A company is an organisation which is owned by shareholders but managed by a board of directors elected during an Annual General Meeting. A company is incorporated through the registrar of companies by submitting documents known as the memorandum of association and articles of association.

Advantages of incorporating a company

  • Capital resources are available from more than one person
  • Company has easier access to loan funds.
  • Specialist and management skills can easily be brought into the business.
  • Economies of scale may be enjoyed.
  • The shareholders enjoy limited liability. Private property of the shareholders is not liable to settle the business obligations.
  • Owners of the business can change without there being any effect on the business.

A company requires a large amount of capital. The total amount of capital is divided into number of smaller units (shares) of equal value. This pool as made up of shares is, therefore, called share capital. The main types of capital in a company are:

Authorised share capital

This is the maximum amount of share capital that a company can raise through the issue of shares. It is the maximum amount of share capital authorised by the registrar of companies. It is also known as registered or nominal share capital.

Issued share capital.

This is part of the authorised share capital which has been actually issued to the general public. It cannot exceed the authorised share capital. The amount of share capital that has not been issued is known as unissued share capital.

Called-up share capital.

Called-up capital is the amount that has not yet been completely paid, although payment has been requested by the company. It is part of the issued share capital which has been called for payments. The amount of share capital that has not been called yet is known as uncalled share capital.

Paid up share capital.

Any amount of money that has already been paid by investors in exchange for shares is paid-up capital. IN simple terms, it is the amount of share capital that has already been paid by the shareholders. The amount of called up share capital which has not been paid yet by investors is known as calls in arrears.

Types of shares:

  • Preference shares.
  • Ordinary shares.


Preference shares

Example:


250 000

12%

Preference shares of

$0.50

$125 000

Number of shares

Fixed % rate of dividend

Types of share

Nominal Price of 1 share

Preference share capital

(No of shares * Nominal price) = 250 000 * 0.5

Preference dividend               

=          Fixed % Rate × Preference Share Capital

=          12% × 125 000

=          $15 000


Characteristics of preference shares:

  • Preference shareholders receive a fixed rate of dividend.
  • They do not have voting rights during AGM.
  • They receive dividend before ordinary shareholders.
  • In case the company is wound up they receive their share of capital before ordinary shareholders.

Types of Preference shares:

Cumulative and Non-cumulative preference share

Preference dividend on cumulative preference shares will be carried forward to subsequent years if it is not paid during a financial year. In case of non-cumulative preference shares, dividend due will not carried forward if it is not paid during a financial year.

Participating preference share

If the company’s profit exceeds a predetermined level, participating preference shares receives an additional dividend over and above the normal preference dividend. The owner of that type of share receives a fixed rate of dividend and a variable rate on the residual profit.

Redeemable and non redeemable preference shares

Redeemable preference shares may be bought back by the company after maturity date. If an entity issues redeemable preference shares, then it must be recognised as a non current liability in the statement of financial position. Dividend paid on redeemable preference shares are disclosed as an expense in the income statement.

Non-redeemable preference shares cannot be redeemed during the lifetime of the company. These are disclosed as part of the company’s equity. Dividend on non-redeemable preference shares are recorded in the statement of changes in equity.


Ordinary shares

800 000

Ordinary Shares of

$0.75

$600  000

Number of shares

Types of share

Nominal Price of 1 share

Ordinary share capital

(No of shares * Nominal price) = 800 000 * 0.75


Calculation of ordinary dividend

Example 1

A company has the following ordinary share capital.

400 000 Ordinary shares of $0.60      $240 000

The directors paid an ordinary dividend of $ 0.10 per share.

Ordinary Dividend      

=          Rate * No of shares

=          0.10 * 400 000

=          $ 40 000

Example 2

A company has the following ordinary share capital.

700 000 Ordinary Shares of $ 0.80     $ 560 000

The directors paid an ordinary dividend of 10%.

Ordinary Dividend      

=          % Rate * OSC

=          10% * 560 000

 =          $ 56 000

Characteristics of Ordinary shares:

  • Ordinary shareholders receive a variable rate of dividend.
  • They have voting rights during AGM.
  • They are the last one to receive dividend.
  • In case the company is closing down they receive their share of capital after preference shareholders.

Debentures

Debenture includes debenture stock, bonds and any other securities of a company. Debentures are long-term loan from general public carrying a fixed rate of interest and they do not have voting rights during an AGM. Debenture interest is paid before dividend is paid to preference and ordinary shareholders.

Example:

A company has the following:

15% Debentures of $1 each   $200 000

Finance cost (Interest)            

=          15% × 200 000

=          $30 000.

Reserves

There are two types of reserves:

  • Revenue reserve
  • Capital reserve

Revenue reserve

Revenue reserve arises from the normal trading activities of the company. Revenue reserve is created from the net profit generated from the company’s core operations. Revenue reserve can be used for payment of future dividend, issue of bonus shares and to write off preliminary expenses.

Examples of revenue reserve:

  • Retained earnings / retained profits
  • General reserve

Capital reserve

This arises from changes in the capital structure of a company. A capital reserve is created out of capital profits and it cannot be used for payment of dividend. Capital reserve may be used to

  • pay bonus shares.
  • write off preliminary expenses
  • write off expenses incurred in the issue of shares and debentures.
  • provide for any premium payable on the redemption of shares and debentures.

Examples of capital reserve:

  • Share premium
  • Revaluation reserve


Financial statements of a company (Internal Use)

The accounts prepared by limited companies for internal purposes are used by the managers for decision making. IAS 1 explains the way of presenting financial statements of a company. The standard entails that a company must prepare the following financial statements:

  • Income statement (Statement of comprehensive income)
  • Statement of changes in equity
  • Statement of financial position
  • Statement of cash flows (A Level Chapter)


Income statement for the year ended 31st December 2019

$

$

$

Revenue



***

Less return inwards



(***)




***

Less Cost of sales




Opening inventory


***


Purchases

***



Less return outwards

(***)



Add Carriage inwards

***

***


Goods available for sales


***


Less closing inventory


(***)


Cost of sales



(***)

Gross Profit



***

Add other income




Discount received


***


Decrease in PFDD


***


Profit on disposal


***

***




***

Less expenses




Discount allowed


***


Depreciation on NCA


***


Bad debts


***


Increase in PFDD


***


Loss on disposal


***


Carriage outwards


***


Administrative expenses


***


Selling and distribution costs


***

(***)

Operating profit



***

Less Finance cost



(***)

Less dividend on redeemable preference shares



(***)

Profit after interest



***

Less Taxation



(***)

Profit for the year (Profit attributable to equity holders)



***


Statement of changes in equity for the year ended 31st December 2019


Ordinary Share capital

Non Redeemable preference share capital

Retained Earnings

General Reserve

Share Premium

Revaluation Reserve

Total

Balance b/f

***

***

***

***

***

***

***

Profit for the year



***




***

Transfer to general reserve



(***)

***



-

Ordinary dividend



(***)




(***)

Preference dividend



(***)




(***)

Issue of shares

***




***


***

Bonus Issue

***




(***)

(***)

-

Rights Issue

***




***


***

Revaluation of NCA






***

***

Balance at end

***

***

***

***

***

***

***


IAS rules for dividends

  • As per IAS 1 only dividends paid during the year are shown as deductions in the Statement of changes in equity. This implies that current year’s interim dividend and last year’s final dividend paid during the current year are included in the current year’s financial statements.
  • The proposed final dividend of current year needs shareholders’ approval at the Annual General Meeting and accordingly is not provided for in the financial statements and can only be disclosed by way of a note to the financial statements.


Statement of financial position as at 31st December 2019

Cost

Prov. For Depn

NBV

Non Current Assets

$

$

$

Land and Building

***

(***)

***

Plant and Machinery

***

(***)

***




***

Intangible : Goodwill



***




***

Current Assets




Closing inventory


***


Net trade receivables


***


Cash and cash equivalent


***


Other receivables


***

***

Total assets



***

Equity




Ordinary Share capital



***

Non Redeemable Preference Share Capital



***

Revenue reserve :




         Retained earnings



***

         General reserve



***

Capital reserve :




          Share premium



***

          Revaluation reserve



***

Shareholder’s fund



***

Non Current Liabilities




Debentures


***


Redeemable preference shares


***

***

Capital Employed



***

Current liabilities




Trade payables


***


Other payables


***


Tax liability


***

***

Equity and liabilities



***