In simple terms
A friendly intro before the formal notes — no formulas yet.
Limited companies
9706 P2 — share capital, reserves, and basic company financial statements.
- 1
A company has a separate legal personality from its owners.
- 2
Shareholders have limited liability, protecting their personal wealth.
- 3
Ordinary shares carry voting rights and variable dividends.
- 4
Preference shares offer fixed dividends with priority but usually no voting rights.
What this topic covers
The official Cambridge syllabus points this lesson works through.
- 1.5.4.1
The features and accounting treatment of ordinary shares, bonus issues, rights issues, debentures, dividends and reserves Note: Questions will not be set on preference shares.
- 1.5.4.2
The advantages and disadvantages to the company and to the shareholders of a company making a bonus issue of shares and a rights issue of shares
- 1.5.4.3
The advantages and disadvantages to the company and to the shareholders of a company issuing shares and issuing debentures
- 1.5.4.4
The distinction between capital reserves (share premium and revaluation reserve) and revenue reserves (retained earnings and general reserve)
- 1.5.4.5
How to prepare ledger accounts to record: – an issue of ordinary shares at par or at a premium – a rights issue of shares at par or at a premium – a bonus issue of shares Note: For the purpose of a bonus issue of shares, the revaluation reserve is not to be used.
- 1.5.4.6
How to prepare a statement of profit or loss, statement of financial position and statement of changes in equity for a limited company. The business may be a trading or a service business
- 1.5.4.7
Sources of finance for specified purposes
Explore the concept
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At a glance — side by side
Compare key properties side by side — ideal for exam contrasts.
Comparison of Business Structures
| Feature | Sole Trader / Partnership | Limited Company |
|---|---|---|
| Liability | Unlimited personal liability for business debts. | Limited to the amount invested or unpaid on shares. |
| Legal Status | The business and owner(s) are the same legal entity. | A separate legal entity from its owners (shareholders). |
| Source of Capital | Owner's capital contributions, personal loans. | Issue of shares (ordinary, preference), debentures, loans. |
| Distribution of Profit | Drawings taken by the owner(s). | Dividends paid to shareholders. |
| Key Financial Statements | Statement of Profit or Loss, Statement of Financial Position. | Statement of Profit or Loss, Statement of Financial Position, Statement of Changes in Equity. |
| Taxation | Owner(s) pay Income Tax on business profits. | Company pays Corporation Tax on its profits. |
Liability
Sole Trader / Partnership
Limited Company
Legal Status
Sole Trader / Partnership
Limited Company
Source of Capital
Sole Trader / Partnership
Limited Company
Distribution of Profit
Sole Trader / Partnership
Limited Company
Key Financial Statements
Sole Trader / Partnership
Limited Company
Taxation
Sole Trader / Partnership
Limited Company
Full topic notes
Formal explanation with the rigour you need for the exam.
Formation and Share Capital Fundamentals
A limited company is a distinct legal entity, separate from its owners (shareholders). This grants the company the ability to own assets and incur liabilities in its own name. The primary advantage for shareholders is limited liability, meaning their personal assets are protected; their financial risk is restricted to the amount invested in the company's shares. Capital is raised by issuing shares. The two main classifications are authorised share capital, the maximum value of shares a company can issue, and issued share capital, the nominal value of shares that have actually been sold to shareholders.
Shares are primarily divided into Ordinary Shares and Preference Shares. Ordinary shareholders are the true owners, bearing the highest risk and reward. They have voting rights and receive a variable dividend, which is paid only after all other claims (like preference dividends) are settled. Preference Shares offer a lower-risk investment. They typically carry a right to a fixed-rate dividend (e.g., 5% Preference Shares) that must be paid before any ordinary dividend. They usually do not have voting rights. Preference shares can be cumulative, meaning any unpaid dividends from a poor profit year are carried forward and must be paid in future years before ordinary shareholders get anything.
A company has a separate legal personality from its owners.
Shareholders have limited liability, protecting their personal wealth.
Ordinary shares carry voting rights and variable dividends.
Preference shares offer fixed dividends with priority but usually no voting rights.
In the Statement of Financial Position, always show the full description of share capital. For example, '500,000 Ordinary Shares of $1 each'. This demonstrates a clear understanding of the capital structure.
The Process of Issuing Shares
When a company issues shares, it can do so at their nominal value (par) or at a price higher than their nominal value (at a premium). If 100,000 $1 shares are issued at par, the entry is Dr Bank $100,000, Cr Ordinary Share Capital $100,000. If issued at $1.20, the extra $0.20 per share is the premium. The entry becomes: Dr Bank $120,000, Cr Ordinary Share Capital $100,000 (always the nominal value), and Cr Share Premium $20,000. The Share Premium account is a capital reserve, not distributable as cash dividends. It reflects capital contributed by shareholders above the par value and its use is legally restricted, such as for issuing bonus shares.
Shares can be issued at par (nominal value) or at a premium (above nominal value).
The Share Capital account is always credited with the nominal value of the shares issued.
The excess received over the nominal value is credited to a Share Premium account.
Share premium is a capital reserve and cannot be used to pay cash dividends.
Be precise with the double-entry for a share issue. A common error is to credit the entire cash proceeds to the Share Capital account. Remember to split the amount between Share Capital (nominal) and Share Premium.
Understanding Company Reserves
Company reserves are broadly categorised into capital reserves and revenue reserves. Capital reserves arise from non-trading, capital transactions. Key examples include the Share Premium account (from issuing shares above par) and the Revaluation Reserve. This is created when a non-current asset's fair value is deemed to be materially higher than its carrying amount; the double entry is Dr Asset and Cr Revaluation Reserve. Capital reserves are generally non-distributable as cash dividends. In contrast, revenue reserves are generated from trading profits. The main revenue reserve is Retained Earnings, which represents the accumulated net profits after tax and dividends. A company may also create a General Reserve by voluntarily transferring an amount from retained earnings to set aside profits for future expansion. The accounting entry is Dr Retained Earnings, Cr General Reserve. Revenue reserves are distributable to shareholders as dividends.
Capital reserves (e.g., Share Premium, Revaluation Reserve) are from capital transactions and are non-distributable.
Revenue reserves (e.g., Retained Earnings, General Reserve) are from accumulated profits and are distributable.
Retained earnings are the primary source for the payment of dividends.
The equity section of the Statement of Financial Position is comprised of Share Capital and all Reserves.
Profit Appropriation and the Statement of Changes in Equity
Unlike a sole trader's profit, a company's profit after tax is formally appropriated. This involves decisions on paying dividends and transferring funds to reserves. Dividends are the return paid to shareholders. Interim dividends are paid during the year, while final dividends are proposed after the year-end. These appropriations are not expenses; they are distributions of profit. The Statement of Changes in Equity (SOCIE) is a key financial statement that details these movements. It reconciles the opening and closing balances of each equity component (Share Capital, Share Premium, Revaluation Reserve, Retained Earnings), showing how profit for the year, dividends, and new share issues have affected the overall equity of the company during the period.
Dividends are an appropriation of profit, not a business expense.
Interim dividends are paid during the year; final dividends are proposed at the year-end.
The Statement of Changes in Equity (SOCIE) tracks all changes in each equity account.
The SOCIE provides a vital link between the Statement of Profit or Loss and the Statement of Financial Position.
Remember that only paid dividends (interim) and declared final dividends affect the Statement of Changes in Equity. A proposed final dividend is only disclosed in the notes to the accounts and does not reduce retained earnings for the current period.
Worked examples
See the formulas applied — reveal one step at a time, like the exam.
Company issued 200,000 ordinary shares of 1.20 each. Retained earnings opening $40,000. Profit for year $55,000. Dividend paid $15,000. Show the closing equity section of the Statement of Financial Position.
- 1
Calculations:
1. Ordinary Share Capital: 200,000 shares × $0.50 (nominal value) = $100,000
Beta PLC had the following equity balances at 1 Jan 2023:
- Ordinary Share Capital ($1 shares): $400,000
- Share Premium:
- Retained Earnings:
During the year ended 31 Dec 2023:
- Profit for the year was
- On 1 May, the company issued 100,000 new $1 ordinary shares for $1.60 each.
- An interim dividend of $0.04 per share was paid on 1 September on all shares in issue at that date.
Prepare the Statement of Changes in Equity for the year ended 31 December 2023.
- 1
Workings:
How it all connects
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Glossary
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Quick check
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Revision flashcards
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Ordinary shares?
Variable dividend; voting rights; residual claim. They are the main risk-bearing shares of a company.
Key takeaways
Review these before you close the topic — retrieval beats re-reading.
- ✓
A company has a separate legal personality from its owners.
- ✓
Shareholders have limited liability, protecting their personal wealth.
- ✓
Ordinary shares carry voting rights and variable dividends.
- ✓
Preference shares offer fixed dividends with priority but usually no voting rights.
Practice — then mark it
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Mark a limited company accounts question
Mark a limited company accounts question
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