Equity Issuance Fees

Costs acrrued when introducing securities into the market

What are Equity Issuance Fees?

“Equity issuance fees” is the accounting term used to reference the costs a company incurs when they introduce securities into the market. A company commonly introduces shares of capital stock when it’s looking to grow its business, expand its operating footprint, and establish a broader base of shareholders.

The Fees (Costs) Accrued During Issuance

There are a variety of fees – or costs – that a company incurs when issuing new securities into the market on behalf of their company. Among the costs are:

1. Clerical fees

Clerical fees refer to costs incurred for preparing the forms that must be filled out and filed when new securities are introduced. There are also forms for registering said securities, which require specific information about the company. Typically, these are costs incurred by third-party accountants or other professionals with professional knowledge.

2. Filings with the Securities and Exchange Commission

Separate from the clerical filing fees, new securities must be registered with the Securities and Exchange Commission (SEC) on behalf of the company. The fees associated with the SEC filings are a part of equity issuance fees.

3. Underwriting fees

Individuals – or more often, companies such as an investment bank – who act as middlemen, getting new securities to the appropriate investors, charge a commission (a fee) for both finding appropriate investors and for finalizing the sale of the securities to the investors.

4. Marketing costs

There are costs associated with the marketing of new securities which involve advertising and promoting the securities being introduced into the market. Promotional activities are a key component for securities because a successful marketing campaign is what helps underwriters find the right investors for the securities and enable the securities to be sold successfully at the highest possible price.

Accounting for Issuance Fees

There two basic ways that issuance fees can be accounted for, namely:

1. As a reduction to paid-in capital

Equity issuance fees may be listed as a reduction of paid-in capital. The reduction is taken from paid-in capital (the amount paid by investors during common or preferred stock issuance) that exceeds the par value of the security. This accounting approach is used by those who believe that issuance fees shouldn’t be considered part of the company’s regular operations, but instead, are part of its financing activities.

2. As part of organizational costs

The second way that equity issuance fees can be accounted for is as part of a company’s organizational costs. With this method of accounting, issuance fees are viewed as intangible assets. This means that the fees (costs) may be expensed over the course of time. However, they must be entirely written off within a 40-year limit. The theory behind this accounting method is that the fees created an ongoing benefit for the issuer.

Summary

Whenever a company issues new securities into the market, there are fees associated with the efforts made to successfully introduce the securities into the marketplace. Everything, from auditing fees to advertising costs is part of the issuance fees that a company must account for when putting out new securities.

Additional Resources

CFI offers the Capital Markets & Securities Analyst (CMSA)® certification program for those looking to take their careers to the next level. To keep learning and advancing your career, the following CFI resources will be helpful:

• Debt Issuance Fees
• Retainer Fee
• Service Charge
• Types of SEC Filings
• See all accounting resources
• See all capital markets resources