Software as an Intangible Asset: Capitalisation Rules and Valuation

Software: The Most Common Capitalised Intangible

Software is the intangible asset that companies most frequently encounter in their accounting. Whether it is internally developed, purchased off the shelf, or acquired as part of a business combination, software presents unique questions about when to capitalise, how to value, and how to amortise.

For technology companies, software is typically the core asset. For non-technology companies, internally developed software — ERP systems, customer portals, data platforms — often represents a significant capital investment that accounting standards require careful treatment of.

$870B+ global enterprise software spend (2025)
3-7 yrs typical software useful life
2 main standards: IAS 38 and ASC 350-40
★ Key Takeaway

Software capitalisation is not optional — both IFRS and US GAAP require capitalisation when specific criteria are met. Under-capitalising (expensing everything) understates assets and overstates current-period expenses. Over-capitalising (capitalising speculative development) inflates assets and understates expenses. Neither is compliant.


Capitalisation Under IAS 38

Under IAS 38, internally developed software follows the standard's research-and-development framework. All costs in the research phase are expensed. Costs in the development phase are capitalised if the six criteria are met.

The development phase criteria applied to software

IAS 38 Criterion Software Development Application
Technical feasibility Architecture design is complete; core technology is proven
Intention to complete Project has management approval and dedicated resources
Ability to use or sell Platform will be deployed commercially or used internally
Future economic benefits Revenue model is defined or internal efficiency gains are quantifiable
Adequate resources Budget is allocated; development team is staffed
Reliable cost measurement Project tracking system captures costs by phase

When capitalisation begins and ends

The capitalisation start point is when all six criteria are simultaneously met — typically at the point where the software moves from prototyping/proof-of-concept into structured development with an approved design specification.

The capitalisation end point is when the software is "available for use" — capable of operating in the manner intended by management. Post-launch enhancement costs are capitalised only if they meet the criteria independently (i.e., they represent a significant new feature, not routine maintenance).

✔ Example

A fintech company builds a new lending platform. The project has three phases: (1) research and feasibility — 4 months, £200K, all expensed; (2) development — 8 months, £600K, capitalised as an intangible asset; (3) post-launch optimisation — ongoing, £150K/year, expensed unless qualifying enhancements. The capitalised asset of £600K is amortised over its estimated 5-year useful life.


Capitalisation Under ASC 350-40 (US GAAP)

For companies reporting under US GAAP, ASC 350-40 governs the capitalisation of internal-use software. The framework is similar to IAS 38 but uses different terminology and has some practical differences.

IAS 38 Framework

  • Research phase: expense
  • Development phase: capitalise if 6 criteria met
  • Applied judgement on start point
  • Revaluation permitted (rarely used)

ASC 350-40 Framework

  • Preliminary project stage: expense
  • Application development stage: capitalise
  • Post-implementation stage: expense (unless upgrade)
  • No revaluation permitted

ASC 350-40 stages

Stage Treatment Includes
Preliminary project Expense Feasibility studies, vendor evaluation, needs assessment
Application development Capitalise Design, coding, testing, installation, data conversion
Post-implementation Expense Training, maintenance, minor upgrades

Cloud computing arrangements (ASC 350-40 update)

The 2020 ASU 2018-15 update clarified that implementation costs for cloud computing arrangements (SaaS) should be capitalised using the same criteria as internal-use software — even though the company does not own the underlying software. This is a significant development for companies with major SaaS dependencies.


Valuation Methods for Software

When software needs to be valued — in an acquisition, for financing, or for strategic assessment — the primary methods are:

1. Cost Approach (Replacement Cost)

The cost approach estimates the cost to reproduce or replace the software from scratch. It is the most commonly used method for software valuation because inputs are well-defined.

Inputs:

  • Number of developers required
  • Loaded cost per developer (salary + benefits + overhead)
  • Development timeline (months)
  • Testing and QA effort (typically 30-40% of development)
  • Project management overhead (15-25% of development)
  • Obsolescence adjustment (economic and functional)
ℹ Note

The cost approach captures what the software cost to create, not what it is worth economically. A platform that took £2M to develop but generates £10M in annual revenue is worth considerably more than £2M. The cost approach is the floor, not the ceiling. For income-generating software, always cross-check with an income approach.

2. Relief-from-Royalty

The RFR method values software based on the licence fees the owner avoids. Software licence royalty rates typically range from 15-30% for enterprise platforms and 5-15% for embedded technology components.

3. Income Approach

The income approach values software based on the present value of the cash flows it generates. For SaaS platforms, this is the most appropriate primary method because the revenue attribution is direct and observable.


Amortisation of Software Assets

Capitalised software is amortised over its estimated useful life, which should reflect the period over which the software is expected to generate economic benefit.

Useful life considerations

Factor Shorter Life Longer Life
Technology evolution pace Fast-moving (AI, mobile) Stable (ERP, accounting)
Competitive pressure High — risk of disruption Low — established market
Maintenance investment Low — approaching end-of-life High — actively maintained
Architecture quality Monolithic, hard to extend Modular, API-driven
Customer dependency Low switching costs High switching costs, deep integration
⚠ Warning

Regulators and auditors are increasingly sceptical of software useful lives exceeding 7 years. While some enterprise platforms genuinely have 10-15 year useful lives, many technology assets become economically obsolete within 3-5 years. The useful life assessment must be reviewed annually and adjusted when circumstances change.


Software Valuation in M&A

When software is acquired in a business combination, IFRS 3 requires it to be identified and measured at fair value as part of the purchase price allocation.

Key considerations

  • Distinguish platform from product — the core platform technology may have a different useful life and value than the customer-facing product built on it
  • Third-party dependencies — open-source components, cloud services, and API dependencies affect replaceability and risk
  • Technical debt — significant technical debt reduces the effective useful life and increases the obsolescence adjustment in the cost approach
  • Development team — the assembled workforce (developers, architects) is valued separately using the cost approach, not as part of the software asset
  • Data assets — proprietary databases and training data are separate intangible assets from the software that processes them

Software Valuation in Practice: Key Considerations

Open-source components

Most modern software incorporates open-source libraries and frameworks. The cost approach must account for this — the replacement cost should not include re-developing functionality that is freely available as open-source. However, the integration, customisation, and testing of open-source components is proprietary work and should be included.

Technical debt adjustment

Technical debt — accumulated shortcuts, outdated architecture, missing documentation — reduces the effective value of software. In the cost approach, this is captured through the obsolescence adjustment. Functional obsolescence (the software does not fully meet current needs) and economic obsolescence (external factors have reduced its value) should both be assessed.

SaaS vs on-premises valuation

SaaS platforms are typically valued using the income approach because the revenue attribution is clear and recurring. On-premises software — where the revenue model involves one-time licences — may be better suited to the RFR method or cost approach.

Software Type Preferred Method Rationale
SaaS platform Income Approach Recurring revenue directly attributable
Licensed software Relief-from-Royalty Observable licence rates as benchmark
Internal-use ERP Cost Approach No direct revenue; value is cost avoidance
Embedded firmware Cost Approach Component of larger product
AI/ML models Income + Cost hybrid Training data cost + incremental revenue

AI and machine learning models

AI models present emerging valuation challenges. The model itself (architecture, weights, training methodology) is a software asset. The training data is a separate data asset. The compute cost of training is a component of the cost approach. But the economic value may far exceed the training cost — a model that generates £5M in annual revenue through better predictions cannot be valued at its £200K training cost alone.

✔ Example

A healthcare AI company has developed a diagnostic model trained on 2 million anonymised patient records. The cost approach values the model at £1.8M (development time + compute costs). The income approach, based on the £4M annual revenue from diagnostic-as-a-service offerings, values it at £12M. The data asset (patient records) is valued separately at £3.5M using the cost approach. In the PPA, the model and data are recognised as separate intangible assets.


Common Software Capitalisation Mistakes

  1. Capitalising research as development — the research phase (feasibility, prototyping, technology evaluation) must be expensed regardless of outcomes
  2. Capitalising maintenance and bug fixes — routine maintenance extends the useful life but is not a new asset; it is expensed as incurred
  3. Failing to start capitalisation on time — once the six IAS 38 criteria are met, capitalisation is mandatory, not optional
  4. Inconsistent treatment — capitalising some projects while expensing others with similar characteristics creates audit risk
  5. Ignoring impairment indicators — if a software project is abandoned, pivoted, or underperforming, the capitalised asset must be tested for impairment immediately

Cloud Computing and SaaS Accounting

The shift from on-premises software to cloud-based delivery has created new accounting challenges. Under IFRIC guidance and ASU 2018-15, companies must distinguish between:

  • Software as an asset — where the company controls the software and can run it independently
  • Software as a service — where the company accesses a vendor's software over the internet without taking possession

Only the first category is capitalised as an intangible asset. However, implementation costs for SaaS arrangements (configuration, customisation, integration) can be capitalised if they meet the criteria — a distinction that many companies miss, either capitalising too aggressively or expensing implementation costs that should be recognised as assets.


Resources

About the Author

Ivan Gowan is the Founder and CEO of Opagio. With 25 years in financial technology — including building and scaling technology platforms at IG Group — he brings direct experience of software capitalisation, valuation, and the strategic role of technology assets in high-growth businesses. Meet the team.

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Ivan Gowan

Ivan Gowan — CEO, Co-Founder

25 years as tech entrepreneur, exited Angel

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