Mergers, spin-offs and incorporations of companies often occur in the market, aiming to meet specific market objectives. In the acquisition, assets of another company or business segment are purchased and in the merger, one company buys the other in its entirety. They are common activities in the market, whose reasons for happening are varied, such as economic recovery or repressed supply and demand. Along with these activities come procedures regulated by accounting principles, as well as the need for a accounting appraisal report.
No accounting appraisal report, which is based on book values based on Brazilian Accounting Standards, seeks to define the amount attributable, according to accounting criteria, to a certain asset, that is, a set of assets, rights and obligations. The attributed value may be the book value or the amount of assets, rights and obligations adjusted to market prices.
In a accounting report for company acquisitions, for example, the merged company's book equity is valued, or adjusted to market price. already in accounting report for merger purposes, the accounting net assets of the companies that merged to form the new company are evaluated. Generally, the issuance of accounting appraisal report is connected with the audit of the financial statements.
O accounting appraisal report is required in cases of incorporation, merger and spin-off of companies, in accordance with the following legislation:
1) Civil Code – Law No. 10.406/02, Articles No. 1.113 to No. 1.122 – Transformation, incorporation, merger and spin-off of companies.
2) Corporation Law – Law nº 6.404/76, articles nº 223 to nº 229 – Transformation, incorporation, merger and spin-off.
3) CVM – Securities and Exchange Commission:
- CVM Instructions 319/99, 320/99 and 349/01 – Merger, merger and spin-off involving a publicly-held company.
- CVM Instructions 361/02, 436/06, 480/09, 487/10 and 492/11 - Public offer for the acquisition of shares - OPA in the situations provided for therein related to the accounting evaluation.
The laws determine that companies must appoint experts to assess the net worth of the company to be merged, merged or split off. for the realization of accounting appraisal report the independent auditor, in the role of expert, must comply with NPA 14 (Audit Standards and Procedures) issued by IBRACON. According to NPA 14, the accounting evaluation consists of determining the value of specific components or all components of an organization's balance sheet at a given date.
O accounting appraisal report may comprise the book value or net book assets formed by all components of the balance sheet and the book net assets formed by certain assets and liabilities specifically selected by the management of the entity requesting the valuation report.
Many entrepreneurs are uncertain about the real value of their business at the time of a corporate reorganization and need to find an accountant with experience in accounting appraisal report.
TATICCA – ALLINIAL GLOBAL has an experienced team, capable of understanding different segments and markets, with the ability to analyze the market and complete understanding of the standards for the production of accounting appraisal report, using the best methodology depending on the objective of the evaluation.
Get in touch with TATICCA – ALLINIAL GLOBAL, which provides integrated auditing, accounting, tax, corporate finance, financial advisor, risk advisory, technology, business consulting and training. For more information, visit www.taticca.com.br or e-mail taticca@taticca.com.br. Our company has professionals with extensive experience in the market and has certified methodologies for carrying out activities.