"NEWS July 20, 2016-membership Payments to equity"

Posted by on Jul 20, 2016

The document OIC 28, revised in 2014, and currently in draft for review, review comprehensively the types of payments made by the shareholders to the company to be placed under heading FIRES (other reserves) in equity. The common denominator of these payments is the absence of the right of return by the shareholders, as the same, unlike the funding provided by the members, are placed in equity and are part of the family of capital reserves. In that regard, it should be noted that the same document OIC 28 distinguishes between:

  • surplus funds, which are generally formed in the allotment of net income, by destination in a specific reservations, or under "retained earnings" (AVIII item in equity);
  • capital reserve, arising generally from capital contributions made by the shareholders without a specific resolution to increase the share capital, or by conversion of bonds into shares, the currency revaluations or waiver on the part of members of previous funds run by them.

This last family, the document contains an examination of the various indications that 28 OIC payments made by the shareholders may take, each of which corresponds to a precise target bond. It is therefore important to understand what those constraints, so as to enable members to carry out payments in favor of the company with the necessary awareness of consequences. More specifically, the document OIC 28 provides for the following types of deposits:

  • capital increase account payments, which shows the amounts of capital subscribed by the shareholders at the time of a divisible capital increase, when the procedure is still in progress at the balance sheet date. This hypothesis, totally residual, is carried out in presence of subscriptions of capital increases made by members pending the entry of resolution in the business register, because until then the sums paid cannot be indicated as social capital, but the above reserve of "transit";
  • future capital increase account deposits representing payments made by members with the specific bond target of future capital increase. In other words, of prepayments made by shareholders in preparation for a formal resolution of capital increase in order to provide financial supply to society. In respect of these payments, the document OIC 28 States that the same have a specific target and constraint that cannot be subject to restitution to shareholders. This constraint must exist from the beginning, that is from the moment the payouts are executed, otherwise these monies must be allocated correctly between the debt of the company to shareholders and not in equity;
  • capital payments, representing deposits "generic" made by shareholders without any target bond future. It is evident that this reserve formed with these payments is free in the sense that there is no specific purpose, it can be used both internally (for capital increases or to cover losses), or for distribution to members, in which case it must be in proportion to the shares of equity participation by the same, even if the payment is done by one partner or more members in disproportionately;
  • contributions to cover losses, made by members after a loss has occurred, in which case the reserve is intended to cover the losses.

In addition to what is stated, within their reserves in equity must be indicated even those reservations that originate from the waiver of members of previous funding made to society in order to strengthen equity. In other words, the waiver by the member becomes the company's debt into equity stakes nature of reserve capital, even if the claim by the Member was of a commercial nature. In fact, in the revised version of the document any waiver of a claim of the CIU 28 members (both financial and commercial) carries the inscription from the company of an equity reserve without transit in the income statement of the company.

by Sandro Cerato