Limited Companies
This chapter explains limited company accounting, including shareholders, limited liability, shares, dividends, ordinary and preference shares, reserves, issued/called-up/paid-up share capital, debentures, company income statements, statements of changes in equity, dividends, statement of financial position and year-end adjustments.
Topic 1: Limited Company Basics
A limited company is owned by shareholders, but it has a separate legal identity from its owners.
1. What is a Limited Company?
Unlike a sole trader or ordinary partnership, the company has a separate legal identity from its owners.
A shareholder owns 10 shares × $100 = $1,000.
If the company fails, the shareholder’s liability is limited to the $1,000 investment.
2. Advantages and Disadvantages
- Shareholders have limited liability.
- It is easier to raise large amounts of capital.
- The company can issue shares to investors.
- It may find it easier to obtain loans.
- It is often easier to recruit employees.
- There are more legal requirements.
- The company must be registered.
- Financial statements must be published.
- There is less financial secrecy.
- Shareholders do not normally manage the company directly.
- Directors may make decisions that shareholders disagree with.
3. Shares and Shareholders
Share
A share is a unit of investment in a company.
Shareholder
A shareholder is a person or institution that owns one or more shares.
Shares have a nominal value or face value, for example:
4. Equity
Equity represents the shareholders’ financial interest in the company.
Ordinary share capital
Main ownership capital.
Preference share capital
Shares with a fixed dividend preference.
General reserve
Profits transferred for future needs.
Retained earnings
Profit kept in the company after dividends and transfers.
5. Dividends
A dividend is part of the company’s profit distributed to shareholders.
Share capital = $500,000
Shares have nominal value = $10 each
Number of shares = $500,000 ÷ $10 = 50,000 shares
Total dividend = $150,000
Dividend per share = $150,000 ÷ 50,000 = $3
Dividend rate = $150,000 ÷ $500,000 × 100 = 30%
Topic 2: Ordinary Shares, Preference Shares and Reserves
Different types of shares give shareholders different rights to dividends, repayment and voting.
6. Ordinary Shares
Ordinary shareholders are the main owners of the company.
- They normally have voting rights.
- They receive dividends after preference shareholders.
- They may receive different dividend amounts depending on profits.
- They are normally paid last if the company is wound up.
7. Preference Shares
Preference shareholders have certain advantages over ordinary shareholders.
- They normally receive dividends at a fixed percentage.
- They receive their dividend before ordinary shareholders.
- They receive repayment of capital before ordinary shareholders if the company closes.
- They do not normally have voting rights at the annual general meeting.
5% preference shares = $20,000
Dividend = 5% × $20,000 = $1,000
The preference shareholders receive $1,000 before ordinary dividends are paid.
8. Ordinary vs Preference Shares
| Ordinary Shares | Preference Shares |
|---|---|
| Dividend may vary. | Fixed-rate dividend. |
| Paid dividend after preference shareholders. | Paid dividend first. |
| Usually voting rights. | Usually no voting rights. |
| Repaid last on winding up. | Repaid before ordinary shareholders. |
9. Reserves
Reserves are profits retained in the company rather than distributed to shareholders.
Retained Earnings
Profit kept in the company after dividends and transfers to reserves. It can be used for future needs and growth.
General Reserve
Profit transferred into a reserve for purposes such as future expansion or possible future liabilities.
Topic 3: Share Capital and Debentures
Share capital is ownership finance. Debentures are loan finance and must be treated differently.
10. Issued Share Capital
Issued share capital is the nominal value of shares the company has issued.
100,000 shares × $1 each
Issued share capital = $100,000
11. Called-Up Share Capital
A company may not ask shareholders to pay the full nominal value immediately. The amount the company asks shareholders to pay is called called-up capital.
100,000 shares of $1 each are issued.
The company calls up only $0.60 per share.
Called-up capital = 100,000 × $0.60 = $60,000
12. Paid-Up Share Capital
Paid-up capital is the amount of called-up capital that shareholders have actually paid.
Called-up capital = $60,000
Shareholders have failed to pay = $2,000
Paid-up capital = $60,000 − $2,000 = $58,000
13. Full Share Capital Example
A company issues 250,000 shares of $1 each. Shareholders are asked to pay $0.25 per share. $500 remains unpaid.
14. Debentures
A debenture is a form of long-term loan capital. Debenture holders are creditors, not owners.
- They receive a fixed rate of interest.
- They do not normally have voting rights.
- They must receive interest whether the company makes a profit or loss.
- They are repaid before shareholders if the company is wound up.
15. Debenture Interest
Debenture interest is a finance cost in the income statement.
10% debenture = $100,000
Annual interest = 10% × $100,000 = $10,000
The company must pay the $10,000 even if it makes a loss.
16. Shares vs Debentures
| Shares | Debentures |
|---|---|
| Equity capital. | Loan capital. |
| Shareholders are owners. | Debenture holders are creditors. |
| Ordinary shareholders can vote. | Debenture holders cannot vote. |
| Dividends depend on company circumstances. | Interest must be paid. |
| Part of equity. | Liability. |
| Shareholders repaid later. | Debenture holders repaid before shareholders. |
Topic 4: Company Income Statement and Changes in Equity
Limited company financial statements include grouped expenses and a statement showing movements in equity.
17. Company’s Income Statement
The basic trading section is similar to that of a sole trader. However, company expenses are grouped into three categories.
Administration Expenses
Office salaries, rent, depreciation of office equipment.
Selling and Distribution Expenses
Advertising, carriage outwards, sales staff salaries, depreciation of delivery vehicles and irrecoverable debts.
Finance Costs
Debenture interest.
18. Simple Company Income Statement
Suppose gross profit is $100,000, administration expenses are $25,000, selling and distribution expenses are $20,000, and debenture interest is $5,000.
Income Statement Extract
19. Statement of Changes in Equity
A limited company prepares a statement of changes in equity. It explains why equity increased or decreased during the year.
Opening share capital
Capital at the start of the year.
New shares issued
Share capital added during the year.
Opening reserves
Reserves at the start of the year.
Profit for the year
Profit added to equity.
Interim dividends paid
Distributions deducted from retained earnings.
Closing totals
Closing retained earnings and total equity.
It may also include transfers to general reserve.
20. Simple Statement of Changes in Equity Example
Opening retained earnings are $20,000. Profit for the year is $50,000. Interim dividend paid is $10,000. Transfer to general reserve is $15,000.
21. Interim and Proposed Dividends
Interim Dividend
A dividend paid during the financial year. It appears in the statement of changes in equity.
Proposed Final Dividend
A dividend recommended but not yet approved or paid.
Topic 5: Statement of Financial Position, Adjustments and Exam Guide
The main difference from sole trader accounts is the equity section, which shows share capital and reserves.
22. Statement of Financial Position
The assets section is similar to that of a sole trader. The major difference is the equity section.
Equity Example
Non-current liability
Debentures = $80,000.
Current liabilities
Trade payables = $20,000 and accrued debenture interest = $4,000.
23. Accrued Debenture Interest
Sometimes only part of the year’s debenture interest has been paid.
10% debentures = $150,000
Full year’s interest = 10% × $150,000 = $15,000
Already paid = $5,000
Accrued = $15,000 − $5,000 = $10,000
Income statement
Finance cost = $15,000.
Statement of financial position
Other payables = $10,000.
24. Year-End Adjustments
Limited companies make the same normal year-end adjustments as sole traders:
Closing inventory
Included before final profit.
Depreciation
Charged on non-current assets.
Accruals
Expenses owing are added.
Prepayments
Amounts paid early are adjusted.
Irrecoverable debts
Written off before final figures.
Provision for doubtful debts
Provision changes are included.
Quick Comparison
| Sole Trader | Partnership | Limited Company |
|---|---|---|
| One owner | Two or more partners | Shareholders |
| Capital account | Partners’ capital/current accounts | Share capital and reserves |
| Unlimited liability | Usually unlimited liability | Limited liability |
| No appropriation statement | Appropriation account | Statement of changes in equity |
| Owner manages | Partners manage | Directors manage |
Key Terms
Limited company
Business owned by shareholders with limited liability.
Shareholder
Owner of one or more shares.
Limited liability
Shareholder’s risk is limited to their investment.
Share
Unit of ownership or investment in a company.
Dividend
Part of company earnings distributed to shareholders.
Ordinary share
Main form of ownership share.
Preference share
Share normally receiving a fixed dividend before ordinary shares.
Retained earnings
Profits kept within the company.
General reserve
Profits transferred to a reserve for future needs.
Debenture
Long-term loan to a company.
Equity
Shareholders’ interest represented by share capital and reserves.
Remember
Shares = Ownership / Equity
Debentures = Loans / Liabilities
Preference dividend first
Ordinary dividend afterwards