Stockholders' Equity Notes
- Corporations submit articles of incorporation to the state.
- The state issues a corporate charter.
- Incorporating in states like Delaware, which favor the corporate form, can be advantageous.
- Accounting for stockholder's equity is governed by each state's business incorporation act.
Primary Components of Stockholder's Equity
- Contributed (paid-in) capital: The total amount paid in on capital stock, including the par value of outstanding stock and additional paid-in capital.
- Earned Capital
- Retained Earnings: Represents the earned capital of the company.
- Accumulated Other Comprehensive Income: The aggregate amount of other comprehensive income, including unrealized gains/losses on available-for-sale debt investments and certain derivative transactions.
Characteristics of Common Stock
- Voting Rights: Common stockholders can vote in the election of the board of directors and on actions requiring stockholder approval at the annual meeting.
- Residual Claim: Common stockholders are paid from remaining assets after all other claims (liabilities) have been paid.
- Preemptive Right: The right to acquire a proportionate share of new common stock issues. Without this right, existing stockholders' ownership may be diluted by new stock issuances without their knowledge and at potentially unfavorable prices to them.
- Term: Common stock is perpetual, lacking a maturity or redemption date.
- Dividends: Common stockholders may receive dividends when approved by the board of directors. Dividend amounts may vary and are not guaranteed.
Characteristics of Preferred Stock
- Dividends: Preferred stockholders receive dividends before common stockholders.
- Cumulative Feature: If a dividend isn't paid in a year, it must be paid in a future period before common stockholders receive any dividend.
- Nonvoting: Preferred stockholders typically lack voting rights like common stockholders.
- Liquidation Preference: If the company liquidates, preferred stockholders have a claim on assets after creditors but before common stockholders.
- Term: Preferred stock is typically perpetual or redeemable due to a specific event.
- In limited cases, preferred stock is mandatorily redeemable and reported as a liability.
Stock Issuance
- Par Value Stock
- No-Par Value Stock
- No-Par Stock with Stated Value
Reacquisition of Shares - Treasury Stock
- Purchase of Treasury Stock:
- Cost method (more widely used): Treasury stock reduces stockholders’ equity.
- Sale of Treasury Stock:
- Above Cost: Increases total assets and stockholders’ equity.
- Below Cost: Increases total assets and stockholders’ equity.
- Retiring Treasury Stock:
- Results in cancellation of treasury stock.
- Reduces the number of issued shares.
Dividend Policy
- Types of Dividends:
- Cash dividends
- Property dividends (dividends in kind)
- Liquidating dividends
- Stock dividends
- All dividends, except stock dividends, reduce total stockholders’ equity.
Stock Dividends and Stock Splits
- Stock Dividends: Issuance of a company's own stock to stockholders on a pro rata basis without receiving any consideration.
- Used when management wishes to capitalize part of earnings.
- Small Stock Dividend: If less than 20-25% of outstanding shares, the company transfers fair market value from retained earnings.
- Large Stock Dividend: More than 20-25% of previously outstanding shares.
- Similar effect on market price as a stock split.
- Par value transferred from retained earnings to capital stock.
Stock Splits
- Purpose: To reduce the market value of shares.
- No journal entry is recorded.
- Decrease par value and increase the number of shares.
- Example:
- Before 2-for-1 Split
- Common stock, 1,000 shares at 100par:100,000
- Retained earnings: 50,000
- Total: 150,000
- After 2-for-1 Split
- Common stock, 2,000 shares at 50par:100,000
- Retained earnings: 50,000
- Total: 150,000