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CORPORATIONS: ORGANIZATIONS AND CAPITAL STOCK
CHAPTER TWENTY-TWO CORPORATIONS: ORGANIZATIONS AND CAPITAL STOCK
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CORPORATIONS Sell more goods and services in total than sole proprietorships and partnerships combined But there are fewer businesses organized as corporations. Separate legal entity that exists separate from its owners Corporation’s assets and liabilities are those of the business, not the owners. Corporation can own property, enter into contracts and incur debt in its own name. It can sue and be sued.
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LIMITED LIABILITY OF OWNERS
CHARACTERISTICS LIMITED LIABILITY OF OWNERS Owners of a corporation generally have no personal liability for the debts of the corporation. Major advantage of corporations
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TRANSFERABLE OWNERSHIP UNITS
CHARACTERISTICS TRANSFERABLE OWNERSHIP UNITS Owner’s equity in a corporation is called Capital Stock. Capital Stock is divided into shares that can be transferred from one person to another without the consent of the other owners and without disturbing the corporation’s normal activities.
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EASE OF RAISING CAPITAL
CHARACTERISTICS EASE OF RAISING CAPITAL The limited liability and transferable ownership characteristics are attractive to investors. Therefore, a corporation generally can obtain capital by selling additional shares of stock.
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CHARACTERISTICS NO MUTUAL AGENCY
Unlike partnerships, in a corporation individual owner’s do not have the power to act as an agent of the business.
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CHARACTERISTICS UNLIMITED LIFE
The corporation’s charter states the life as either perpetual or renewable. Changes in ownership have no effect on the life of a corporation.
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CHARACTERISTICS TAXATION OF EARNINGS
Corporations must pay income taxes. In addition, the corporation’s owners pay personal income tax on the dividends they receive. This results in “Double taxation”. DISADVANTAGE
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GOVERNMENT REGULATION
CHARACTERISTICS GOVERNMENT REGULATION Activities of the corporation are regulated by federal, state and local laws. These laws may restrict the corporation’s ownership of real property, the purchase of its own stock and the retention of its earnings. DISADVANTAGE
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CORPORATION States have the power to create corporations.
Incorporators file an application with the state. Once application is approved...Charter, also called Certificate of Incorporation, is prepared, including: Name of the corporation Location of the principal office Purpose of the business Description of the capital stock Names and addresses of the incorporators
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TERMINOLOGY BYLAWS - provide general guidelines for conducting the business STOCKHOLDERS - owners in a corporation STOCK CERTIFICATE - form that shows the name of stockholder and number of shares owned BOARD OF DIRECTORS - elected by stockholders, determine corporate policies OFFICERS - manage the corporation and are responsible to the board
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CORPORATE ORGANIZATION
OWNERS (Stockholders) BOARD OF DIRECTORS Who elect the Who Appoint the OFFICERS (President, Vice President, Secretary, Treasurer) EMPLOYEES Who Manage the
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ORGANIZATION COSTS EXAMPLES: Attorney Fees Incorporation Fees
Promotion Expenses
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It is the accepted practice to amortize Organization Costs
EXAMPLE: Neo Company charged $8,000 to Organization Costs (an Intangible Asset). These costs will be written off over a five-year period. Organization Costs 5 years It is the accepted practice to amortize Organization Costs over a 5 year period.
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ORGANIZATION COSTS $1,600 each year Organization Costs $8,000 5 years
EXAMPLE: Neo Company charged $8,000 to Organization Costs (an Intangible Asset). These costs would be written off over a five-year period. Organization Costs $8,000 5 years 5 years $1,600 each year
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Reported under “Other Expenses” on the Income Statement
GENERAL JOURNAL DATE DESCRIPTION DEBIT PR CREDIT 1 Amortization of Org. Costs 1,600 2 Organization Costs 1,600 3 4 5 Reported under “Other Expenses” on the Income Statement 6 7 8 9 10 11
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SOLE PROPRIETORSHIP Owner’s Equity Two Owner’s Equity accounts
Owner, Capital Owner, Drawing Two Owner’s Equity accounts
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EQUITY ACCOUNTS SOLE PROPRIETORSHIP Owner’s Equity
Owner, Capital Owner, Drawing 2. Net Loss 1. Investments 3. Drawing 4. Closing 2. Net Income 4. Closing All Equity transactions eventually affect the one capital account.
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EQUITY ACCOUNTS PARTNERSHIP Partners’ Equity Partner A, Capital
Partner A, Drawing 2. Net Loss 1. Investments 3. Drawing 4. Closing 2. Net Income 4. Closing Partner B, Capital Partner B, Drawing 2. Net Loss 1. Investments 3. Drawing 4. Closing 4. Closing 2. Net Income Similar to sole proprietorship but multiple capital and drawing accounts
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CORPORATION Stockholders’ Equity Additional Paid-In-Capital
EQUITY ACCOUNTS CORPORATION Stockholders’ Equity Capital Stock 1. Investments Only records investments by owners Additional Paid-In-Capital 1. Investments
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EQUITY ACCOUNTS CORPORATION Stockholders’ Equity Capital Stock
Retained Earnings 1. Investments 2. Net Loss 2. Net Income Separate account which records the earnings of the corporation Additional Paid-In-Capital 1. Investments
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EQUITY ACCOUNTS CORPORATION Stockholders’ Equity Capital Stock
Retained Earnings 1. Investments 2. Net Loss 2. Net Income Corporations make a distinction between capital invested by the owners (Paid-In-Capital) and earnings retained in the business. Additional Paid-In-Capital 1. Investments
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EQUITY ACCOUNTS CORPORATION Stockholders’ Equity Capital Stock
Retained Earnings Drawings are now Dividends and are closed to Retained Earnings. 1. Investments 2. Net Loss 2. Net Income 4. Closing Additional Paid-In-Capital Dividends 1. Investments 3. Dividends 4. Closing
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CAPITAL STOCK AUTHORIZED STOCK - The total number of shares the corporate charter authorizes a corporation to issue ISSUED STOCK - Stock that has been sold and issued TREASURY STOCK - Stock that has been bought back OUTSTANDING STOCK - Number of shares in the hands of stockholders.
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STOCK VALUES PAR VALUE NO-PAR STOCK Dollar amount per share
Stock that has no dollar amount Recorded in the Capital Stock account MARKET VALUE STATED VALUE Amount for which the stock can be sold Amount assigned by board of directors
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COMMON STOCK If corporation has only one type of stock…it’s called “Common Stock.” Gives its owner the right to: Vote at stockholder meetings Share in earnings distributions Purchase additional shares in proportion to the owner’s present holding if more shares are issued called the “Preemptive Right” Share in the assets if the corporation liquidates
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PREFERRED STOCK Type of stock that gives its owners certain rights and privileges superior to those of common stock: for example….right to receive dividends before common stock dividends are stated as a dollar amount or a % of par value Don’t have common stockholders’ rights for example... they don’t have the right to vote
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$4 dividend for each share of
DIVIDEND ALLOCATION EXAMPLE: Pref Company has 2,000 shares of $50 par, $4 preferred stock, and 2,000 shares of $10 par common stock outstanding. The amount available for dividends for the year is $14,000. Preferred Stock Common Stock $8,000 $4 dividend for each share of preferred stock (2000 shares)
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DIVIDEND ALLOCATION $8,000 $6,000
EXAMPLE: Pref Company has 2,000 shares of $50 par, $4 preferred stock, and 2,000 shares of $10 par common stock outstanding. The amount available for dividends for the year is $14,000. Preferred Stock Common Stock $8,000 $6,000 $14,000 Available for dividends - 8,000 For preferred stockholders $ 6,000 Leftover for the common shareholders
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Depends on the type of Preferred Stock… Cumulative or NonCumulative
DIVIDEND ALLOCATION EXAMPLE: Pref Company has 2,000 shares of $50 par, $4 preferred stock, and 2,000 shares of $10 par common stock outstanding. The company declared no dividends in year 1 and $22,000 in year 2. Preferred Stock Common Stock Should we go back and give the Preferred stockholders the dividend for Year 1? Depends on the type of Preferred Stock… Cumulative or NonCumulative
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DIVIDEND ALLOCATION $8,000 $8,000
EXAMPLE: Pref Company has 2,000 shares of $50 par, $4 preferred stock, and 2,000 shares of $10 par common stock outstanding. The company declared no dividends in year 1 and $22,000 in year 2. Preferred Stock Common Stock $8,000 Year 1 $8,000 Year 2 Cumulative Preferred Stock accumulates unpaid dividends from year to year.
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DIVIDEND ALLOCATION $8,000 $6,000 $8,000 $16,000
EXAMPLE: Pref Company has 2,000 shares of $50 par, $4 preferred stock, and 2,000 shares of $10 par common stock outstanding. The company declared no dividends in year 1 and $22,000 in year 2. $22,000-16,000 Preferred Stock Common Stock $8,000 $6,000 Year 1 $8,000 Year 2 $16,000 Preferred receives both years’ dividends before Common Stock gets any dividends.
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DIVIDEND ALLOCATION $8,000 $14,000
EXAMPLE: Pref Company has 2,000 shares of $50 par, $4 preferred stock, and 2,000 shares of $10 par common stock outstanding. The company declared no dividends in year 1 and $22,000 in year 2. $22,000-8,000 Preferred Stock Common Stock $8,000 $14,000 Year 2 NonCumulative Preferred Stock does not carry dividends from year to year.
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PARTICIPATING PREFERRED STOCK
Gives owners the right to share with common stock owners in dividends in excess of a stated dividend rate Rare to find anymore NonParticipating limits the preferred stock owners to the stated dividend rate
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CAPITAL STOCK TRANSACTIONS
Corporations issue capital stock in exchange for cash and noncash assets. Issuance for cash is the most common transaction Stock may be issued: at par at a premium, or at a discount Let’s look at some examples...
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Linc Corp. issues 10,000 shares of $5 par common stock at par
GENERAL JOURNAL DATE DESCRIPTION DEBIT PR CREDIT 1 Cash 50,000 2 Common Stock 50,000 3 Issued common stock at par 4 5 Linc Corp. issues 10,000 shares of $5 par common stock at par for $50,000 cash. 6 7 8 9 10 11
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What if the stock had been
GENERAL JOURNAL DATE DESCRIPTION DEBIT PR CREDIT 1 Cash 60,000 2 Common Stock 3 4 5 What if the stock had been issued for for $60,000 cash? 6 7 8 9 10 11
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# of shares issued x par value
GENERAL JOURNAL DATE DESCRIPTION DEBIT PR CREDIT 1 Cash 60,000 2 Common Stock 50,000 3 4 # of shares issued x par value 10,000 shares x $5 par value 5 6 7 8 9 10 11
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Extra received above par value
GENERAL JOURNAL DATE DESCRIPTION DEBIT PR CREDIT 1 Cash 60,000 2 Common Stock 50,000 3 Paid-in-Capital in Excess of 4 Par--Common Stock 10,000 5 Issued common stock at a 6 premium 7 Extra received above par value 8 9 10 11
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Linc Corp. issues 2,000 shares of
GENERAL JOURNAL DATE DESCRIPTION DEBIT PR CREDIT 1 Cash 96,000 2 Discount on Preferred Stock 4,000 3 Preferred Stock 100,000 4 Issued preferred stock at 5 a discount 6 Linc Corp. issues 2,000 shares of $50 par, 8% preferred stock for $96,000 cash. 7 8 9 10 11
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DISCOUNTS Seldom used because: firms generally set very low par values
purchaser is liable to the corporation’s creditors for the difference between the par value and the amount paid illegal in many states
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STATED VALUE STOCK EXAMPLE: Stat Company issued 5,000 shares of no-par common stock with a stated value of $10 per share for $70,000 cash. Stock may have a stated value instead of a par value. Accounting for stated value is very similar to par value….only a few account title changes.
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# shares x stated value per share
GENERAL JOURNAL DATE DESCRIPTION DEBIT PR CREDIT 1 Cash 70,000 2 Common Stock 50,000 3 4 # shares x stated value per share 5 6 7 8 9 10 11
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GENERAL JOURNAL Slight change in the title of the account DATE
DESCRIPTION DEBIT PR CREDIT 1 Cash 70,000 2 Common Stock 50,000 3 Paid-in-Capital in Excess of 4 Stated Value--Com. Stock 20,000 5 6 Slight change in the title of the account 7 8 9 10 11
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Example: Noll Company issued 5,000 shares of no-par common
GENERAL JOURNAL DATE DESCRIPTION DEBIT PR CREDIT 1 Cash 70,000 2 Common Stock 70,000 3 4 Example: Noll Company issued 5,000 shares of no-par common stock for $70,000. 5 6 7 8 9 10 11
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GENERAL JOURNAL Common Stock is credited for entire amount received.
DATE DESCRIPTION DEBIT PR CREDIT 1 Cash 70,000 2 Common Stock 70,000 3 4 Common Stock is credited for entire amount received. A Paid-In-Capital in Excess account is not used. 5 6 7 8 9 10 11
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STOCK ISSUED FOR NON-CASH ASSETS
Guideline: The assets received are recorded at the fair market value of the assets or of the stock, whichever can be more clearly determined.
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STOCK ISSUED FOR NON-CASH ASSETS
Linc Corp. issues 5,000 shares of $5 par common stock for a truck. It is hard to determine the market value of the stock but the truck has a known market value of $30,000.
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GENERAL JOURNAL Truck is recorded at its Fair Market Value.
DATE DESCRIPTION DEBIT PR CREDIT 1 Truck 30,000 2 Common Stock 25,000 3 Paid-in-Capital in Excess 4 of Par--Common Stock 5,000 5 Truck is recorded at its Fair Market Value. Common Stock is recorded at par. Paid-in-Capital is credited for the difference. 6 7 8 9 10 11
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STOCK SUBSCRIPTIONS An agreement in which a buyer (subscriber) contracts to buy shares of stock from a corporation at a specific price. Subscriber generally agrees to pay the amount in full on a specified date or in installments. Stock is not issued until subscriber makes the full payment.
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Example: Linc Corp received subscriptions
GENERAL JOURNAL DATE DESCRIPTION DEBIT PR CREDIT 1 Stock Subscriptions Receivable 60,000 2 Common Stock Subscribed 50,000 3 Paid-in-Capital in Excess 4 of Par--Common Stock 10,000 5 Example: Linc Corp received subscriptions for 10,000 shares of its $5 par common stock for $60,000. 6 7 8 9 10 11
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Example: Partial Payment is received.
GENERAL JOURNAL DATE DESCRIPTION DEBIT PR CREDIT 1 Stock Subscriptions Receivable 60,000 2 Common Stock Subscribed 50,000 3 Paid-in-Capital in Excess 4 of Par--Common Stock 10,000 5 6 Cash 40,000 7 Stock Subscriptions Receiv. 40,000 8 9 Example: Partial Payment is received. 10 11
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Example: Final Payment is received.
GENERAL JOURNAL DATE DESCRIPTION DEBIT PR CREDIT 12 Cash 20,000 13 Stock Subscriptions Receiv. 20,000 14 15 Example: Final Payment is received. 16 17 18 19 20 21 22
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GENERAL JOURNAL Stock is issued. DATE DESCRIPTION DEBIT PR CREDIT 12
Cash 20,000 13 Stock Subscriptions Receiv. 20,000 14 15 Common Stock Subscribed 50,000 16 Common Stock 50,000 17 18 Stock is issued. 19 20 21 22
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TREASURY STOCK When a company buys back its own stock, it’s called “Treasury Stock.” When Treasury Stock is purchased: debited for the amount paid regardless of par value Treasury Stock account is a contra-stockholders’ equity account.
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GENERAL JOURNAL Example: Linc Corp purchases 3,000 shares
DATE DESCRIPTION DEBIT PR CREDIT 1 Common Treasury Stock 18,000 2 Cash 18,000 3 4 Example: Linc Corp purchases 3,000 shares of its $5 par common stock for $6 per share, a total of $18,000. 5 6 7 8 9 10 11
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GENERAL JOURNAL Example: Linc Corp sells 2,000 of the
DATE DESCRIPTION DEBIT PR CREDIT 1 Common Treasury Stock 18,000 2 Cash 18,000 3 4 Cash 14,000 5 Common Treasury Stock 6 7 Example: Linc Corp sells 2,000 of the 3,000 treasury shares for $7 per share, a total of $14,000. 8 9 10 11
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GENERAL JOURNAL 2,000 shares x $6 per share DATE DESCRIPTION DEBIT PR
CREDIT 1 Common Treasury Stock 18,000 2 Cash 18,000 3 4 Cash 14,000 5 Common Treasury Stock 12,000 6 7 2,000 shares x $6 per share 8 9 10 11
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GENERAL JOURNAL DATE DESCRIPTION DEBIT PR CREDIT 1
Common Treasury Stock 18,000 2 Cash 18,000 3 4 Cash 14,000 5 Common Treasury Stock 12,000 6 Paid-in-Capital from Sale 7 of Treasury Stock 2,000 8 9 Linc sells the remaining 1,000 treasury shares for $5.50 per share, a total of $5,500. 10 11
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GENERAL JOURNAL DATE DESCRIPTION DEBIT PR CREDIT 12 Cash 5,500 13
Paid-in-Capital from Sale 14 of Treasury Stock 500 15 Treasury Stock 6,000 16 17 18 19 20 21 22
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Common Stock & Preferred Stock BALANCE SHEET PRESENTATION:
REVIEW OF NEW ACCOUNTS ACCOUNT NAME: TYPE OF ACCOUNT: Common Stock & Preferred Stock STOCKHOLDERS’ EQUITY PURPOSE: Credited for par or stated value (if stock has one) If no-par…credited for amount received for stock issued BALANCE SHEET PRESENTATION: PAID-IN-CAPITAL section
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BALANCE SHEET PRESENTATION:
REVIEW OF NEW ACCOUNTS ACCOUNT NAME: TYPE OF ACCOUNT: Paid-In-Capital in Excess of Par (or Stated Value) -Common & Preferred Stock STOCKHOLDERS’ EQUITY PURPOSE: Credited for amount by which issue price exceeds par or stated value (not used when issuing no-par stock) BALANCE SHEET PRESENTATION: ADDITIONAL PAID-IN-CAPITAL section
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BALANCE SHEET PRESENTATION:
REVIEW OF NEW ACCOUNTS ACCOUNT NAME: TYPE OF ACCOUNT: Discount on Common & Preferred Stock STOCKHOLDERS’ EQUITY PURPOSE: Debited for amount by which par or stated value exceeds issue price BALANCE SHEET PRESENTATION: Deduction in the PAID-IN-CAPITAL section
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BALANCE SHEET PRESENTATION:
REVIEW OF NEW ACCOUNTS ACCOUNT NAME: TYPE OF ACCOUNT: Common & Preferred Stock Subscription Receivable ASSET RECEIVABLES ARE ASSETS!!! PURPOSE: BALANCE SHEET PRESENTATION:
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BALANCE SHEET PRESENTATION:
REVIEW OF NEW ACCOUNTS ACCOUNT NAME: TYPE OF ACCOUNT: Common & Preferred Stock Subscription Receivable ASSET PURPOSE: Debited for subscription price of stock BALANCE SHEET PRESENTATION: CURRENT ASSET section (usually)
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BALANCE SHEET PRESENTATION:
REVIEW OF NEW ACCOUNTS ACCOUNT NAME: TYPE OF ACCOUNT: Common & Preferred Stock Subscribed STOCKHOLDERS’ EQUITY PURPOSE: Credited for par or stated value (if stock has one) of stock subscribed. If no-par…credited for amount of stock subscription BALANCE SHEET PRESENTATION: PAID-IN-CAPITAL section
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BALANCE SHEET PRESENTATION:
REVIEW OF NEW ACCOUNTS ACCOUNT NAME: TYPE OF ACCOUNT: Paid-In-Capital from sales of Treasury Stock STOCKHOLDERS’ EQUITY PURPOSE: Credited for excess of selling price over cost Debited for excess of cost over selling price BALANCE SHEET PRESENTATION: ADDITIONAL PAID-IN-CAPITAL section
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Equity is separated by source:
Stockholders’ Equity Paid-in-capital: Equity is separated by source: Paid-in-capital = amounts contributed by owners Retained Earnings = accumulated, undistributed earnings
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(20,000 shares auth., 14,000 shares issued) $140,000
Stockholders’ Equity Paid-in-capital: Preferred stock, 7%, $10 par (20,000 shares auth., 14,000 shares issued) $140,000 Preferred stock subscribed (6,000 shares) 60,000 $200,000 Preferred stock is listed first because of its preferred claim to dividends and assets.
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(20,000 shares auth., 14,000 shares issued) $140,000
Stockholders’ Equity Paid-in-capital: Preferred stock, 7%, $10 par (20,000 shares auth., 14,000 shares issued) $140,000 Preferred stock subscribed (6,000 shares) 60,000 $200,000 Common stock, no par (40,000 shares auth., 16,300 shares issued) $163,000 Common stock subscribed (4,000 shares) 40,000 203,000 Additional paid-in-capital: Paid-in-capital in excess of par-preferred $56,000 Paid-in-capital from sale of treasury stock 600 56,600 Total paid-in-capital $459,600 Paid-in-capital is further separated by source…. Preferred, common, subscriptions, excess of par, etc.
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(20,000 shares auth., 14,000 shares issued) $140,000
Stockholders’ Equity Paid-in-capital: Preferred stock, 7%, $10 par (20,000 shares auth., 14,000 shares issued) $140,000 Preferred stock subscribed (6,000 shares) 60,000 $200,000 Common stock, no par (40,000 shares auth., 16,300 shares issued) $163,000 Common stock subscribed (4,000 shares) 40,000 203,000 Additional paid-in-capital: Paid-in-capital in excess of par-preferred $56,000 Paid-in-capital from sale of treasury stock 600 56,600 Total paid-in-capital $459,600 Stock characteristics are indicated…. Dividend rate for preferred, Par or no par value
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(20,000 shares auth., 14,000 shares issued) $140,000
Stockholders’ Equity Paid-in-capital: Preferred stock, 7%, $10 par (20,000 shares auth., 14,000 shares issued) $140,000 Preferred stock subscribed (6,000 shares) 60,000 $200,000 Common stock, no par (40,000 shares auth., 16,300 shares issued) $163,000 Common stock subscribed (4,000 shares) 40,000 203,000 No. of shares authorized, subscribed, issued and held as treasury are indicated. Additional paid-in-capital: Paid-in-capital in excess of par-preferred $56,000 Paid-in-capital from sale of treasury stock 600 56,600 Total paid-in-capital $459,600 Retained Earnings 60,000 $519,600 Less treasury stock (2,000 shares at cost) 22,000 Total stockholders’ equity $497,600
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Retained Earnings is listed after all paid-in-capital.
Stockholders’ Equity Paid-in-capital: Preferred stock, 7%, $10 par (20,000 shares auth., 14,000 shares issued) $140,000 Preferred stock subscribed (6,000 shares) 60,000 $200,000 Retained Earnings is listed after all paid-in-capital. Common stock, no par (40,000 shares auth., 16,300 shares issued) $163,000 Common stock subscribed (4,000 shares) 40,000 203,000 Additional paid-in-capital: Paid-in-capital in excess of par-preferred $56,000 Paid-in-capital from sale of treasury stock 600 56,600 Total paid-in-capital $459,600 Retained Earnings 60,000 $519,600 Less treasury stock (2,000 shares at cost) 22,000 Total stockholders’ equity $497,600
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Stockholders’ Equity Paid-in-capital: Preferred stock, 7%, $10 par (20,000 shares auth., 14,000 shares issued) $140,000 Preferred stock subscribed (6,000 shares) 60,000 $200,000 Common stock, no par (40,000 shares auth., 16,300 shares issued) $163,000 Common stock subscribed (4,000 shares) 40,000 203,000 Additional paid-in-capital: Paid-in-capital in excess of par-preferred $56,000 Paid-in-capital from sale of treasury stock 600 56,600 Total paid-in-capital $459,600 Retained Earnings 60,000 $519,600 Less treasury stock (2,000 shares at cost) 22,000 Total stockholders’ equity $497,600
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Treasury stock is subtracted from total of paid-in-capital and
Stockholders’ Equity Paid-in-capital: Preferred stock, 7%, $10 par (20,000 shares auth., 14,000 shares issued) $140,000 Preferred stock subscribed (6,000 shares) 60,000 $200,000 Common stock, no par (40,000 shares auth., 16,300 shares issued) $163,000 Treasury stock is subtracted from total of paid-in-capital and retained earnings. Common stock subscribed (4,000 shares) 40,000 203,000 Additional paid-in-capital: Paid-in-capital in excess of par-preferred $56,000 Paid-in-capital from sale of treasury stock 600 56,600 Total paid-in-capital $459,600 Retained Earnings 60,000 $519,600 Less treasury stock (2,000 shares at cost) 22,000 Total stockholders’ equity $497,600
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