Main Factors Affecting Economic and Financial Results
The following factors can have a significant impact on the economic and financial performance of an organization:
- reorganization of a legal entity;
- liquidation of a legal entity;
- termination of some activities;
- expansion or, conversely, narrowing the market for sales of products (works, services)
- a significant change in taxation regimes;
- the organization's exit from the sphere of consolidation or, conversely, the organization's entry into the sphere of consolidation.
According to the Methodical instructions on the formation of financial statements in the implementation of the reorganization of the organization, approved. Order of the Ministry of Finance of the United States of 20.05.2003 No. 44n the main documents for the reorganization of a legal entity and the formation of financial statements are:
1) constituent documents related to the reorganization;
2) the decision of the founders of the reorganization;
3) merger or interconnection agreements;
4) transfer certificate or separation balance sheet, which may include the following applications:
- Acts of inventory of property and liabilities of the reorganized organization;
- primary accounting documents for fixed assets, inventories, etc .;
- decryption of accounts payable and accounts receivable:
- documents on the entry in the Unified State Register of Legal Entities of newly formed organizations during reorganization.
The evaluation of the property transferred (accepted) in the course of reorganization is carried out by the founders at a residual value, either at the current market value or at any other cost (actual cost of inventories, at the initial cost of financial investments, etc.). The value of the property must correspond to the applications (files, transcripts).
The assessment of the liabilities of the reorganized organization is carried out according to the accounting records (taking into account the losses due to creditors), and the valuation of the shares to be repurchased in the authorized capital - at a price no lower than their current market value.
According to the Chart of Accounts for the Accounting of Financial and Economic Activities of Organizations and Instructions for its Application, by order No. 94n of the US Treasury dated October 31, 2000, the cancellation of the treasury shares purchased by the joint-stock company is carried out on the credit account 81 "Own shares (shares)". and the debit of account 80 Registered capital after the fulfillment by this company of all stipulated procedures. Originating at the same time on account 81 Own shares (stakes) The difference between the actual costs of redemption of shares (shares) and their nominal value is charged to account 91 "Other income and expenses."
Final accounting statements in accordance with paragraph 9 of the Guidelines for the formation of financial statements in the implementation of the organization's reorganization is made on the day preceding the date of the entry in the Unified State Register of Legal Entities of the relevant record of reorganization in the forms of merger, division and transformation. In case of reorganization in the form of merger, such reporting is formed on the day when the last of the affiliated organizations ceases to operate. At the same time, an interim or annual report is drawn up due to a mismatch in the date of transfer of the property and liabilities of the reorganized organization and the date of entry into the Register of records of the organizations that have arisen.
In cases when a separation balance sheet (transfer deed) is drawn up immediately before the submission of documents for state registration, the final accounting data may correspond to the data of the transfer certificate or the separation balance sheet. Transfer of property and liabilities under the deed of transfer or separation balance sheet by accounting records is not reflected and is not considered as sale of property or its free transfer.
Reorganization costs are included in other expenses and are shown as a separate line in the income statement.
Depreciation on fixed assets, intangible assets in organizations that arose as a result of reorganization, is accrued from the 1st month following the month of their state registration.
In the event of a reorganization in the form of merger all organizations that cease their activities, the day before the entry in the register of state registration, constitute the final accounting statements with closing of the profit and loss accounts. At the same time, all expenses related to the current activities of the reorganized organizations, as well as reorganization costs, are reflected in the accounting of organizations that cease their activities.
The introductory statements of the organization that arose as a result of a merger on the date of its state registration are formed on the basis of a transfer certificate and a line-by-line combination of numerical indicators. However, the summation of the numerical indicators of the profit and loss statements in the opening financial statements is not made.
Authorized capital in accordance with the merger agreement is formed both upward and downward, and the difference is subject to settlement in the opening balance of the transferee in the section "Capital and Reserves"; numeric indicator "Retained earnings (uncovered loss)".
In the case of reorganization in the form of affiliation , the final financial statements are prepared only by the acceding organization in which the profit and loss account is closed and the net profit is distributed on the basis of the interconnection agreement. The accounts are prepared on the day preceding the entry in the register of the record of the termination of its activities. All costs for current activities (sales of inventory items, settlements with creditors, accrual of depreciation, accrual of labor, etc.) are reflected in the accounting of the acceding organization and in the final accounts. The accounting records of the successor are formed on the basis of the transfer certificate data by line-by-line summation or subtraction (loss) of the numerical indicators of the final reporting of the acceding organization. At the same time, the summation of the numerical indicators of the profit and loss account of the assignee and the acceding organization is not performed until the date of state registration, and after that the numerical indicators of the successor's report include incomes and expenses of the reorganized organization.
In accordance with the agreement on accession, the received fixed assets, tangible assets, intangible assets are reflected in the valuation under the deed of transfer, and the authorized capital is formed by converting (exchanging) shares (shares, stakes) of the acceding organization into shares of the successor.
If the reorganization is performed in the form of the division, , then to separate the balance sheet, the numerical values of the reorganized organization are divided. No records are made in accounting, including the separation of the numerical indicators of the income statement.
Entries on accounts for the accounting of sales and other income and expenses are made on the day preceding the state registration. This is necessary for the preparation of final accounting statements and the formation of retained earnings (uncovered loss) with the division of numerical indicators in the context of the organizations that emerged. Prior to the entry in the register of records of organizations that have arisen, all current expenses are reflected in the costs of the reorganized organization.
Based on the separation balance sheet and the final reporting of the reorganized organization, the opening balances of each new organization are drawn up on the date of state registration.
Funds received in the process of reorganization in the form of division, fixed assets, intangible assets, etc. are estimated based on the data of the separation balance sheet, taking into account the numerical indicators of the final accounting statements of the reorganized organization. The authorized capital of organizations that arise after the separation is reflected in the opening balance sheet in accordance with the decision of the founders.
In case of reorganization in the form of allotment , the reorganized organization as of the date of compilation of the annual financial statements may be guided by PBU 16/02 "Information on discontinued operations".
Until the entry in the Unified State Register of records on the resulting organizations as a result of allotment, all expenses related to the current activities of the reorganized organization (from the date of approval of the separation balance sheet) are reflected in the accounts of the reorganized organization. The accounting accounting of the arising organization is made on the basis of the separation balance sheet. The authorized capital of this organization is reflected in the opening balance sheet in accordance with the decision of the founders.
If the reorganization takes place in the form of a conversion into the appropriate legal form on the basis of the decision of the founders, all issues related to the transfer of property and liabilities to the assignee are regulated in the deed of transfer. Expenses for reissuing documents can be made at the expense of the founders. The organization's introductory reporting in the form of a conversion is compiled by transferring the indicators of the final accounting statements of the reorganized organization.
Authorized capital in accordance with the decision of the founders on the procedure for converting shares of a reorganized organization is reflected in the opening statements. The arising differences in comparison with the authorized capital of the reorganized organization are regulated in the opening balance sheet by the index of undistributed profit.
Starting from the moment when the founders decide on the reorganization in the financial statements (interim, annual) compiled during the reorganization period, the following information is subject to further disclosure as part of the explanations:
- the reason for the reorganization;
- information on organizations participating in the reorganization and successors;
- the date of drawing up the transfer certificate or the separation balance sheet;
- changes in the composition and value of property (commissioning of fixed assets, their amortization, retirement, etc.) and liabilities (repayment or increase in debt), starting from the date of drawing up the transfer certificate or the separation balance sheet;
- costs associated with the reorganization;
- formation of the authorized capital of the organizations that have arisen;
- discrepancy between the data of the transfer certificate or the separation balance sheet to the indicators of the final accounts;
- inconsistency of the final accounting data with the indicators of the opening balance sheet;
- unfulfilled conditions and other events related to reorganization, etc.
Organizations that have ceased to operate as a result of reorganization may include the following information in the explanatory note:
- the basis for reorganization;
- documents on the transfer of property and liabilities to the successor;
- documents confirming the closure, re-execution of settlement and other accounts in banks
- information on the de-registration of tax authorities, territorial bodies of the US Pension Fund, regional offices of the US Social Security Fund, territorial agencies of the Federal State Statistics Service, etc.
Organizations that continue to operate in the form of accession or separation, in the explanatory note, disclose information on the transfer certificate or separation balance sheet, changes in the amount of the authorized capital, additional capital and other balance indicators.
In case of reorganization in the form of a spin-off, an organization in an explanatory note or in a profit and loss account can display data on incomes and expenses, profits and losses, as well as on income tax.
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