Answers / Group Accounting

Can a parent consolidate an entity it owns less than 50% of? Explain de facto control under IFRS 10.

An advanced Group Accounting question — expect it in final rounds and case-heavy interviews (IB, PE, Big-4 Transaction Services).

THE SHORT ANSWER

Yes. IFRS 10 defines control by substance, not a 50% bright line: an investor controls an investee when it has power over the relevant activities, exposure to variable returns, and the ability to use its power to affect those returns. Power can exist below 50% — 'de facto control' — for example when the remaining shares are widely dispersed among many small, unorganized holders, so a large minority holder (say 40%) effectively directs the outcome of shareholder votes because the others rarely coordinate or attend. You assess it by considering the size of the holding relative to the dispersion and voting patterns of others, potential voting rights (options/convertibles), contractual arrangements, and any special relationships. Conversely, a holding can be >50% without control (e.g., another party has substantive rights). The consequence: under de facto control the entity is fully consolidated with NCI for the rest, even though the parent owns under half — a substance-over-legal-form judgement that's a frequent area of scrutiny.

WHAT INTERVIEWERS LISTEN FOR

  • IFRS 10 control = power + variable returns + ability to affect returns (no 50% line)
  • De facto control: large minority + dispersed, uncoordinated other holders
  • Assess relative holding size, others' voting patterns, potential rights, contracts
  • Full consolidation with NCI even below 50%

COMMON MISTAKES

  • Insisting consolidation requires >50%
  • Ignoring dispersion/voting patterns
  • Treating control as purely legal ownership

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