[SunnyBates]

Can I know why the following transaction does not habe commercial substance？
Y ltd and 3 other parties each contributes a piece of land (of equal fair value) to A Ltd (associate) and each is allocated 25% of equity interest in A Ltd.

[smoothy]

Sounds like homework to me. What do you think the answer is and why. (site rules require you to do this)

[SunnyBates]

It's not a homework question. It is an example from a financial statements consolidation textbook, which I am trying to understand, of unrealised gain/loss from contributing non-monetary assets in exchange for equity interest in an associate. There was a previous example provided to show commercial substance.

In this example where there is commercial substance, X contributes a piece of land to A in exchange for 25% equity interest in A (deemed to have fair value of $560million). The land was carried @ X's financial statement at $100million, and the fair value of A Ltd's 25% equity is $140million (25% x 560 million). So in this case, there is commercial substance and the journal entry should be:
Dr Investment in associate 140m
Cr Land 100m
Cr Gain on disposal on land 40m (i.e Gain is recognised)

In the example in my orignal post, the journal entry is
Dr Investment in associate 100m
Cr Gain on disposal of land 100m
where there is no recognition of gain because there is no commercial substance.

What I do not understand is why is it in that case there is no commercial substance. As in what is so different from the 1st example that there is no commercial substance in this case but there is commercial substance in the example I provided in this post.I was wondering if it was because of the fact that there were 3 other parties who contributed land as well and each of them were allotted 25% of equity interest as well.

[paraclete]

When capital is contributed it is according to agreement between the parties, obviously there would be more capital than just the land and this interest must be also recognised however from your narrative there appear to be four contributors.

Value is in the eye of the beholder and is only proven on disposal and again what was the agreed value of the investment. You are correct that there is a paper profit but since no cash has changed hands X may not want to book the profit but rather continue to show the investment at its former value

The second entry you have shown is incorrect because there should be a transfer of value between land and investment

Where there are associated persons the transactions are not at arm's length and therefore transactions between them may lack commercial substance. In this case the value of the land may have been inflated but there is no substance to the idea that a realisable profit has been made until capital can be withdrawn