explain the advantages and disadvantages of operating as a limited company

Topic 5.3 – Limited Companies

1. Definition & Core Concepts

  • Limited company: a business that is a separate legal entity from its owners (the shareholders).
  • Limited liability: shareholders are liable only for the amount unpaid on their shares; their personal assets are protected.
  • Ownership vs management: shareholders own the company, while directors are appointed to manage it on their behalf.
  • Equity capital (share capital) is raised by issuing shares; loan capital (e.g., debentures) is borrowed and must be repaid with interest.

2. Capital‑Structure Terminology (required by the syllabus)

Term Definition (syllabus wording)
Ordinary shares Shares that carry voting rights and entitlement to dividends; they represent the ordinary equity of the company.
Preference shares Shares that have a fixed dividend and priority over ordinary shares for dividend payment and repayment of capital. Usually carry limited or no voting rights.
Preference‑share capital (redeemable / non‑redeemable) Redeemable preference shares must be bought back by the company at a specified date or price; non‑redeemable shares remain in the company permanently.
Issued share capital Total nominal value of shares that the company has allotted to shareholders.
Called‑up share capital Portion of issued share capital that the company has asked shareholders to pay.
Paid‑up share capital Amount of called‑up capital that shareholders have actually paid.
Reserves Profits retained in the business and not distributed as dividends. Includes:
General reserve Part of reserves set aside for specific future purposes (e.g., expansion). Shown separately from retained earnings.
Retained earnings Cumulative profit left in the company after dividends have been paid.

3. Numerical Example – Share Issue & Presentation in the Balance Sheet

Company ABC Ltd issues 10 000 ordinary shares with a nominal value of £1 each.

  • Issued share capital = 10 000 × £1 = £10 000
  • Directors call up £0.75 per share → called‑up share capital = 10 000 × £0.75 = £7 500
  • Shareholders have paid £0.50 per share so far → paid‑up share capital = 10 000 × £0.50 = £5 000
  • Unpaid amount = £0.25 per share → £2 500 remains unpaid (the amount for which shareholders have limited liability).

How it appears in the equity section of the balance sheet (simplified):

Equity Amount (£)
Issued share capital 10 000
Called‑up share capital (paid‑up) 5 000
Uncalled‑up share capital (liability) 2 500
Retained earnings (example) 3 200
General reserve (example) 1 800
Total equity 12 500

4. Advantages of Operating as a Limited Company

  • Limited liability – shareholders are only liable for the unpaid amount on their shares.
  • Separate legal entity – the company can own property, sue and be sued in its own name.
  • Continuity of existence – the company continues despite changes in ownership or management.
  • Access to capital – can raise finance by issuing ordinary or preference shares, or by borrowing on the company’s credit.
  • Enhanced credibility – customers, suppliers and lenders often view a limited company as more stable and trustworthy.
  • Tax planning opportunities – profits may be retained and taxed at corporation‑tax rates, which can be lower than personal income‑tax rates.
  • Transferability of ownership – shares can be bought and sold without affecting the company’s operations.
  • Professional image – the status of “Ltd” can attract investors and improve market perception.

5. Disadvantages of Operating as a Limited Company

  • Regulatory requirements – must comply with the Companies Act, file annual accounts, a confirmation statement and maintain statutory registers.
  • Higher accounting and filing costs – professional fees for preparation of statutory accounts, audits (if applicable) and filing are greater than for sole traders or partnerships.
  • Public disclosure – financial statements and certain company details are available on the public register.
  • Restrictions on profit distribution – profits can be distributed only as dividends after corporation tax and must follow legal procedures.
  • Complex decision‑making – major decisions often require board approval and/or shareholder meetings, which can slow action.
  • Potential double taxation – profits are taxed at corporate level and dividends are taxed again in the hands of shareholders.
  • Share dilution – issuing new shares may reduce existing shareholders’ control. Note: share dilution is a required disadvantage to mention in the exam.

6. Summary Table – Advantages & Disadvantages

Aspect Advantage Disadvantage
Liability Limited to the unpaid amount on shares None
Legal status Separate legal entity Statutory duties & filing obligations
Continuity Perpetual existence None
Capital raising Issue ordinary or preference shares; borrow on company’s credit Share dilution may reduce existing control
Taxation Corporation tax can be lower than personal tax; retained profits taxed only once Potential double taxation when profits are paid as dividends
Administration Professional image; ability to attract investors Higher accounting & filing costs; need for statutory registers
Public disclosure Transparency can build trust with stakeholders Financial information is publicly accessible

7. Required Financial Statements for a Limited Company

A limited company must prepare the same three primary statements as a sole trader, but the equity section is presented differently.

  1. Income Statement (Profit & Loss Account)
    • Revenue – Cost of sales – Gross profit – Operating expenses – Interest – Tax = Net profit for the year.
  2. Statement of Changes in Equity
    • Opening balances: issued, called‑up and paid‑up share capital; general reserve; retained earnings.
    • Add: Net profit for the year.
    • Deduct: Dividends declared (and any share premium, if applicable).
    • Closing balances: total equity (share capital + reserves).
  3. Statement of Financial Position (Balance Sheet)
    • Assets (non‑current + current) = Liabilities (non‑current + current) + Equity (share capital + reserves).

8. Year‑End Adjustments – Checklist

All adjustments that are required for a sole trader must also be applied to a limited company.

  • Depreciation of plant and equipment.
  • Accruals – expenses incurred but not yet paid (e.g., salaries, interest).
  • Pre‑payments – expenses paid in advance.
  • Irrecoverable debts – write‑off of trade receivables unlikely to be collected.
  • Closing inventory – adjust to the actual stock on hand at year‑end.
  • Dividends – recognise the liability for dividends declared but not yet paid.

9. What You Do NOT Need to Know (to avoid unnecessary detail)

  • Cumulative vs non‑cumulative preference shares.
  • Rights issues and the mechanics of share premiums.
  • Capital‑redemption reserve.
  • Detailed calculations of share‑premium accounts.

These topics are **outside the IGCSE 0452 syllabus** and will not be marked.

10. Suggested Diagram

Flowchart – Formation & Ongoing Obligations of a Limited Company
  • Registration with Companies House → Issue of shares (issued, called‑up, paid‑up) → Appointment of directors
  • Ongoing: Prepare annual accounts, file confirmation statement, maintain statutory registers, pay corporation tax, declare dividends.

11. Exam Tips

  1. Give a balanced answer – list **at least three** advantages and **at least three** disadvantages.
  2. Use the exact syllabus terminology: “limited liability”, “separate legal entity”, “higher accounting and filing costs”, “public disclosure of financial statements”, “share dilution”.
  3. Where possible, support a point with a brief numerical example (e.g., share‑issue figures shown in the balance‑sheet equity section).
  4. Structure your response: short definition → bullet‑point advantages → bullet‑point disadvantages → concluding sentence weighing the two sides.
  5. Remember the required disadvantage: **share dilution**.
  6. For the statement of changes in equity, list the four components (opening equity, profit, dividends, closing equity) exactly as shown above.

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