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BETTESWORTHConstruction
audit compliance

What Are Related-Party Transactions in Construction, and Why Do They Need Oversight?

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A related-party transaction is a transfer of resources, services or obligations between a construction business and a related person or entity, whether or not the parties charge a price. Common examples include an owner-controlled company leasing equipment, an affiliate supplying design or labour, an intercompany project loan, or a guarantee supporting a contract.

Oversight is necessary because connected parties may agree to terms that independent parties would reject. That can change project costs, reported profit, assets, liabilities and users’ understanding of the financial statements. IAS 24 requires disclosure of relevant relationships, transactions, balances and commitments; practical oversight also requires documented approvals, pricing support and independent review.

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What is a related-party transaction?

IAS 24 defines a related-party transaction as a transfer of resources, services or obligations between a reporting entity and a related party, regardless of whether a price is charged. The relationship may arise through ownership, control, significant influence, common control, joint ventures, associates, key management personnel, or specified close-family and controlled entities. The exact test depends on the reporting framework and the facts.

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IAS 24 is a financial-statement disclosure standard, not a construction procurement manual. Its objective is to ensure that financial statements draw attention to the possibility that related-party relationships and dealings affected financial position or profit or loss. The standard describes such relationships as “a normal feature of commerce and business,” while warning that connected parties may transact on terms unrelated parties would not accept.

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How the definition appears in construction

Construction groups often have several legal entities, project-specific companies, property owners, equipment companies and businesses controlled by founders or directors. A transaction involving any of them needs a related-party assessment before anyone assumes it is ordinary procurement.

Transaction category Construction example Questions oversight should answer
Assets and property An affiliate sells a vehicle fleet, land, materials or a building to the contractor. Who owns the asset, how was the price established, and are valuation or impairment issues created?
Services A connected company provides estimating, design, project management, labour, plant operation or subcontract work. What work was performed, who approved it, and can the quantity and rate be evidenced?
Leases A director-controlled entity leases offices, cranes, vehicles, scaffolding or a yard to the project company. Are the term, rent, maintenance obligations and renewal options documented and supportable?
Finance An owner-controlled company lends cash to a project entity or receives an equity contribution. What are the interest rate, repayment terms, security, maturity and outstanding balance?
Guarantees and collateral A parent or affiliate guarantees a performance bond, bank facility or supplier obligation. What obligation is covered, what fees or commitments exist, and could the guarantee expose the reporting entity?
Purchases and sales A group entity buys surplus materials from, or sells materials to, another group entity. Were quantities, delivery terms, rebates and credits recorded consistently with the contract?

These are applications of IAS 24 categories to construction, not a rule that every lease, subcontract or loan is automatically related-party. First identify the relationship; then assess the transaction and the applicable reporting requirements.

Who may be a related party?

Group and investee relationships

A parent, subsidiary, fellow subsidiary, associate or joint venture can be a related party. A project company may therefore be related to the contractor that manages it, another subsidiary using the same owner, or an investee over which the group has significant influence. Mapping legal ownership is not enough when control or influence exists without a simple majority shareholding.

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People and their connected entities

Key management personnel and specified close family members can create related-party relationships. A company owned or controlled by a director, chief executive or other key decision-maker may be related even if it has a different name and separate staff. The relationship assessment should follow the applicable standard’s definitions rather than relying on employees to recognise every connection informally.

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Project-specific relationships

Special-purpose entities, joint ventures and property-owning affiliates may be formed for one development. They can remain related parties for reporting purposes even when they have separate bank accounts, offices and contracts. Include project entities in the relationship map from formation through completion, disposal or wind-down.

Why construction transactions need stronger oversight

They can move profit and risk between entities

Management fees, equipment rents, subcontract rates, interest and asset prices determine which entity reports revenue, cost, profit, debt and cash flow. A high charge to a project company can reduce project profit while increasing an affiliate’s income; a below-market transfer can have the opposite effect. Guarantees can also leave obligations outside the entity that benefits from the project.

Independent pricing is often difficult

Construction work is bespoke. A crane may be configured for one site, a design service may include unusual risk, and a project loan may have no directly comparable public rate. Lack of a perfect market comparison does not remove the need for evidence. It means the file should explain the method, assumptions and limits of the comparison.

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Conflicts can affect operational decisions

The person selecting a subcontractor, approving a variation or accepting equipment may also benefit from the supplier. Even when the price is fair, undisclosed interests can undermine confidence in the decision and make later disputes harder to resolve.

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Auditors and regulators focus on completeness

PCAOB AS 2410 requires auditors to evaluate a company’s identification, accounting and disclosure of related-party relationships and transactions. If management says terms were equivalent to arm’s-length terms, the auditor evaluates evidence supporting or contradicting that assertion. The SEC staff has stated that participation by a related party removes the presumption that a transaction in the financial statements was consummated at arm’s length, because the terms may produce a measurement that is not the most faithful one.

A practical oversight process

IAS 24 and audit standards do not prescribe one universal approval workflow for every construction company. The following control sequence translates their disclosure and evidence objectives into an operational process.

  1. Build and maintain a relationship register. Record parents, subsidiaries, fellow subsidiaries, associates, joint ventures, key management, relevant close-family interests and entities they control. Update it when ownership, directors or project structures change.
  2. Collect conflict declarations before decisions. Require directors, executives, project managers, procurement staff and evaluators to disclose interests before a transaction is approved, renewed or materially changed. A declaration should identify the connected party and the person’s role.
  3. Screen proposed transactions. Ask whether the counterparty is on the register, whether the transaction involves resources, services or obligations, and whether a balance, commitment, guarantee or collateral arrangement will remain at reporting date.
  4. Define the business purpose and terms. Document what is being supplied, the scope, quantity, duration, payment terms, delivery or performance obligations, termination rights, security, guarantees and expected accounting treatment.
  5. Obtain pricing and performance evidence. Retain comparable bids, independent estimates, published rates, quantity surveys, valuation reports, time sheets, delivery records or a written explanation of why no direct market comparison exists.
  6. Use an independent approval route. A conflicted manager should not be the sole approver. Route material, unusual or high-risk transactions to a director, committee or finance reviewer who is not involved in the deal, and record the rationale and decision.
  7. Reconcile and disclose. Reconcile invoices, payments, balances, commitments and guarantees to the general ledger and project records. Finance should assess the applicable framework and prepare complete disclosures; auditors should receive the relationship register and supporting evidence.

What evidence supports an arm’s-length claim?

“Arm’s length” is not a label that makes a related-party deal independent. It is a conclusion that requires support. Useful evidence depends on the transaction:

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  • For equipment or property leases, compare rent, term, condition, utilisation, insurance, maintenance and location with independent market data.
  • For labour, design or management services, compare qualifications, hours, deliverables, overhead assumptions and rates with bids or prior independent engagements.
  • For materials and plant, match quantities, specifications, delivery dates, freight, warranties, discounts and credits against external quotations.
  • For loans, analyse interest, maturity, repayment, security, subordination, covenant terms and the borrower’s credit risk.
  • For guarantees, document the covered exposure, duration, fee, probability of call and whether an independent guarantor would accept the same risk.

When no comparable transaction exists, explain the alternative method and its limitations. An unsupported statement that terms are “market” is not equivalent to evidence. If sufficient evidence cannot be obtained, the accounting and disclosure should reflect that uncertainty rather than overstate comparability.

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How construction companies should document and disclose transactions

A transaction file should allow a reviewer who was not involved in the deal to understand both the relationship and the numbers. At minimum, retain:

  • the counterparty’s legal name and relationship to the reporting entity;
  • the people who disclosed interests, negotiated terms and approved the transaction;
  • the transaction type, business purpose, dates, amounts and accounting entries;
  • key terms, including pricing, payment, security, guarantees, renewal and termination provisions;
  • support for quantity, completion, delivery and price;
  • outstanding balances, commitments, guarantees and collateral at the reporting date;
  • the approval record, conflict mitigation and any independent review; and
  • the accounting conclusion and disclosure decision under the applicable framework.

IAS 24 requires attention to related-party relationships, transactions, outstanding balances and commitments. Disclosures commonly need the nature of the relationship, the type of transaction and information necessary to understand its effect on the financial statements. The exact line items, exemptions and aggregation rules depend on the reporting framework and entity type, so finance should apply the current standard rather than copy a prior-year note.

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Keep accounting, audit and procurement rules separate

Source or setting What it addresses What it does not establish
IAS 24 Identifying related parties, transactions, balances and commitments, and deciding what financial-statement disclosures are required. It is not a universal construction procurement approval code.
PCAOB AS 2410 Auditor responsibilities for evaluating identification, accounting and disclosure, including management’s arm’s-length assertions. It does not set every contractor’s internal purchasing procedure.
SEC staff guidance Explains why related-party participation removes a presumption of arm’s-length treatment and why disclosure may be needed. It is not a blanket prohibition on related-party transactions.
FAR Subpart 3.11 Specific safeguards for personal conflicts involving contractor employees performing specified acquisition functions closely associated with inherently governmental functions. It does not cover every construction subcontract or private-company transaction.
DOE management-and-operating contractor provision In its specified federal-contract setting, affiliate purchases may be made like purchases from other sources when documentation supports propriety and price. It is not universal permission or a general rule for construction companies.

Jurisdiction, entity type, contract clauses and reporting framework can change the result. A private contractor preparing IFRS statements, a U.S. public company and a federal contractor may face different duties for the same commercial arrangement.

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Worked construction scenarios

Affiliate-owned equipment yard

An owner’s separate company leases cranes and storage space to the contractor. The contractor should identify the ownership link, obtain utilisation and condition details, compare the rent with suitable market evidence, and disclose the relationship and lease balances when required. If the same owner approves the lease for both entities, an independent reviewer should document the conflict mitigation.

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Intercompany project loan

A parent advances cash when a project company has a funding gap. The file should state whether the advance is debt or equity, repayment and interest terms, security, maturity and what happens if the project fails. Finance should reconcile the balance and assess any required disclosure, impairment or financing presentation.

Connected design consultant

A director’s family-controlled firm wins design work. The relationship should be declared before selection, the scope and deliverables should be recorded, and the evaluation should include independent reviewers. Time sheets, deliverables and change orders provide evidence that the recorded cost relates to services actually received.

Common failures and corrective actions

  • Only checking the vendor name. Corrective action: maintain a relationship register covering ownership, control, management and relevant family interests.
  • Assuming no invoice means no transaction. Corrective action: assess transfers of services, obligations, guarantees and other benefits even when no price is charged.
  • Calling every connected deal arm’s length. Corrective action: reserve the description for conclusions supported by comparable evidence or a documented valuation method.
  • Approving after work starts. Corrective action: require declaration and approval before award, renewal, variation or payment; record retrospective exceptions separately.
  • Ignoring commitments and guarantees. Corrective action: reconcile open purchase commitments, lease obligations, guarantees, collateral and undrawn facilities at reporting date.
  • Using one rule for every jurisdiction. Corrective action: identify the reporting framework, audit regime and contract clauses that apply to the entity and project.
  • Relying on a generic disclosure. Corrective action: connect the note to the actual relationship, transaction type, amounts, balances and commitments, subject to the applicable standard’s aggregation and exemption rules.

Governance checklist for a construction business

  • Is the ownership and control map current for every project and group entity?
  • Have key decision-makers declared relevant interests before procurement or renewal?
  • Does each related-party file state the business purpose, terms, amount and accounting treatment?
  • Is there independent evidence for price, quantity, performance and completion?
  • Was approval given by someone without a conflicting interest?
  • Are balances, commitments, guarantees and collateral reconciled at period end?
  • Can finance explain the disclosure decision under the applicable reporting framework?
  • Can the auditor trace management’s arm’s-length assertion to evidence?
  • Do public-contract safeguards apply, and if so, are their narrower conditions satisfied?

Related-party dealings are not automatically improper. The control objective is transparency: identify the connection, prevent conflicted decisions from going unchecked, support the commercial terms, and report the effect faithfully. That discipline protects project margins, financial statements, owners, lenders, public clients and subcontractors without treating every affiliate transaction as forbidden.

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