Tax implications on application of New UK GAAP, FRS 101. FRS 101 Overview Paper. Tax implications

Transcription

1 FRS 101 Overview Paper Tax implications Date of publication: 22 January 2014

2 Contents INTRODUCTION 1 BACKGROUND 2 Summary of the changes to the accounting standards 2 Interaction of these changes with tax 3 Non-UK incorporated companies 3 PART A COMPARISON BETWEEN CURRENT UK GAAP AND FRS Reporting financial performance 4 2. Consolidated accounts/separate financial statements, investments in associates and joint ventures 6 3. Accounting policies, estimates and errors 7 4. Financial instruments 9 5. Inventories/stock Investment property Property, plant & equipment Intangible assets including goodwill Business combinations Leases Provisions Revenue recognition Government grants Borrowing costs Share based payments Employee benefits Foreign currency translation 28 18: Liabilities and Equity 31

3 PART B - TRANSITIONAL ADJUSTMENTS (CURRENT UK GAAP TO FRS 101) Accounting General Trading Intangibles Financial instruments 35 GLOSSARY OF TERMS USED IN THIS PAPER 39

4 Introduction Over the next few years UK companies are likely to see changes to the accounting practice used to prepare financial statements. In particular, many UK companies will be required to apply one of EU-Endorsed IFRS, FRS 101 or FRS 102. The background to this is explained in more detail below. The purpose of this overview paper (hereafter the paper ) is to assist companies who are thinking of choosing or have already chosen to apply FRS 101. In particular, it provides an overview of the key accounting changes and the key tax considerations that arise for those companies that transition from Current UK GAAP 1 to FRS 101. The main section of this paper is split into two parts: Part A of this paper provides a comparison of the accounting and tax differences that arise between Current UK GAAP and FRS 101; and Part B of this paper provides a summary of the key accounting and tax considerations that arise on transition from Current UK GAAP to FRS 101. The paper concentrates on the corporation tax position. It may also assist individuals (and other entities) that are within the charge to income tax as many of the accounting and tax issues will be similar. However, there are significant differences between the two tax regimes which are not reflected in this paper. In particular, there are specific rules for loan relationships, derivative contracts and intangible fixed assets which only apply for the purposes of corporation tax. For companies that transition from Current UK GAAP to FRS 102 a separate paper providing an overview of the key accounting and tax considerations is available. This paper reflects HMRC s current thinking and it is based on the law as it stood as the date of publication. It is intended that this paper will be updated as further information is available and as new accounting standards and tax law develop. The Government is considering limited changes to secondary legislation, particularly in respect of (i) foreign exchange movements on permanent-as-equity debt; and (ii) the time limits and complexity of elections under the Disregard Regulations. The Government will continue to work with companies and their advisers to assist with the tax issues that could arise on transition to the new accounting standards. The commentary provided in the paper is of a general nature. Companies should not rely on the commentary in isolation and it is not intended as a substitute for referring to the accounting standards and tax law. Changing the basis on which accounts are prepared is a complex area and companies may wish to consider discussing the implications of transition with its advisers and/or consult the detailed guidance in the HMRC manuals. It remains the responsibility of the entity or individual to ensure that it prepares accounts in accordance with relevant GAAP and submits a self assessment in line with UK tax law. Note that where HMRC considers that there is, or may have been, avoidance of tax the analysis as presented will not necessarily apply. 1 Defined, for purposes of this paper only, on page 2 Page 1 of 39

5 Background Summary of the changes to the accounting standards There currently exists a suite of accounting standards in the UK. Subject to certain restrictions detailed in the respective standards themselves, entities may choose or may be required to prepare their accounts under one of the following: EU endorsed IFRS/IAS: those accounts prepared in accordance with International Accounting Standards within the meaning of s395 of the Companies Act. Hereafter IAS for the purposes of this paper. New UK GAAP: FRS 100, FRS 101 and FRS 102. Entities applying New UK GAAP will, within the framework of FRS 100, apply one of FRS 101 or FRS 102. FRS 101 is effectively the recognition and measurement requirements of IAS subject to some adjustments to ensure alignment with UK Companies Act and also reduced disclosure requirements. FRS 102 is a new suite of accounting requirements which are closely aligned to, but are not the same as, IFRS. Hereafter New UK GAAP for purposes of this paper. Current UK GAAP: substantively the FRS s, SSAP s, UITF s and relevant accepted practice in existence and applied prior to the introduction of New UK GAAP. For purposes of this paper this is described as Current UK GAAP. For the avoidance of doubt this paper includes FRS 26 (and related standards) within its meaning of Current UK GAAP unless otherwise stated. FRSSE: the Financial Reporting Standard for Smaller Entities. Entities that meet the eligibility criteria may prepare and file abbreviated accounts. Micro entities: Companies that meet the eligibility criteria may prepare and file abridged accounts. For periods commencing on or after 1 January 2015 UK companies will not be permitted to prepare their accounts in accordance with Current UK GAAP. Instead entities which applied Current UK GAAP will need to transition from Current UK GAAP to one of the alternatives. It is expected that for many entities currently applying Current UK GAAP they will transition to one of FRS 101 or FRS 102. For example: a large UK company may continue to prepare its 31 December 2014 accounts in accordance with Current UK GAAP. However, for its 31 December 2015 accounts it is no longer allowed to use Current UK GAAP. Instead it must choose to apply one of IAS, FRS 101 or FRS 102. Transition to one of IAS, FRS 101 or FRS 102 will impact on the accounts in two key ways: Assets and liabilities at the accounting transition date will be identified, recognised and measured in line with the requirements of the new standards; and Thereafter profits and losses will be recognised in accordance with the new standards. These may differ from those profits and losses that would have been reported had Current UK GAAP been retained. Page 2 of 39

6 Interaction of these changes with tax Tax legislation for companies requires that the profits of a trade are calculated in accordance with generally accepted accountancy practice, subject to any adjustment required or authorised by law in calculating profits for corporation tax purposes (section 46 Corporation Tax Act 2009). Similar rules exist in other parts of the tax legislation. Generally accepted accountancy practice for corporation tax purposes is defined at section 1127 Corporation tax Act 2010 and is: UK Generally accepted accountancy practice generally accepted accountancy practice in relation to accounts of UK companies (other than IAS accounts) that are intended to give a true and fair view or, In relation to a company that prepares IAS accounts means generally accepted accountancy practice in relation to IAS accounts As noted above, the corporation tax treatment for companies relies heavily on the accounting treatment adopted in the company s accounts. With the introduction of IAS in 2004 / 2005, a number of changes were made to the tax legislation to deal with certain issues that arose for companies that transitioned to IAS in their entity accounts. In many cases, the effect of these rules is to provide tax treatment which is broadly equivalent to companies that continued to use the previous UK GAAP. The changes made to the tax statute are not generally restricted to companies that have IAS accounts. So the rules will also apply to companies that have, for example, adopted FRS 26 with the result that derivative contracts have been fair valued. The rules are also likely to be relevant for companies which adopt FRS 101 and FRS 102 where they face similar issues to those encountered by companies adopting IAS. Non-UK incorporated companies It is possible for companies incorporated outside of the UK to be resident in the UK. In addition, the tax statute can require consideration of the application of generally accepted accounting practice to companies that are not resident in the UK (e.g. Controlled Foreign Companies). In most cases the same statutory definition of generally accepted accounting practice applies. As such, where the company prepares IAS accounts, these will be used to calculate profits; and in other cases the profits will be calculated on the basis of UK GAAP (as it would be applicable for such a company). Page 3 of 39

7 PART A Comparison between Current UK GAAP and FRS 101 This part of the paper provides a comparison of the ongoing accounting and tax differences that arise between Current UK GAAP and FRS Reporting financial performance Accounts prepared in accordance with Current UK GAAP are required to present, amongst other things, a profit and loss account (P&L), balance sheet and where applicable a statement of total recognised gains and losses (STRGL). The format of the P&L and balance sheet are determined by company law, whilst the format of the STRGL is set by FRS 3. FRS 101 applies the requirements of IAS 1 but only to the extent they are not contrary to the Companies Act. Therefore Companies will be required to present a balance sheet; the format of which must comply with the requirements of the Companies Act. In addition, accounts prepared under FRS 101 will, to the extent permitted by FRS 101, present a statement of comprehensive income as either: (i) (ii) a single statement of comprehensive income, in which case the statement presents all items of income and expense recognised in the period; or two statements; an income statement and a separate statement of comprehensive income. Note that further guidance on the interaction of the Companies Act and the presentation of the accounts is provided in the Application Guidance of FRS 101. IAS 1 also requires that a statement of changes in equity. In summary this presents the entity s profit or loss for a reporting period and other change in equity such as the effects of changes in accounting policy, corrections of material errors recognised in the period, and the amounts of investments by, and dividends and other distributions to, equity investors during the period. Accounts prepared under FRS 101 will therefore be required to present a statement of changes in equity. While format requirements of the Company Act remain in many cases the terminology used in FRS 101 (via its requirement to apply recognition and measurement of IAS) differs from Current UK GAAP. As a result, it is possible that certain items and statements will be described differently compared with previously and from one entity to another. The following table sets out the statements which are broadly equivalent: Current UK GAAP FRS 101 Profit and loss account Income statement Statement of total recognised gains and losses Statement of comprehensive income (sometimes referred to a statement of other comprehensive income) Balance sheet Statement of financial position Cash flow statement Reconciliation of movements in shareholders funds Statement of cash flows Statement of changes in equity Page 4 of 39

8 Notes: - Current UK GAAP includes a choice as to whether to present the reconciliation of movements in shareholders funds as a primary statement. - As previously stated IAS 1 (and hence FRS 101) permits an entity to prepare a single performance statement rather than a separate income statement and a separate statement of comprehensive income. This combined statement is typically called a statement of comprehensive income or a statement of profit or loss and other comprehensive income. If, on adoption of FRS 101, an entity chooses to use the terminology prevalent in IAS such an amendment will not affect the tax treatment. A reference in statute to the income statement, for example, will take its normal accounting meaning. Page 5 of 39

9 2. Consolidated accounts/separate financial statements, investments in associates and joint ventures Whether prepared using Current UK GAAP or New UK GAAP the relevance of consolidated accounts and equity accounting is very limited in UK tax law. Nor typically does the treatment of associates, joint ventures etc in separate financial statements have relevance for tax under current UK law. However consolidated accounts can be informative and can provide useful information which does not show up on the face of the individual accounts. Page 6 of 39

10 3. Accounting policies, estimates and errors Accounting for a change in accounting policy FRS 3, Reporting financial performance, requires that changes in accounting policy are applied retrospectively and that the cumulative affect of prior period adjustments are presented at the foot of the STRGL. Accounts prepared in accordance with FRS 101 apply the requirements of IAS 8 in respect of changes in accounting policy. IAS 8 requires that a change in accounting policy resulting from a change in the requirements of IFRS accounted for in line with the requirements of that revised/new IFRS. When the standard does not contain specific requirements, the change in policy, in a manner comparable to Current UK GAAP, will be applied retrospectively to the earliest date which is practicable as if the new policy had always applied. However, while the requirement to apply the policy retrospectively is comparable between Current UK GAAP and IAS 8 there is a difference in how this is presented. As noted above, under Current UK GAAP, FRS 3 requires that the cumulative effects of prior period adjustments are presented at the foot of the STRGL. In contrast IAS 8 requires that the change is recognised in the statement of change in equity. Accounting for change in estimate Current UK GAAP requires that a change in estimate is applied prospectively. For example where an entity changes the useful estimated life of a tangible fixed asset it does not adjust the depreciation brought forward. Instead the depreciation is adjusted prospectively to reflect the revised useful economic life. Accounts prepared in accordance with FRS 101 must apply the requirements of IAS 8 in respect of changes in accounting estimates. IAS 8 is consistent with Current UK GAAP in respect of changes in estimates and hence no change in the accounting is expected. Accounting for errors Where a fundamental error is identified FRS 3 requires that this is accounted for by restating prior periods. Errors that are not considered fundamental are accounted for in the period they are identified. FRS 101 (via the application of IAS 8) requires that, to the extent practical, an entity shall correct material errors retrospectively in the first financial statements authorised for issue after the error is discovered. Errors that are not considered to represent material errors are accounted for in the period they are identified. Tax treatment For trading profit Chapter 14 Part 3 CTA 2009 provides that where there is a change from one valid basis on which the profits of a trade are calculated to another valid basis (for example on a change of accounting policy), an adjustment must be calculated to ensure that business receipts will be taxed once and once only and Page 7 of 39

11 deductions will be given once and once only. For Corporation Tax purposes, adjustments are treated as receipts or deductions in computing the trade profits. That approach will continue to apply for prior period adjustments arising in accordance with FRS 101. The above applies to changes from one valid basis to another. Where the change is from an invalid basis (such as may occur when a material error is identified in the accounts), UK tax law requires the invalid basis to be corrected in the year it first occurred with subsequent periods restated. Whether tax can be collected or repayments claimed is dependent on the time limits for making or amending self assessments. Similar tax rules apply for changes in accounting policies or errors on non trade items, such as loan relationships, derivative contracts and intangible fixed assets. Page 8 of 39

12 4. Financial instruments 4.1 Introduction In accounting terms a financial instrument is a contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another. Examples of common financial instruments include; cash, trade debtors, trade creditors, bonds, debt instruments and derivatives. Companies applying Current UK GAAP fall into two main camps those applying FRS 26 and those that do not. FRS 26 is aligned to IAS 39 and is mandatory for companies with listed debt or equity that are not using IAS. It is optional for all other entities, and they can take advantage of the option to use fair value accounting that is part of UK company law. As such, companies that have already adopted FRS 26 will not see significant (if any) change on adoption of FRS 101 and are therefore not covered in this paper. Companies that have not adopted FRS 26 are likely to see significant changes as a result of adopting FRS 101 and therefore this paper concentrates on those companies. Note that this paper deals with borrowing costs in chapter 14, foreign currency transactions in chapter 17 and liability and equity in chapter General requirements Current UK GAAP: For companies not applying FRS 26 there is no specific, comprehensive standard for financial instruments in Current UK GAAP. Instead accounting for financial instruments is primarily determined by the requirements of FRS 4 (issuer of capital instruments), SSAP 20 (foreign currency transactions), FRS 5 (substance over form, including some recognition / derecognition issues). Otherwise, for companies not applying FRS 26, the accounting for financial instruments is based largely on the general principles in FRS 18, particularly the accruals concept, and relevant provisions of company law. The Companies Act provides that current assets (such as cash and trade debtors) are recognised at purchase price/cost while the accruals concept is applied in determining, for example, the recognition and measurement of interest income in lenders. FRS 101 As noted above FRS 101 applies the measurement and recognition criteria of IAS (with a few limited exceptions to ensure compliance with the Companies Act). As such companies applying FRS 101 will apply the recognition and measurement requirements of IAS 39 in respect of financial instruments. In contrast to Current UK GAAP (where FRS 26 is not applied), IAS 39 provides specific requirements for the recognition and measurement of financial instruments. For simple financial instruments such as cash and trade receivables, the requirements of IAS 39 typically result in accounting which is comparable to Current UK GAAP; following initial recognition 2,such instruments are written down/impaired 2 IAS 39 requires initial recognition at fair value. In most cases this will equate to the cost under Current UK GAAP but, as noted in 4.5 of this paper, that may not always be the case. Page 9 of 39

13 for any doubtful or bad debt exposure. Similarly for most loan payables/receivables the accounting under IAS 39 is comparable to Current UK GAAP with such items measured on an amortised cost basis. However, IAS 39 differs from Current UK GAAP in respect of the following financial instruments: Assets and liabilities held for trading purposes or speculatively; Assets and liabilities designated at the outset by the company as at fair value through profit and loss; and All derivative financial instruments IAS 39 requires such instruments to be measured at fair value, with gains or losses recognised in profit and loss. Note that under IAS 39, debt instruments designated as Available for Sale (AFS) will be measured at fair value with fair value gains and losses recognised directly in Other Comprehensive Income (OCI) while interest income, foreign exchange and impairment losses will continue to be recognised in profit or loss. Fair value accounting in respect of financial instruments is not permitted under Current UK GAAP where FRS 26 is not applied. Companies needing to apply fair value accounting would have been required to adopt FRS 26. Tax treatment: For companies most financial instruments will fall to be loan relationships (under Part 5 CTA 2009), non-lending money debts (treated as loan relationships under Chapter 2 of Part 6 CTA 2009) or derivative contracts (under Part 7 CTA 2009). UK tax law provides in general that the accounting treatment of these types of instruments is followed for tax purposes. This paper does not cover those financial instruments that fall outside of these categories for example, equity instruments in the form of shares and guarantees. A particular aspect of the taxation of loan relationships and derivative contracts is that it departs from the normal principle of looking only at the profit and loss account (or income statement). The legislation ensures that most items taken to reserves 3 are brought into account. A further rule ensures that where a profit or a loss from a loan relationship or derivative contract is recognised directly to equity, then this would be brought into account in the same way as if it was recognised to profit or loss or through reserves. As a result, where the accounts measure the instrument at fair value, either with profits going to profit or loss, or as items of other comprehensive income, these fair value movements will typically be brought into account for tax. There are, however, certain exceptions where the tax statute specifies a particular accounting treatment. The most common example is where there is a loan relationship between connected companies. In this case, section 349 CTA 2009 requires the profits to be calculated for tax purposes on the basis of an amortised 3 This would include amounts recognised in the STRGL under Current UK GAAP and amounts recognised as items of OCI under FRS 101 or IAS. Page 10 of 39

14 cost basis. Also, there are specific rules dealing with derivative contracts which form part of a hedging relationship (these are explained in more detail below). In addition where under IAS 39 financial assets are treated as 'held-to-maturity' (HTM) there is an expectation that such assets are held to maturity. These are measured at amortised cost. However, a sale of a small number of such assets prior to maturity can result in all the HTM assets becoming tainted, such that the assets would be required to be accounted for as being AFS. Specific tax rules apply in this scenario - see CFM for further details. Transitional adjustments Where a financial instrument is measured on a different basis under IAS 39 compared with Current UK GAAP it is likely that transitional adjustments on adoption of FRS 101 will arise. For further guidance on the transitional provisions applying to financial instruments see Part B of this paper. Further detail on specific transactions involving financial instruments where the requirements of FRS 101 differ from the requirements of Current UK GAAP are set out below. 4.3 Debt-equity swap Where debt is extinguished through the issue of an entity s own equity the accounting applied in accordance with Current UK GAAP may differ from that required by FRS 101. Current UK GAAP, where FRS 26 has not been adopted, permits an accounting policy choice as regards the recognition of a gain or loss. In certain situations it may be appropriate to adopt a no gain/no loss policy, so that the value of the equity issued is treated as being equal to the carrying value of the debt given up. However, companies are permitted to adopt a policy of recognising a gain or loss on such transactions. Under both approaches, it is necessary to consider the interaction with the requirements of company law as regards the amount of share premium to be recorded and the requirements as regards realised profits 4. In contrast the accounting for debt-equity swaps under FRS 101 is based on the requirements of IAS 39 and IFRIC 19. IAS 39 and IFRIC 19 do not provide a policy choice. They require that any difference between the carrying amount of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss. However, companies will need to consider the specific facts and nature of the debt for equity swap. For example, company law considerations regarding realised profits and share premium accounts will need to be considered and may impact on the accounting treatment. Tax treatment Under general principles of the loan relationship regime, an amount of profit recognised to the profit and loss account, or to reserves, would be brought into account. However, section 322 CTA 2009 will typically exempt gains arising where a 4 The appendix to UITF Abstract 47 provides some further explanation of these points. Page 11 of 39

15 debt is released in consideration of ordinary shares. See CFM onwards for further details of this exemption. 4.4 Debt restructuring / derecognition Debt may be restructured or have its terms modified such that, in accordance with FRS 5 and Current UK GAAP, no gain or loss would be recognised in the accounts. In contrast, FRS 101 preparers will apply the requirements of IAS 39 when determining the accounting for debt restructuring. IAS 39 requires that, where the modification or restructuring to the debt is considered substantial, the original debt instrument will be derecognised and the new debt instrument recognised at its fair value. To the extent that the fair value of the new instrument differs from the carrying value of the original debt instrument a gain or loss will typically be recognised as an item of profit or loss. This gain or loss should reverse over the remaining life of the instrument. Tax treatment The loan relationship would normally be taxed in line with the amount recognised in the accounts. As such, the profit or loss on derecognition/ rerecognition will typically be brought into account. Transition This difference in accounting may also result in adjustments to the carrying value of such debt on transition. This is considered further in Part B of this paper. Appendices B C of IFRS 1 provide details of the exceptions and exemptions available on transition. In respect of previously derecognised financial instruments a choice is available to either (i) apply the derecognition requirements of IAS 39 prospectively or (ii) apply it retrospectively from a date of the companies choice. However, no exclusions apply where the derecognition occurs after the accounting transition date i.e. after the start of the prior period comparatives. As a result, the company may be required to derecognise / recognise the debt. For further guidance on the transitional provisions applying to financial instruments see Part B of this paper. 4.5 Initial recognition day 1 gain/loss Current UK GAAP where FRS 26 is not applied typically requires that financial instruments are initially recognised at cost. This cost may or may not equate to the fair value of the financial instrument. In contrast under FRS 101 (IAS 39) financial instruments are measured on initial recognition at fair value. The transaction cost will typically, but may not always, equate to the fair value of the instrument. Where the transaction cost differs from the fair value of the instrument it is possible that a day-one gain or losses could arise. Page 12 of 39

16 Tax treatment The loan relationship would normally be taxed in line with the accounts. As such, any day-one gain or loss will typically be brought into account, but consideration should be given to the facts which led to the transaction price differing from fair value. Transition Potentially this could result in a transitional adjustment. For further guidance on the transitional provisions applying to financial instruments see Part B of this paper. 4.6 Hedging relationships / synthetic instruments Current GAAP, where FRS 26 has not been adopted, requires derivatives that are entered into as part of a company s hedging strategy to be accounted for on an historic cost basis equivalent to that used for the underlying asset, liability, position or cash flow. In contrast IAS 39 requires derivatives to be accounted for separately and to be measured at fair value. IAS 39 then provides certain hedge accounting rules. Hedge accounting under IAS 39 is only permitted when certain conditions are met and where the company prospective designates there to be a hedging relationship. In addition on achieving a hedge for accounting purposes the mechanics for hedge accounting under IAS 39 differ to Current UK GAAP (for those that have not adopted FRS 26). Tax treatment Without special rules, hedge relationships would not typically be effective for tax purposes, whether or not they were designated as a hedge for accounting purposes. The Disregard Regulations (SI 2004 / 3256) were introduced to address this issue. Broadly speaking, where a derivative is part of a hedging relationship the rules operate to restore the Current UK GAAP position (i.e. where FRS 26 is not applied). In particular, there are specific regulations for derivatives dealing with currency, commodities, debt and interest rates. The rules apply in a number of different circumstances and they also contain particular elections that may be made. Guidance on the application of the Regulations is available at CFM13270 onwards. Note that the current time limits for making these elections is very short, often requiring elections to be made before the start of the accounting period in which fair value accounting is first used. The Government is considering whether to make limited amendments to Disregard Regulations, particularly in respect of the time limits and complexity of these elections. It is also likely that transitional issues will arise in such cases. For further guidance on the transitional provisions applying to financial instruments and the interaction with the Disregard Regulations see Part B of this paper. Page 13 of 39

17 4.7 Hybrid instruments / synthetic instruments This paper does not address in detail the position of hybrid instruments and the embedded derivatives. This is a complex area and affected companies will need to consider the accounting and tax treatment carefully. In overview, FRS 26 and IAS 39 require companies to separate out ( bifurcate ) embedded derivatives from host contracts. However, bifurcation in the holder is not typically permitted under Current UK GAAP (where FRS 26 is not applied). In all cases the issuer of compound financial instruments will still separate out the equity component under FRS 25 or IAS 32. Links to the relevant guidance is set out in chapter 18 (liability and equity) of this paper. 4.8 Companies that currently apply FRS 26 The above commentary focuses on companies that do not currently apply FRS 26. Companies that have adopted FRS 26 and choose to adopt FRS 101 are likely to see no change in the accounting of financial instruments. Page 14 of 39

18 5. Inventories/stock FRS 101 (IAS 2) differs from Current UK GAAP and SSAP 9 insofar as it specifically excludes from its scope WIP in the course of construction contracts (covered in IAS 11), agricultural produce and biological assets (covered in IAS 41) and financial instruments (IAS 32 and 39). For many entities these differences will have no impact on the recognition or measurement of stock. However for entities operating in the agriculture sector, for example, the requirement to apply IAS 41 will result in a change from valuing stock at the lower of cost and NRV model to a fair value based measurement (for example agricultural produce harvested form the companies biological asset is measured at fair value less costs to sell at the point of harvest). This is likely to represent a significant change in the measurement basis of stock and hence the timing of profits/losses on such stock. However, while such accounting differences exist, for tax purposes stock is generally valued at the lower of cost and net realisable value. Page 15 of 39

19 6. Investment property Current UK GAAP (SSAP 19) requires an entity to carry investment property at their open market value with movements in value recognised each period in the STRGL unless they represent a permanent diminution in value in which case they are recognised in the P&L. Where investment properties are let to and occupied by another group entity for its own purpose, SSAP 19 contained an exemption which excludes such properties from its scope (hence they would be included as part of fixed assets). For preparers of accounts in accordance with FRS 101 the relevant IAS is IAS 40. IAS 40 permits an accounting policy choice in respect of investment properties an entity may apply the fair value model or the cost model. Where the fair value model is adopted the investment property is initially recognised at cost 5 and subsequently measured at fair value. However in contrast to SSAP 19, FRS 101 (IAS 40) requires those fair value movements to be recognised in the P&L. Where the cost model is adopted IAS 40 requires that the investment property is held at cost less accumulated depreciation and impairment in line with the requirements of IAS 16. The exception to this being those that meet the criteria to be classified as held for sale in accordance with IFRS 5. Such property is instead held at lower of carrying value and fair value less costs to sell. In addition IAS 40 does not contain an exemption comparable to that present in SSAP 19 for property let to and occupied by group entities. Hence certain properties treated as fixed assets under Current UK GAAP may now be classified as investment property under FRS 101. However the accounting treatment of investment properties does not determine, for tax purposes, whether the property is an investment property or whether a disposal of a property is a capital or a revenue disposal. For tax purposes income arising on an investment property is bought into tax as it is recognised in the accounts (for example rental income would be bought into tax as recognised in the P&L). Movements in fair value of investment properties are not taxable. On disposal investment properties are subject to capital gains. In certain circumstances a company holding investment property as a lessee under an operating lease may, under IAS 40, account for it as an investment property. Where it does so, the property is accounted for under the fair value model. The corresponding creditor is accounted for as a finance lease. Where this happens the tax rules applying to finance leases will apply. 5 If payment terms are deferred beyond normal credit terms, the cost is determined by reference to the present value of the future payments Page 16 of 39

20 7. Property, plant & equipment Entities that adopt FRS 101 will apply the recognition and measurement requirements of IAS 16 in respect of Property, plant and equipment ( PPE ). The Current UK GAAP equivalent is FRS 15 ( fixed assets to use the Companies Act and FRS 15 terminology). Both standards are broadly consistent in principle. However differences are present in particular; IAS 16 requires that major spare parts are included in PPE; IAS 16 requires that cost is measured by reference to the present value of all future payments where the asset is acquired under terms beyond normal credit terms; IAS 16 does not permit the use of Renewals Accounting and; IAS 16 requires that residual values are based on current prices rather than historic prices. While such differences for accounting purposes are present, UK tax law departs from the accounting standards by disallowing depreciation and revaluations in respect of capital assets, and instead granting capital allowances (on some assets). Hence accounting changes are not expected to have a significant tax impact. In some cases where 'revenue' expenditure is added to the cost of an asset, tax law follows the accounts by recognising for tax purposes amounts reflected in profit and loss account by way of depreciation charge to the extent that they are a write off of revenue expenditure. In those cases where depreciation under FRS 101 differs from that under FRS 15 (e.g. because of revaluation of residual values) tax will follow the amount as per FRS 101. As noted above there is no equivalent to 'Renewals accounting (FRS 15 paragraph 97) under IAS 16/FRS 101, so there may be an adjustment for tax purposes made under the change of basis legislation. Page 17 of 39

21 8. Intangible assets including goodwill Intangible assets and goodwill arising on business combinations The definition of an intangible asset in Current UK GAAP (FRS 10) states that intangible asset are Non-financial fixed assets that do not have physical substance but are identifiable and are controlled by the entity through custody or legal rights. FRS 101 requires that intangibles are accounted for in accordance with IAS 38. IAS 38 defines an intangible asset (other than goodwill) as an identifiable non-monetary asset without physical substance where identifiable is an asset that is separable or arises from a legal contract or other legal right. This definition is different from that present in Current UK GAAP in so far as the intangible asset need not be separable from the business. Consequently either on transition (where the exemption to retain previous GAAP figures is not used) or on subsequent business combinations, more intangible assets may be recognised under FRS 101 than would have been recognised under Current UK GAAP. For tax purposes Sections of Part 8 CTA 2009 provide a comprehensive set of rules for changes in accounting for intangibles and especially for cases where what is included entirely as goodwill under Current UK GAAP is disaggregated into different types of intangible property with different amortisation rates or impairment factors under FRS 101. Intangible assets and goodwill - Useful Economic Life ( UEL ) FRS 10 states that goodwill and intangibles should be amortised over their UEL. It also states that there is a rebuttable presumption that the UEL will not exceed 20 years. FRS 10 does permit the use of an indefinite UEL in which case it is not amortised but is instead subject to annual impairment reviews. FRS 101 differs from Current UK GAAP in respect of UEL. Firstly goodwill is not amortised under FRS 101. Instead goodwill is reviewed annually for impairment. However, this requirement is contrary to the requirements of the Companies Act to amortise goodwill (see A2.8 of FRS 101 for more detail). Other intangibles may have finite or indefinite life. Where a finite life is evident then, like Current UK GAAP, the intangible is amortised over this period. Where an intangible has an indefinite life it will not be amortised and will instead be tested annually for impairment. In general tax relief is provided on either the amortisation/impairment of goodwill and intangibles recognised in the accounts. Sections 871 to 873 of CTA 2009 ensure that any write up on the transition from Current UK GAAP to FRS 101 will be a taxable credit for Part 8, and section 872 ensures that any such credit is limited to the net amount of relief already given. Any subsequent impairment from written up cost will be deductible. Tax relief is unlikely to be affected if an entity has elected for a fixed rate of 4%. Note that a fixed rate election must be made within 2 years of the end of the accounting period in which the expenditure was incurred and cannot be reversed. Page 18 of 39

22 Software costs FRS 10 requires that software costs which are directly attributable to bringing an item of IT into use within the business are recognised as part of tangible fixed assets. Where such costs did not relate to bringing an item of IT into use they would typically have been written off direct to the P&L. In addition UITF 29 provides that, where certain criteria are met, website development costs are recognised as part of tangible fixed assets. FRS 101 (IAS 38) requires that the nature of the item should be considered in determining its treatment. It is possible that having considered the nature of the software that it is recognised as an intangible asset; for example where software is not an integral part of the related hardware it would be recognised as an intangible asset. For companies where costs on expenditure such as software have previously been written off to profit and loss account and claimed as a deduction in a Case I computation in respect of expenditure on a tangible asset, the following tax consequences will apply in respect of the change of accounting policy. First the adjustment in respect of the change of accounting basis will be taxed under Chapter 14 Part 3 CTA For example, a positive adjustment is brought into account as a taxable receipt. Second, capitalised expenditure in respect of an intangible asset will be relieved under the rules in Part 8 CTA 2009 as it is written down in the accounts (subject to the normal exclusions, including the pre-fa 2002 rule). Guidance on many of these issues is in HMRC s CIRD Manual (see paragraphs 12300, 13050, 25145, 81450, 98500). Page 19 of 39

23 9. Business combinations FRS 101 (IFRS 3) is broadly comparable to FRS 6 and FRS 7. However particular differences are present; Because of the difference in the definition of an intangible asset an acquisition under FRS 101 may result in a different balancing figure being assigned to goodwill on a business combination The look back period in which provisional fair values can be amended is different (FRS 101/IFRS 3 look back period is 12 months since acquisition date) A change in step acquisitions in some circumstances FRS 6 and 7 of Current UK GAAP are relevant in UK tax law only where the carrying value of an asset or liability acquired in a business combination is relevant for tax purposes, e.g. for loan relationships. This also applies where a company is applying FRS 101. Tax law determines the value of trading stock for the business ceasing and its value for the successor business see Chapter 11 Part 3 CTA In respect of goodwill on business combinations please see chapter 8 of this paper. Page 20 of 39

24 10. Leases Entities that apply Current UK GAAP will use SSAP 21, UITF 28 and FRS 5 in determining the accounting treatment of leases. Entities that adopt FRS 101 will apply the recognition and measurement requirements of IAS 17 and IFRIC 4. Both Current UK GAAP and FRS 101 consider whether a lease transfers substantively the risks and rewards of the leased asset. However it should be noted that SSAP 21 includes a presumption that if the present value of the minimum lease payments is 90% or more of the fair value of the leased asset that it would typically be classified as a finance lease. Neither IAS 17 nor IFRIC 4 contains this presumption. Nevertheless the emphasis on the transfer of risk and rewards is such that in most cases the classification of leases will be consistent between Current UK GAAP and FRS 101. Once the lease has been classified the accounting treatment thereafter is also comparable. However differences, even where the classification is the same, do exist and the interaction with tax is noted below. UITF 28 requires that operating lease incentives in the lessee are spread over the period ending on the date from which it is expected that the prevailing market rent will be payable (if this period is shorter than the lease term, otherwise over the lease term). IAS 17 (leases) requires that lease incentives are spread over the term of the lease unless another way would better reflect the reality. Consequently there may be differences in respect of the period over which such incentives are recognised. Since the accounting is followed where the incentive is not capital (e.g. a rent free period) the difference may alter the timing of income recognition for tax purposes. UK tax law is not entirely consistent with SSAP 21 (see Statement of Practice 3/91). But accounts figures (including where appropriate consolidated accounts) are recognised for the purposes of Chapter 2 Part 9 CTA 2010 and Chapter 2 Part 21 CTA 2010 which deal with Leasing and Finance leases with return in a capital form. For lessors, FRS 101 requires use of the net investment method for finance leases, whilst SSAP 21 permits the 'net cash investment method'. There may be differences in the timing of income recognition under the two bases. In some cases these affect the timing of income for tax purposes, e.g. where Schedule 12 Finance Act 1997 applies. Legislation in sections 228B to 228F Capital Allowances Act 2001, and Chapter 5A Part 12 ICTA (inserted by FA 2006) brings the tax treatment of both lessors and lessees of finance leases of plant & machinery into line with the accounting basis in FRS 101 or SSAP 21 as appropriate. Note that it is not envisaged that s.53 FA11 will apply to entities on transition to FRS 101 by virtue of subsection 3 of s.53 FA11. Page 21 of 39

25 11. Provisions There is no significant difference between IAS 37 and FRS 12. For tax purposes the recognition and measurement of provisions in the accounts forms the basis for the quantum and timing of tax relief (subject to adjustment where the expenditure is capital for tax purposes or otherwise disallowable). Consequently, for most companies it is not expected that FRS 101 will have a significant tax impact in this area. Page 22 of 39

26 12. Revenue recognition In general, reporting of revenue in accounts is followed for tax purposes. There is no specific standard for revenue recognition in Current UK GAAP. However, Application note G of FRS 5 provides revenue recognition guidance in respect of the sale of goods and services as well as other specific revenue recognition scenarios, SSAP 9 provides guidance in respect of long term contracts and UITF 40 addresses service contracts. The general principles of revenue recognition within FRS 5 Application note G are that revenue is recognised when the seller obtains the right to consideration in exchange for the goods, services, or work performed. The right to consideration typically derives from the performance of its obligations under the terms of the exchange with the customer. FRS 5 application note G requires that, on recognition, revenue is measured at the fair value of the consideration received or receivable. Revenue recognition under FRS 101 will primarily be determined by IAS 18 Revenue and IAS 11 Construction Contracts. The recognition criteria within these standards are broadly aligned with Current UK GAAP. In addition, where the respective recognition criteria are met IAS 18 and IAS 11 also require that revenue is recognised at the fair value of the consideration received or receivable. Hence while there are a few differences between Current UK GAAP and FRS 101 (for example the latter expressively addresses and defines construction contracts through IAS 11), for many entities there will be no change following adoption of FRS 101. Consequently for many companies there will be no accounting or tax impact. Page 23 of 39

27 13. Government grants SSAP 4 requires that grants are recognised when there is reasonable assurance that related conditions, if any, will be met. Where reasonable assurance is present grants are then recognised in the accounts based on the relationship between the grant and the related expenditure. FRS 101 (IAS 20) is comparable with grant income recognised when there is reasonable assurance that grant conditions, if any, will be met and the grant receivable. Subject to this the grant is recognised on a systematic basis over the term of the grant in line with the related expenditure (if any). For tax purposes grants which meet revenue expenditure, such as interest payable, are normally trading receipts and this will continue where FRS 101 applies. Page 24 of 39

28 14. Borrowing costs FRS 101 (IAS 23) and FRS 15 are very similar in their requirements on capitalising borrowing costs. However IAS 23 requires capitalisation where the relevant criteria are met whereas it remains a policy choice under Current UK GAAP. Hence differences may arise between Current UK GAAP and FRS 101. For companies section 320 CTA 2009 provides specific rules which allow relief for capitalised borrowing costs but only where they relate to a fixed capital asset or project. However, relief is not available where the costs are capitalised in the carrying value of an intangible fixed asset which falls within Part 8 CTA The same approach will continue where FRS 101 (IAS 23) is applied. See CFM for further details. Page 25 of 39

29 15. Share based payments Accounting for share-based payments under current GAAP (FRS 20) and FRS 101 (IFRS 2) are aligned with few differences. Tax deductions in respect of share based payments are governed by specific legislation in Part 12 CTA Page 26 of 39

30 16. Employee benefits Pension schemes In respect of accounting for pension schemes FRS 101 preparers will apply the requirements of IAS 19. While IAS 19 does differ from FRS 17, none of the differences are expected to have an impact for tax. Under current UK tax law, sections 196, and 246 FA 2004 and sections CTA 2009 provide relief on a contributions paid basis. Holiday pay accrual: Under Current UK GAAP many entities did not accrue or provide for holiday pay. FRS 101 requires that when an employee has rendered services to an entity during a period any related holiday pay or similar is accrued for. For tax purposes this accrual would be treated in line with the treatment of unpaid remuneration which is dealt with at Part 20 Chapter 1 CTA Employee benefit trusts: Under Current UK GAAP, UITF 32 provides guidance on how to account for employee benefit trusts. FRS 101 does not have a direct equivalent to UITF 32. Nevertheless in determining the nature of any payments/settlements with an employee benefit trust similar considerations will apply. For tax purposes the treatment of employee benefit contributions is dealt with at Part 20 Chapter 1 CTA Page 27 of 39