Business Combinations Under ASC 805: Consolidation Basics
By SimplyCPA · 11 October 2026
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- Acquisition method: Identify the acquirer, set the acquisition date, recognise and measure identifiable assets, liabilities and any non-controlling interest, then recognise goodwill or a bargain purchase gain.
- Fair value: Identifiable assets and liabilities are generally measured at acquisition-date fair value.
- Acquisition costs: Legal, advisory and valuation fees are expensed as incurred — they are not part of goodwill.
- Contingent consideration: Recognised at fair value on day one. Liability-classified amounts are remeasured through earnings; equity-classified amounts are not.
- Consolidation: Eliminate the parent's investment against the subsidiary's equity, step up net assets to fair value, recognise goodwill and NCI, and remove intercompany balances.
Is it a business?
ASC 805 applies only if the acquired set is a business. A screen applies first: if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar assets, the set is not a business and is accounted for as an asset acquisition (no goodwill; transaction costs capitalised).
The acquisition method in four steps
- Identify the acquirer — the entity that obtains control.
- Determine the acquisition date — the date control is obtained, usually the closing date.
- Recognise and measure the identifiable assets acquired, liabilities assumed and any non-controlling interest (NCI), generally at fair value. This includes intangibles the acquiree never recorded, such as customer relationships and trade names.
- Recognise goodwill or a bargain purchase gain.
Special rules
| Item | Treatment |
|---|---|
| Acquisition-related costs (legal, due diligence, valuation fees) | Expensed as incurred |
| Costs to issue debt or equity for the deal | Debt: reduce the carrying amount of the debt. Equity: reduce additional paid-in capital. |
| Contingent consideration (earn-outs) | Fair value at acquisition date, included in consideration. Liability-classified: remeasured each period through earnings. Equity-classified: not remeasured. |
| Measurement period | Up to one year to finalise provisional amounts, with adjustments recognised in the period they're determined |
| Previously held equity interest (step acquisition) | Remeasured to fair value at the acquisition date; gain or loss in earnings |
| Contracts with customers acquired | Measured under ASC 606 as if the acquirer had originated them (ASU 2021-08) |
Worked example: consolidation on the acquisition date
Parent acquires 80% of Sub for $800,000 cash. NCI fair value is $200,000. Sub's balance sheet shows net assets (book value) of $850,000: common stock $300,000 and retained earnings $550,000. Sub's land is undervalued by $50,000, so identifiable net assets at fair value are $900,000.
- Goodwill = $800,000 + $200,000 − $900,000 = $100,000
Elimination entry: Dr Common stock (Sub) $300,000; Dr Retained earnings (Sub) $550,000; Dr Land $50,000; Dr Goodwill $100,000; Cr Investment in Sub $800,000; Cr Non-controlling interest $200,000.
After this entry, the consolidated balance sheet shows 100% of Sub's assets and liabilities (with land at fair value), goodwill of $100,000, and NCI of $200,000 presented within equity, separately from the parent's equity.
After the acquisition date
- Fair value step-ups are depreciated or amortised in consolidation (the land step-up here isn't, because land isn't depreciated).
- Consolidated net income is attributed between the parent and the NCI.
- All intercompany sales, receivables, payables, dividends and unrealised profits are eliminated — see our advanced consolidation guide.
- Changes in the parent's ownership that don't lose control are equity transactions — no gain or loss.
Exam trap: The subsidiary's pre-acquisition retained earnings never appear in consolidated retained earnings. Consolidated retained earnings on the acquisition date equal the parent's retained earnings.
Business combinations are tested in both FAR and the BAR Discipline. Study the full topic in FAR business combinations and consolidations.