The merger of companies and the merger of accounting statements stipulated in the company law are two different issues. The merger of enterprises stipulated in the company law is divided into absorption merger and dissolution merger; Absorption and merger means that after the merger, one enterprise is dissolved and absorbed by another enterprise; Dissolution and merger refers to the dissolution of two enterprises and the establishment of a new enterprise. Accounting report consolidation is to deal with two enterprise reports that need to be processed because of the control relationship. Due to the complexity and long time span of enterprise merger, there are different understandings of the date of report merger, such as the date of signing merger agreement, the date of asset handover, the date of capital payment and the date of management handover. It is generally believed that the date of enterprise merger is the date when the enterprise actually obtains control. The merger date has nothing to do with who keeps the books, but mainly the income attribution on the merger date. The income before the merger belongs to the transferor and the income after the merger belongs to the receiver. The receiver shall re-establish the account and calculate the income, cost, expenses and profits from the merger date. For reference.
What is the connection and difference between the base date and the purchase date of enterprise merger?
My understanding:
The base date of the merger is the scheduled contract date stipulated in the company agreement or announcement. It is usually at the end of the month or the beginning of the month, which is convenient for accounting.
The purchase date is the date when the actual consideration of the merger has been paid or most of it has been paid, and the equity delivery is completed.
Even if the two dates are different, the time difference cannot be too big.
But they may not be the same day.
Is it necessary to prepare consolidated financial statements on the benchmark date of joint-stock reform?
At the time of liquidation, assets and liabilities should be as few as possible. From now on, the liquidation income will be less and the income tax will be less.
Can I merge funds on the base date of irregular conversion?
On the base date of irregular share conversion, the Fund will suspend subscription (including regular fixed investment), redemption,
Transfer custody (including remote transfer custody and cross-system transfer custody, the same below) and pairing conversion business.
On the first working day after the base date of irregular share conversion, the Fund will suspend subscription (including regular fixed investment).
Redemption, re-custody, matching and conversion business, and A and B suspend the transaction.
On the same day, the fund registrant and fund manager handle the share registration confirmation for the holder.
On the second working day after the base date of conversion of irregular shares, the fund is managed.
The manager will announce the confirmation result of share conversion, and the holder can inquire about the fund shares in his account.
On the same day, the Fund resumed the business of subscription (including regular fixed investment), redemption, re-custody, and pairing conversion.
A and B will be suspended for one hour and resumed at 10:30.
Expert: After the merger under the same control, the accounts of the two companies will be consolidated by the surviving party. Is it ok?
Absorption and merger under the same control shall be consolidated and accounted for by the surviving party after the base date of merger. I think it's ok.
For reference.
Is the entry value of consolidated statements determined according to the evaluation benchmark date or the asset delivery date?
Question 2: If there is a long interval between the base date of appraisal and the delivery date of assets, is it necessary to conduct another appraisal on the delivery date of assets, and then account for it according to the new appraisal value? Or directly use the first assessment of 65.438+0.5 billion. In practice, if the time is really long, and the ownership of the current or non-current assets that lead to the value-added assessment still belongs to the acquired enterprise, the retained value-added part can be confirmed according to the value-added assessment. If the fixed assets increase in value, depreciation can be accrued from the appraisal date to the purchase date according to the depreciation policy.
When did business combination start, and the business behavior of the merged party was done for the merged party? Who goes from the base date of the balance sheet to the consolidated journal? thank
The merger of companies and the merger of accounting statements stipulated in the company law are two different issues.
The merger of enterprises stipulated in the company law is divided into absorption merger and dissolution merger; Absorption and merger means that after the merger, one enterprise is dissolved and absorbed by another enterprise; Dissolution and merger refers to the dissolution of two enterprises and the establishment of a new enterprise.
Accounting report consolidation is to deal with two enterprise reports that need to be processed because of the control relationship.
Due to the complexity and long time span of enterprise merger, there are different understandings of the date of report merger, such as the date of signing merger agreement, the date of asset handover, the date of capital payment and the date of management handover. It is generally believed that the date of enterprise merger is the date when the enterprise actually obtains control.
The merger date has nothing to do with who keeps the books, but mainly the income attribution on the merger date. The income before the merger belongs to the transferor and the income after the merger belongs to the receiver.
The receiver shall re-establish the account and calculate the income, cost, expenses and profits from the merger date.
For reference.
Difference between purchase date and merger date
The purchase date refers to the business combination under different control, which is not essentially different from the merger date, and is customarily a business combination under different control. The method we adopt is the purchase method, so the merger date is called the purchase date.
Please consult the merger date and transition profit and loss of the old version.
Example 1: A listed company issues shares to purchase assets.
A listed company issues shares to purchase the assets of Company B, the base date of evaluation is 20 14 12 3 1, and the delivery date is 201June 30, 2005. The appraisal price and purchase price are 654.38+million yuan, and the book net assets of Company B on the appraisal base date are 5 million yuan. The two sides agreed that if the transition period is profitable, it will be owned by Company A, and if the transition period is deficit, Company B will make compensation in cash.
During the transition period, Company B has a profit of 6,543,800 yuan and a net asset of 6 million yuan. Then on June 30th, 20 15, Company A and Company B merged, with the long-term investment cost of1000000 yuan and the goodwill of1000-500-100 = 4 million yuan.
If Company B loses 6,543,800,000 yuan and its net assets are 4,000,000 yuan during the transition period, when Company A merges with Company B on June 30, 2065,438+05, its long-term investment cost is 6,543,800,000 yuan and its goodwill is 654.38+000-500+654.38+000 = 6000. At the same time, after receiving the cash compensation from Company B, it was confirmed that the non-operating income was 6,543,800 yuan+0,000 yuan.
Equity transfer date and equity transfer base date
Isn't the benchmark date set as the benchmark for equity pricing? After that, the income is stipulated to the new shareholders, so the profit consolidated statement must be 630.