Sample Notes: Limited Companies
O Level Accounting — Detailed Notes
Chapter 5.3: Limited Companies
🔹 A. Introduction to Limited Companies
1. Definition
- A limited company is a business entity registered under company law that is legally separate from its owners.
- It is owned by shareholders and managed by directors.
2. Types of Limited Companies
- Private Limited Company (Ltd):
- Shares not traded publicly.
- Owned by a small group (often family or close investors).
- Public Limited Company (PLC):
- Shares can be traded on stock exchanges.
- Requires stricter regulations and public disclosure.
🔹 B. Limited Liability
1. Meaning
- Shareholders are not personally liable for company debts beyond the amount they have invested.
- If the company fails, shareholders lose only what they paid or agreed to pay for their shares.
2. Example
- If a shareholder buys 100 shares at Rs. 10 each (Rs. 1000 investment) and the company goes bankrupt:
- Maximum loss = Rs. 1000.
- Personal assets of the shareholder are not at risk.
🔹 C. Advantages of Operating as a Limited Company
- Limited Liability protects personal wealth.
- Can raise large capital by issuing shares (especially PLCs).
- Ownership can be easily transferred through sale of shares.
- Continuity of existence: Company continues even if shareholders die or leave.
- Credibility improves with suppliers, banks, and customers due to legal structure.
- Professional management through board of directors.
🔹 D. Disadvantages of Operating as a Limited Company
- More complex and expensive to set up compared to sole traders or partnerships.
- Must comply with legal regulations and audits.
- Required to publish accounts (especially PLCs).
- Decision-making may become slow due to multiple levels of authority.
- Dilution of control if many shareholders exist.
🔹 E. Meaning of Equity
1. Definition
- Equity represents the owners’ interest in the company.
- It is the residual value after all liabilities have been settled.
- Also known as shareholders’ equity or net assets.
2. Formula
Equity = Total Assets – Total Liabilities
3. Components
- Ordinary Share Capital
- Retained Earnings
- General Reserve
- Any other reserves (e.g., revaluation reserve, not examined at O Level)
🔹 F. Capital Structure of a Limited Company
1. Preference Share Capital
- Shareholders receive fixed dividends before ordinary shareholders.
- Less risky for investors than ordinary shares.
- May be redeemable (company buys back in future) or non-redeemable (permanent capital).
2. Ordinary Share Capital
- Represents main ownership of the company.
- Dividends are not fixed — depend on profits.
- Shareholders have voting rights and control.
3. General Reserve
- Part of retained profits set aside for future use or emergencies.
- Not distributed as dividends immediately.
4. Retained Earnings
- Profits kept in the business after paying dividends.
- Used for expansion, debt repayment, etc.
🔹 G. Share Capital Terminology
1. Issued Share Capital
- Total number of shares issued to shareholders.
- Reflects the amount that shareholders have agreed to pay (fully or partially).
2. Called-up Share Capital
- The portion of issued capital that the company has requested payment for.
- Not always 100% of issued shares.
3. Paid-up Share Capital
- Actual amount received by the company from shareholders.
Paid-up ≤ Called-up ≤ Issued
4. Example
- Company issues 10,000 shares at Rs. 10 = Rs. 100,000 (Issued Capital)
- Calls up Rs. 8 per share = Rs. 80,000 (Called-up Capital)
- Receives Rs. 70,000 due to unpaid calls = Rs. 70,000 (Paid-up Capital)
🔹 H. Share Capital vs Loan Capital
Feature | Share Capital (Equity) | Loan Capital (Debentures) |
---|---|---|
Ownership | Yes – Shareholders are owners | No – Debenture holders are lenders |
Voting Rights | Ordinary shareholders have voting rights | Debenture holders have no voting rights |
Dividend/Interest | Dividends are not fixed or guaranteed | Interest is fixed and must be paid |
Repayment | Not repaid during life of company | Repaid after fixed term or maturity |
Security | Not secured against assets | May be secured (e.g., fixed or floating charge) |
Priority in Liquidation | Paid after debenture holders | Paid before shareholders in liquidation |
🔹 I. Redeemable vs Non-redeemable Preference Shares
1. Redeemable
- Can be bought back by the company at a future date.
- Seen as temporary capital.
2. Non-redeemable
- Remain permanently in the business unless sold by the investor.
- Treated as long-term equity.
🔹 J. Key Financial Statements for Limited Companies
1. Income Statement (Profit and Loss Account)
- Shows:
- Revenue
- Cost of Sales
- Gross Profit
- Operating Expenses
- Operating Profit
- Interest and Tax
- Net Profit (Profit for the year)
- Used to determine profitability of the company.
2. Statement of Changes in Equity
- Shows movement in equity accounts:
- Opening balances
- Add: Profit for the year
- Less: Dividends
- Add: Transfers to reserves
- Closing balances of each component (share capital, reserves, retained earnings)
3. Statement of Financial Position (Balance Sheet)
- Shows company’s financial position at a specific date:
- Non-current assets (e.g., buildings, machinery)
- Current assets (e.g., cash, inventory, trade receivables)
- Equity (as explained above)
- Liabilities (both current and long-term)
🔹 K. Adjustments to Financial Statements (Same as 5.1 Sole Traders)
- Accruals: Expenses incurred but not yet paid → Add to expenses and show as current liability.
- Prepayments: Expenses paid in advance → Deduct from expense and show as current asset.
- Depreciation: Reduce value of fixed assets over time.
- Provision for Doubtful Debts: Estimate of debts not expected to be collected → Reduce receivables and add to expenses.
🔹 L. Worked Example — Statement of Financial Position (Simple Format)
XYZ Ltd. — Statement of Financial Position as at 31 December 20XX
Assets
- Non-current Assets: Rs. 80,000
- Current Assets: Rs. 30,000
Total Assets: Rs. 110,000
Equity and Liabilities
- Ordinary Share Capital: Rs. 50,000
- Preference Share Capital: Rs. 20,000
- Retained Earnings: Rs. 15,000
- General Reserve: Rs. 5,000
- Total Equity: Rs. 90,000
- Non-current Liabilities (Debentures): Rs. 10,000
- Current Liabilities (Trade Payables): Rs. 10,000
Total Equity and Liabilities: Rs. 110,000
🔹 M. Keywords to Remember
- Limited Liability
- Equity
- Ordinary / Preference Shares
- Retained Earnings
- General Reserve
- Debentures
- Issued / Called-up / Paid-up Capital
- Redeemable / Non-redeemable Shares
- Income Statement
- Statement of Changes in Equity
- Statement of Financial Position