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The corporation is the most restricted form of busi ness ownership.
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Equity Accounting for the Corporation
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Accounting for the corporation is distinguished from accounting for the sole proprietorship or the partnership by the treatment of owner s (stockholder s) equity, which, in the corporation, is separated into paid-in cap ital and retained earnings. The reason for this separation is that most states prohibit corporations from paying dividends from other than retained earnings. Paid-in capital is further divided, and so we have three major capital accounts: 1. Capital Stock. This account shows the par value of the stock is sued by the corporation. 2. Additional Paid-in Capital. Amounts paid in beyond the par val ue of stock. 3. Retained Earnings. The accumulated earnings arising from prof itable operation of the business.
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130 BOOKKEEPING AND ACCOUNTING
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If a corporation issues only one class of stock, it is known as common stock, with all shares having the same rights. The ownership of a share of common stock carries with it the right to: 1. Vote in the election of directors and in the making of certain im portant corporate decisions. 2. Participate in the corporation s pro ts. 3. Purchase a proportionate part of future stock issues. 4. Share in assets upon liquidation.
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In order to appeal to a broader market, the corporation may also issue pre ferred stock. This class of stock does not ordinarily carry voting rights (although such rights are sometimes conferred by a special provision in the charter); however, as its name implies, this stock does take preference over common stock in several respects. 1. Prior claim against earning. The board of directors has the pow er to declare and distribute dividends to the stockholders. In such distri butions, the claims of preferred stock are honored before those of com mon stock. However, the amount of dividends paid to preferred stock is usually placed on the amount paid to common stock. From an account ing viewpoint, the priority in receiving dividends constitutes the most im portant bene t of preferred stock. 2. Prior claim to assets. If, upon liquidation of a corporation, the as sets that remain after payment of all creditors are not suf cient to return the full amount of the capital contribution of preferred and common stockholders, payment must rst be made to preferred stockholders. Any balance would then go to common stockholders. Preferred stock may also carry the following options: 1. Call privilege. The issuing company will have the right to redeem (call) the stock at a later date for a predetermined price. This call price would be in excess of the original issue price, such as 105 percent of par value. 2. Conversion privilege. The stockholders, at their option, may con vert preferred stock into common stock. This might be done if the corporation s common stock should become more desirable than the pre ferred stock because of large earnings.
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CHAPTER 17: The Corporation
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Two types of stock that a corporation can offer are common and preferred. All shares of common stock carry a voting right where preferred stock does not ordinarily carry voting rights. Although, preferred stock takes preference over common stock on claims against earnings or claims against assets.
Issue of Stock
Issue at Par When a corporation is organized, the charter will state how many shares of common and preferred stock are authorized. Often more stock is au thorized than is intended to be sold immediately. This will enable the cor poration to expand in the future without applying to the state for permission to issue more shares. When stock is sold for cash and issued immedi ately, the entry to record the security has the usual form: Cash is debited, and the particular security is credited. A corporation may accept property oth er than cash in exchange for stock. If this occurs, the assets should be recorded at fair market value, usually as determined by the board of di rectors of the company. Issue at a Premium or a Discount The market price of stock is in uenced by many factors, such as: 1. Potential earning power. 2. General business conditions and other prospects. 3. Financial condition and earnings record. 4. Dividend record. Stock will be sold at a price above par if investors are willing to pay the excess, or premium. The premium is not pro t to the corporation but
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