# ASC 505-20: Equity — Stock Dividends and Stock Splits

Source: FASB Accounting Standards Codification, Basic View

[Read online](https://asc.understandingaccounting.org/asc/505/20/)

Study and research edition. Verify current requirements with the official source. Summaries, enrichment, and tags are machine-generated study aids. Paragraph html preserves source markup; snippet is abbreviated. Pending content is not necessarily effective.

Tables and mathematical or amendment markup are retained as HTML where Markdown would lose structure.

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## ASC 505-20: Equity — Stock Dividends and Stock Splits

### Machine-generated study aids

```json
{
  "summary": "ASC 505-20 governs how corporations (issuers) and shareholders (recipients) account for stock dividends and stock splits. The core rule is substance over form: a small issuance (generally less than 20–25% of previously outstanding shares) is a stock dividend requiring capitalization of retained earnings at the fair value of the shares issued, while a larger issuance that materially reduces the unit market price is a stock split in substance, requiring capitalization only to the extent of legal requirements. Recipients recognize no income; they simply reallocate the cost of previously held shares over the larger number of shares.",
  "key_points": [
    "A stock dividend or stock split involves no distribution or severance of corporate assets, so any increase in the fair value of a recipient's holdings is unrealized appreciation and is not income (505-20-05-4).",
    "The Subtopic applies to all corporations but not to distributions of shares of another corporation held as an investment, shares of a different class, rights to subscribe for additional shares, or same-class shares where each shareholder may elect cash or shares (505-20-15-1 through 15-3A).",
    "Issuances of additional shares of less than 20 or 25 percent of previously outstanding shares generally call for stock dividend treatment; larger issuances that materially reduce unit market price are stock splits in substance (505-20-25-2 through 25-3).",
    "For a stock dividend, the issuer transfers from retained earnings to capital stock and additional paid-in capital an amount equal to the fair value of the additional shares issued, which usually exceeds state-law minimum capitalization (par value) requirements (505-20-30-3 through 30-4).",
    "For a stock split — and for stock dividends of closely held entities where shareholders have intimate knowledge of the entity's affairs — retained earnings need be capitalized only to the extent required by law (505-20-30-5 through 30-6).",
    "A recipient allocates the cost of shares previously held equitably over the total shares held after the dividend or split, and gain or loss on later disposition is measured using the adjusted cost per share (505-20-30-7).",
    "When a stock dividend in form is a stock split in substance, the word 'dividend' should be avoided; if legal requirements compel its use, the transaction should be described as a 'stock split effected in the form of a dividend' (505-20-50-1)."
  ],
  "categories": [
    "Debt and equity",
    "Recognition",
    "Initial measurement",
    "Earnings per share"
  ],
  "audience_level": "introductory",
  "student_note": "Exams love the 20–25% threshold: small issuances are stock dividends measured at fair value with a charge to retained earnings, while large ones are splits requiring only legal-minimum (par) capitalization. The common misunderstanding is that a shareholder recognizes dividend income on receipt — there is no income, only a reallocation of existing basis across more shares.",
  "related_topics": [
    "260-10",
    "480-10",
    "505-10",
    "505-30"
  ],
  "key_concepts": [
    "stock dividend",
    "stock split",
    "capitalization of retained earnings",
    "substance over form",
    "fair value of shares issued",
    "stock split effected in the form of a dividend",
    "cost allocation to shares held",
    "closely held entity"
  ]
}
```

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## ASC 505-20-00: 00 Status

[Read section](https://asc.understandingaccounting.org/asc/505/20/#00-status)

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##### [505-20-00-1](https://asc.understandingaccounting.org/asc/505/20/#505-20-00-1)

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The following table identifies the changes made to this Subtopic.

<table class="asc-table" id="SL6805175-166164"><tbody><tr><td class="entry"><strong class="ph b">Paragraph</strong></td><td class="entry"><strong class="ph b">Action</strong></td><td class="entry"><strong class="ph b">Accounting Standards Update</strong></td><td class="entry"><strong class="ph b">Date</strong></td></tr><tr><td class="entry"></td><td class="entry"></td><td class="entry"></td><td class="entry"></td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/f/#fair-value" class="term" title="The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date."><span>Fair Value</span></a> (3rd def.)</td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2012-04/" class="xref">Accounting Standards Update No. 2012-04</a></td><td class="entry">10/01/2012</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/s/#stock-dividend" class="term" title="An issuance by a corporation of its own common shares to its common shareholders without consideration and under conditions indicating that such action is prompted mainly by a desire to give the recipient shareholders some ostensibly separate evidence of a part of their respective interests in accumulated corporate earnings without distribution of cash or other property that the board of directors deems necessary or desirable to retain in the business. A stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders; that is, the corporation's property is not diminished and the interests of the stockholders are not increased. The proportional interest of each shareholder remains the same."><span>Stock Dividend</span></a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2010-01/" class="xref">Accounting Standards Update No. 2010-01</a></td><td class="entry">01/05/2010</td></tr><tr><td class="entry"></td><td class="entry"></td><td class="entry"></td><td class="entry"></td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/505/20/#505-20-05-2" class="xref">505-20-05-2</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2012-04/" class="xref">Accounting Standards Update No. 2012-04</a></td><td class="entry">10/01/2012</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/505/20/#505-20-05-3" class="xref">505-20-05-3</a></td><td class="entry">Superseded</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2010-01/" class="xref">Accounting Standards Update No. 2010-01</a></td><td class="entry">01/05/2010</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/505/20/#505-20-05-4" class="xref">505-20-05-4</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2012-04/" class="xref">Accounting Standards Update No. 2012-04</a></td><td class="entry">10/01/2012</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/505/20/#505-20-05-4" class="xref">505-20-05-4</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2010-01/" class="xref">Accounting Standards Update No. 2010-01</a></td><td class="entry">01/05/2010</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/505/20/#505-20-15-1" class="xref">505-20-15-1</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2016-19/" class="xref">Accounting Standards Update No. 2016-19</a></td><td class="entry">12/14/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/505/20/#505-20-15-2" class="xref">505-20-15-2</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2010-01/" class="xref">Accounting Standards Update No. 2010-01</a></td><td class="entry">01/05/2010</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/505/20/#505-20-15-3A" class="xref">505-20-15-3A</a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2010-01/" class="xref">Accounting Standards Update No. 2010-01</a></td><td class="entry">01/05/2010</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/505/20/#505-20-65-1" class="xref">505-20-65-1</a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2010-01/" class="xref">Accounting Standards Update No. 2010-01</a></td><td class="entry">01/05/2010</td></tr></tbody></table>

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## ASC 505-20-05: 05 Overview and Background

[Read section](https://asc.understandingaccounting.org/asc/505/20/#05-overview-and-background)

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##### [505-20-05-1](https://asc.understandingaccounting.org/asc/505/20/#505-20-05-1)

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This Subtopic addresses the accounting for stock dividends and stock splits. It includes guidance for the recipient as well as for the issuer.

##### [505-20-05-2](https://asc.understandingaccounting.org/asc/505/20/#505-20-05-2)

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Many recipients of stock dividends look upon them as distributions of corporate earnings, and usually in an amount equivalent to the [fair value](https://asc.understandingaccounting.org/glossary/f/#fair-value "The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.") of the additional shares received. If the issuances of stock dividends are so small in comparison with the shares previously outstanding, such issuances generally do not have any apparent effect on the share market price and, consequently, the fair value of the shares previously held remains substantially unchanged.

##### [505-20-05-3](https://asc.understandingaccounting.org/asc/505/20/#505-20-05-3)

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[Paragraph superseded by Accounting Standards Update No. 2010-01](https://asc.understandingaccounting.org/updates/asu-2010-01/).

##### [505-20-05-4](https://asc.understandingaccounting.org/asc/505/20/#505-20-05-4)

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If there is an increase in the fair value of a recipient's holdings, such unrealized appreciation is not income. In the case of a [stock dividend](https://asc.understandingaccounting.org/glossary/s/#stock-dividend "An issuance by a corporation of its own common shares to its common shareholders without consideration and under conditions indicating that such action is prompted mainly by a desire to give the recipient shareholders some ostensibly separate evidence of a part of their respective interests in accumulated corporate earnings without distribution of cash or other property that the board of directors deems necessary or desirable to retain in the business. A stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders; that is, the corporation's property is not diminished and the interests of the stockholders are not increased. The proportional interest of each shareholder remains the same.") or [stock split](https://asc.understandingaccounting.org/glossary/s/#stock-split "An issuance by a corporation of its own common shares to its common shareholders without consideration and under conditions indicating that such action is prompted mainly by a desire to increase the number of outstanding shares for the purpose of effecting a reduction in their unit market price and, thereby, of obtaining wider distribution and improved marketability of the shares. Sometimes called a stock split-up."), there is no distribution, division, or severance of corporate assets. Moreover, there is nothing resulting therefrom that the shareholder can realize without parting with some of his or her proportionate interest in the corporation.

##### [505-20-05-5](https://asc.understandingaccounting.org/asc/505/20/#505-20-05-5)

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See paragraph [260-10-55-12](https://asc.understandingaccounting.org/asc/260/10/#260-10-55-12) for earnings per share (EPS) guidance if the number of common shares outstanding increases as a result of a stock dividend or stock split.

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## ASC 505-20-15: 15 Scope and Scope Exceptions

[Read section](https://asc.understandingaccounting.org/asc/505/20/#15-scope-and-scope-exceptions)

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#### Entities

##### [505-20-15-1](https://asc.understandingaccounting.org/asc/505/20/#505-20-15-1)

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The guidance in this Subtopic applies to all entities that are corporations.

#### Transactions

##### [505-20-15-2](https://asc.understandingaccounting.org/asc/505/20/#505-20-15-2)

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The guidance in this Subtopic applies to all [stock dividends](https://asc.understandingaccounting.org/glossary/s/#stock-dividend "An issuance by a corporation of its own common shares to its common shareholders without consideration and under conditions indicating that such action is prompted mainly by a desire to give the recipient shareholders some ostensibly separate evidence of a part of their respective interests in accumulated corporate earnings without distribution of cash or other property that the board of directors deems necessary or desirable to retain in the business. A stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders; that is, the corporation's property is not diminished and the interests of the stockholders are not increased. The proportional interest of each shareholder remains the same.") and stock splits, with specific exceptions noted in paragraphs [505-20-15-3 through 15-3A](https://asc.understandingaccounting.org/asc/505/20/#505-20-15-3).

##### [505-20-15-3](https://asc.understandingaccounting.org/asc/505/20/#505-20-15-3)

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The guidance in this Subtopic does not apply to the accounting for a distribution or issuance to shareholders of any of the following:

1.  a
    
    Shares of another corporation held as an investment
    
2.  b
    
    Shares of a different class
    
3.  c
    
    Rights to subscribe for additional shares
    
4.  d
    
    Shares of the same class in cases in which each shareholder is given an election to receive cash or shares.

##### [505-20-15-3A](https://asc.understandingaccounting.org/asc/505/20/#505-20-15-3A)

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Item (d) in the preceding paragraph includes, but is not limited to, a distribution having both of the following characteristics:

1.  a
    
    The shareholder has the ability to elect to receive the shareholder's entire distribution in cash or shares of equivalent value.
    
2.  b
    
    There is a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate.
    

For guidance on recognition of an entity's commitment to make a distribution described in the preceding paragraph, see paragraph [480-10-25-14](https://asc.understandingaccounting.org/asc/480/10/#480-10-25-14). For guidance on computation of diluted EPS of an entity's commitment to make such a distribution, see the guidance in paragraphs

[260-10-45-45 through 45-47](https://asc.understandingaccounting.org/asc/260/10/#260-10-45-45)

.

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## ASC 505-20-25: 25 Recognition

[Read section](https://asc.understandingaccounting.org/asc/505/20/#25-recognition)

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#### Criteria for Treatment as Stock Dividend or Stock Split

##### [505-20-25-1](https://asc.understandingaccounting.org/asc/505/20/#505-20-25-1)

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This Section provides guidance on determining whether stock dividends and stock splits are to be accounted for in accordance with their actual form or whether their substance requires different accounting.

#### Stock Dividend in Form

##### [505-20-25-2](https://asc.understandingaccounting.org/asc/505/20/#505-20-25-2)

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The number of additional shares issued as a [stock dividend](https://asc.understandingaccounting.org/glossary/s/#stock-dividend "An issuance by a corporation of its own common shares to its common shareholders without consideration and under conditions indicating that such action is prompted mainly by a desire to give the recipient shareholders some ostensibly separate evidence of a part of their respective interests in accumulated corporate earnings without distribution of cash or other property that the board of directors deems necessary or desirable to retain in the business. A stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders; that is, the corporation's property is not diminished and the interests of the stockholders are not increased. The proportional interest of each shareholder remains the same.") may be so great that it has, or may reasonably be expected to have, the effect of materially reducing the share market value. In such a situation, because the implications and possible shareholder belief discussed in paragraph [505-20-30-3](https://asc.understandingaccounting.org/asc/505/20/#505-20-30-3) are not likely to exist, the substance of the transaction is clearly that of a [stock split](https://asc.understandingaccounting.org/glossary/s/#stock-split "An issuance by a corporation of its own common shares to its common shareholders without consideration and under conditions indicating that such action is prompted mainly by a desire to increase the number of outstanding shares for the purpose of effecting a reduction in their unit market price and, thereby, of obtaining wider distribution and improved marketability of the shares. Sometimes called a stock split-up.").

##### [505-20-25-3](https://asc.understandingaccounting.org/asc/505/20/#505-20-25-3)

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The point at which the relative size of the additional shares issued becomes large enough to materially influence the unit market price of the stock will vary with individual entities and under differing market conditions and, therefore, no single percentage can be established as a standard for determining when capitalization of retained earnings in excess of legal requirements is called for and when it is not. Except for a few instances, the issuance of additional shares of less than 20 or 25 percent of the number of previously outstanding shares would call for treatment as a stock dividend as described in paragraph [505-20-30-3](https://asc.understandingaccounting.org/asc/505/20/#505-20-30-3).

#### Stock Split in Form

##### [505-20-25-4](https://asc.understandingaccounting.org/asc/505/20/#505-20-25-4)

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A stock split is confined to transactions involving the issuance of shares, without consideration to the corporation, for the purpose of effecting a reduction in the unit market price of shares of the class issued and, therefore, of obtaining wider distribution and improved marketability of the shares.

##### [505-20-25-5](https://asc.understandingaccounting.org/asc/505/20/#505-20-25-5)

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Few cases will arise in which the aforementioned purpose can be accomplished through an issuance of shares that is less than 20 or 25 percent of the previously outstanding shares.

##### [505-20-25-6](https://asc.understandingaccounting.org/asc/505/20/#505-20-25-6)

Pending content: no

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The corporation's representations to its shareholders as to the nature of the issuance is one of the principal considerations in determining whether it shall be recorded as a stock dividend or a stock split. Nevertheless, the issuance of new shares in ratios of less than 20 or 25 percent of the previously outstanding shares, or the frequent recurrence of issuances of shares, would destroy the presumption that transactions represented to be stock splits shall be recorded as stock splits.

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## ASC 505-20-30: 30 Initial Measurement

[Read section](https://asc.understandingaccounting.org/asc/505/20/#30-initial-measurement)

SEC content: no

##### [505-20-30-1](https://asc.understandingaccounting.org/asc/505/20/#505-20-30-1)

Pending content: no

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This Section provides guidance for the issuer and recipient of either a [stock dividend](https://asc.understandingaccounting.org/glossary/s/#stock-dividend "An issuance by a corporation of its own common shares to its common shareholders without consideration and under conditions indicating that such action is prompted mainly by a desire to give the recipient shareholders some ostensibly separate evidence of a part of their respective interests in accumulated corporate earnings without distribution of cash or other property that the board of directors deems necessary or desirable to retain in the business. A stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders; that is, the corporation's property is not diminished and the interests of the stockholders are not increased. The proportional interest of each shareholder remains the same.") or a [stock split](https://asc.understandingaccounting.org/glossary/s/#stock-split "An issuance by a corporation of its own common shares to its common shareholders without consideration and under conditions indicating that such action is prompted mainly by a desire to increase the number of outstanding shares for the purpose of effecting a reduction in their unit market price and, thereby, of obtaining wider distribution and improved marketability of the shares. Sometimes called a stock split-up.").

#### Issuer's Accounting for a Stock Dividend or Stock Split

##### [505-20-30-2](https://asc.understandingaccounting.org/asc/505/20/#505-20-30-2)

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Section 505-20-25 provides guidance on determining whether a stock dividend or a stock split shall be accounted for according to its form or whether it shall be accounted for differently. The following guidance addresses the accounting for the substantive nature of the transaction as either a stock dividend or a stock split.

##### [505-20-30-3](https://asc.understandingaccounting.org/asc/505/20/#505-20-30-3)

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In accounting for a stock dividend, the corporation shall transfer from retained earnings to the category of capital stock and additional paid-in capital an amount equal to the fair value of the additional shares issued. Unless this is done, the amount of earnings that the shareholder may believe to have been distributed to him or her will be left, except to the extent otherwise dictated by legal requirements, in retained earnings subject to possible further similar stock issuances or cash distributions.

##### [505-20-30-4](https://asc.understandingaccounting.org/asc/505/20/#505-20-30-4)

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The accounting required in the preceding paragraph will likely result in the capitalization of retained earnings in an amount in excess of that called for by the laws of the state of incorporation; such laws generally require the capitalization only of the par value of the shares issued, or, in the case of shares without par value, an amount usually within the discretion of the board of directors. However, these legal requirements are, in effect, minimum requirements and do not prevent the capitalization of a larger amount per share.

##### [505-20-30-5](https://asc.understandingaccounting.org/asc/505/20/#505-20-30-5)

Pending content: no

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In cases of closely held entities, it is presumed that the intimate knowledge of the corporations' affairs possessed by their shareholders would preclude any implications and possible shareholder belief as are referred to in paragraph [505-20-30-3](https://asc.understandingaccounting.org/asc/505/20/#505-20-30-3). In such cases, there is no need to capitalize retained earnings other than to meet legal requirements.

##### [505-20-30-6](https://asc.understandingaccounting.org/asc/505/20/#505-20-30-6)

Pending content: no

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In the case of a stock split, there is no need to capitalize retained earnings, other than to the extent occasioned by legal requirements.

#### Recipient's Accounting for a Stock Dividend or Stock Split

##### [505-20-30-7](https://asc.understandingaccounting.org/asc/505/20/#505-20-30-7)

Pending content: no

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A shareholder's interest in the corporation remains unchanged by a stock dividend or stock split except as to the number of share units constituting such interest. Therefore, the cost of the shares previously held shall be allocated equitably to the total shares held after receipt of the stock dividend or stock split. When any shares are later disposed of, a gain or loss shall be determined on the basis of the adjusted cost per share.

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## ASC 505-20-50: 50 Disclosure

[Read section](https://asc.understandingaccounting.org/asc/505/20/#50-disclosure)

SEC content: no

##### [505-20-50-1](https://asc.understandingaccounting.org/asc/505/20/#505-20-50-1)

Pending content: no

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Paragraph [505-20-25-2](https://asc.understandingaccounting.org/asc/505/20/#505-20-25-2) identifies a situation in which a [stock dividend](https://asc.understandingaccounting.org/glossary/s/#stock-dividend "An issuance by a corporation of its own common shares to its common shareholders without consideration and under conditions indicating that such action is prompted mainly by a desire to give the recipient shareholders some ostensibly separate evidence of a part of their respective interests in accumulated corporate earnings without distribution of cash or other property that the board of directors deems necessary or desirable to retain in the business. A stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders; that is, the corporation's property is not diminished and the interests of the stockholders are not increased. The proportional interest of each shareholder remains the same.") in form is a [stock split](https://asc.understandingaccounting.org/glossary/s/#stock-split "An issuance by a corporation of its own common shares to its common shareholders without consideration and under conditions indicating that such action is prompted mainly by a desire to increase the number of outstanding shares for the purpose of effecting a reduction in their unit market price and, thereby, of obtaining wider distribution and improved marketability of the shares. Sometimes called a stock split-up.") in substance. In such instances every effort shall be made to avoid the use of the word dividend in related corporate resolutions, notices, and announcements and that, in those cases in which because of legal requirements this cannot be done, the transaction be described, for example, as a stock split effected in the form of a dividend.

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## ASC 505-20-65: 65 Transition and Open Effective Date Information

[Read section](https://asc.understandingaccounting.org/asc/505/20/#65-transition-and-open-effective-date-information)

SEC content: no

##### [505-20-65-1](https://asc.understandingaccounting.org/asc/505/20/#505-20-65-1)

Pending content: no

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Paragraph superseded on 07/01/2010 after the end of the transition period stated in Accounting Standards Update No. 2010-01, _Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash_.

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## ASC 505-20-S25: SEC 25 Recognition

[Read section](https://asc.understandingaccounting.org/asc/505/20/#sec-25-recognition)

SEC content: yes

#### Accounting for Dividends Declared by a Subsidiary After Balance Sheet Date

##### [505-20-S25-1](https://asc.understandingaccounting.org/asc/505/20/#505-20-S25-1)

Pending content: no

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See paragraph [855-10-S99-1](https://asc.understandingaccounting.org/asc/855/10/#855-10-S99-1), SAB Topic 1.B, Question 3, for SEC Staff views on accounting for dividends declared by a subsidiary after the balance sheet date.

#### Capital Structure Change After the Latest Balance Sheet but Before the Release of the Financial Statements

##### [505-20-S25-2](https://asc.understandingaccounting.org/asc/505/20/#505-20-S25-2)

Pending content: no

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See paragraph [505-10-S99-4](https://asc.understandingaccounting.org/asc/505/10/#505-10-S99-4), SAB Topic 4.C, for SEC Staff views on accounting for a change in capital structure after the latest balance sheet but before the release of the financial statements.

#### Issuance of "Free Distributions" By Japanese Companies

##### [505-20-S25-3](https://asc.understandingaccounting.org/asc/505/20/#505-20-S25-3)

Pending content: no

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See paragraph [505-20-S99-1](https://asc.understandingaccounting.org/asc/505/20/#505-20-S99-1), SAB Topic 1.D.2, for SEC Staff views on accounting for the issuance of "free distributions" of common stock by Japanese companies.

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## ASC 505-20-S50: SEC 50 Disclosure

[Read section](https://asc.understandingaccounting.org/asc/505/20/#sec-50-disclosure)

SEC content: yes

#### Accounting for Dividends Declared After Balance Sheet Date

##### [505-20-S50-1](https://asc.understandingaccounting.org/asc/505/20/#505-20-S50-1)

Pending content: no

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See paragraph [855-10-S99-1](https://asc.understandingaccounting.org/asc/855/10/#855-10-S99-1), SAB Topic 1.B.3, for SEC Staff views on disclosures pertaining to dividends declared after the balance sheet date.

#### Capital Structure Change After the Latest Balance Sheet but Before the Release of the Financial Statements

##### [505-20-S50-2](https://asc.understandingaccounting.org/asc/505/20/#505-20-S50-2)

Pending content: no

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See paragraph [505-10-S99-4](https://asc.understandingaccounting.org/asc/505/10/#505-10-S99-4), SAB Topic 4.C, for SEC Staff views on disclosures pertaining to a capital structure change after the latest balance sheet but before the release of the financial statements.

#### Issuance of "Free Distributions" by Japanese Companies

##### [505-20-S50-3](https://asc.understandingaccounting.org/asc/505/20/#505-20-S50-3)

Pending content: no

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See paragraph [505-20-S99-1](https://asc.understandingaccounting.org/asc/505/20/#505-20-S99-1), SAB Topic 1.D.2, for SEC Staff views on disclosures pertaining to the issuance of "free distributions" by Japanese companies.

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## ASC 505-20-S99: SEC 99 SEC Materials

[Read section](https://asc.understandingaccounting.org/asc/505/20/#sec-99-sec-materials)

SEC content: yes

#### SEC Staff Guidance

##### [505-20-S99-1](https://asc.understandingaccounting.org/asc/505/20/#505-20-S99-1)

Pending content: no

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The following is the text of SAB Topic 1.D.2, "Free Distributions" by Japanese Companies.

-   Facts: It is the general practice in Japan for corporations to issue "free distributions" of common stock to existing shareholders in conjunction with offerings of common stock so that such offerings may be made at less than market. These free distributions usually are from 5 to 10 percent of outstanding stock and are accounted for in accordance with provisions of the Commercial Code of Japan by a transfer of the par value of the stock distributed from paid-in capital to the common stock account. Similar distributions are sometimes made at times other than when offering new stock and are also designated "free distributions." U.S. accounting practice would require that the fair value of such shares, if issued by U.S. companies, be transferred from retained earnings to the appropriate capital accounts.
    
-   Question: Should the financial statements of Japanese corporations included in Commission filings which are stated to be prepared in accordance with U.S. GAAP be adjusted to account for stock distributions of less than 25 percent of outstanding stock by transferring the fair value of such stock from retained earnings to appropriate capital accounts?
    
-   Interpretive Response: If registrants and their independent accountants believe that the institutional and economic environment in Japan with respect to the registrant is sufficiently different that U.S. accounting principles for stock dividends should not apply to free distributions, the staff will not object to such distributions being accounted for at par value in accordance with Japanese practice.
    
-   If such financial statements are identified as being prepared in accordance with U.S. GAAP, then there should be footnote disclosure of the method being used which indicates that U.S. companies issuing shares in comparable amounts would be required to account for them as stock dividends, and including in such disclosure the fair value of any such shares issued during the year and the cumulative amount (either in an aggregate figure or a listing of the amounts by year) of the fair value of shares issued over time.
