《国际财务报告准则第3号企业合并》最新英文版DOC 185页.docx

1、国际财务报告准则第3号企业合并最新英文版DOC 185页国际财务报告准则第3号：企业合并（最新英文版）0推荐国际财务报告准则第3号：企业合并（最新英文版）IFRS 3 International Financial Reporting Standard 3 ：Business Combinations This version includes amendments resulting from IFRSs issued up to 31 December 2006. IAS 22 Business Combinations was issued by the International Ac

2、counting Standards Committee in October 1998. It was a revision of IAS 22 Business Combinations (issued in December 1993), which replaced IAS 22 Accounting for Business Combinations (issued in November 1983). In April 2001 the International Accounting Standards Board (IASB) resolved that all Standar

3、ds and Interpretations issued under previous Constitutions continued to be applicable unless and until they were amended or withdrawn. In March 2004 the IASB issued IFRS 3 Business Combinations. It replaced IAS 22 and three Interpretations: IFRS 3 International Financial Reporting Standard 3 Busines

4、s Combinations (IFRS 3) is set out in paragraphs 187 and Appendices AC. All the paragraphs have equal authority. Paragraphs in bold type state the main principles. Terms defined in Appendix A are in italics the first time they appear in the Standard. Definitions of other terms are given in the Gloss

5、ary for International Financial Reporting Standards. IFRS 3 should be read in the context of its objective and the Basis for Conclusions, the Preface to International Financial Reporting Standards and the Framework for the Preparation and Presentation of Financial Statements. IAS 8 Accounting Polici

6、es, Changes in Accounting Estimates and Errors provides a basis for selecting and applying accounting policies in the absence of explicit guidance. IFRS 3 Introduction IN1 International Financial Reporting Standard 3 Business Combinations (IFRS 3) replaces IAS 22 Business Combinations. The IFRS also

7、 replaces the following Interpretations: . SIC-9 Business CombinationsClassification either as Acquisitions or Unitings of Interests . SIC-22 Business CombinationsSubsequent Adjustment of Fair Values and Goodwill Initially Reported . SIC-28 Business Combinations“Date of Exchange” and Fair Value of E

8、quity Instruments. Reasons for issuing the IFRS IN2 IAS 22 permitted business combinations to be accounted for using one of two methods: the pooling of interests method or the purchase method. Although IAS 22 restricted the use of the pooling of interests method to business combinations classified a

9、s unitings of interests, analysts and other users of financial statements indicated that permitting two methods of accounting for substantially similar transactions impaired the comparability of financial statements. Others argued that requiring more than one method of accounting for such transactio

10、ns created incentives for structuring those transactions to achieve a desired accounting result, particularly given that the two methods produce quite different results. IN3 These factors, combined with the prohibition of the pooling of interests method in Australia, Canada and the United States, pr

11、ompted the International Accounting Standards Board to examine whether, given that few combinations were understood to be accounted for in accordance with IAS 22 using the pooling of interests method, it would be advantageous for international standards to converge with those in Australia and North

12、America by also prohibiting the method. IN4 Accounting for business combinations varied across jurisdictions in other respects as well. These included the accounting for goodwill and intangible assets acquired in a business combination, the treatment of any excess of the acquirers interest in the fa

13、ir values of identifiable net assets acquired over the cost of the business combination, and the recognition of liabilities for terminating or reducing the activities of an acquiree. IN5 Furthermore, IAS 22 contained an option in respect of how the purchase method could be applied: the identifiable

14、assets acquired and liabilities assumed could be measured initially using either a benchmark treatment or an allowed alternative treatment. The benchmark treatment resulted in the identifiable assets acquired and liabilities assumed being measured initially at a combination of fair values (to the ex

15、tent of the acquirers ownership interest) and pre-acquisition carrying amounts (to the extent of any minority interest). The allowed alternative treatment resulted in the identifiable assets acquired and liabilities assumed IFRS 3 being measured initially at their fair values as at the date of acqui

16、sition. The Board believes that permitting similar transactions to be accounted for in dissimilar ways impairs the usefulness of the information provided to users of financial statements, because both comparability and reliability are diminished. IN6 Therefore, this IFRS has been issued to improve t

17、he quality of, and seek international convergence on, the accounting for business combinations, including: (a) the method of accounting for business combinations; (b) the initial measurement of the identifiable assets acquired and liabilities and contingent liabilities assumed in a business combinat

18、ion; (c) the recognition of liabilities for terminating or reducing the activities of an acquiree; (d) the treatment of any excess of the acquirers interest in the fair values of identifiable net assets acquired in a business combination over the cost of the combination; and (e) the accounting for g

19、oodwill and intangible assets acquired in a business combination. Main features of the IFRS IN7 This IFRS: (a) requires all business combinations within its scope to be accounted for by applying the purchase method. (b) requires an acquirer to be identified for every business combination within its

20、scope. The acquirer is the combining entity that obtains control of the other combining entities or businesses. (c) requires an acquirer to measure the cost of a business combination as the aggregate of: the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and

21、equity instruments issued by the acquirer, in exchange for control of the acquiree; plus any costs directly attributable to the combination. (d) requires an acquirer to recognise separately, at the acquisition date, the acquirees identifiable assets, liabilities and contingent liabilities that satis

22、fy the following recognition criteria at that date, regardless of whether they had been previously recognised in the acquirees financial statements: (i) in the case of an asset other than an intangible asset, it is probable that any associated future economic benefits will flow to the acquirer, and

23、its fair value can be measured reliably; (ii) in the case of a liability other than a contingent liability, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and its fair value can be measured reliably; and(iii) in the case of an intan

24、gible asset or a contingent liability, its fair value can be measured reliably. (e) requires the identifiable assets, liabilities and contingent liabilities that satisfy the above recognition criteria to be measured initially by the acquirer at their fair values at the acquisition date, irrespective

25、 of the extent of any minority interest. (f) requires goodwill acquired in a business combination to be recognised by the acquirer as an asset from the acquisition date, initially measured as the excess of the cost of the business combination over the acquirers interest in the net fair value of the

26、acquirees identifiable assets, liabilities and contingent liabilities recognised in accordance with (d) above. (g) prohibits the amortisation of goodwill acquired in a business combination and instead requires the goodwill to be tested for impairment annually, or more frequently if events or changes

27、 in circumstances indicate that the asset might be impaired, in accordance with IAS 36 Impairment of Assets. (h) requires the acquirer to reassess the identification and measurement of the acquirees identifiable assets, liabilities and contingent liabilities and the measurement of the cost of the bu

28、siness combination if the acquirers interest in the net fair value of the items recognised in accordance with (d) above exceeds the cost of the combination. Any excess remaining after that reassessment must be recognised by the acquirer immediately in profit or loss. (i) requires disclosure of infor

29、mation that enables users of an entitys financial statements to evaluate the nature and financial effect of: (i) business combinations that were effected during the period; (ii) business combinations that were effected after the balance sheet date but before the financial statements are authorised f

30、or issue; and (iii) some business combinations that were effected in previous periods. (j) requires disclosure of information that enables users of an entitys financial statements to evaluate changes in the carrying amount of goodwill during the period. Changes from previous requirements IN8 The mai

31、n changes from IAS 22 are described below. Method of accounting IN9 This IFRS requires all business combinations within its scope to be accounted for using the purchase method. IAS 22 permitted business combinations to be accounted for using one of two methods: the pooling of interests method for co

32、mbinations classified as unitings of interests and the purchase method for combinations classified as acquisitions. Recognising the identifiable assets acquired and liabilities and contingent liabilities assumed IN10 This IFRS changes the requirements in IAS 22 for separately recognising as part of allocating the cost of a business combination: (a) liabilities for terminating or reducing the activities of the acquiree; and (b) contingent liabilities of the acquiree. This IFRS also clarifies the criteria for separately recognisin