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TECHNICAL ADVISORY SERVICES HELPSHEET

Accounting for groups under FRS 102

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Published: 13 Mar 2020 Updated: 02 Feb 2021 Update History

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Contents

Technical helpsheet to help ICAEW members to understand key aspects of accounting for groups under FRS 102.

Introduction

This helpsheet has been issued by ICAEW’s Technical Advisory Service to help ICAEW members to understand key aspects of accounting for groups under FRS 102.

Members may also wish to refer to the following related helpsheets:

Exemptions from consolidation

Most exemptions surrounding consolidation are contained within company law and are echoed within FRS 102.

Exemptions from preparing consolidated accounts (for accounting periods commencing before 1 January 2021)

FRS 102 paragraph 9.3 outlines the exemptions from preparing consolidated accounts. Broadly, for accounting periods commencing before 1 January 2021, a parent need not prepare consolidated accounts if:

  • the parent, and the group headed by it, qualify as small under s383 of the Companies Act 2006 and the parent and the group are considered eligible for the exemption as determined by reference to sections 384 and 399(2A) of the Companies Act 2006; or
  • the parent is included in the consolidated accounts of an EEA parent, its immediate parent is established under the law of an EEA state and all of the requirements set out in s400 of the Companies Act 2006 are met*; or
  • the parent is included in the consolidated accounts of a non-EEA parent and all of the requirements set out in s401 of the Companies Act 2006 are met*; or
  • all of the subsidiaries are required to be excluded from consolidation by FRS 102 paragraph 9.9 (Companies Act 2006 s402); or
  • for a parent not subject to the Companies Act 2006, if the statutory framework that applies to it (if any) does not require the preparation of consolidated financial statements.

* These exemptions do not apply if any of the parent’s transferable securities are admitted to trading on a regulated market in an EEA state.

Exemptions from preparing consolidated accounts (for accounting periods commencing on or after 1 January 2021)

FRS 102 paragraph 9.3 outlines the exemptions from preparing consolidated accounts. Broadly, for accounting periods commencing on or after 1 January 2021, a parent need not prepare consolidated accounts if:

  • the parent, and the group headed by it, qualify as small under s383 of the Companies Act 2006 and the parent and the group are considered eligible for the exemption as determined by reference to sections 384 and 399(2A) of the Companies Act 2006; or
  • the parent is included in the consolidated accounts of a UK parent, its immediate parent is established under the law of any part of the UK and all of the requirements set out in s400 of the Companies Act 2006 are met*; or
  • the parent is included in the consolidated accounts of a non-UK parent and all of the requirements set out in s401 of the Companies Act 2006 are met*; or
  • all of the subsidiaries are required to be excluded from consolidation by FRS 102 paragraph 9.9 (Companies Act 2006 s402); or
  • for a parent not subject to the Companies Act 2006, if the statutory framework that applies to it (if any) does not require the preparation of consolidated financial statements.

* These exemptions do not apply if any of the parent’s transferable securities are admitted to trading on a UK regulated market.

Practically, what are the changes?

  • Practically, the changes mean that FRS 102 remains consistent with the Brexit-related changes to the Companies Act 2006. With respect to consolidation, the key changes are that:
  • The consolidation exemption offered by s400 is restricted such that it is only be available where the company is included in the consolidated accounts of a UK parent and its immediate parent is established under the law of any part of the UK.
  • The consolidation exemption offered by s401 is expanded such that it is available where the parent is included in the consolidated accounts of a non-UK (rather than non-EEA) parent.

Exemptions from consolidating particular subsidiaries

There are a small number of exemptions from consolidating particular subsidiaries when they are immaterial (both individually and collectively, if there is more than one), there are severe long term restrictions or where the subsidiary is held exclusively with a view to resale.

More information is provided in the helpsheet When can a subsidiary be excluded from consolidation under FRS 102?

Exemptions from consolidation

Most exemptions surrounding consolidation are contained within company law and are echoed within FRS 102.

Exemptions from preparing consolidated accounts (for accounting periods commencing before 1 January 2021)

FRS 102 paragraph 9.3 outlines the exemptions from preparing consolidated accounts. Broadly, for accounting periods commencing before 1 January 2021, a parent need not prepare consolidated accounts if:

  • the parent, and the group headed by it, qualify as small under s383 of the Companies Act 2006 and the parent and the group are considered eligible for the exemption as determined by reference to sections 384 and 399(2A) of the Companies Act 2006; or
  • the parent is included in the consolidated accounts of an EEA parent, its immediate parent is established under the law of an EEA state and all of the requirements set out in s400 of the Companies Act 2006 are met*; or
  • the parent is included in the consolidated accounts of a non-EEA parent and all of the requirements set out in s401 of the Companies Act 2006 are met*; or
  • all of the subsidiaries are required to be excluded from consolidation by FRS 102 paragraph 9.9 (Companies Act 2006 s402); or
  • for a parent not subject to the Companies Act 2006, if the statutory framework that applies to it (if any) does not require the preparation of consolidated financial statements.

* These exemptions do not apply if any of the parent’s transferable securities are admitted to trading on a regulated market in an EEA state.

Exemptions from preparing consolidated accounts (for accounting periods commencing on or after 1 January 2021)

FRS 102 paragraph 9.3 outlines the exemptions from preparing consolidated accounts. Broadly, for accounting periods commencing on or after 1 January 2021, a parent need not prepare consolidated accounts if:

  • the parent, and the group headed by it, qualify as small under s383 of the Companies Act 2006 and the parent and the group are considered eligible for the exemption as determined by reference to sections 384 and 399(2A) of the Companies Act 2006; or
  • the parent is included in the consolidated accounts of a UK parent, its immediate parent is established under the law of any part of the UK and all of the requirements set out in s400 of the Companies Act 2006 are met*; or
  • the parent is included in the consolidated accounts of a non-UK parent and all of the requirements set out in s401 of the Companies Act 2006 are met*; or
  • all of the subsidiaries are required to be excluded from consolidation by FRS 102 paragraph 9.9 (Companies Act 2006 s402); or
  • for a parent not subject to the Companies Act 2006, if the statutory framework that applies to it (if any) does not require the preparation of consolidated financial statements.

* These exemptions do not apply if any of the parent’s transferable securities are admitted to trading on a UK regulated market.

Practically, what are the changes?

  • Practically, the changes mean that FRS 102 remains consistent with the Brexit-related changes to the Companies Act 2006. With respect to consolidation, the key changes are that:
  • The consolidation exemption offered by s400 is restricted such that it is only be available where the company is included in the consolidated accounts of a UK parent and its immediate parent is established under the law of any part of the UK.
  • The consolidation exemption offered by s401 is expanded such that it is available where the parent is included in the consolidated accounts of a non-UK (rather than non-EEA) parent.

Exemptions from consolidating particular subsidiaries

There are a small number of exemptions from consolidating particular subsidiaries when they are immaterial (both individually and collectively, if there is more than one), there are severe long term restrictions or where the subsidiary is held exclusively with a view to resale.

More information is provided in the helpsheet When can a subsidiary be excluded from consolidation under FRS 102?

The purchase method

Most acquisitions under FRS 102 are accounted for using the purchase method (previously known as acquisition accounting) in accordance with paragraphs 19.6 to 19.24.

The purchase method broadly requires entities to:

  • identify the acquirer;
  • determine the acquisition date;
  • measure the cost of the business combination at the fair value of the consideration paid plus any directly attributable costs; and
  • allocate, at the acquisition date, the cost of the business combination to the assets acquired and liabilities and provisions for contingent liabilities assumed.

Any difference between the cost of the business combination and the acquirer’s interest in the net amount of the identifiable assets, liabilities and provisions for contingent liabilities is recognised as goodwill or (in very rare circumstances) ‘negative’ goodwill in accordance with paragraphs 19.22 to 19.24.

Intangible assets acquired in a business combination

Guidance on accounting for intangible assets acquired in a business combination is available in the helpsheet Accounting for intangible assets and goodwill under FRS 102.

Deferred tax in a business combination

As Section 29 of FRS 102 takes a ‘timing differences plus’ approach to deferred tax, deferred tax is recognised on fair value adjustments when consolidating a subsidiary for the first time.

The identifiable assets, liabilities and contingent liabilities of the acquiree are recognised in the consolidated financial statements at their fair values at the acquisition date, but these fair values may be different from the amount which is deductible for (or liable to) corporation tax. In such cases, FRS 102 paragraph 29.11 requires the recognition of deferred tax. More information is provided in the helpsheet Deferred tax under FRS 102.

Merger accounting

Merger accounting is only permissible in very specific circumstances under FRS 102. FRS 102 paragraph 19.6 requires the use of the purchase method for all business combinations, except for:

  • group reconstructions, which may be accounted for by using merger accounting (subject to meeting the specific criteria in paragraph 19.27 – see below); and
  • certain business combinations involving public benefit entities, which must be accounted for in accordance with Section 34 Specialised Activities.

Group reconstructions

The term ‘group reconstruction’ is narrowly defined in FRS 102 as any one of the following arrangements:

  • the transfer of an equity holding in a subsidiary from one group entity to another;
  • the addition of a new parent entity to a group;
  • the transfer of equity holdings in one or more subsidiaries of a group to a new entity that is not a group entity but whose equity holders are the same as those of the group’s parent;the combination into a group of two or more entities that before the combination had the same equity holders;
  • the transfer of the business of one group entity to another; or
  • the transfer of the business of one group entity to a new entity that is not a group entity but those equity holders are the same as those of the group’s parent.

Requirements of FRS 102 paragraph 19.27

FRS 102 paragraph 19.27 permits group reconstructions to be accounted for by using the merger accounting method provided:

  • the use of merger accounting is not prohibited by company law or other relevant legislation (see below );
  • the ultimate equity holders remain the same, and the rights of each equity holder, relative to the others, are unchanged; and
  • no non-controlling interest in the net assets of the group is altered by the transfer.

Company law requirements for merger accounting

The requirements under company law are set out in paragraph 10 of Schedule 6 in both the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) and the Small Companies and Groups (Accounts and Directors’ Reports) Regulations 2008 (SI 2008/409).

The requirements are that:

  • the undertaking whose shares are acquired is ultimately controlled by the same party both before and after the acquisition;
  • the control referred to above is not transitory; and
  • adoption of the merger method accords with generally accepted accounting principles or practice.

In certain common control transactions, where there is no ultimate controlling party, but the entity is ultimately controlled by the same group of people both before and after the acquisition, it may be appropriate to invoke a true and fair override to the regulations in order to apply merger accounting.

Principles of merger accounting

The principles of the merger accounting method are set out in paragraphs 19.29 to 19.32 of FRS 102. In summary:

  • the assets and liabilities of parties to the combination are not required to be restated to fair value (although adjustments to achieve uniformity of accounting policies may be required);
  • the results and cash flows of combining entities are brought into the accounts from the beginning of the financial year in which the combination occurred; and
  • comparatives are restated to combine the results of the combining entities for the previous period.

Changing holdings

Entities may change their holdings in other entities which could result in associates becoming subsidiaries, subsidiaries becoming associates or changes in a controlling interest in a subsidiary for example. Each case is different, however, a key consideration is whether control is either achieved or lost as a result of the change.

Stepped acquisition

When an entity increases its stake in a related undertaking (such as an associate) which results in it obtaining control, the purchase method is applied to the acquisition and goodwill will usually arise on the business combination.

The identifiable net assets of the subsidiary are included in the consolidation at their fair value on the date control is achieved. Goodwill is also recognised at the date control is achieved. It is generally calculated as the difference between the aggregate fair value of the consideration given at each acquisition stage and the fair value of the parent’s interest in the identifiable net assets of the subsidiary at the date control is achieved.

In rare circumstances, where this method of calculation would fail to give a true and fair view, goodwill may be calculated as the sum of the goodwill arising from each purchase of an interest in the subsidiary, adjusted as necessary for any subsequent impairment. The difference between the goodwill calculated using this method and that calculated in accordance with the above approach is recognised in reserves.

Increasing a controlling interest in a subsidiary

Any changes in the parent’s controlling interest in a subsidiary that do not result in a loss of control are treated as transactions with equity holders in their capacity as equity holders. No additional goodwill arises on the date the controlling interest increases nor are the identifiable net assets revalued to fair value.

The requirements are set out in FRS 102 paragraph 22.19 and can be summarised as follows:

  • the carrying amount of the non-controlling interest is recalculated as the new percentage of net assets held;
  • the amount paid out to (or received from) the non-controlling interest is reflected in net assets; and
  • any difference between these two amounts is taken directly to equity (attributable to the parent) and is not shown as a gain or loss.

More information and a worked example of a parent increasing its controlling interest in a subsidiary can be found in the FRC Staff Education Note 15: Acquisitions and disposals of subsidiaries (Example 1).

Decreasing a controlling interest in a subsidiary

Where a parent reduces its stake in a subsidiary but retains control, the same requirements apply as when a parent increases its controlling interest.

For example, Entity P owns 80% of Entity S and agrees to sell a 10% stake to the non-controlling interest for cash consideration of £100,000. Immediately before the transaction took place, Entity S’s total net assets as reported in the consolidated accounts amounted to £900,000 and the non-controlling interest was £180,000.

The double entries made in the consolidated accounts of Entity P are as follows:

Dr Cash £100,000
Cr NCI £90,000 ((30% x £900,000) - £180,000)
Cr Equity £10,000

If in doubt seek advice

ICAEW members, affiliates, ICAEW students and staff in eligible firms with member firm access can discuss their specific situation with the Technical Advisory Service on +44 (0)1908 248 250, via webchat or e-mail technicalenquiries@icaew.com.

Terms and conditions

© ICAEW 2020  All rights reserved.

ICAEW cannot accept responsibility for any person acting or refraining to act as a result of any material contained in this helpsheet. This helpsheet is designed to alert members to an important issue of general application. It is not intended to be a definitive statement covering all aspects but is a brief comment on a specific point.

ICAEW members have permission to use and reproduce this helpsheet on the following conditions:

  • This permission is strictly limited to ICAEW members only who are using the helpsheet for guidance only.
  • The helpsheet is to be reproduced for personal, non-commercial use only and is not for re-distribution.

For further details members are invited to telephone the Technical Advisory Service T +44 (0)1908 248250. The Technical Advisory Service comprises the technical enquiries, ethics advice and anti-money laundering helplines. For further details visit icaew.com/tas.

Changelog Anchor
  • Update History
    02 Feb 2021 (05: 00 PM GMT)
    Changelog created, helpsheet converted to new template
    02 Feb 2021 (05: 01 PM GMT)
    Updated for proposed Brexit related changes and removed refs to Sept 2015 version of FRS 102.
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