Rule · CVM · 9 Oct 2023
Publicly-held companies must expense acquisition costs as incurred, except for debt and equity issuance costs which follow CPC 08, 48, and 39. This mandatory Revision Document No. 22/2022 replaces item 53 in CPC 15 (R1). The resolution enters into force on November 1, 2023, simultaneously revoking CVM Resolution No. 137 of June 15, 2022.
COMMISSION OF SECURITIES AND MARKETS
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 188, OF OCTOBER 9, 2023 Approves the Revision Document of Technical Pronouncements No. 22, issued by the Accounting Pronouncements Committee.
The PRESIDENT OF THE COMMISSION OF SECURITIES AND MARKETS – CVM makes public that the Board, in a meeting held on October 4, 2023, based on §§ 3 and 5 of art. 177 of Law No. 6.404, of December 15, 1976, combined with items II and IV of § 1 of art. 22 of Law No. 6.385, of December 7, 1976, APPROVED the following Resolution:
Art. 1. It is made mandatory for publicly-held companies the Revision Document of Technical Pronouncements No. 22, issued by the Accounting Pronouncements Committee – CPC, as per Annex “A” to this Resolution.
Art. 2. CVM Resolution No. 137, of June 15, 2022, is revoked, on the date this Resolution enters into force.
Art. 3. This Resolution enters into force on November 1, 2023.
Electronically signed by
JOÃO PEDRO BARROSO DO NASCIMENTO
President
COMMISSION OF SECURITIES AND MARKETS
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 188, OF OCTOBER 9, 2023
ANNEX “A”
ACCOUNTING PRONOUNCEMENTS COMMITTEE
REVISION OF TECHNICAL PRONOUNCEMENTS – NO. 22/2022
This revision document presents changes in the Technical Pronouncements:
CPC 15 (R1), CPC 27, CPC 20 (R1) and CPC 41.
This document establishes changes in Technical Pronouncements resulting from the revocation of CPC 08 (R1) - Transaction Costs and Premiums on the Issuance of Securities.
The excluded passages are struck through.
1. Amends item 53 in CPC 15 (R1) – Business Combinations, which shall now read as follows:
53. Costs directly attributable to the acquisition are costs that the acquirer incurs to effectuate the business combination. These costs include fees for professionals and consultants, such as lawyers, accountants, experts, appraisers; general administrative costs, including costs resulting from the maintenance of an acquisitions department; and registration and issuance costs for debt and equity securities. The acquirer must account for costs directly attributable to the acquisition as an expense in the period in which they are incurred and the services are received, with only one exception. Costs resulting from the issuance of debt and equity securities must be recognized in accordance with CPC 08 – Transaction Costs and Premiums on the Issuance of Securities, CPC 48 – Financial Instruments, and CPC 39 – Financial Instruments: Presentation.
2. Amends item 23 in CPC 27 - Property, Plant and Equipment, which shall now read as follows:
COMMISSION OF SECURITIES AND MARKETS
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 188, OF OCTOBER 9, 2023
23. The cost of an item of property, plant and equipment is equivalent to the cash price at the date of recognition. If the payment period exceeds normal credit terms, the difference between the equivalent cash price and the total payments must be recognized as interest expense during the period (see Technical Pronouncement CPC 12 – Present Value Adjustment, especially its item 10, and CPC 08 – Transaction Costs and Premiums on the Issuance of Securities), unless it is eligible for capitalization in accordance with Technical Pronouncement CPC 20 – Borrowing Costs.
3. Amends letter (a) of item 6 in CPC 20 (R1) - Borrowing Costs, which shall now read as follows:
6. Borrowing costs may include:
(a) finance charges calculated based on the effective interest rate method, as described in CPC 08 – Transaction Costs and Premiums on the Issuance of Securities and CPC 48 – Financial Instruments;
4. Amends item 34 in CPC 41 - Earnings per Share, which shall now read as follows:
34. After potential ordinary shares have been converted into ordinary shares, the items identified in item 33(a) to (c) no longer apply. Instead, the new ordinary shares have the prerogative to participate in the profit or loss attributable to holders of the company's ordinary equity. Thus, the profit or loss attributable to holders of the company's ordinary equity, calculated in accordance with item 12, must be adjusted for the items identified in item 33(a) to (c) and any related taxes. Expenses related to potential ordinary shares include transaction costs and discounts accounted for in accordance with the effective interest rate method (see CPC 48 – Financial Instruments and CPC 08 – Transaction Costs and Premiums on the Issuance of Securities).
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“CVM Resolution No. 137, of June 15, 2022, is revoked”
“combined with items II and IV of § 1 of art. 22 of Law No. 6.385, of December 7, 1976”
“based on §§ 3 and 5 of art. 177 of Law No. 6.404, of December 15, 1976”
This document supersedes: CVM Resolution 137 (Revoked)
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