# ASC 805-10-15: Business Combinations — Overall — 15 Scope and Scope Exceptions

Source: FASB Accounting Standards Codification, Basic View

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## ASC 805-10-15: 15 Scope and Scope Exceptions

[Read section](https://asc.understandingaccounting.org/asc/805/10/#15-scope-and-scope-exceptions)

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#### Overall Guidance

##### [805-10-15-1](https://asc.understandingaccounting.org/asc/805/10/#805-10-15-1)

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The Scope Section of the Overall Subtopic establishes the pervasive scope for all Subtopics of the Business Combinations Topic. Unless explicitly addressed within specific Subtopics, the following scope guidance applies to all Subtopics of the Business Combinations Topic, with the exception of Subtopic 805-50and Subtopic 805-60, each of which has its own discrete scope guidance.

#### Entities

##### [805-10-15-2](https://asc.understandingaccounting.org/asc/805/10/#805-10-15-2)

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The guidance in the Business Combinations Topic applies to all entities, with specific qualifications and exceptions in paragraph [805-10-15-4](https://asc.understandingaccounting.org/asc/805/10/#805-10-15-4).

#### Transactions

##### [805-10-15-3](https://asc.understandingaccounting.org/asc/805/10/#805-10-15-3)

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The guidance in the Business Combinations Topic applies to all transactions or other events that meet the definition of a [business combination](https://asc.understandingaccounting.org/glossary/b/#business-combination "A transaction or other event in which an acquirer obtains control of one or more businesses. Transactions sometimes referred to as true mergers or mergers of equals also are business combinations. See also Acquisition by a Not-for-Profit Entity.") or an [acquisition by a not-for-profit entity](https://asc.understandingaccounting.org/glossary/a/#acquisition-by-a-not-for-profit-entity "A transaction or other event in which a not-for-profit acquirer obtains control of one or more nonprofit activities or businesses and initially recognizes their assets and liabilities in the acquirer's financial statements. When applicable guidance in Topic 805 is applied by a not-for-profit entity, the term business combination has the same meaning as this term has for a for-profit entity. Likewise, a reference to business combinations in guidance that links to Topic 805 has the same meaning as a reference to acquisitions by not-for-profit entities.").

##### [805-10-15-4](https://asc.understandingaccounting.org/asc/805/10/#805-10-15-4)

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The guidance in the Business Combinations Topic does not apply to any of the following:

1.  a
    
    The formation of a [joint venture](https://asc.understandingaccounting.org/glossary/j/#joint-venture "An entity owned and operated by a small group of businesses (the joint venturers) as a separate and specific business or project for the mutual benefit of the members of the group. A government may also be a member of the group. The purpose of a joint venture frequently is to share risks and rewards in developing a new market, product, or technology; to combine complementary technological knowledge; or to pool resources in developing production or other facilities. A joint venture also usually provides an arrangement under which each joint venturer may participate, directly or indirectly, in the overall management of the joint venture. Joint venturers thus have an interest or relationship other than as passive investors. An entity that is a subsidiary of one of the joint venturers is not a joint venture. The ownership of a joint venture seldom changes, and its equity interests usually are not traded publicly. A minority public ownership, however, does not preclude an entity from being a joint venture. As distinguished from a corporate joint venture, a joint venture is not limited to corporate entities.") or a [corporate joint venture](https://asc.understandingaccounting.org/glossary/c/#corporate-joint-venture "A corporation owned and operated by a small group of entities (the joint venturers) as a separate and specific business or project for the mutual benefit of the members of the group. A government may also be a member of the group. The purpose of a corporate joint venture frequently is to share risks and rewards in developing a new market, product or technology; to combine complementary technological knowledge; or to pool resources in developing production or other facilities. A corporate joint venture also usually provides an arrangement under which each joint venturer may participate, directly or indirectly, in the overall management of the joint venture. Joint venturers thus have an interest or relationship other than as passive investors. An entity that is a subsidiary of one of the joint venturers is not a corporate joint venture. The ownership of a corporate joint venture seldom changes, and its stock is usually not traded publicly. A noncontrolling interest held by public ownership, however, does not preclude a corporation from being a corporate joint venture.") (except as described in Subtopic 805-60)
    
2.  b
    
    The acquisition of an asset or a group of assets that does not constitute a [business](https://asc.understandingaccounting.org/glossary/b/#business "Paragraphs 805-10-55-3A805-10-55-4805-10-55-5805-10-55-6 and 805-10-55-8805-10-55-9 define what is considered a business.") or a [nonprofit activity](https://asc.understandingaccounting.org/glossary/n/#nonprofit-activity "An integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing benefits, other than goods or services at a profit or profit equivalent, as a fulfillment of an entity's purpose or mission (for example, goods or services to beneficiaries, customers, or members). As with a not-for-profit entity, a nonprofit activity possesses characteristics that distinguish it from a business or a for-profit business entity.")
    
3.  c
    
    A combination between entities, businesses, or nonprofit activities under common [control](https://asc.understandingaccounting.org/glossary/c/#control "The same as the meaning of controlling financial interest in paragraph 810-10-15-8.") (see paragraph [805-50-15-6](https://asc.understandingaccounting.org/asc/805/50/#805-50-15-6) for examples)
    
4.  d
    
    An acquisition by a not-for-profit entity for which the acquisition date is before December 15, 2009 or a [merger of not-for-profit entities](https://asc.understandingaccounting.org/glossary/m/#merger-of-not-for-profit-entities "A transaction or other event in which the governing bodies of two or more not-for-profit entities cede control of those entities to create a new not-for-profit entity.") (NFPs)
    
5.  e
    
    A transaction or other event in which an NFP obtains [control of a not-for-profit entity](https://asc.understandingaccounting.org/glossary/c/#control-of-a-not-for-profit-entity "See Control.") but does not consolidate that entity, as described in paragraph [958-810-25-4](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-4). The Business Combinations Topic also does not apply if an NFP that obtained control in a transaction or other event in which consolidation was permitted but not required decides in a subsequent annual reporting period to begin consolidating a controlled entity that it initially chose not to consolidate.
    
6.  f
    
    Financial assets and financial liabilities of a consolidated variable interest entity that is a [collateralized financing entity](https://asc.understandingaccounting.org/glossary/c/#collateralized-financing-entity "A variable interest entity that holds financial assets, issues beneficial interests in those financial assets, and has no more than nominal equity. The beneficial interests have contractual recourse only to the related assets of the collateralized financing entity and are classified as financial liabilities. A collateralized financing entity may hold nonfinancial assets temporarily as a result of default by the debtor on the underlying debt instruments held as assets by the collateralized financing entity or in an effort to restructure the debt instruments held as assets by the collateralized financing entity. A collateralized financing entity also may hold other financial assets and financial liabilities that are incidental to the operations of the collateralized financing entity and have carrying values that approximate fair value (for example, cash, broker receivables, or broker payables).") within the scope of the guidance on collateralized financing entities in Subtopic 810-10.
