ASC

ASC 810-970

Real Estate—General

810 Consolidation

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In brief

IntermediateConsolidationPresentationIndustry-specificRecognition

ASC 810-970 gives real-estate-specific consolidation guidance layered on top of ASC 810-10. It explains when an investor controls a general or limited partnership that holds real estate (majority voting interest, or majority of profit/loss interests when voting interests are unclear), when substantive participating rights of other partners overcome the presumption of control, and when a noncontrolling investor instead uses the equity method. It also sets the five conditions that permit proportionate (undivided interest) presentation of an investment in real property.

Key points (6)
  • A general partnership controlled directly or indirectly by an investor is in substance a subsidiary; ownership of over 50 percent of voting shares points toward consolidation, and if partnership voting interests are not clearly indicated, ownership of a majority of the financial interests in profits or losses usually indicates control (810-970-25-1).
  • Control may exist with less than a majority ownership by contract, lease, agreement with other stockholders or partners, or court decree (810-970-25-1).
  • The presumption of control by the majority interest holder is overcome if other partners hold substantive participating rights over significant financial and operating decisions made in the ordinary course of business, evaluated under 810-10-25-2 through 25-14 (810-970-25-2).
  • A controlling investor accounts for the investment under the principles applicable to investments in subsidiaries and eliminates interentity profits and losses on assets remaining within the group; a noncontrolling investor in a general partnership uses the equity method under Topic 323 (810-970-25-2).
  • For a limited partnership that is not a VIE under 810-10-15-14, limited partners assess a controlling financial interest under 810-10-15-8A: if no single partner controls, general and limited partners apply the equity method (except an interest so minor that the limited partner has virtually no influence, see 323-30-S99-1); if a single limited partner controls, that partner consolidates (810-970-25-3).
  • Proportionate (undivided interest) presentation of assets, liabilities, revenue, and expenses is permitted only if the property is owned by undivided interests, approval of two or more owners is not required for financing/development/sale/operating decisions, each investor is entitled to only its pro rata share of income, pays only its pro rata share of expenses, and is severally liable only for debt it incurs (810-970-45-1).

For students. Real estate ventures are the classic setting for partnership consolidation questions: a majority profits interest can signal control when voting interests are unclear, but substantive participating rights held by other partners defeat consolidation. A common misunderstanding is assuming proportionate (undivided interest) presentation is generally available for joint ventures—it is allowed only when all five conditions in 810-970-45-1, including several (not joint) liability, are met.

controlling financial interestgeneral partnership controllimited partnership consolidationsubstantive participating rightsequity methodundivided interest presentationvariable interest entityinterentity profit elimination

Machine-generated study aid for ASC 810-970. Check the source paragraphs below.

810-970-00Status

Source downloaded: .Record version 3191e934360a. Effective date must be checked in the source.

810-970-00-1
The following table identifies the changes made to this Subtopic.
ParagraphActionAccounting Standards UpdateDate
Ordinary Course of BusinessAddedAccounting Standards Update No. 2015-0202/18/2015
970-810-25-2AmendedAccounting Standards Update No. 2015-0202/18/2015
970-810-25-3AmendedAccounting Standards Update No. 2015-0202/18/2015

810-970-05Overview and Background

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810-970-05-1
This Subtopic provides guidance on consolidation matters incremental to the real estate industry.

810-970-15Scope and Scope Exceptions

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Overall Guidance

810-970-15-1
This Subtopic follows the same Scope and Scope Exceptions as outlined in the Overall Subtopic, see Section 970-10-15.

810-970-25Recognition

Source downloaded: .Record version f6080f466e69. Effective date must be checked in the source.

General Partnerships

810-970-25-1
A general partnership that is controlled, directly or indirectly, by an investor is, in substance, a subsidiary of the investor. Paragraph 810-10-15-8 states that the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one entity, directly or indirectly, of over 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. However, if partnership voting interests are not clearly indicated, a condition that would usually indicate control is ownership of a majority (over 50 percent) of the financial interests in profits or losses (see paragraphs
970-323-35-16 through 35-17
). Paragraph 810-10-15-8 states that the power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The power to control may also exist with a lesser percentage of ownership by agreement with other partners.
810-970-25-2
On the other hand, the majority interest holder may not control the entity if one or more of the other partners have substantive participating rights that permit those other partners to effectively participate in certain significant financial and operating decisions that are made in the ordinary course of business. The determination of whether the rights of the other partners are substantive participating rights shall be evaluated in accordance with the guidance for substantive participating rights in paragraphs
810-10-25-2 through 25-14
. If the other partners have substantive participating rights, the presumption of control by the majority interest holder is overcome. A controlling investor shall account for its investment under the principles of accounting applicable to investments in subsidiaries. Accordingly, interentity profits and losses on assets remaining within the group shall be eliminated. A noncontrolling investor in a general partnership shall account for its investment by the equity method and should be guided by the provisions of Topic 323.

Limited Partnerships

810-970-25-3
If a limited partnership does not meet the conditions in paragraph 810-10-15-14 and, therefore, is not a variable interest entity, limited partners shall evaluate whether they have a controlling financial interest according to paragraph 810-10-15-8A. The guidance in Subtopic 810-10 on consolidation shall be used to determine whether any limited partners control the limited partnership:
  1. a
    If no single partner controls the limited partnership, the general and limited partners shall apply the equity method of accounting to their interests, except for instances when a limited partner's interest is so minor that the limited partner may have virtually no influence over partnership operations and financial policies (see paragraph 323-30-S99-1).
  2. b
    Subparagraph superseded by Accounting Standards Update No. 2015-02.
  3. c
    If a single limited partner controls the limited partnership, that limited partner shall consolidate the limited partnership and apply the principles of accounting applicable for investments in subsidiaries in Topic 810.

810-970-45Other Presentation Matters

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Undivided Interests

810-970-45-1
An investment in real property may be presented by recording the undivided interest in the assets, liabilities, revenue, and expenses of the venture if all of the following conditions are met:
  1. a
    The real property is owned by undivided interests.
  2. b
    The approval of two or more of the owners is not required for decisions regarding the financing, development, sale, or operations of real estate owned.
  3. c
    Each investor is entitled to only its pro rata share of income.
  4. d
    Each investor is responsible to pay only its pro rata share of expenses.
  5. e
    Each investor is severally liable only for indebtedness it incurs in connection with its interest in the property.

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