 70 (76) - Credit 50

Debit 58 - Credit 69

  • accruals to off-budget funds for the amount of remuneration;

Debit 58 - Credit 60

  • reflects the cost of services of an independent registrar (together with VAT);

Debit 60 - Credit 51

  • registrar services paid.
<*>Account 70 "Settlements with personnel for remuneration" is used if an individual is an employee of the company (is in an employment relationship with him). If an individual is not an employee of the company, then to reflect settlements with him, the company must use account 76 "Settlements with various debtors and creditors".

Please note that the debit of account 58 includes the cost of services of an independent registrar, together with VAT, since the company does not have the right to deduct VAT on the services of a registrar.

This is explained by the fact that VAT deduction is possible only for those services that are purchased for transactions subject to VAT (clause 2, article 171 of the Tax Code of the Russian Federation).

In this case, the purchase of services is associated with the purchase of securities, and transactions for the sale of securities are exempt from VAT (clause 12, clause 2, article 149 of the Tax Code of the Russian Federation). VAT is also exempt from income received by the company from these securities (if any).

Therefore, according to paragraph 2 of Article 170 of the Tax Code of the Russian Federation, the amount of VAT on the services of the registrar must be taken into account by the company in the cost of services rendered.

Clause 11 of PBU 19/02 also provides for another alternative option for forming the actual cost of such financial investments as securities.

This option can be applied if the amount of additional costs (other than amounts paid in accordance with the agreement to the seller) associated with the acquisition of securities is insignificant compared to the amount paid in accordance with the agreement to the seller.

If so, then the organization can recognize all additional costs as other operating expenses in the reporting period in which the securities were accepted for accounting. In this case, the initial cost of the purchased securities will be equal to their purchase price (the price paid to the seller).

When applying the second method of forming the initial cost of securities (only at the acquisition price, excluding additional costs), the accounting entry scheme will look like this:

Debit 58 - Credit 76

  • 10 rub. - reflected the purchase price of the shares;

Debit 76 - Credit 50

  • 10 rub. - repaid the debt to the seller;

Debit 91 - Credit 70

  • 1 rub. - remuneration to an individual is included in operating expenses;

Debit 70 - Credit 68

  • 0.13 rub. - withheld income tax;

Debit 70 - Credit 50

  • 0.87 rub. - remuneration paid;

Debit 91 - Credit 69

  • accruals to off-budget funds in the amount of remuneration are included in operating expenses;

Debit 91 - Credit 60

  • the cost of services of an independent registrar (together with VAT) is included in operating expenses;

Debit 60 - Credit 51

  • registrar services paid.

Since RAS 19/02 provides for two possible options for the formation of the initial cost of securities, the option used by the organization should be reflected in the order on the accounting policy of the organization.

When choosing the second option (only at the purchase price without taking into account additional costs), the organization needs to determine the materiality threshold. After all, this option can only be used if the amount of additional costs is insignificant compared to the purchase price of the securities themselves.

In the order on accounting policy, for example, the following procedure for the formation of the initial cost of the acquired securities may be determined:

"The initial cost of securities purchased as financial investments is formed on the basis of the sum of all actual costs associated with their acquisition.

In the event that the amount of additional costs for the purchase of securities does not exceed 10% of their purchase price, these costs should be taken into account as part of operating expenses in the period in which the securities are accepted for accounting.

T. Krutyakova

ACDI "Economics and Life"

 


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