Chapter 1 – Nature and regulation of companies
Outline the differences between shares and debentures.
Ordinary shares attract no fixed rate of dividend, carry voting rights and may participate in surplus assets and profits of the company – they represent ownership of x% of the company. Ordinary shares are classified as equity. The company may issue shares either fully paid or partly paid (s. 254A). If partly paid shares are issued, the shareholder is liable to pay calls on the shares (except in the case of no-liability companies). A company also has the right to issue preference shares, but may only do so either if there is a statement in its constitution setting out the rights of these shareholders or if these rights have been approved by a special resolution of the company. Not all preference shares are the same. Classification of preference shares as equity or liabilities depends on the rights and features of the shares – judgment is required re which classification is appropriate. For example, redeemable, cumulative 10% preference shares, which are to be redeemed on a set date, are definitely liabilities. Preference shares redeemable at the option of the company may or may not be liabilities, depending on the probability of the company redeeming them. Debentures are issued by the company raise funds but are borrowings, not equity. Debentures may be secured. A trust deed/trustee must be established to protect the rights of debenture holders.
Does a company have to comply with accounting standards in order to show a ‘true and fair view’ of its financial affairs? Discuss.
Before the early 1990s, the directors of a company could elect not to comply with an accounting standard issued by the AASB if they believed the particular standards would cause the accounts not to present a true and fair view. This 'true and fair override' no longer exists and directors must now comply with applicable accounting standards and add any additional information in the notes to the financial statements if they believe adherence to the standards does not present a true and fair view. Compliance with standards therefore has become the norm, resulting in an increased interest, both positive and negative, in the requirements of accounting standards by different lobby groups, particularly among those required to prepare financial statements.
To which entities do accounting standards apply? Discuss the nature of a reporting entity, and consider reasons for the concept being replaced.
Accounting standards apply to the general-purpose financial statements/reports of entities which are “reporting entities” and also to those entities which decide to prepare general-purpose financial statements even if they are not reporting entities.
The AASB, in SAC 1, provided the following definition of a reporting entity:
Reporting entities are all entities (including economic entities) in respect of which it is reasonable to expect the existence of users who rely on the entity’s general purpose financial report for information that will be useful to them for making and evaluating decisions about the allocation of scarce resources.
All reporting entities are subject to accounting standards when preparing their general-purpose financial statements. Entities such as small proprietary companies, family trusts, partnerships, sole traders and wholly owned subsidiaries of Australian reporting entities will normally not be required to prepare general purpose statements in accordance with accounting standards.
Following the release of the IASB’s Exposure Draft of a Proposed IFRS for Small and Medium-Sized Entities, (SMEs) published in February 2007, the AASB issued, in May of that year, Invitation to Comment ITC 12, proposing to revise the differential reporting regime in Australia by switching the focus away from whether an entity is/is not a reporting entity to whether the entity (subject to a size...
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