Difference between revisions of "Organization Costs - FAR 31.205-27"

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(Created page with "== 31.205-27 Organization Costs<ref>FAR 31.205-27</ref> == == Allowable or Unallowable? == '''Unallowable''', but allowable in some instances. See Summary Below. == Summary...")
 
 
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== 31.205-27 Organization Costs<ref>FAR 31.205-27</ref> ==
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{{Cost Allowability
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|Allowable or Unallowable=Unallowable, Allowable
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|Regulation Source=FAR, DFAR
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}}
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== 31.205-27 Organization Costs<ref>FAR 31.205-27 Organization Costs</ref> ==
  
== Allowable or Unallowable? ==
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'''Generally, unallowable''', but only after the Management decision is made to pursue a specific merger, acquisition or divestiturePrior to that, it is a routine management and decision making required to run a business, which is reasonable, and allowable.
'''Unallowable''', but allowable in some instancesSee Summary Below.
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== Summary ==
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However, under '''[[DFAR 231.205-70 External Restructuring Costs]] may be allowable'''.  Please read the rules related to this topic (See Related Pages section) before making a determination of allowability on these costs.
Except as provided in paragraph (b) of this subsection, '''expenditures in connection''' with
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*(1) planning or executing the organization or reorganization of the corporate structure of a business, including mergers and acquisitions,
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*(2) resisting or planning to resist the reorganization of the corporate structure of a business or a change in the controlling interest in the ownership of a business, and
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*(3) raising capital (net worth plus long-term liabilities),
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'''ARE UNALLOWABLE.'''
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==FAR Citation<ref>31.205-27</ref>==
Such expenditures include but are not limited to incorporation fees and costs of attorneys, accountants, brokers, promoters and organizers, management consultants and investment counselors, whether or not employees of the contractor.  
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'''Unallowable “reorganization” costs include''' the cost of any change in the contractor’s financial structure, excluding administrative costs of short-term borrowings for working capital, resulting in alterations in the rights and interests of security holders, whether or not additional capital is raised.
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'''(a)''' Except as provided in paragraph (b) of this subsection, expenditures in connection with
  
== Not Considered Organizational Costs ==
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:*(1) planning or executing the organization or reorganization of the corporate structure of a business, including mergers and acquisitions,  
(b) The cost of activities primarily intended to provide compensation will not be considered organizational costs subject to this subsection, but will be governed by 31.205-6. These activities include acquiring stock for—
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(1) Executive bonuses,  
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:*(2) resisting or planning to resist the reorganization of the corporate structure of a business or a change in the controlling interest in the ownership of a business, and
  
(2) Employee savings plans, and
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:*(3) raising capital (net worth plus long-term liabilities),  
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'''are unallowable'''.
  
(3) Employee stock ownership plans.
 
  
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Such expenditures include but are not limited to incorporation fees and costs of attorneys, accountants, brokers, promoters and organizers, management consultants and investment counselors, whether or not employees of the contractor. Unallowable “reorganization” costs include the cost of any change in the contractor’s financial structure, excluding administrative costs of short-term borrowings for working capital, resulting in alterations in the rights and interests of security holders, whether or not additional capital is raised.
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'''(b)''' The cost of activities primarily intended to provide compensation will not be considered organizational costs subject to this subsection, but will be governed by 31.205-6. These activities include acquiring stock for—
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:(1) Executive bonuses,
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:(2) Employee savings plans, and
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:(3) Employee stock ownership plans.
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== Summary ==
  
== Allowable Expenses ==
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==Related Topics==
31.205-28 Other business expenses. The following types of recurring costs are allowable:
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'''[[DFAR 231.205-70 External Restructuring Costs]]'''
  
(a) Registry and transfer charges resulting from changes in ownership of securities issued by the contractor.
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'''[[External Restructuring Activities]]'''
  
(b) Cost of shareholders’ meetings.
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==Definitions==
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'''[[Business Combination]]'''
  
(c) Normal proxy solicitations.
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'''[[External Restructuring Activities]]'''
  
(d) Preparing and publishing reports to shareholders.
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'''[[Restructuring Activities]]'''
  
(e) Preparing and submitting required reports and forms to taxing and other regulatory bodies.
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'''[[Restructuring Costs]]'''
  
(f) Incidental costs of directors’ and committee meetings.
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'''[[Restructuring Savings]]'''
  
(g) Other similar costs.
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==Related Guidance==
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DCAA Contract Audit Manual, 7-1900 Section 19 ---Restructuring Costs
  
 
==References and Notes==
 
==References and Notes==
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[[Category: FAR 31 - Cost Principles]]
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[[Category:Restructuring Costs]]

Latest revision as of 09:26, 3 November 2023

Allowable or Unallowable: Unallowable, Allowable

Source: FAR, DFAR

Contents

31.205-27 Organization Costs[1]

Generally, unallowable, but only after the Management decision is made to pursue a specific merger, acquisition or divestiture. Prior to that, it is a routine management and decision making required to run a business, which is reasonable, and allowable.

However, under DFAR 231.205-70 External Restructuring Costs may be allowable. Please read the rules related to this topic (See Related Pages section) before making a determination of allowability on these costs.

FAR Citation[2]

(a) Except as provided in paragraph (b) of this subsection, expenditures in connection with

  • (1) planning or executing the organization or reorganization of the corporate structure of a business, including mergers and acquisitions,
  • (2) resisting or planning to resist the reorganization of the corporate structure of a business or a change in the controlling interest in the ownership of a business, and
  • (3) raising capital (net worth plus long-term liabilities),

are unallowable.


Such expenditures include but are not limited to incorporation fees and costs of attorneys, accountants, brokers, promoters and organizers, management consultants and investment counselors, whether or not employees of the contractor. Unallowable “reorganization” costs include the cost of any change in the contractor’s financial structure, excluding administrative costs of short-term borrowings for working capital, resulting in alterations in the rights and interests of security holders, whether or not additional capital is raised.


(b) The cost of activities primarily intended to provide compensation will not be considered organizational costs subject to this subsection, but will be governed by 31.205-6. These activities include acquiring stock for—

(1) Executive bonuses,
(2) Employee savings plans, and
(3) Employee stock ownership plans.

Summary

Related Topics

DFAR 231.205-70 External Restructuring Costs

External Restructuring Activities

Definitions

Business Combination

External Restructuring Activities

Restructuring Activities

Restructuring Costs

Restructuring Savings

Related Guidance

DCAA Contract Audit Manual, 7-1900 Section 19 ---Restructuring Costs

References and Notes

  1. FAR 31.205-27 Organization Costs
  2. 31.205-27