累積型配当優先株式の会計上の問題

今日は古橋さんからの質問で、累積型配当優先株式の問題をシェアします。

Q:累積型配当優先株式を発行している会社があります。会社は赤字で配当は出していませんが、この優先株式について未払の配当が事実上累積しています。一方この会社の銀行借入の契約において財務制限条項として配当の記述があります。累積型配当優先株にかかる累積配当(将来払うことになるであろう配当)は財務制限条項で検討すべき配当にあたるでしょうか。

A:剰余金の配当がそもそもできない状況にある(会社法上も残余財産規定に違反する配当は認めていない)ため、配当ではありません。よって財務制限条項がどのようなものかにもよりますが、通常違反にはならないはずです。

累積型配当優先株の配当が累積されている事実を会社は勿論認識をする必要はあると思います。
質問いただいた内容とは別問題かと思いますが、この累積配当を会計上どうするかは問題です。

・未払配当金かどうか:そもそも未払金は確定債務ですが、金額不確定のもの=配当の場合は議決権を経ていないもの、である以上確定債務である未払配当には該当しません。

・引当金かどうか:引当金の定義の「発生の可能性が高いかどうか」が問題になると思います。黒字化して配当制限を超える剰余金が溜まれば配当の可能性が高くなったとはいえると思いますが、その時は通常の配当よろしく決議で金額確定されたものが未払配当金として計上されるのみではないかと考えます。株主優待については優待引当金というのが公認会計士協会の研究報告で出されていますが、配当引当金というのは聞いたことがありませんし、今現時点で検索してみましたが出てきません。

・偶発債務かどうか:引当金でないなら偶発債務かどうかという検討の流れになりますが、以下のとおり通常偶発債務とは将来の「損失」につながりそうなものをさします。累積配当が偶発債務に該当しても注記するかしないかの問題なので、中小企業会計基準の下で処理されているなら注記も特に問題にはなりません。

財務諸表等規則 第 58 条1
偶発債務(債務の保証(債務の保証と同様の効果を有するものを含む。)、係争事件に係る賠償義務その他現実に発生していない債務で、将来において事業の負担となる可能性のあるものをいう。)がある場合には、その内容及び金額を注記しなければならない。ただし、重要性の乏しいものについては、注記を省略することができる。

・常磐興産という上場会社が以前累積型配当優先株を発行していて、過去の累積配当を精算実施した例がありました。
http://www.joban-kosan.com/ir/financial/koukoku/1306/pdf/renketsu.pdf
累積配当を含め優先株への配当を決定した95期より前の期(累積中の期間)の注記には偶発債務としての記載はなく、引当金の注記もないことからどちらでも処理していないと思います。未払金に含まれている可能性までは否定できませんが、確定債務でもない以上未払金にも含まれていないと想像します。

優先株をめぐる会計上の処理については質問の会社以外も直面しているわけですが、現時点で調べた限りにおいてはBSや注記での処理をしている会社はないと考えられ、また配当は株主総会決議事項であることからも決議での支払決定を経ない配当を会計上処理する必要は今のところないと判断します。

備忘ですが、そもそも質問の会社の優先株はその株式の内容として、「平成XX年X月X日以降は自由に償還可能」ということが記載されています。世の中の優先株にはこのような償還可能条件を付けた株式が多々あるようですが、実態は資本というより負債に近いです(社債に近い)。
日本基準は法的性格を重視しているため今のところこのような優先株を通した出資は資本として計上されていますが、IFRSや米国会計では会計上負債に計上されるようです。よって今後IFRSにどの程度日本基準が寄っていくかによりますが、こういう優先株は資本ではなく負債になる可能性もあります。

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