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Revision:A Level Accounts Module 3 - Limited Companies
From The Student RoomTSR Wiki > Study Help > Subjects and Revision > Revision Notes > Accounting > A Level Accounting Module 3 - Limited Companies The structure of limited companies In this section we cover the following topics:
Limited companies - an introductionA quick and easy way for a firm to expand is to attract outside investors who would introduce extra capital into the firm. However, new and small firms are unlikely to attract many investors because of the risk that all sole traders face of unlimited liability. If a sole trader cannot settle the debts of a firm with business resources then the sole trader will have to use her own personal possessions to clear any business debts.
Setting up as a limited companyThe creation of a limited company requires legal formalities to be followed. Two key documents that have to be drawn up are as follows:
Memorandum of association
Articles of association
Types of limited companyAll limited companies must have a reference to the fact that they are a limited company after their name. In the UK there are two types of limited company. These are as follows:
Private limited companiesAny private limited company must have the term 'Limited' or 'Ltd' after its name to indicate what type of limited company it is. In a private limited company neither shares or debentures can be issued to the general public. As a result, private limited companies are usually smaller than public limited companies. This type of company is by far the most common in the UK, with around 1,000,000 in existence. A significant proportion of these companies are family businesses. Once would assume that they become companies to benefit from limited liability. Public limited companiesPublic limited companies will have the term 'plc' after their name to indicate what type of limited company they are. Many of the most famous companies in the UK are plcs. This is because, although relatively few in number (approx. 50,000), plc's are usually much larger than private limited companies and are therefore more likely to appear in the media.
Becoming a public limited companyIn addition to the memorandum and articles of association, a public limited company must also obtain a statutory declaration, which would state that the company has met all the requirements of the company legislation.
FlotationPlc's will have to attract investors. Issuing a prospectus will help publicise that the company is looking for new investors. A prospectus is a document which outlines what the company is and how it aims to be profitable.
Shares and dividendsLimited companies are co-owned by shareholders - each owns a small proportion of the firm. The minimum number of shareholders is normally two (a private limited company can have one shareholder), but many large public limited companies will have many thousands of shareholders.
Authorised CapitalWhen a company (public or private) is formed, the firm will declare the size of its authorised share capital in its memorandum of association. The memorandum will cover the different types of shares, the face value of each share and the number of shares that a firm is allowed to issue. The face value of each share is the value that the share appears at on the balance sheet. This is also known as the nominal value or the par value.
Issued share capitalIssue capital refers to the value of the authorised share capital that has actually being issued - that is sold to investors. The issued share capital refers to the face value of certificates in their possession, rather than the amount of money that has been paid by investors. This is because payments may be requested by the company in stages or 'calls'. The issued share capital can be less than or the same as the authorised share capital but can never be higher. This issued share capital will appear on the 'financed by' section of the balance sheet and is added on to reserves to give us the balance sheet totals.
Ordinary sharesNearly all shares that are issues in the UK are ordinary shares. Investors purchase ordinary shares for two main reasons:
Preference sharesPreference shares are much less common than ordinary shares. They are no longer as popular in the UK as they once were due the changes in tax law. Preference shares carry no vote so no influence can be made over company policy irrespective of the size of the preference shareholding.
DividendsSome firms will allocate dividends to shareholders during the financial year. These are known as interim dividends and are paid in addition to the dividend at the end of the financial year which is known as the final dividends.
Which investment is best? Ordinary shares or preference shares?This is no right or wrong answer to this question. The answer will depend on the investor themselves and what their own objectives are. However, the following factors will be taken into account. ReturnsThe returns in on ordinary shares are more volatile. In good years, the firm is likely to be profitable and have more available for returns to in ordinary dividends. However, in poor years, then the firm may have to cut back, or even stop the ordinary dividends. Preference shareholders will be entitled to their returns, which will remain the same no matter how well or poorly the firm performs. RiskAs outlined earlier, purchasing ordinary shares subject the investor to the risk that the firm may not perform well in the future. However, there is an additional factor to take into account. If the firm is forced into liquidation it will be forced to close and the assets of the firm will be normally sold. The money raised through this sale will be used to settle any debts the firm has. There is a list of who is entitled to the money in which order. This is as follows:
Control over company policyPreference shares carry no voting power. Ordinary shares allow a shareholder to influence control over the company. However, this idea may mislead you into believing that the ordinary investor can influence company policy. In most large public limited companies, one would needed to have accumulated a very large amount of shares before they had any real true sense of power over the company. Most shareholdings by private investors are tiny compared with the amount of shares in existence for that company. In most large public limited companies, one would needed to have accumulated a very large amount of shares before they had any real true sense of power over the company.
Capital and revenue reservesWhen a sole trader earns profits, these will be added on to the capital figure - increasing the amount of resources within the firm. However, with a limited company, this does not happen and profits retained the company are not added on to the share capital figure.
Revenue reservesThese reserves are created out of trading profits earned by the firm over a period of time. Once tax has been deducted, the firm can choose to allocate the remainder as dividends, or to retain this within the firm. The retained profit is known as the profit and loss account balance (this is a revenue reserves). However, the firm may also decide to transfer money to another designated reserve. This would then appear as a deduction in the profit and loss appropriation account.
Summary of revenue reserves
Capital reservesCapital reserves do not arise out of trading profits, which means that they cannot be used for distribution as dividends. They arise, largely out of changes to the balance sheet of the firm. There are two main capital reserves that you are likely to come across; the revaluation reserve and the share premium account (still a reserve) Revaluation reserveIt is a requirement of company law that all fixed assets (with the exception of freehold land) should be depreciated. Although property does eventually wear out, it is possible that its value will increase significantly over a period of time. If the value of any of the fixed assets becomes significantly greater than the balance sheet value then it is allowable for a firm to increase - revalue - this asset. This requires a simple upwards adjustment to the asset's value on the balance sheet.
Share premium accountWhen limited companies issue shares, they may not always issue them all in one go. They may issue their shares in a number of stages. If this is the case, the shares issued later will still have to be issued at the same face (nominal) value of the shares that were originally issued. However, if the firm has well established, the market value of the firm's shares is likely to be higher than the face value of the shares.
Loan capitalMost long-term finance (i.e. money needed for at least one year) will come from two distinct sources. Most firms will use a combination of either loan capital (i.e. they borrow money) or equity capital (i.e. they issue shares).
LoansFirm can obtain loans from a variety of financial institutions (i.e. banks, finance companies and so on). These can either be secured or unsecured. If they are secured then the firm will have to offer assets (supposedly of equivalent value to the loan) that can be taken away by the lender if the firm that has borrowed the money cannot keep up repayments. Not keeping up with repayments is known as defaulting. MortgagesMortgages are a form of secured loan. They are mainly used to finance the purchase of property. This means that the lender can repossess the property if repayments are not kept up. The interest on a mortgage is usually relatively low. This is because, the value of the property will not normally fall and therefore the lender is taking a relatively small risk in providing the funds for the mortgage (i.e. the property can be repossessed and sold - usually for a profit - in the worst case scenario). DebenturesA debenture is a long-term loan, with similarities to shares. A firm will borrow money of individual investors by issuing debentures. These are, in effect, certificates of debt that would appear as first glance as if they are a share. Whoever, has the debenture is entitled to receive the interest on this debenture which is fixed. Whoever holds the debenture on its redemption date (the end of the debenture's life) will receive repayment equivalent to the original issue price. These debenture certificates can be traded in the same way as shares are traded. The price of a debenture will rise and fall.
RepaymentShares are irredeemable - they are not normally paid back, ever. A shareholder can sell their shares but not back to the firm. Loan capital, on the other hand, has to be repaid at some point in the future. TaxationIn the UK, interest is a tax-deductible expense. This means that it is deducted form profits before the corporation tax (tax on profits) is calculated. Dividends on shares are not subtracted until after corporation tax has been calculated. Therefore a firm that wishes to minimise its taxation payable would chose loan capital - even if the dividends were going to be the same amount as the loan interest. This is true up to an upper limit - most firms have a 'ceiling' of borrowing in mind over which they will not go, for fear of 'financial distress' (e.g. not being able to keep up the interest payments). The upper limit depends on the attitude of the board and the type of share investor they are trying to attract. InterestInterest is the charge for borrowing money. This will have to be paid (some firms can defer payment of a period of time but this unusual). The interest charge itself will be based on the prevailing interest rates and the amount borrowed. Some interest rates on loan capital are fixed (i.e. on debentures) and some are variable (most mortgage rates are based on the current base arte set by the Bank of England). The interest charge will impose a cash outflow on the firm. Voting rights and controlIssuing ordinary shares could mean that the directors lose control of the company. Issuing debentures and other forms of loan capital do not normally require the firm to lose any control. However, on occasion, a lender may impose certain conditions to be attached to the loan. TimingIssuing shares can be lengthy and costly experience. Loan capital, on the other hand, is relatively straightforward to organise. If the firm is looking for finance in a short space of time then loan capital will be more useful than equity capital. A debenture will require quite a lot or organisation compared with a bank loan or mortgage. LendersWhen lending money to a firm, the lender will want to ensure that they are going to get the money back. Inters rates are the compensation for taking the risk of lending a firm money. If the firm is seen to be a high risk (e.g. new firms and small firms are more likely to fail and therefore not repay their debts), then higher inters rates may be charged.
The final accounts and balance sheets of limitedcompaniesFor the sole trader, there is no distinction made between the firm and the owner. Any tax calculated would be based on the owners overall earning over the financial year. Similarly, once the net profit has been calculated, then there are no further calculations needed. This is because the sole trader in entitled to all the profits of the firm - there is no one else.
The appropriation accountThe appropriation account begins with the net profits for the firm. The term appropriation really refers to how these profits are going to be divided up between the different claims that are made on these profits. Because the limited company exists as a separate legal entity, then the company will have its profits subjected to corporation tax. This is a UK tax and is calculated as a percentage of the firm's taxable profits.
Net profitThis is the profit after all expenses have been deducted. It is usually known as operating profit or profit before taxation and will include all forms of income and all types of expenses. Director's remuneration sometimes appears as an expense. This refers to the fees that are paid to the board of directors for their duties. Interest payments will also have been deducted before this profit calculation, as interest is tax deductible. TaxationCorporation tax will be payable as a percentage of the firm's taxable profits (in the AS and A level we will assume this is based on the net profits). If you were instructed to provide for corporation tax then this would mean that the tax has yet to be paid. It will still appear as an expense though whether it is paid or not but would also appear as a current liability if the tax has not been paid. Retained profit brought forwardThis will be the balance on the profit and loss account from last year's balance sheet. This is normally found in the trial balance (credit balance) and this is added on the profits after tax.
DividendsThese will consist of both interim and final dividends (even if they have yet to paid) on both types of share (ordinary and preference). Transfers to revenue reservesTechnically, all the revenue reserves are available for distribution as dividends to shareholders. However, firms will often wish to keep profits within the firm as this helps them to expand. Transferring profits to these revenue reserves is a clear indicator that the firm does not wish all the profits to be available for dividends.
Retained profit carried forwardAny amounts that have not bee appropriated as dividends or as transfers to reserves will be carried forwards as the new profit and loss account balance. This will appear with the other reserves, alongside capital, on the balance sheet. Example 1Stromboli Ltd started in business on 1 January 2003. Its issued share capital was 100,000 ordinary shares of £1 each and 50,000 7% preference shares of £1 each. The following information is available:
Balance sheetsThe balance sheet of a limited company is still constructed on the same principles as a balance sheet for a sole trader. If the balance sheet is for publication then there are certain formats and heading that must be present. However, if the balance sheet is for internal use only then most of the balance sheet will probably appear very similar to balance sheets that you are already familiar with - as in the case of a sole trader.
Example 2If we use the same data as in the previous example for Stromboli Ltd, then the balance sheet extracts (just the capital and reserves sections) would appear as follows:
It is normal procedure to not only show the total amount of capital raised, but also the individual par value for each share, the number of shares issued and the (fixed) percentage dividend for preference shares.
Exam tips - limited company accounts
CommentsThese notes are aimed at people studying for AQA A Level Accounting Unit 3, but will also be suitable for other courses and exam boards. Originally submitted by duke_stix on TSR Forums. |















