What Is a Variable Interest Entity - VIE?

A variable interest entity (VIE) refers to a legal business structure in which an investor has a controlling interest despite not having a majority of voting rights; or, it may refer to an accounting structure involving equity investors that do not have sufficient resources to support the ongoing operating needs of the business. In most cases, the VIE is used to protect the business from creditors or legal action.

A business which is the primary beneficiary of a VIE must disclose the holdings of that entity as part of its consolidated balance sheet.

[Important: VIEs are an example of an off-balance sheet item.]

How Variable Interest Entities Work

Variable interest entities (VIEs) are often established as special purpose vehicles (SPVs) to passively hold financial assets, or to actively conduct research and development. For example, a company may establish a VIE to finance a project without putting the whole enterprise at risk. However, just as other SPVs have been misused in the past, these structures are frequently used to keep securitized assets off corporate balance sheets.

Reforms in the wake of the global financial crisis were meant to do away with some of the asset-backed security industry’s pre-crisis practices. But thanks to lobbying efforts by the banks — who had warned of dire consequences should they have to bring subprime mortgage-backed securities back onto their books — the FASB relaxed the rules for VIEs, enabling banks to continue stashing loans in off-balance sheet entities.

Key Takeaways

  • A variable interest entity (VIE) refers to a legal business structure in which an investor has a controlling interest despite not having a majority of voting rights.
  • Variable interest entities are often established as special purpose vehicles (SPVs) to passively hold financial assets, or to actively conduct research and development.
  • Under Federal securities laws, public companies have to disclose their relationships to VIEs when they file their 10-K forms. 

Disclosure Requirements Regarding VIEs

Under Federal securities laws, public companies have to disclose their relationships to VIEs when they file their 10-K forms. FASB Interpretation Number 46, which is the Financial Accounting Standards Board’s interpretation of the Accounting Research Bulletin (ARB) 51, outlines the accounting rules that corporations must follow with respect to VIEs.

If a company is the primary beneficiary of such an entity — namely has a majority interest in the VIE — then the holdings of that entity must be disclosed on the company's consolidated balance sheet. But if a company is not the primary beneficiary, consolidation is not required.

However, companies are required to disclose information concerning VIEs in which they have a significant interest. This disclosure includes how the entity operates, how much and what kind of financial support it receives, contractual commitments, as well as the potential losses the VIE could incur.