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IFRS 3 is an International Financial Reporting Standard (IFRS) issued by the International Accounting Standards Board (IASB) that outlines the accounting requirements for business combinations. [1] It replaced the previous "pooling of interests" method with a single framework: the Acquisition Method. [2] The standard ensures that an acquirer recognizes the identifiable assets acquired and liabilities assumed at their fair value at the acquisition date. [3]
An entity must account for every business combination by applying the acquisition method, which involves four distinct steps: [4]
One of the combining entities must be identified as the acquirer—the entity that obtains control of the acquiree. [5]
This is the date on which the acquirer legally and effectively obtains control of the acquiree. This is critical because it marks the point at which fair values are measured and the acquiree’s results are consolidated. [6]
The acquirer recognizes, separately from goodwill, the identifiable assets acquired, the liabilities assumed, and any non-controlling interest (NCI) in the acquiree. [7]
Practical Example: Identifying Intangible Assets (Example 1) When an entity acquires a brand-name clothing company, it must recognize the "Brand Name" as an intangible asset separate from goodwill, even if the acquiree had not recognized it in its own financial statements, provided it meets the separability or contractual-legal criteria. [8]
The acquirer recognizes Goodwill as of the acquisition date, measured as the excess of (a) over (b) below: [9]
| Outcome | Accounting Treatment | IFRS Reference |
|---|---|---|
| Goodwill | Recognized as an intangible asset; subject to annual impairment testing rather than amortization. | IFRS 3.32; IAS 36 |
| Bargain Purchase | The "negative goodwill" (gain) is recognized immediately in profit or loss (P&L) after reassessing the values. | IFRS 3.34; IFRS 3.BC371 |
IFRS 3 only applies if the acquired set of activities and assets constitutes a "business." In 2018, the IASB issued amendments to clarify the definition of a business, including an optional "concentration test" to simplify the assessment. [10] If the acquired set is not a business, it is accounted for as a simple asset acquisition.
For each business combination, the acquirer can choose to measure NCI at either: [11]
Practical Example: Measuring NCI (Example 11) If an entity acquires 80% of a company for CU800 and the fair value of the 20% NCI is CU200, the Full Goodwill method would value the NCI at CU200, while the Proportional Share method might value it differently based on the net assets (e.g., if net assets are CU900, NCI would be CU180). [12]
If the purchase price includes a "bonus" payable to the sellers if certain profit targets are met, the acquirer must estimate the fair value of this contingent consideration at the acquisition date and include it in the total consideration transferred. [13]
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The IFRS consolidation suite is a group of accounting standards that define how companies report their relationships with subsidiaries, joint arrangements, and other investees. [14] It consists of three specific standards: IFRS 10, IFRS 11, and IFRS 12. [15]
The following table illustrates the elimination of the investment in a subsidiary against its equity at the date of acquisition, demonstrating the technical transition from individual statements to a consolidated view. [16]
| Item | Parent (Pre-Cons.) | Subsidiary (FV) | Elimination | Consolidated |
|---|---|---|---|---|
| Investment in Subsidiary | 1,000 | 0 | -1,000 (a) | 0 |
| Other Assets | 4,000 | 1,200 | 5,200 | |
| Goodwill | 0 | 0 | +200 (c) | 200 |
| Total Assets | 5,000 | 1,200 | 5,400 | |
| Equity (Parent) | 3,000 | 0 | 3,000 | |
| Equity (Subsidiary) | 0 | 800 | -800 (a) | 0 |
| Non-controlling Interest | 0 | 0 | +400 (b) | 400 |
| Liabilities | 2,000 | 400 | 2,400 | |
| Total Equity & Liab. | 5,000 | 1,200 | 5,400 |
| Component | Elimination Impact | Reference |
|---|---|---|
| Net Assets (Fair Value) | **Dr** Equity (Subsidiary) | IFRS 3.18 |
| Goodwill | **Dr** Asset | IFRS 3.32 |
| Consideration Transferred | **Cr** Investment (Parent) | IFRS 10.B86 |
| Non-controlling Interest | **Cr** Equity (NCI) | IFRS 3.19 |