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.
Income Statement (Profit & Loss Account)
Revenue – Cost of sales – Gross profit – Operating expenses – Interest – Tax = Net profit for the year.
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).
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