Mergers, divisions, and mergers of companies frequently occur in the market, aimed at meeting 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. These are common activities in the market, whose reasons for happening are varied, such as economic recovery or suppressed supply and demand. Along with these activities come procedures regulated by accounting principles, and also the need for a accounting valuation report.
No accounting valuation report, which is based on accounting values based on Brazilian Accounting Standards, seeks to define the amount attributable, according to accounting criteria, to a specific asset, that is, a set of assets, rights and obligations. The assigned amount 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 net book assets of the incorporated company are valued, or adjusted to market price. No longer accounting report for merger purposes, the net accounting assets of the companies that merged to form the new company are evaluated. Generally, the issuance of accounting valuation report is connected with the auditing of financial statements.
O accounting valuation report is required in cases of incorporation, merger and division of companies, in accordance with the following laws:
1) Civil Code — Law No. 10,406/02, articles No. 1,113 to No. 1,122 — On the transformation, incorporation, merger and division of companies.
2) Joint Stock Companies Act — Law No. 6,404/76, articles No. 223 to No. 229 — Transformation, incorporation, merger and division.
3) CVM — Securities and Exchange Commission:
- CVM Instructions 319/99, 320/99 and 349/01 — Incorporation, merger and division involving a public company.
- CVM Instructions 361/02, 436/06, 480/09, 487/10 and 492/11 — Public offering for the acquisition of shares — OPA in the situations provided for therein relating to accounting valuation.
The laws state that corporations must appoint experts to assess the equity of the company to be incorporated, merged, or spun off. For the realization of accounting valuation report the independent auditor, acting as an expert, must comply with NPA 14 (Auditing Standards and Procedures) issued by IBRACON. According to NPA 14, accounting valuation consists of determining the value of specific components or all components of an organization's balance sheet on a given date.
O accounting valuation report it may include net accounting equity or the net accounting collection consisting of all components of the balance sheet and the net accounting collection consisting of certain assets and liabilities specifically selected by the management of the entity requesting the valuation report.
Many business owners 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 valuation report.
TATICCA — ALLINIAL GLOBAL has an experienced team, capable of understanding various segments and markets, with market analysis capacity and complete understanding of the standards for the production of accounting valuation report, using the best methodology depending on the objective of the assessment.
Contact TATICCA — ALLINIAL GLOBAL, which provides integrated auditing, accounting, tax services, corporate finance, Financial Advisory, Risk Advisory, technology, business consulting and training. For more information, visit www.taticca.com.br or email taticca@taticca.com.br. Our company has professionals with extensive experience in the market and has certified methodologies for carrying out activities.
