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When a company issues treasury stock, it doesn't receive dividends. This is because treasury stock is essentially the company's own shares that it has repurchased from investors.
Treasury stock is not eligible to receive dividends because it is not considered outstanding shares. As per the accounting rules, treasury stock is not included in the calculation of dividends per share.
The company can choose to retire treasury stock, which means it is permanently removed from the company's records.
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What is Treasury Stock
Treasury stock refers to shares that were originally part of a company's shares outstanding but have been repurchased by the company.
These shares are essentially taken out of circulation, which means they're no longer available for public trading.
A company has the authority to issue a certain number of shares, known as shares outstanding, and treasury stock is a subset of those shares.
The shares that are restricted, meaning they can't be traded until certain conditions are met, are also part of shares outstanding, but treasury stock is specifically shares that have been repurchased by the company.
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Dividend Treatment
Treasury stock and dividend treatment can be a bit complex, but it's essential to understand how it works. A distribution made by a corporation to its shareholders in its stock or rights to acquire its stock is not included in gross income, except as provided in section 305(b) and the regulations promulgated under the authority of section 305(c).
The amount of the distribution is determined by the fair market value of the stock or rights on the date of distribution. This is in accordance with section 301(b) and § 1.301-1. For example, if a corporation declares a dividend where shareholders can elect to receive either money or stock of equivalent value, the amount of the distribution of the stock received will be considered to equal the amount of the money that could have been received instead.
Here are some key points to remember about dividend treatment:
- The amount of the distribution is the fair market value of the stock or rights on the date of distribution.
- The distribution is not included in gross income unless specified in section 305(b) or the regulations under section 305(c).
- For regulated investment companies, the amount of the distribution of stock received by a shareholder electing to receive stock is considered to equal the amount of the money that could have been received instead.
Stock Buybacks
Stock buybacks are a way for companies to reduce the number of outstanding shares, which can benefit the remaining shareholders by increasing their relative ownership.
Companies can repurchase shares through three methods, but one key thing to note is that treasury stocks are shares that were originally part of the company's outstanding shares but have since been repurchased by the company.
By reducing the number of outstanding shares, companies can make the remaining shares more valuable, which can benefit investors.
Stock Dividends
Stock dividends are a type of distribution made by a corporation to its shareholders in its stock or rights to acquire its stock. This type of distribution is not included in gross income, except as provided in section 305(b) and the regulations promulgated under the authority of section 305(c).
The amount of a distribution of stock or rights to acquire stock is determined by the fair market value of such stock or rights on the date of distribution. This is in accordance with section 301(b) and § 1.301-1. For example, if a corporation declares a dividend of stock, the amount of the distribution will be the fair market value of the stock on the date of distribution.
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If a corporation regularly distributes its earnings and profits, such as a regulated investment company, the amount of the distribution of the stock received by any shareholder electing to receive stock will be considered to equal the amount of the money which could have been received instead. This is illustrated in Example (2) of § 1.305-2(b).
A transfer of stock or an increase or decrease in the conversion ratio or redemption price of stock is not considered a distribution with respect to its stock if it represents an adjustment of the price to be paid by the distributing corporation in acquiring property. For instance, if a corporation acquires all the stock of another corporation solely in exchange for its convertible preferred class B stock, an adjustment in the conversion ratio in a later year is not covered by section 305.
Stock includes rights or warrants to acquire such stock, and a shareholder includes a holder of rights or warrants or a holder of convertible securities.
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Regulations
A distribution made by a corporation to its shareholders in its stock or rights to acquire its stock is not included in gross income except as provided in section 305(b) and the regulations promulgated under the authority of section 305(c).
The regulations specifically state that a distribution made by a corporation to its shareholders in its stock or rights to acquire its stock which would not otherwise be included in gross income by reason of section 305 shall not be so included merely because such distribution was made out of Treasury stock.
This means that Treasury stock can be distributed without being included in gross income, but only if it meets the conditions outlined in section 305 and the regulations.
Expand your knowledge: The Acquisition of Treasury Stock by a Corporation
Where Treasury Stocks Come From
Every company has a certain number of shares it's authorized to issue, known as "shares outstanding." This is the total number of shares that exist for a company.
Most shares are publicly traded, but some are restricted, meaning they can't be traded unless certain conditions are met. This is called the "float."
Shares that were originally part of the company's outstanding shares but were repurchased by the company become treasury stocks.
26 CFR § 1.305
If a corporation distributes its stock or rights to acquire its stock to its shareholders, the distribution is not included in gross income unless specified in section 305(b) or regulations under section 305(c).
This means that if a corporation distributes its stock or rights to acquire its stock, the shareholders won't have to pay taxes on it unless certain conditions are met. The distribution can be made from Treasury stock or rights to acquire Treasury stock without being included in gross income.
The amount of the distribution is determined by the fair market value of the stock or rights on the date of distribution, according to section 301(b) and § 1.301-1. This means that if a corporation distributes stock or rights to acquire stock, the shareholders will be taxed on the fair market value of the stock or rights at the time of distribution.
For corporations that regularly distribute their earnings and profits, such as regulated investment companies, the amount of the distribution of stock received by a shareholder electing to receive stock is considered to be equivalent to the amount of money that could have been received instead. This is a key consideration for shareholders who are deciding whether to take cash or stock.
Some transactions, such as changes in conversion ratios or periodic redemptions, may be treated as distributions under section 305(c). In these cases, the rules for determining the amount of the distribution are found in Examples (6), (8), (9), and (15) of § 1.305-3(e).
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Frequently Asked Questions
What is the point of treasury shares?
Treasury shares are held by a company for future use, such as employee share schemes, to potentially boost earnings per share and avoid costly new share allotments. This strategy can help companies manage their share capital more efficiently.
What is the difference between treasury stock and stock dividends?
Treasury stock differs from stock dividends in that it represents repurchased shares that don't grant voting rights, dividends, or affect earnings-per-share calculations, whereas stock dividends are additional shares issued to existing shareholders without affecting their ownership or voting rights
Sources
- https://delcode.delaware.gov/title8/c001/sc05/index.html
- https://www.wallstreetprep.com/knowledge/treasury-stock-method/
- https://corporatefinanceinstitute.com/resources/accounting/treasury-stock/
- https://www.ecfr.gov/current/title-26/chapter-I/subchapter-A/part-1/subject-group-ECFR6fb74c9e334e60c/section-1.305-1
- https://www.law.cornell.edu/cfr/text/26/1.305-1
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