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1、最新资料推荐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 Accounting Standards Com
2、mittee 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 Standards and Interpretations
3、 issued under previous Constitutions continued to be applicable unless and until they were amended or withdrawn.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 Business Combinations (IFRS 3
4、) 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 Glossary for International
5、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 Policies, Changes in Account
6、ing Estimates and Errors provides a basis for selecting and applying accounting policies in the absence of explicit guidance. IFRS 3 Introduction 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 amendmen
7、ts resulting from IFRSs issued up to 31 December 2006. IAS 22 Business Combinations was issued by the International Accounting 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
8、(issued in November 1983). In April 2001 the International Accounting Standards Board (IASB) resolved that all Standards 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Interpretations issued under previous Constitutions continued to be applicable unless and until they were amended or withdrawn.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 C
9、ombinations. It replaced IAS 22 and three Interpretations: IFRS 3 International Financial Reporting Standard 3 Business 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 A
10、ppendix A are in italics the first time they appear in the Standard. Definitions of other terms are given in the Glossary 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 Repor
11、ting Standards and the Framework for the Preparation and Presentation of Financial Statements. IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors provides a basis for selecting and applying accounting policies in the absence of explicit guidance. IFRS 3 Introduction 国际财务报告准则第3号：企业
12、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 Accounting Standards Committee in October 19
13、98. 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 Standards and Interpretations issued under previo
14、us 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 Business Combinations (IFRS 3) is set out in para
15、graphs 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 Glossary for International Financial Reporting
16、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 Policies, Changes in Accounting Estimates and Er
17、rors 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 replaces the following Interpretations: .
18、 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 Equity Instruments. Reasons for issuing the
19、 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 as unitings of interests, analysts and othe
20、r 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 transactions created incentives for structuring thos
21、e 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, prompted the International Accounting Standa
22、rds 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 America by also prohibiting the method. IN
23、4 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 fair values of identifiable net assets acqui
24、red 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 assets acquired and liabilities assumed co
25、uld 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 extent of the acquirers ownership interest)
26、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 acquisition. The Board believes that permitting
27、 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 the quality of, and seek international conv
28、ergence 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 combination; (c) the recognition of liabilities fo
29、r 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 goodwill and intangible assets acquired in
30、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 scope. The acquirer is the combining entit
31、y 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 equity instruments issued by the acquirer,
32、 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 satisfy the following recognition criteria at t
33、hat 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 its fair value can be measured reliably; (
34、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 intangible asset or a contingent liability, its
35、 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 of the extent of any minority interest. (
36、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 acquirees identifiable assets, liabilities
37、 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 in circumstances indicate that the asset
38、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 business combination if the acquirers intere
39、st 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 information that enables users of an entitys fi
40、nancial 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 for issue; and (iii) some business combinat
41、ions 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 main changes from IAS 22 are described below.
42、 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 combinations classified as unitings of inter
43、ests 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 combinat
44、ion: (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 recognising intangible assets of the acquiree as part of allocating the cost of a combination. IN11 This IFRS requires
45、 an acquirer to recognise liabilities for terminating or reducing the activities of the acquiree as part of allocating the cost of the combination only when the acquiree has, at the acquisition date, an existing liability for restructuring recognised in accordance with IAS 37 Provisions, Contingent
46、Liabilities and Contingent Assets. IAS 22 required an acquirer to recognise as part of allocating the cost of a business combination a provision for terminating or reducing the activities of the acquiree that was not a liability of the acquiree at the acquisition date, provided the acquirer satisfie
47、d specified criteria. IN12 This IFRS requires an acquirer to recognise separately the acquirees contingent liabilities (as defined in IAS 37) at the acquisition date as part of allocating the cost of a business combination, provided their fair values can be measured reliably. Such contingent liabili
48、ties were, in accordance with IAS 22, subsumed within the amount recognised as goodwill or negative goodwill. IN13 IAS 22 required an intangible asset to be recognised if, and only if, it was probable that the future economic benefits attributable to the asset would flow to the entity, and its cost could be measured reliably. The probability recognition criterion is not included in this IFRS because it is always considered to be satisfied for intangible assets acquired in business combinations. Additionally, this IFRS includes guidance clarifying that the fair value of an intang