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Joint-stock restructuring of the Company from the valuation date to explore the establishment of Japanese-related issues

Author: RenPeng From: www.yourpaper.net Posted: 2007-11-21 20:49:47 Read:
This paper discusses a joint-stock company restructuring, mainly referring to the main sponsor of state-owned enterprises, peel the production of non-operating assets, its quality assets funded high-risk assets and non-performing assets, and intends to make a public offering of shares of the company. Such restructuring from the valuation date to set up between China and Japan will involve a series of accounting problems, including verification, in the calculation of the gain or loss on vesting, Tiaozhang and prepare accounts as well as the evaluation period shall be handled. In practical work, material production reporting issuers, underwriters, and registered accountants and lawyers, understand and deal with the above problems are quite different, each have their own practices. I intend to explore this, to start a discussion.
a verification practice
China adopted a system of paid-in capital, restructuring of the joint-stock company before the first verification, the verification process is to confirm whether an asset is the process in place. The contribution of the main sponsor with the peel into the difference between the shares of the company's assets and liabilities, net assets invested these assets from the valuation date to the date of establishment is still in the normal operating activities. Therefore, the main sponsor funded certification is necessary to verify that the verification of all details of the assets to be invested AG condition, but also liabilities to be invested to verify. Joint-stock restructuring the capital verification report should be all subscribed by the promoters of the capital paid up on all the day. The main sponsor must be the day before, will be evaluated to confirm and continuing operations in the balance transferred to the shares of the Preparatory Committee of the Company in accordance with the agreed amount of the settlement is completed. As we all know, to the actual delivery of assets from the asset valuation date are still some time distance. In the meantime, the shares of the company's assets, liabilities due to the constant operators will change in the magnitude of value to be invested, resulting in operating profit and loss, resulting in the occurrence of a change in the amount of the net assets recognized in the asset valuation date. The main sponsor must ensure that the net assets truthfully investment commitments in the Contribution Agreement discount shares in the capital verification report date. The operating loss during the part of the cash to make up the earnings to the Lord all of the promoters. Auditor's Responsibility is the investment in accordance with the requirements of the auditing standards for authentication, to prove the authenticity of the invested capital.
But the actual work of certified public accountants in the implementation of such business, there are a variety of recognized caliber, the great differences: (1) the assets and liabilities of the full assessment report presented valuation date shall prevail verification report issued. (2) Generally speaking capital contributions of initiators have been put in place to assess the net asset recognized as a specific breakdown of the amount of its contribution, there is no verification of assets and liabilities. (3) first identified in the asset evaluation report included in the scope of assets assessment of assets and liabilities at the valuation date, plus consider the gains and losses from the valuation date to the date of the verification report generated from operations for verification. Here there are two cases to determine the gain or loss when it comes to carry-over costs, depreciation of fixed assets and amortization of intangible assets, based on the original book value before the asset evaluation, the second is based on the value of the asset evaluation. Then, on this basis, to determine the amount of the net assets of the shares of the company's investment in the asset delivery date. As the main sponsor intends to invest the assets of the company shares, before the delivery of the PC to the AG Department operates independently, the resulting operating surplus is the main sponsor, and the amount of the loss from operations, the main sponsor must make up to achieve the amount of subscription for new shares converted into shares in the funding agreement.
The first two treatment methods are not considered to be invested assets from the valuation date to the operators in the delivery of assets between the date of the possible impact. This period is entirely possible to produce a significant impact on the operating results of net assets. Operating loss be removed without verification, the main sponsor of the invested capital will be insufficient, and thus will affect the shares of the company's capital preservation while other promoters grave injustice will inevitably result in the verification behavior false, the establishment become empty. The first case, the third method is questionable. Shares of the company's assets to be invested in the operation may give rise to a gain or loss in continuing operations, taking into account the main sponsor, determine the profit or loss before the assessment is still the main sponsor book value as a basis for pricing, lower costs recognized, the impact to the accuracy of the calculation of gain or loss for the period. At the same time, the acquisition date of delivery to the AG's assets are re-determined in the assessment of assets denominated in diameter measured only net assets in the current period gains and losses before the assessment denominated caliber measurement is obviously unreasonable. Therefore, I agree with the second case, the third method that must pay attention to confirm the main sponsor of invested assets at the valuation date to the resulting gain or loss between the actual settlement date of the asset. In the calculation of the gain or loss recognized related to the cost of carry-over provision for depreciation, amortization of intangible assets should be based on the assessment of recognition of the asset value calculation.
"Lead underwriter check point 23, the requirements of Section 302 of the Financial Statements," in other important matters, whether or not to disclose the company from the valuation date to the allocation of profits between the date of initial public offering application documents case? disclosure of inventories, fixed assets, intangible assets and other assets based on the assessed value or book value cost of carry or adjust the depreciation or amortization installments? If you have assigned to the initiator, is clearly stated on capital preservation to assess the price calculated? If a funded commitment to real responsibility by the promoters? "which states also require from the valuation date to the establishment of the company's profit allocation and costs carried forward.
daily accounts of the company should be established in the verification deadline or company
Verification apply for a business license from the date of the capital verification report to the date of issuance of the business license will take some time. From a legal perspective, a business license to be considered valid, only the accounts of the establishment of the enterprise. However, from a financial point of view, the monetary funds invested by the promoters of the AG is credited to the Preparatory Committee of the Stock Company is designed as a joint stock company account opened, the main sponsor of the invested assets, liabilities Preparatory Committee by the Joint Stock Company on behalf of the Joint Stock Company, to undertake the acceptance. The main sponsor of investment is still continuing operations of economic entities, financial, factors of production are constantly changing. This requires the immediate establishment of an independent accounting system on behalf of the AG. Therefore, I believe that the shares of the accounts can not wait until to obtain a business license, you must promptly after verification. And obtain a business license is a legal form of capital in place and operational AG is a meaningful economic issues, prepare accounts shall be done in accordance with the principle of substance over form. the three from the valuation date to the company to set up day gain or loss on the question of attribution
From the valuation date to the verification deadline, from the valuation date to the the verification deadline and verification deadline to the company can be divided into two stages establishment. The first phase of the attribution of profits in above. Verification deadline to the date of the establishment of the company, all shareholders shares of the company's funds to be invested in accordance with the provisions and requirements of the investment agreement in place, this time, therefore, the profit shall be awarded to all shareholders of all of the shares of the company. Some enterprises, from the verification deadline to the company intends to issue shares for the first time to set up day for a long time, this time all the profits go to the main sponsor of all, this is inappropriate. After the founding of the company to the public offering of shares, the company shall convene a general meeting, determine the accumulated profit since when all formerly owned by the original promoter shareholders, when the profits go after the listing of new and old shareholders shared. Profit owned by the original promoter shareholders entitled to conduct audits, as required, and carried forward to the dividends payable account.
About when as Tiaozhang the preparation before and after the balance sheet table in the Tiaozhang. Many companies provide the first stock offering materials, will Tiaozhang date given for the company's launch date. Based on the above discussion, I think, the accounting adjustment date is the date of the accounts, should be at this point of the verification date.
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