Identify a Contract with a Customer (IFRS 15)

A contract must satisfy the following criteria in order to be accounted for under IFRS 15 (IFRS 15.9):

  1. the parties to the contract have approved the contract and are committed to perform their obligations;
  2. the entity can identify each party’s rights regarding the goods or services to be transferred;
  3. the entity can identify the payment terms for the goods or services to be transferred (not to be confused with unpriced contract modifications);
  4. the contract has commercial substance (i.e. the risk, timing or amount of the entity’s future cash flows is expected to change as a result of the contract); and
  5. it is probable that the entity will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer.

Reassessment of the above criteria is not required unless there is an indication of a significant change in facts and circumstances (e.g. significant deterioration of customer’s financial standing). Any reassessment is accounted for prospectively and relates only to remaining goods or services, i.e. revenue already recognised is not reversed (IFRS 15.13, BC34). See also Example 4 accompanying IFRS 15.

A customer is defined as a party that has contracted with an entity to obtain goods or services that are an output of the entity’s ordinary activities in exchange for consideration (IFRS 15.6). Ordinary activities are not defined anywhere in IFRS.

In general, this definition aims to separate contracts with customers (in the scope of IFRS 15) from various collaborations or partnerships (outside the scope of IFRS 15). IFRS 15 does not include any application guidance on this distinction as IASB believed it would not be feasible to develop application guidance that would apply uniformly to various industries (IFRS 15.BC54). In most cases, there won’t be any difficulties in deciding whether a party to a contract is a customer or not. But for some contracts, entities need to carefully consider all relevant facts and circumstances. Paragraph IFRS 15.BC54 provides examples of arrangements in which an entity would need to make such an assessment:

  1. collaborative research and development efforts between biotechnology and pharmaceutical entities or similar arrangements in the aerospace and defence, technology and healthcare industries or in higher education;
  2. arrangements in the oil and gas industry in which partners in an offshore oil and gas field may make payments to each other to settle any differences between their proportionate entitlements to production volumes from the field during a reporting period; and
  3. arrangements in the not-for-profit industry in which an entity receives grants and sponsorship for research activity and the grantor or sponsor may specify how any output from the research activity will be used.

The way a contract is approved depends on local law and industry practices. A contract may be approved in writing, orally or by an entity’s customary business practices (e.g. by e-mail if allowed by local law). It is crucial that such an approval creates enforceable rights and obligations in a given jurisdiction (IFRS 15.10).

Paragraph IFRS 15.BC36 contains some interesting discussion on a contract where parties are not committed to perform all of their obligations but are ‘substantially committed to the contract’. Such a contract still falls within the scope of IFRS 15.

Paragraph IFRS 15.11 states that IFRS 15 should be applied to the duration of the contract (i.e. the contractual period) in which the parties to the contract have present enforceable rights and obligations. If there are early termination provisions without penalty (or with only nominal penalty) entities must carefully assess which rights and obligations are enforceable. It is possible that a long-term contract will be treated as a monthly contract if substantive early termination options exist.

A contract does not exist from IFRS 15 perspective if each party to the contract has the unilateral enforceable right to terminate a wholly unperformed contract without compensating the other party (IFRS 15.12).

If only one party has a right to terminate a wholly unperformed contract, such a contract is within the scope of IFRS 15. The implication is that such a wholly unperformed contract will be in the scope of disclosure requirements of IFRS 15.

The requirement relating to commercial substance of a contract (i.e. the risk, timing or amount of the entity’s future cash flows is expected to change as a result of the contract) is aimed at preventing entities from artificially inflating their revenue by transferring goods or services back and forth to each other (IFRS 15.BC40).

Unfortunately, IFRS 15 does not cover barter transactions in great detail. Therefore, an entity has to assess such a transaction against the general criterion, i.e. whether the risk, timing or amount of the entity’s future cash flows is expected to change.

For a contract to fall into the scope of IFRS 15, it must be probable that the entity will collect the consideration to which it will be entitled. Paragraph IFRS 15.BC45 specifies that both the customer’s ability (i.e. financial capacity) and intent to pay should be taken into account in this assessment. Note that the reference is made to consideration for goods or services that will actually be transferred to the customer, i.e. this assessment does not relate to all goods or services promised in the contract. Therefore, if the customer would not pay and consequently the entity would not transfer any further goods or services, the likelihood of payment for those goods or services that would not be transferred is not taken into account when assessing collectability of consideration (IFRS 15.BC46).

Paragraph IFRS 15.BC46E  states that it was not the IASB’s intention that many contracts should fail the collectability of consideration condition. This condition only aims at assuring that revenue will be recognised from valid contracts that represent genuine transactions (IFRS 15.BC43).

See also Examples 1, 2 and 3 accompanying IFRS 15.

Paragraph IFRS 15.17 provides criteria which necessitate combination of two or more contracts into one for accounting purposes. Such a combination should be made if the contracts are entered into at or near the same time with the same customer (or related parties of the customer) and at least one of the following criteria are met:

  1. the contracts are negotiated as a package with a single commercial objective;
  2. the amount of consideration to be paid in one contract depends on the price or performance of the other contract; or
  3. the goods or services promised in the contracts (or some goods or services promised in each of the contracts) are a single performance obligation.

In general, IFRS 15 focuses on rights and obligations. The fact that, due to legal or similar reasons, the parties use several contracts for the sale of related goods/services, or a single contract for unrelated goods/services, should not impact the accounting treatment under IFRS 15.

When entity receives consideration from a customer with a contract that does not meet the IFRS 15 criteria, revenue is recognised only when the contract is either:

  • complete or
  • cancelled.

Specifically, revenue is recognised when one of the following conditions is met (IFRS 15.15):

  1. the entity has no remaining obligations to transfer goods or services to the customer and all, or substantially all, of the consideration promised by the customer has been received by the entity and is non-refundable; or
  2. the contract has been terminated and the consideration received from the customer is non-refundable.

If the above conditions for revenue recognition are not met, consideration received is recognised as a liability representing the entity’s obligation to either transfer goods or services in the future or refund the consideration received. See also Example 1 accompanying IFRS 15.

Paragraphs IFRS 15.BC46F-BC46H include some deliberations by IASB on contract termination. The conclusion is that the fact that an entity continues pursuing collection of consideration due from the customer does not preclude the entity to consider the contract to be terminated. Moreover, IASB notes that it is often the case that a contract often gives the entity right to terminate the contract in the event of non-payment by the customer and such a termination does not affect the entity’s rights to recover any amounts owed by the customer. In practice, this may be applied to situations when entity stops providing goods or services to the customer and recognises consideration received for satisfied performance obligations as revenue.

See other pages relating to IFRS 15:

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