동일지배하의 거래에 대한 회계처리

Transactions under common control (hereafter, UCC transactions) are transactions that take place among companies under common control. UCC transactions occur often in various business contexts including group restructurings, spin-offs, and initial public offerings. UCC transactions can have different impacts on financial statements depending upon how they are accounted for. Nevertheless, there has been no accounting standard for UCC transactions issued by Korean accounting standard-setters. In the absence of a specific promulgated standard, the Financial Supervisory Service and the Korea Accounting Institute have issued accounting guidances for UCC transactions in the form of Q&A. However, the two institutions issued guidances on an ad-hoc basis to address specific accounting questions raised in the practice, because there was no accounting standard to provide a frame of reference. This in turn led to diverse accounting treatments for UCC transactions in practice, reducing comparability of accounting information across firms and periods within a firm. The purpose of this study is to establish basic concepts of UCC transactions and to suggest accounting methods on various types of UCC transactions. Specifically, we review accounting treatments for UCC transactions in IFRS, US GAAP and Korean GAAP. Then, we define basic concepts on UCC transactions and present the framework of accounting treatments for UCC transactions. Finally, we suggest contents that need to be included in the accounting standard for UCC transactions. Main results of the study are as follows: first, the lack of a specific promulgated accounting standard for UCC transactions is not limited to Korean GAAP. None of accounting standard-setters around the world, including IASB and FASB provides a comprehensive and systematic accounting standard for UCC transactions. Second, concerning accounting treatments for UCC transactions a parent company should account for UCC business combinations from the UCC entity perspective. On the other hand, subsidiaries can take two alternative perspectives: (1) UCC entity perspective, and (2) independent reporting entity perspective. Under the UCC entity perspective, subsidiaries account for UCC business combinations as those that lack economic substance like a parent company. Under the independent reporting entity perspective, subsidiaries account for UCC business combinations as if they are independent of a parent company or other subsidiaries. The advantage of the latter approach is to provide more relevant information for non-controlling shareholders of subsidiaries. Thus, we suggest the second approach for subsidiaries because many of subsidiaries are partly owned in Korea. Third, it is a global practice to account for a transfer of (an) individual asset(s) between companies under common control as an arm’s length transaction. In this case, a parent company eliminates its’ share in profits or losses resulting from UCC transactions when it prepares the parent-only financial statements using the equity method. Fourth, if the UCC entity is controlled by an individual or individual groups, it may consist of multiple reporting entities some of which prepare consolidated financial statements (‘consolidation group’). If UCC transactions occur companies within and without a consolidation group, the transactions are accounted for as if they are incurred between subsidiaries. Finally, the accounting methods for UCC transactions suggested in this study assume that the current Korean GAAP is in effect. Therefore, they need to be revised to incorporate the K-IFRS when K-IFRS is in effect. Under the K-IFRS parent companies treat investment in subsidiaries in its books as an investment asset using the cost or fair value method. Thus, all UCC transactions are also accounted for as arm’s length transactions.