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Limited companies

Paper 1 – Multiple ChoicePaper 2 – Structured Written Paper

This section is examined in Paper 1 and Paper 2.

Types of Limited Companies
A limited company is a business entity that is legally separate from its owners (shareholders). It can operate in various forms:

  1. Trading Business: Buys finished goods and sells them without alteration (e.g., a supermarket).
  2. Service Business: Provides intangible services to customers (e.g., a hair salon or consultancy).
  3. Manufacturing Business: Converts raw materials into finished goods (e.g., a bakery making bread from flour).
  4. Combination: Many companies perform multiple roles, such as manufacturing products and then selling them directly to consumers.

Key Distinction: Unlike sole traders, limited companies have separate legal identity. This means the company can own assets, incur debts, and sue or be sued in its own name.

Advantages and Disadvantages of Limited Companies

When advising on whether to form a limited company, consider the following:

Category Points
Advantages Limited Liability: Shareholders only lose what they invested. Personal assets are safe.
Access to Capital: Can raise funds by issuing shares or debentures.
Continuity of Existence: The company survives even if owners die or sell shares.
Separate Legal Identity: Can own property and enter contracts in its own name.
Reputation: Often perceived as more professional.
Disadvantages Administration Costs: More complex record-keeping and reporting requirements.
Cost to Establish: Higher initial setup costs than sole traders.
Regulation: Strict rules on financial disclosure and governance.
Profit Distribution: Profits belong to the company, not directly to owners (dividends only).
Limited Liability
Limited liability means that the financial responsibility of shareholders is limited to the amount unpaid on their shares. If a shareholder has fully paid for their shares, they have no further liability if the company goes into debt or liquidation. Their personal assets (house, car) are protected from creditors.
Equity
Equity (also called Net Assets or Owners' Funds) is defined as:

\text{Equity} = \text{Total Assets} - \text{Total Liabilities}

It represents the total funds provided by the owners of the business. It includes share capital, reserves, and retained earnings.

Capital Structure of a Limited Company

The equity section of the Statement of Financial Position (SFP) comprises several components. Understanding their hierarchy is critical.

  1. Preference Share Capital:

    • These shares usually carry a fixed dividend rate (e.g., 5% preference shares).
    • They have priority over ordinary shares for dividend payments and repayment of capital upon liquidation.
    • They typically do not carry voting rights.
    • In the SFP, they are listed above Ordinary Share Capital within Equity.
  2. Ordinary Share Capital:

    • These are the standard shares issued to shareholders.
    • Dividends are not fixed and depend on company performance.
    • Holders have voting rights and residual claim on assets (paid last in liquidation).
  3. General Reserve:

    • A portion of profit set aside for future use or specific purposes as decided by directors.
    • It is part of Equity but not tied to share capital.
  4. Retained Earnings:

    • Profits accumulated over time that have not been distributed as dividends.
    • Calculated as: \text{Opening Retained Earnings} + \text{Profit for Year} - \text{Dividends Paid}.
Features of Ordinary Share Capital vs. Loan Capital (Debentures)
It is essential to distinguish between equity finance (shares) and debt finance (debentures).

Feature Ordinary Share Capital Loan Capital (Debentures)
Nature Equity (Ownership) Liability (Debt)
Repayment Not repaid until liquidation Repaid at a fixed date
Return Dividends (variable, not guaranteed) Interest (fixed, must be paid)
Voting Rights Yes No
Risk Higher risk for investor Lower risk for investor
SFP Location Equity section Non-current Liabilities

Note: Debenture interest is an expense in the Statement of Profit or Loss (SPL). Dividends are a distribution of profit, not an expense.

Issued, Called-up, and Paid-up Share Capital
These terms describe the status of share capital:

  1. Issued Share Capital: The total value of shares actually issued to shareholders.
  2. Called-up Share Capital: The portion of the issued share capital that the company has asked shareholders to pay.
  3. Paid-up Share Capital: The amount actually received by the company from shareholders.

Example: If a company issues 1,000 shares at 1 each, but only calls up 80% (0.80), the Called-up capital is 800. If all shareholders pay, Paid-up is also800.

Adjustments to Financial Statements (LO 9)

Before preparing final accounts, adjustments from the trial balance are necessary. These ensure the accruals concept and matching principle are applied.

  1. Inventory Valuation:

    • Inventory must be valued at the lower of cost and net realizable value (NRV).
    • If NRV < Cost, write down inventory to NRV. The loss is an expense in SPL.
  2. Accruals and Prepayments:

    • Accruals: Expenses incurred but not yet paid. Add to the expense in SPL; show as Current Liabilities in SFP.
    • Prepayments: Expenses paid in advance for the next period. Deduct from the expense in SPL; show as Current Assets in SFP.
  3. Capital vs. Revenue Expenditure:

    • Capital Expenditure: Benefit extends beyond the current year (e.g., buying a vehicle). Record as Non-current Asset in SFP.
    • Revenue Expenditure: Benefit is consumed within the current year (e.g., repairs). Record as Expense in SPL.
  4. Provision for Irrecoverable Debts:

    • An estimate of debts unlikely to be paid.
    • New Provision = \text{Trade Receivables} \times \text{Rate}.
    • Adjustment: If New > Old, increase expense (Dr SPL, Cr Provision). If New < Old, decrease expense (Cr SPL, Dr Provision).
    • In SFP, show as a deduction from Trade Receivables.
Preparing the Statement of Profit or Loss (SPL)
Structure for a Limited Company:

  1. Revenue: Sales less returns.
  2. Cost of Sales: Opening Inventory + Purchases - Closing Inventory.
  3. Gross Profit: Revenue - Cost of Sales.
  4. Distribution Costs: Wages, motor expenses, depreciation of delivery vehicles.
  5. Administrative Expenses: Insurance, general expenses, depreciation of office equipment.
  6. Other Income/Expenses: Interest received, interest paid (on debentures).
  7. Profit for the Year: Gross Profit - Total Expenses + Other Income - Finance Costs.

Key Rule: Depreciation is always an expense in SPL. It is never shown in the SFP directly (only Accumulated Depreciation is shown against assets).

Preparing the Statement of Changes in Equity
This statement reconciles the movement in equity from the start to the end of the year.

Columns: Share Capital, Preference Shares, General Reserve, Retained Earnings, Total Equity.

Rows:

  1. Balance at 1 July (Opening): From previous SFP.
  2. Profit for the Year: From SPL.
  3. Dividends Paid: Deducted from Retained Earnings.
  4. Transfer to General Reserve: If directors decide to set aside profit.
  5. Balance at 30 June (Closing): Sum of columns.

Note: Share Capital only changes if new shares are issued or bought back.

Preparing the Statement of Financial Position (SFP)
Structure:

Non-current Assets </th> <th style="text-align:left"></th> </tr> </thead> <tbody> <tr> <td style="text-align:left">Property, Plant & Equipment</td> <td style="text-align:left"></td> <td style="text-align:left">171,875</td> </tr> <tr> <td style="text-align:left"><strong>Total Non-current Assets</strong></td> <td style="text-align:left"></td> <td style="text-align:left"><strong>171,875</strong></td> </tr> </tbody> </table> <table> <thead> <tr> <th style="text-align:left"><strong>Current Assets</strong></th> <th style="text-align:left">
Inventory 20,000
Trade Receivables (less provision) 35,000
Prepayments 5,130
Total Current Assets 60,130

| Total Assets | | 232,005 |

Equity and Liabilities $
Equity
Ordinary Share Capital 100,000
Preference Share Capital (5%) 20,000
General Reserve 15,000
Retained Earnings 59,995
Total Equity 194,995
Non-current Liabilities
Debentures (Loan Capital) 5,000
Current Liabilities
Trade Payables 26,815
Bank Overdraft 5,195
Accruals 0
Total Current Liabilities 32,010

| Total Equity and Liabilities | | 232,005 |

⚠︎ Misclassifying Debentures and Interest

Error: Students often list 'Debenture Interest' as a liability in the SFP or list 'Debentures' (the principal) as an expense in the SPL.

Correction:

  • Debentures (the loan amount) is a Non-current Liability in the SFP.
  • Debenture Interest is an Expense in the SPL.
  • Only if interest is unpaid at year-end do you show it as an Accrual (Current Liability).
⚠︎ Incorrect Treatment of Provision for Irrecoverable Debts
Error: Adding the provision to Trade Receivables or showing it as a separate current asset.

Correction: The provision is a contra-asset. It must be deducted from Trade Receivables in the SFP.

Formula: \text{Net Trade Receivables} = \text{Gross Trade Receivables} - \text{Provision}.

Structuring the Statement of Financial Position
When to use: Always when preparing an SFP.

Why examiners accept this: The markscheme requires strict adherence to the format. You must show sub-totals for Non-current Assets, Current Assets, Total Assets, Equity, and Liabilities. Without these totals, you lose marks even if individual figures are correct.

Example: Ensure you write 'Total Current Assets' and 'Total Equity and Liabilities' as separate line items with the calculated sum.

Describing Advantages of Limited Companies
When to use: When asked to 'advise' or 'justify' the formation of a limited company.

Why examiners accept this: Examiners look for specific keywords like 'limited liability', 'separate legal identity', and 'access to capital'. Vague answers like 'easier to manage' are not accepted.

Example: 'One advantage is limited liability, which means shareholders' personal assets are protected if the company fails.' (This directly addresses the definition of limited liability).

Calculate Profit for the Year
Q:
Prepare an income statement for B Limited for the year ended 30 June 2023. Revenue: 125,800. Wages and salaries:72,000. Motor expenses: 9,820. Insurance:7,320. General expenses: 12,966. Depreciation motor vehicles:6,375. Depreciation equipment: $1,000.
A:
Revenue: 125,800. Cost of Sales: 0 (not given). Gross Profit:125,800. Distribution Costs: Wages 72,000 + Motor Exp9,820 + Depreciation Vehicles 6,375 =88,195. Administrative Expenses: Insurance 7,320 + General Exp12,966 + Depreciation Equipment 1,000 =21,286. Profit for the Year: 125,800 -88,195 - 21,286 = <strong>16,319.
Calculate Statement of Changes in Equity
Q:
Prepare the statement of changes in equity for B Limited for the year ended 30 June 2023. Opening Retained Earnings (1 July 2022): 25,490. Profit for the year:16,319. Dividend paid: $4,800. No transfer to general reserve.
A:
Opening Balance: 25,490. Add: Profit for Year:16,319. Less: Dividends Paid: (4,800). Closing Retained Earnings (30 June 2023): <strong>37,009.
Prepare Statement of Financial Position
Q:
Prepare a statement of financial position for H Limited at 30 April 2025. Non-current Assets: 171,875. Current Assets:60,130. Equity: Ordinary Share Capital 100,000; Preference Shares20,000; General Reserve 15,000; Retained Earnings59,995. Non-current Liabilities: 5% Debentures 5,000. Current Liabilities: Trade Payables26,815; Bank Overdraft $5,195.
A:
Total Assets = 171,875 +60,130 = 232,005</strong>. Total Equity =100,000 + 20,000 +15,000 + 59,995 = <strong>194,995. Total Liabilities = 5,000 +26,815 + 5,195 = <strong>37,010. Total Equity and Liabilities = 194,995 +37,010 = $232,005.
Define Called-up Share Capital
Q:
Define the term 'called-up share capital'.
A:
Called-up share capital is the amount of money that the company has asked shareholders to pay for their shares.
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