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Commission Regulation (EC) No 495/2009Show full title

Commission Regulation (EC) No 495/2009 of 3 June 2009 amending Regulation (EC) No 1126/2008 adopting certain international accounting standards in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council as regards International Financial Reporting Standard (IFRS) 3 (Text with EEA relevance) (revoked)

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  1. Introductory Text

  2. Article 1.The Annex to Regulation (EC) No 1126/2008 is amended as...

  3. Article 2.Each company shall apply the revised IFRS 3 as set...

  4. Article 3.This Regulation shall enter into force on the third day...

  5. Signature

    1. ANNEX

      2. INTERNATIONAL FINANCIAL REPORTING STANDARD 3 Business Combinations

        1. OBJECTIVE

          1. 1. The objective of this IFRS is to improve the relevance,...

        2. SCOPE

          1. 2. This IFRS applies to a transaction or other event that...

        3. IDENTIFYING A BUSINESS COMBINATION

          1. 3. An entity shall determine whether a transaction or other event...

        4. THE ACQUISITION METHOD

          1. 4. An entity shall account for each business combination by applying...

          2. 5. Applying the acquisition method requires:

          3. Identifying the acquirer

            1. 6. For each business combination, one of the combining entities shall...

            2. 7. The guidance in IAS 27 Consolidated and Separate Financial Statements...

          4. Determining the acquisition date

            1. 8. The acquirer shall identify the acquisition date, which is the...

            2. 9. The date on which the acquirer obtains control of the...

          5. Recognising and measuring the identifiable assets acquired, the liabilities assumed...

            1. Recognition principle

              1. 10. As of the acquisition date, the acquirer shall recognise, separately...

              2. Recognition conditions

                1. 11. To qualify for recognition as part of applying the acquisition...

                2. 12. In addition, to qualify for recognition as part of applying...

                3. 13. The acquirer’s application of the recognition principle and conditions may...

                4. 14. Paragraphs B28–B40 provide guidance on recognising operating leases and intangible...

              3. Classifying or designating identifiable assets acquired and liabilities assumed in...

                1. 15. At the acquisition date, the acquirer shall classify or designate...

                2. 16. In some situations, IFRSs provide for different accounting depending on...

                3. 17. This IFRS provides two exceptions to the principle in paragraph...

            2. Measurement principle

              1. 18. The acquirer shall measure the identifiable assets acquired and the...

              2. 19. For each business combination, the acquirer shall measure any non-controlling...

              3. 20. Paragraphs B41–B45 provide guidance on measuring the fair value of...

            3. Exceptions to the recognition or measurement principles

              1. 21. This IFRS provides limited exceptions to its recognition and measurement...

              2. Exception to the recognition principle

                1. Contingent liabilities

                  1. 22. IAS 37 Provisions, Contingent Liabilities and Contingent Assets defines a...

                  2. 23. The requirements in IAS 37 do not apply in determining...

              3. Exceptions to both the recognition and measurement principles

                1. Income taxes

                  1. 24. The acquirer shall recognise and measure a deferred tax asset...

                  2. 25. The acquirer shall account for the potential tax effects of...

                2. Employee benefits

                  1. 26. The acquirer shall recognise and measure a liability (or asset,...

                3. Indemnification assets

                  1. 27. The seller in a business combination may contractually indemnify the...

                  2. 28. In some circumstances, the indemnification may relate to an asset...

              4. Exceptions to the measurement principle

                1. Reacquired rights

                  1. 29. The acquirer shall measure the value of a reacquired right...

                2. Share-based payment awards

                  1. 30. The acquirer shall measure a liability or an equity instrument...

                3. Assets held for sale

                  1. 31. The acquirer shall measure an acquired non-current asset (or disposal...

          6. Recognising and measuring goodwill or a gain from a bargain...

            1. 32. The acquirer shall recognise goodwill as of the acquisition date...

            2. 33. In a business combination in which the acquirer and the...

            3. Bargain purchases

              1. 34. Occasionally, an acquirer will make a bargain purchase, which is...

              2. 35. A bargain purchase might happen, for example, in a business...

              3. 36. Before recognising a gain on a bargain purchase, the acquirer...

            4. Consideration transferred

              1. 37. The consideration transferred in a business combination shall be measured...

              2. 38. The consideration transferred may include assets or liabilities of the...

              3. Contingent consideration

                1. 39. The consideration the acquirer transfers in exchange for the acquiree...

                2. 40. The acquirer shall classify an obligation to pay contingent consideration...

          7. Additional guidance for applying the acquisition method to particular types...

            1. A business combination achieved in stages

              1. 41. An acquirer sometimes obtains control of an acquiree in which...

              2. 42. In a business combination achieved in stages, the acquirer shall...

            2. A business combination achieved without the transfer of consideration

              1. 43. An acquirer sometimes obtains control of an acquiree without transferring...

              2. 44. In a business combination achieved by contract alone, the acquirer...

          8. Measurement period

            1. 45. If the initial accounting for a business combination is incomplete...

            2. 46. The measurement period is the period after the acquisition date...

            3. 47. The acquirer shall consider all pertinent factors in determining whether...

            4. 48. The acquirer recognises an increase (decrease) in the provisional amount...

            5. 49. During the measurement period, the acquirer shall recognise adjustments to...

            6. 50. After the measurement period ends, the acquirer shall revise the...

          9. Determining what is part of the business combination transaction

            1. 51. The acquirer and the acquiree may have a pre-existing relationship...

            2. 52. A transaction entered into by or on behalf of the...

            3. Acquisition-related costs

              1. 53. Acquisition-related costs are costs the acquirer incurs to effect a...

        5. SUBSEQUENT MEASUREMENT AND ACCOUNTING

          1. 54. In general, an acquirer shall subsequently measure and account for...

          2. Reacquired rights

            1. 55. A reacquired right recognised as an intangible asset shall be...

          3. Contingent liabilities

            1. 56. After initial recognition and until the liability is settled, cancelled...

          4. Indemnification assets

            1. 57. At the end of each subsequent reporting period, the acquirer...

          5. Contingent consideration

            1. 58. Some changes in the fair value of contingent consideration that...

        6. DISCLOSURES

          1. 59. The acquirer shall disclose information that enables users of its...

          2. 60. To meet the objective in paragraph 59, the acquirer shall...

          3. 61. The acquirer shall disclose information that enables users of its...

          4. 62. To meet the objective in paragraph 61, the acquirer shall...

          5. 63. If the specific disclosures required by this and other IFRSs...

        7. EFFECTIVE DATE AND TRANSITION

          1. Effective date

            1. 64. This IFRS shall be applied prospectively to business combinations for...

          2. Transition

            1. 65. Assets and liabilities that arose from business combinations whose acquisition...

            2. 66. An entity, such as a mutual entity, that has not...

          3. Income taxes

            1. 67. For business combinations in which the acquisition date was before...

        8. WITHDRAWAL OF IFRS 3 (2004)

          1. 68. This IFRS supersedes IFRS 3 Business Combinations (as issued in...

      3. Appendix A

        Defined terms

        1. This appendix is an integral part of the IFRS.

        2. acquiree The business or businesses that the acquirer obtains control...

      4. Appendix B

        Application guidance

        1. This appendix is an integral part of the IFRS.

        2. BUSINESS COMBINATIONS OF ENTITIES UNDER COMMON CONTROL (APPLICATION OF PARAGRAPH...

          1. B1 This IFRS does not apply to a business combination of...

          2. B2 A group of individuals shall be regarded as controlling an...

          3. B3 An entity may be controlled by an individual or by...

          4. B4 The extent of non-controlling interests in each of the combining...

        3. IDENTIFYING A BUSINESS COMBINATION (APPLICATION OF PARAGRAPH 3)

          1. B5 This IFRS defines a business combination as a transaction or...

          2. B6 A business combination may be structured in a variety of...

        4. DEFINITION OF A BUSINESS (APPLICATION OF PARAGRAPH 3)

          1. B7 A business consists of inputs and processes applied to those...

          2. B8 To be capable of being conducted and managed for the...

          3. B9 The nature of the elements of a business varies by...

          4. B10 An integrated set of activities and assets in the development...

          5. B11 Determining whether a particular set of assets and activities is...

          6. B12 In the absence of evidence to the contrary, a particular...

        5. IDENTIFYING THE ACQUIRER (APPLICATION OF PARAGRAPHS 6 AND 7)

          1. B13 The guidance in IAS 27 Consolidated and Separate Financial Statements...

          2. B14 In a business combination effected primarily by transferring cash or...

          3. B15 In a business combination effected primarily by exchanging equity interests,...

          4. B16 The acquirer is usually the combining entity whose relative size...

          5. B17 In a business combination involving more than two entities, determining...

          6. B18 A new entity formed to effect a business combination is...

        6. REVERSE ACQUISITIONS

          1. B19 A reverse acquisition occurs when the entity that issues securities...

          2. Measuring the consideration transferred

            1. B20 In a reverse acquisition, the accounting acquirer usually issues no...

          3. Preparation and presentation of consolidated financial statements

            1. B21 Consolidated financial statements prepared following a reverse acquisition are issued...

            2. B22 Because the consolidated financial statements represent the continuation of the...

          4. Non-controlling interest

            1. B23 In a reverse acquisition, some of the owners of the...

            2. B24 The assets and liabilities of the legal acquiree are measured...

          5. Earnings per share

            1. B25 As noted in paragraph B22(d), the equity structure in the...

            2. B26 In calculating the weighted average number of ordinary shares outstanding...

            3. B27 The basic earnings per share for each comparative period before...

        7. RECOGNISING PARTICULAR ASSETS ACQUIRED AND LIABILITIES ASSUMED (APPLICATION OF PARAGRAPHS...

          1. Operating leases

            1. B28 The acquirer shall recognise no assets or liabilities related to...

            2. B29 The acquirer shall determine whether the terms of each operating...

            3. B30 An identifiable intangible asset may be associated with an operating...

          2. Intangible assets

            1. B31 The acquirer shall recognise, separately from goodwill, the identifiable intangible...

            2. B32 An intangible asset that meets the contractual-legal criterion is identifiable...

            3. B33 The separability criterion means that an acquired intangible asset is...

            4. B34 An intangible asset that is not individually separable from the...

            5. Reacquired rights

              1. B35 As part of a business combination, an acquirer may reacquire...

              2. B36 If the terms of the contract giving rise to a...

            6. Assembled workforce and other items that are not identifiable

              1. B37 The acquirer subsumes into goodwill the value of an acquired...

              2. B38 The acquirer also subsumes into goodwill any value attributed to...

              3. B39 After initial recognition, an acquirer accounts for intangible assets acquired...

              4. B40 The identifiability criteria determine whether an intangible asset is recognised...

        8. MEASURING THE FAIR VALUE OF PARTICULAR IDENTIFIABLE ASSETS AND A...

          1. Assets with uncertain cash flows (valuation allowances)

            1. B41 The acquirer shall not recognise a separate valuation allowance as...

          2. Assets subject to operating leases in which the acquiree is...

            1. B42 In measuring the acquisition-date fair value of an asset such...

          3. Assets that the acquirer intends not to use or to...

            1. B43 For competitive or other reasons, the acquirer may intend not...

          4. Non-controlling interest in an acquiree

            1. B44 This IFRS allows the acquirer to measure a non-controlling interest...

            2. B45 The fair values of the acquirer’s interest in the acquiree...

        9. MEASURING GOODWILL OR A GAIN FROM A BARGAIN PURCHASE

          1. Measuring the acquisition-date fair value of the acquirer’s interest in...

            1. B46 In a business combination achieved without the transfer of consideration,...

          2. Special considerations in applying the acquisition method to combinations of...

            1. B47 When two mutual entities combine, the fair value of the...

            2. B48 Although they are similar in many ways to other businesses,...

            3. B49 A fair value measurement of a mutual entity should include...

        10. DETERMINING WHAT IS PART OF THE BUSINESS COMBINATION TRANSACTION (APPLICATION...

          1. B50 The acquirer should consider the following factors, which are neither...

          2. Effective settlement of a pre-existing relationship between the acquirer and...

            1. B51 The acquirer and acquiree may have a relationship that existed...

            2. B52 If the business combination in effect settles a pre-existing relationship,...

            3. B53 A pre-existing relationship may be a contract that the acquirer...

          3. Arrangements for contingent payments to employees or selling shareholders (application...

            1. B54 Whether arrangements for contingent payments to employees or selling shareholders...

            2. B55 If it is not clear whether an arrangement for payments...

          4. Acquirer share-based payment awards exchanged for awards held by the...

            1. B56 An acquirer may exchange its share-based payment awards (replacement awards)...

            2. B57 To determine the portion of a replacement award that is...

            3. B58 The portion of the replacement award attributable to pre-combination service...

            4. B59 The portion of a non-vested replacement award attributable to post-combination...

            5. B60 The portion of a non-vested replacement award attributable to pre-combination...

            6. B61 The same requirements for determining the portions of a replacement...

            7. B62 The income tax effects of replacement awards of share-based payments...

        11. OTHER IFRSS THAT PROVIDE GUIDANCE ON SUBSEQUENT MEASUREMENT AND ACCOUNTING...

          1. B63 Examples of other IFRSs that provide guidance on subsequently measuring...

        12. DISCLOSURES (APPLICATION OF PARAGRAPHS 59 AND 61)

          1. B64 To meet the objective in paragraph 59, the acquirer shall...

          2. B65 For individually immaterial business combinations occurring during the reporting period...

          3. B66 If the acquisition date of a business combination is after...

          4. B67 To meet the objective in paragraph 61, the acquirer shall...

        13. TRANSITIONAL PROVISIONS FOR BUSINESS COMBINATIONS INVOLVING ONLY MUTUAL ENTITIES OR...

          1. B68 Paragraph 64 provides that this IFRS applies prospectively to business...

          2. B69 The requirement to apply this IFRS prospectively has the following...

      5. Appendix C

        Amendments to other IFRSs

        2. IFRS 1 FIRST-TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS

          1. C1 IFRS 1 is amended as described below.

        3. IFRS 2 SHARE-BASED PAYMENT

          1. C2 IFRS 2 is amended as described below.

        4. IFRS 7 FINANCIAL INSTRUMENTS: DISCLOSURES

          1. C3 IFRS 7 is amended as described below.

        5. IAS 12 INCOME TAXES

          1. C4 IAS 12 is amended as described below.

        6. IAS 16 PROPERTY, PLANT AND EQUIPMENT

          1. C5 In IAS 16 paragraph 44 is amended as follows:

        7. IAS 28 INVESTMENTS IN ASSOCIATES

          1. C6 In IAS 28 paragraph 23 is amended as follows:

        8. IAS 32 FINANCIAL INSTRUMENTS: PRESENTATION

          1. C7 IAS 32 is amended as described below.

        9. IAS 33 EARNINGS PER SHARE

          1. C8 In IAS 33 paragraph 22 is amended as follows:

        10. IAS 34 INTERIM FINANCIAL REPORTING

          1. C9 IAS 34 is amended as described below.

        11. IAS 36 IMPAIRMENT OF ASSETS

          1. C10 IAS 36 is amended as described below.

        12. IAS 37 PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

          1. C11 In IAS 37 paragraph 5 is amended as follows:

        13. IAS 38 INTANGIBLE ASSETS

          1. C12 IAS 38 is amended as described below.

        14. IAS 39 FINANCIAL INSTRUMENTS: RECOGNITION AND MEASUREMENT

          1. C13 IAS 39 is amended as described below.

        15. IFRIC 9 REASSESSMENT OF EMBEDDED DERIVATIVES

          1. C14 Paragraph 5 of IFRIC 9 is footnoted as follows:

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