# ASC 845-10-S99: Nonmonetary Transactions — Overall — SEC 99 SEC Materials

Source: FASB Accounting Standards Codification, Basic View

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## ASC 845-10-S99: SEC 99 SEC Materials

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#### SEC Staff Guidance

##### [845-10-S99-1](https://asc.understandingaccounting.org/asc/845/10/#845-10-S99-1)

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The following is the text of SAB Topic 5.G, Transfers of Nonmonetary Assets by Promoters or Shareholders.

-   Facts: Nonmonetary assets are exchanged by promoters or shareholders for all or part of a company's common stock just prior to or contemporaneously with a first-time public offering.
    
-   Question: Since FASB ASC paragraph [845-10-15-4](https://asc.understandingaccounting.org/asc/845/10/#845-10-15-4) (Nonmonetary Transactions Topic) states that the guidance in this Topic is not applicable to transactions involving the acquisition of nonmonetary assets or services on issuance of the capital stock of an enterprise, what value should be ascribed to the acquired assets by the company?
    
-   Interpretive Response: The staff believes that transfers of nonmonetary assets to a company by its promoters or shareholders in exchange for stock prior to or at the time of the company's initial public offering normally should be recorded at the transferors' historical cost basis determined under GAAP.
    
-   The staff will not always require that predecessor cost be used to value nonmonetary assets received from an enterprise's promoters or shareholders. However, deviations from this policy have been rare applying generally to situations where the fair value of either the stock issued <sup class="ph sup">FN1</sup> or assets acquired is objectively measurable and the transferor's stock ownership following the transaction was not so significant that the transferor had retained a substantial indirect interest in the assets as a result of stock ownership in the company.
    
    -   FN1 Estimating the fair value of the common stock issued, however, is not appropriate when the stock is closely held and/or seldom or ever traded.

##### [845-10-S99-2](https://asc.understandingaccounting.org/asc/845/10/#845-10-S99-2)

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The following is the text of SEC Observer Comment: Accounting by a Joint Venture for Businesses Received at Its Formation.

-   The SEC staff will object to a conclusion that did not result in the application of Topic 805 to transactions in which businesses are contributed to a newly formed, jointly controlled entity if that entity is not a joint venture. The SEC staff also would object to a conclusion that joint control is the only defining characteristic of a joint venture.

##### [845-10-S99-3](https://asc.understandingaccounting.org/asc/845/10/#845-10-S99-3)

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The following is the text of SEC Observer Comment: Interpretation of Subtopic 845-10.

-   The SEC staff will require registrants to account for the exchange of consolidated businesses, even if in the same line of business, as a fair value transaction under the guidance of Topic 805. The SEC staff believes that Topic governs the acquisition of a consolidated business when acquired for nonmonetary assets, including equity method investments.
