Objective
Sets out how an acquirer recognises and measures the assets acquired, liabilities assumed, any non-controlling interest and goodwill in a business combination.
Scope
- Transactions where an acquirer obtains control of one or more businesses.
- Excludes formation of a joint arrangement in its own financial statements, acquisitions of assets that are not a business, and combinations of entities under common control.
Key definitions
- Business
- An integrated set of activities and assets that includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. An optional 'concentration test' can show that an acquisition is of assets rather than a business.
- Acquisition date
- The date the acquirer obtains control.
- Goodwill
- An asset representing future economic benefits from assets that are not individually identified and separately recognised.
- Non-controlling interest (NCI)
- Equity in a subsidiary not attributable, directly or indirectly, to the parent.
Recognition & measurement
Acquisition method
- Identify the acquirer and the acquisition date.
- Recognise identifiable assets and liabilities at acquisition-date fair value, including intangibles the acquiree never recognised.
- Specific exceptions apply, e.g. deferred tax (IAS 12), employee benefits (IAS 19), share-based payments (IFRS 2) and assets held for sale (IFRS 5).
- A contingent liability of the acquiree is recognised if it is a present obligation and its fair value is reliable, even if an outflow is not probable.
- Do not recognise provisions for the acquirer's planned restructuring or future losses of the acquiree.
Consideration, NCI and goodwill
- Consideration is measured at fair value, including contingent consideration (at acquisition-date fair value).
- Acquisition-related costs (legal, due diligence) are expensed; costs of issuing debt or equity follow IFRS 9 / IAS 32.
- NCI may be measured at fair value (full goodwill) or at its proportionate share of identifiable net assets, chosen per acquisition.
- Goodwill = consideration + NCI + fair value of any previously held interest − fair value of identifiable net assets.
- A negative result (bargain purchase) is reassessed and, if confirmed, recognised as a gain in profit or loss.
- In a step acquisition, the previously held interest is remeasured to fair value with the gain or loss in profit or loss.
- Provisional amounts can be adjusted for new information about acquisition-date facts during a measurement period of up to one year.
- Later changes in contingent consideration (outside the measurement period): equity-classified is not remeasured; others are remeasured at fair value through profit or loss.
Key disclosures
- Name and description of the acquiree, acquisition date, percentage acquired and reasons for the combination.
- Fair value of consideration and its components, amounts recognised for each major class of assets and liabilities.
- Qualitative factors behind goodwill, and the NCI measurement basis.
- Revenue and profit of the acquiree since acquisition, and for the combined entity as if acquired at the start of the year.
Common exam traps
- Acquisition costs are expensed, not added to goodwill.
- Goodwill is not amortised; it is tested for impairment annually under IAS 36.
- Post-acquisition changes in contingent consideration due to events after acquisition do not adjust goodwill.
- Bargain purchase gains go to profit or loss immediately — after reassessment.
Worked example: Goodwill on acquisition
Scenario. P acquires 80% of S for $800,000 cash. The fair value of S's identifiable net assets is $900,000. The fair value of the 20% NCI is $190,000.
- Full goodwill (NCI at fair value): 800,000 + 190,000 − 900,000 = $90,000.
- Partial goodwill (NCI at share of net assets): NCI = 20% × 900,000 = 180,000; goodwill = 800,000 + 180,000 − 900,000 = $80,000.
Answer: Goodwill is $90,000 under the fair value method or $80,000 under the proportionate method.
Practise MCQs on this standard
Test your understanding of IFRS 3 with free chapter-wise MCQs and explanations in these question banks.
ICAI CA Intermediate examines Indian Accounting Standards, which are based on but can differ from IFRS. Check your syllabus.
