한국채택국제회계기준상 연결실체의 판단기준에 대한 법리적 분석

Abstract

K-IFRS has come into effect since 2011. Internal auditors and outside auditors shall make reports on consolidated financial statements. Consolidated entities are to be selected first for that purpose. The author analyses ‘control’ and ‘de facto control’ which are the criterion in identifying consolidated entities from a legal view point. In addition, he deals with related issues including superior control, exemption of consolidation,affiliated company, joint venture and audit on subsidiary by an auditor of parent. Some practical points to be noted are presented as conclusion, (1) As control means decision making power in a legal context, it is deemed to have control if one has a voting power over 50%. However, it is not the case when the resolution requirement is tightened. (2) It is not counted as shares with voting power when voting power of nonvoting stocks is exceptionally revived, controlled company owns stocks of controlling company, and converting power is exercised during the shareholders’ list is closed. (3) Agreement on voting right, voting trust and assignment of voting power should be considered in counting voting rights. (4) The existence of voting right should be verified in case when a controlled company issues stock call option, convertible stock, convertible bond and redeemable share. (5) In order to prove the existence of control, several situation might be considered including distribution of shares and pattern of exercise of voting right. 30% of criteria under the Outside Audit Act should not be treated as an evidence in identifying the de facto control.