Capital reserves are vital for many businesses. These reserves act as savings accounts that can get a business through certain financial problems. However, capital reserves are regulated, so it's important for business owners and managers to understand the differences.
A capital redemption reserve is one type of reserve that many businesses will open and save for a rainy day. Companies can only open these reserves in certain circumstances and use the capital in unique situations. Before you touch this reserve at your business, be sure you understand the basic meaning, how to calculate how large the fund should be, the benefits your company can receive and the other laws pertaining to this type of fund.
Types of Reserves
Companies can create reserves for many different purposes, but it's important to use the right account for each purpose. In general, there are two categories of reserves: capital and revenue. Revenue reserves come from operating profit that the company doesn't distribute to shareholders. These accounts can be used as savings for specific purposes or general reserves for whatever happens.
While revenue reserves are often pretty flexible, capital reserves have more restrictions. One type of capital reserve is a share premium. These reserves take shares and debentures that the business sells as a premium and uses the additional capital to award bonus shares, write off preliminary expenses from when the founders created the company or even pay off premium payables from redeeming shares.
The next type of capital reserve is known as a revaluation reserve. This account comes into being when an assessor takes a second look at assets and decides that the value has increased. With this new capital, a business can issue bonus shares.
Finally, the third type of capital reserve is a capital redemption reserve. It comes with different parameters and uses than its capital reserve cousins.
Capital Redemption Reserve Meaning
To the untrained eye, many business terms can seem like synonyms. For example, you may forgive someone for believing that "capital reserve" and "reserve capital" have the same meaning. However, terminology surrounding capital is specific.
The term "capital redemption reserve" refers specifically to a type of fund that accountants put on both the financial statements and the internal accounts. There are a few ways that your business may obtain these funds. Perhaps the most common source of capital redemption reserve funds is buying back shares. When a company purchases shares back from shareholders, it must create a capital redemption reserve fund and run it properly.
Funds in the capital redemption reserve are non-distributable. This designation means that the business cannot use the capital to pay shareholders as part of dividends payments.
What Companies Issue Shares
Not all companies will need to utilize a capital redemption reserve. After all, these are only for companies who buy back shares of their own stock. Therefore, only companies who issue shares need to worry about capital redemption reserve funds.
Private companies only issue shares to those within the organization. Publicly traded companies sell stocks to buyers from around the world. There are several types of shares, all of which have their own regulations.
Ordinary shares, which are also called common stocks, are the most popular types of stock that businesses issue. These shares do give the holder voting rights, but do not do much beyond that. Preferred shares are upgrades on common stock. Any dividends that don't get paid roll over.
Redeemable stocks are perhaps the most relevant to capital redemption reserves. These shares come with the provision that the company can call back the stock any time. Each of these shareholders may vote when the board calls investors to make major decisions. Furthermore, they will receive dividends if the company gets bought out or if it declares dividends.
Another common share is non-voting stock. As the name suggests, the owners of these stocks do not have voting rights. Often, these are the types of stocks that businesses issue to employees as part of a compensation package.
When to Establish Capital Redemption Reserves
The U.S. Security and Exchange Commission regulates the use of these funds. As such, it's important to establish and utilize your capital redemption reserves correctly. Although the name suggests that you must only establish this fund if you redeem shares, you must make such a reserve if you purchase shares as well.
The difference between repurchasing and redeeming shares is subtle but important. "Redemption" typically refers to a company which pays a buyer back for preferred shares, such as securities. Meanwhile, "repurchase" is used to describe the act of buying back common shares like those on the stock market. However, for the purpose of capital redemption reserves, "redemption" refers to the act of buying back any shares, whether common stock or preferred shares. However, the type of shares that the company buys back does affect how this transaction looks on the balance sheet.
When you redeem shares and create a capital redemption reserve fund, it's vital to make sure you do so correctly. Each country may have its own laws surrounding these accounts, so it's important to check your jurisdiction's unique laws.
How to Redeem Shares
In order to create a capital redemption reserve, you must first redeem capital to put in the fund. There are a few important considerations to make before completing this part of the transaction.
First, be sure that the shares that you redeem are eligible for such. There are several types of shares that you may issue and only some are legally redeemable. The business must have deemed shares as redeemable at the time of issuing. Redeemable shares have what's known as a "call price." This is the amount that the company can compel shareholders to sell the stock for at any time.
Once you send the request for a callback, your investors have a certain number of days to respond and sell their shares. For mutual funds, this is normally about seven days. You should also take into account back-end loads, which are a percentage of the value of the stock. In some cases, you may pay redemption fees in place of back-end loads, which don't vary as much.
When to Repurchase Instead
If your shares are not redeemable or if the call price is too low, you can choose to repurchase your stock instead. The company cannot compel an investor to sell these shares, which means that you may not be able to buy back all that you want. However, there are several reasons to choose this option over redemption.
First, the call price may sometimes be higher than the value of the share. In this case, it is cheaper to repurchase the stock at market value. In many ways, this allows the company to operate much the same way as a day trader with a "buy low, sell high" philosophy. If and when the time comes, you can resell the stocks and earn additional profit.
Even if the call price and market value are similar, you may consider a repurchase plan in place of redemption. Repurchasing the stock instead of redeeming it increases the business's Earnings Per Share (EPS) ratio. Shareholders like to see this on your company's financial statement. In some cases, this repurchase can use the laws of supply and demand in your favor.
Finally, you may wish to repurchase if your company could gain over 50 percent ownership in the process. This may open up plenty of options that redemption would not allow.
How to Use This Reserve
Because it is from the capital and not revenue, there are plenty of restrictions on how a company can use capital redemption reserves. Generally, a business can only use these reserves to issue new, fully paid bonus shares. You do not have to issue these stocks right away. Instead, your business can use this capital as needed. When issuing new shares, you can price them at par, at a premium or even at a discount.
Issuing new shares is the most common way to use capital redemption reserves – some circumstances may allow companies to implement different strategies. For example, certain businesses in the United Kingdom can use a reduction of capital. This allows the business to write it off as realized profit, which it can then pay to shareholders or buy back more shares. However, it's important to note that this may not apply to all businesses. It's safest to use reserves to issue new shares, as intended.
In this case, you can use the reserve to pay creditors who want you to pay up their bonus shares fully.
Why You Need a Capital Redemption Reserve
Capital redemption reserves are relatively new in the business world. This leaves many people wondering why they exist in the first place and why many governments mandate their usage. While it's not always immediately obvious, this type of capital serves many purposes.
First, capital redemption reserves protect a company's creditors. This protection comes from the fact that there is enough capital available to cover their needs at any given time. For example, without a capital redemption reserve, a company could redeem stocks to pay themselves a lot of money, then short the creditors when business didn't go so well. The reserve ensures creditors that this will not happen and that there will always be enough to cover the loss of credit.
On the other hand, capital redemption reserves also protect the company. After all, when a creditor comes knocking, the company will not have to rely on working capital. Instead of figuring out what part of the workforce gets cut or where to cut corners on production, you can simply pull from the account that you made specifically for this situation.
Overall, this fund serves as peace of mind for both creditors and companies. The reserve then keeps both the business people and shareholders equally invested, maintaining the balance that a healthy company needs.
Capital Redemption Reserve Formula
When a company establishes a capital redemption reserve, the accountants can ensure that the business issues the most advantageous number of shares possible. To decide how to issues these shares, you can do a few quick calculations, which depend on many factors.
For example, if you issue new shares in order to redeem the old shares, you can quickly determine how much to put into the capital redemption reserve account. Simply find the difference between the value of the new shares you issued, making sure to include both preference and equity shares in your calculations.
If you're not using the redeemed shares in this way, you must create a capital redemption reserve fund instead. To know how much money must go into this reserve, just determine how much capital is lost in the transaction. You can use the value of the shares to determine this amount.
- ASAL Accounting: Reserves
- Investopedia: What is the difference between redemption of shares and repurchase of shares?
- Financial Times Lexicon: Definition of capital redemption reserves
- Thomas Reuters Practical Law: Capital redemption reserve
- Accounting Notes: Accounting Entries for Capital Redemption Reserve
- How to Law:How to Issue Shares in a Company
- Academic Law: capital redemption reserve
- Investopedia: Redemption
- Investopedia: Why would a company choose to repurchase in lieu of redeem?