Introduction to Companies Flashcards
Recap of types of profit-focussed business entity (3 types)
Sole traders:
- Personally liable for debts of the business
- People who work for themselves
- Usually small but could employ many
Partnerships:
- Usually personally liable for debts of the business
- Two or more people trading with a view to making a profit
- Risks and rewards are shared
Limited liability companies:
- Personally liability normally limited to amount paid for shares
- Legal entity formed by registration under Companies Act
Accounting and the business entity
- The accounting process of inputting transactions and producing financial statements is the same for all business entities
- May be differences in ________ and ___________ of transactions
Key differences are in the __________ and ___________ requirements
- The accounting process of inputting transactions and producing financial statements is the same for all business entities
- May be differences in volume and complexity of transactions
Key differences are in the presentation and regulation requirements
Company basics
A legal entity formed by registration under Companies Act 2006
Four types:
- Liability is limited by shares
- Public (plc) – can offer securities (shares, loan stock) for sale to general public on a listed stock market; requires minimum net assets of £12,500 - Private (Ltd) – not allowed to offer shares for sale to general public so cannot be listed on a stock market; no minimum net assets required
- Unlimited liability
- Liability is limited by guarantee
- Liability is limited by shares and guarantee
Key features of a company
- Legal nature
- Perpetual life
- Limited Liability
- Legal Safeguards
Features: i. Legal Nature (3/2)
- A separate legal entity in the eyes of the law
- Contrast with sole trader - Memorandum and Articles of Association
- Incorporated by registration on the Registry of Companies
- Owners = members or shareholders (may be 1 or many)
Features: ii. Perpetual life (2)
- continues after death of shareholders as the shares pass onto their beneficiaries
- Shareholders can choose to end the company & the Courts can force the winding up of the company
Features: iii. Limited Liability (3/1,2)
Shareholders liability is limited
- Owners only lose the amount they invest and any unpaid share capital
Creditors/Payables
- Can not sue the owners directly (veil of incorporation)
- They must sue the company
The company itself has unlimited liability for its debts
Features: iv. Legal safeguards (3)
- Creditors choose to trade with companies at their own risk - credit checks advisable
- There are restrictions on withdrawal of equity by shareholders
- The financial statements are publicly available and filed with Companies House
Sole trader v Company – pros and cons
Advantages (4), disadvantages (3) and both (2) ?
Advantages of Co.:
- Shareholder limited liability
- Transfer of ownership
- Tax
- Kudos / Status
Disadvantages of Co.:
- Higher costs – formation, annual
- Compliance with legislation - CA2006
- Duties of directors
Advantages/disadvantages of Co.:
- Transparency
- Separation of ownership and management
Sole trader v Company – key differences
Ownership interests?
Forms of debt capital?
Profit withdrawn by owners?
Tax on profits?
Ownership interests?
Sole trader
- Capital account
Company
- Equity - Share capital and reserves
Forms of debt capital?
Sole trader
- Bank Loans
Company
- Range of securities
Profit withdrawn by owners?
Sole trader
- Drawings
Company
- Bonus if employee
- Dividends
Tax on profits?
Sole trader
- Liability of sole trader, not the business
Company
- Corporation tax on company profits
Equity
What is it?
Share capital, shown at…?
4 types of reserves
- Term used to include all owners’ capital
- Share capital, shown at nominal value in statements
- Reserves (any other amount attributable to owners)
- Retained earnings - Share premium reserve - Revaluation reserve - Other reserves
Reserves are not a spare pot of money!
Share capital
On the date of incorporation…?
Each share has what?
What can the nominal value be?
3 types of share capital?
- On the date of incorporation, a company will issue ordinary (aka equity) shares to its owners
- Each share has a named value shown on the share certificate
- Nominal value or Par value
- It can be any value: 1p, 2p, 5p, 10p, 25p, 50p, £1 etc.
- Issued (or allotted) share capital – par value of the shares issued to shareholders
- Called up share capital – amount the company has requested to be paid (company may request payment in instalments)
- Paid up capital – the amount actually paid
Share capital - Presentation in the financial statements
Shown where?
Normally..?
If the share capital has not…?
If not all the…then the…?
- Shown within equity on the statement of financial position (SOFP aka balance sheet)
- Normally the issued share capital is fully called up and has been fully paid for – figure in SOFP is the issued = called up share capital
- If the share capital has not been fully called up then the figure for share capital in the SOFP is the called up share capital
- If not all the called up share capital has been paid by the shareholders then the share capital in the SOFP will be the total called up share capital and any unpaid capital is shown as an other receivable within current assets of the SOFP
How do you calculate the number of shares in issue?
divide the share capital figure from the ‘Statement of Financial Position’ by the nominal or par value
If a company has share capital of £200,000 and has shares with a nominal or par value of 50p, then it has 400,000 shares in issue
Quantity of shares X Share’s par value = Share capital
Preference shares
A company can issue preference shares - another form of finance for a company
- These entitle the owner to be paid preference dividends out of company profits before equity shareholders are entitled to any equity dividends
Irredeemable preference shares:
- Company not entitled to buy back (redeem); treat as part of equity
Redeemable preference shares:
- Company is entitled to buy back (redeem); treat as debt