# ASC 805-50-15: Business Combinations — Related Issues — 15 Scope and Scope Exceptions

Source: FASB Accounting Standards Codification, Basic View

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## ASC 805-50-15: 15 Scope and Scope Exceptions

[Read section](https://asc.understandingaccounting.org/asc/805/50/#15-scope-and-scope-exceptions)

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#### Overall Guidance

##### [805-50-15-1](https://asc.understandingaccounting.org/asc/805/50/#805-50-15-1)

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This Subtopic has its own discrete scope, which is separate and distinct from the pervasive scope for this Topic as outlined in Section 805-10-15.

### Acquisition of Assets Rather than a Business

#### Entities

##### [805-50-15-2](https://asc.understandingaccounting.org/asc/805/50/#805-50-15-2)

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The guidance in the Acquisition of Assets Rather than a Business Subsections applies to all entities.

#### Transactions

##### [805-50-15-3](https://asc.understandingaccounting.org/asc/805/50/#805-50-15-3)

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The guidance in the Acquisition of Assets Rather than a Business Subsections applies to a transaction or event in which assets acquired and liabilities assumed do 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.").

##### [805-50-15-4](https://asc.understandingaccounting.org/asc/805/50/#805-50-15-4)

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The guidance in the Acquisition of Assets Rather than a Business Subsections does not apply to the initial measurement and recognition by a primary beneficiary of the assets and liabilities of a variable interest entity (VIE) when the VIE does not constitute a business. Guidance for such a VIE is provided in Section 810-10-30.

##### [805-50-15-4A](https://asc.understandingaccounting.org/asc/805/50/#805-50-15-4A)

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The guidance in the Acquisition of Assets Rather than a Business Subsections does not apply to the initial measurement and recognition of assets and liabilities by 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.") upon formation. Guidance for joint venture formations is provided in Subtopic 805-60.

### Transactions between Entities under Common Control

#### Entities

##### [805-50-15-5](https://asc.understandingaccounting.org/asc/805/50/#805-50-15-5)

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The guidance in the Transactions between Entities under Common Control Subsections applies to all entities.

#### Transactions

##### [805-50-15-6](https://asc.understandingaccounting.org/asc/805/50/#805-50-15-6)

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The guidance in the Transactions between Entities under Common Control Subsections applies to combinations between entities or [businesses](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.") under common control. The following are examples of those types of transactions:

1.  a
    
    An entity charters a newly formed entity and then transfers some or all of its net assets to that newly chartered entity.
    
2.  b
    
    A parent transfers the net assets of a wholly owned subsidiary into the parent and liquidates the subsidiary. That transaction is a change in legal organization but not a change in the reporting entity.
    
3.  c
    
    A parent transfers its controlling interest in several partially owned subsidiaries to a new wholly owned subsidiary. That also is a change in legal organization but not in the reporting entity.
    
4.  d
    
    A parent exchanges its ownership interests or the net assets of a wholly owned subsidiary for additional shares issued by the parent's less-than-wholly-owned subsidiary, thereby increasing the parent's percentage of ownership in the less-than-wholly-owned subsidiary but leaving all of the existing [noncontrolling interest](https://asc.understandingaccounting.org/glossary/n/#noncontrolling-interest "The portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. A noncontrolling interest is sometimes called a minority interest.") outstanding.
    
5.  e
    
    A parent's less-than-wholly-owned subsidiary issues its shares in exchange for shares of another subsidiary previously owned by the same parent, and the noncontrolling shareholders are not party to the exchange. That is not 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.") from the perspective of the parent.
    
6.  f
    
    A limited liability company is formed by combining entities under common control.
    
7.  g
    
    Two or more [not-for-profit entities](https://asc.understandingaccounting.org/glossary/n/#not-for-profit-entity "An entity that possesses the following characteristics, in varying degrees, that distinguish it from a business entity: Contributions of significant amounts of resources from resource providers who do not expect commensurate or proportionate pecuniary return Operating purposes other than to provide goods or services at a profit Absence of ownership interests like those of business entities. Entities that clearly fall outside this definition include the following: All investor-owned entities Entities that provide dividends, lower costs, or other economic benefits directly and proportionately to their owners, members, or participants, such as mutual insurance entities, credit unions, farm and rural electric cooperatives, and employee benefit plans.") (NFPs) that are effectively controlled by the same board members transfer their net assets to a new entity, dissolve the former entities, and appoint the same board members to the newly combined entity.

##### [805-50-15-6A](https://asc.understandingaccounting.org/asc/805/50/#805-50-15-6A)

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The guidance in the Transactions between Entities under Common Control Subsections does not apply to the initial measurement by a primary beneficiary of the assets, liabilities, and noncontrolling interests of a VIE if the primary beneficiary of a VIE and the VIE are under common control. Guidance for such a VIE is provided in Section 810-10-30.

##### [805-50-15-6B](https://asc.understandingaccounting.org/asc/805/50/#805-50-15-6B)

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Mergers and acquisitions between or among two or more NFPs, all of which benefit a particular group of citizens, shall not be considered common control transactions solely because those entities benefit a particular group. The mission, operations, and historical sources of support of two or more NFPs may be closely linked to benefiting a particular group of citizens. However, that group neither owns nor controls the NFPs.

### Formation of a Master Limited Partnership

#### Entities

##### [805-50-15-7](https://asc.understandingaccounting.org/asc/805/50/#805-50-15-7)

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The guidance in the Formation of a Master Limited Partnership Subsections applies to a publicly traded master limited partnership formed from assets of existing [businesses](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."). Paragraph [805-50-05-7](https://asc.understandingaccounting.org/asc/805/50/#805-50-05-7) explains that, typically, the general partner of the master limited partnership is affiliated with the existing business.

##### [805-50-15-8](https://asc.understandingaccounting.org/asc/805/50/#805-50-15-8)

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[Paragraph superseded by Accounting Standards Update No. 2014-17](https://asc.understandingaccounting.org/updates/asu-2014-17/).

##### [805-50-15-9](https://asc.understandingaccounting.org/asc/805/50/#805-50-15-9)

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[Paragraph superseded by Accounting Standards Update No. 2014-17](https://asc.understandingaccounting.org/updates/asu-2014-17/).

### Pushdown Accounting

##### [805-50-15-10](https://asc.understandingaccounting.org/asc/805/50/#805-50-15-10)

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The guidance in the Pushdown Accounting Subsections applies to the separate financial statements of an [acquiree](https://asc.understandingaccounting.org/glossary/a/#acquiree "The business or businesses that the acquirer obtains control of in a business combination. This term also includes a nonprofit activity or business that a not-for-profit acquirer obtains control of in an acquisition by a not-for-profit entity.") and its subsidiaries.

#### Transactions

##### [805-50-15-11](https://asc.understandingaccounting.org/asc/805/50/#805-50-15-11)

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The guidance in the Pushdown Accounting Subsections does not apply to transactions in paragraph [805-10-15-4](https://asc.understandingaccounting.org/asc/805/10/#805-10-15-4).
