1. Notes Of Limited Liability Companies By Talha Mahmood Bhatti.By Talha Mahmood Bhatti.

2. Introduction to final Accounts of Limited Liability company Limited Companies are needed because of the disadvantages from which partnerships suffer. A partnership can have no more than 20 owners (except for limited partners) A partnership can have no more than 20 owners (except for limited partners) The amount of capital needed to operate a very large oganisation is more than 20 people can provide The amount of capital needed to operate a very large oganisation is more than 20 people can provide If a partnership business fails, a partner can lose part or all of his or her private assets as well as the business assetsIf a partnership business fails, a partner can lose part or all of his or her private assets as well as the business assets

3. Limited Liability The capital of a limited company is divided into shares. Shares can be priced at $1, $5, $10 or any other amount. To become a member of a limited company (shareholder), a person must buy one (1) or more shares.The capital of a limited company is divided into shares. Shares can be priced at $1, $5, $10 or any other amount. To become a member of a limited company (shareholder), a person must buy one (1) or more shares. If shareholders have paid in full for their shares, their liability is limited to those shares.If shareholders have paid in full for their shares, their liability is limited to those shares. If a company loses all of its assets, all the shareholders can lose is their shares ( the value)If a company loses all of its assets, all the shareholders can lose is their shares ( the value) They cannot be force to pay any of their private money in respect of the company’s losses.They cannot be force to pay any of their private money in respect of the company’s losses.

4. Private & Public Companies The two classes of limited company are private company and public company. There are a lot more private companies than public companies.The two classes of limited company are private company and public company. There are a lot more private companies than public companies. A Private Company:A Private Company:  has a minimum membership of 2  Maximum of 50 members  Must ask people to buy company shares privately: it cannot do so in public e.g., by advertising shares in the newspaper. Any company that does not follow the above is a public company

5. Company Directors A shareholder normally has the right to attend general meetings of a company, and can vote at such meetings. Shareholders use their votes to appoint directors, who manage the business on behalf of the shareholders.A shareholder normally has the right to attend general meetings of a company, and can vote at such meetings. Shareholders use their votes to appoint directors, who manage the business on behalf of the shareholders. At each annual general meeting, the final accounts for the year are given to the shareholders. The directors at the meeting have to give a report on the progress of the company.At each annual general meeting, the final accounts for the year are given to the shareholders. The directors at the meeting have to give a report on the progress of the company.

6. Legal Status of a Ltd Company A limited company is said to posses a ‘separate legal entity’ from that of it’s shareholders. Put simply, a company is treated like a person separate from it’s owners (responsible for itself) A company can sue one or more of it’s shareholder or, it’s shareholder can sue the company. This would not be the case if the company and it’s shareholder were the same.A limited company is said to posses a ‘separate legal entity’ from that of it’s shareholders. Put simply, a company is treated like a person separate from it’s owners (responsible for itself) A company can sue one or more of it’s shareholder or, it’s shareholder can sue the company. This would not be the case if the company and it’s shareholder were the same.

7. Share Capital A shareholder will receive a share of the profit called a dividend.A shareholder will receive a share of the profit called a dividend. Not all the net profit will be paid out. The directors calculate the net profit and determine the amount that should be paid out and the amount that should be kept back.Not all the net profit will be paid out. The directors calculate the net profit and determine the amount that should be paid out and the amount that should be kept back. The amount kept back is called reservesThe amount kept back is called reserves Reserves can be general or specificReserves can be general or specific Dividend is usually shown as a percentageDividend is usually shown as a percentage

8. Types of Shares There are two (2) main types of share:There are two (2) main types of share:  Preference Shares: these get an agreed percentage rate of dividend before the ordinary shareholders receive anything  Ordinary Shares: these receive the remainder of the total profits available for dividends- there is no upper limit of dividends they can receive

9. There are two (2) types of preference shares Cumulative preference shares: These receive a dividend up to an agreed percentage each year. If the amount paid is less than the maximum amount agreed upon, the shortfall will be paid in a future year before the ordinary shareholders get paid.Cumulative preference shares: These receive a dividend up to an agreed percentage each year. If the amount paid is less than the maximum amount agreed upon, the shortfall will be paid in a future year before the ordinary shareholders get paid. Non-Cumulative preference shares: These will not receive the shortfall in future years in case a shortfall occurs.Non-Cumulative preference shares: These will not receive the shortfall in future years in case a shortfall occurs.

10. Share Capital: different meanings Authorised share capital: sometimes known as registered capital or nominal capital. This is the total of the share capital which the company is allowed to issue to shareholders.Authorised share capital: sometimes known as registered capital or nominal capital. This is the total of the share capital which the company is allowed to issue to shareholders. Issued share capital: this is the total of the share capital actually issued to the shareholders. If all the authorised share capital is issued, then the authorised and issued share capital will be the sameIssued share capital: this is the total of the share capital actually issued to the shareholders. If all the authorised share capital is issued, then the authorised and issued share capital will be the same Called-up capital: where only part of the amount on each share has been asked for, the total amount asked for on all shares is known as the called-up capitalCalled-up capital: where only part of the amount on each share has been asked for, the total amount asked for on all shares is known as the called-up capital

11. Share Capital: different meanings Uncalled capital: this is the total amount to be receive in the future, but which has not yet been asked for.Uncalled capital: this is the total amount to be receive in the future, but which has not yet been asked for. Calls in arrears: the total amount for which payment is asked for (i.e. called for), but has not yet been paid by shareholders.Calls in arrears: the total amount for which payment is asked for (i.e. called for), but has not yet been paid by shareholders. Paid-up Capital: this is the total of the amount of share capital that has been paid for by shareholders.Paid-up Capital: this is the total of the amount of share capital that has been paid for by shareholders.

12. Trading Profit & loss a/c The trading and profit and loss account of a private company is the same as that of a public company.The trading and profit and loss account of a private company is the same as that of a public company. The trading account of a company is the same as that of a sole traderThe trading account of a company is the same as that of a sole trader The profit and loss account of the company is a little different from that of a sole trader. There are two main expenses that should be included. These are:The profit and loss account of the company is a little different from that of a sole trader. There are two main expenses that should be included. These are:  Director’s remuneration: this is the amount paid to the directors in the form of salary.  Debenture Interest: debenture represent a loan to the company, on which an interest is paid yearly. (a fix percentage)

13. The appropriation account Under the profit and loss account would be the appropriation account. This shows how the net profit is to be appropriated (i.e. share/used). The following may be found in the appropriation account:Under the profit and loss account would be the appropriation account. This shows how the net profit is to be appropriated (i.e. share/used). The following may be found in the appropriation account: oNet profit for the year oBalance of profits from last year oTaxes if any (to be deducted from profits) oTransfers to reserves oPreliminary expenses oGoodwill written off oProposed dividends

14. Example I will now show the profit and loss appropriation accounts of a new business for the first three years of trading.I will now show the profit and loss appropriation accounts of a new business for the first three years of trading. IDO ltd has a share capital of 40, 000 ordinary shares of $1 each and 20, 000 5% preference shares of $1 each 200420052006 Net profit 5, 9677, 864 8, 822 200420052006 Net profit 5, 9677, 864 8, 822 Transfers to Reserves: Transfers to Reserves: general nil 1, 000 nil general nil 1, 000 nil fixed asset replacement nil nil 1, 500 fixed asset replacement nil nil 1, 500 goodwill 500 goodwill 500 preliminary expenses 250 preliminary expenses 250 Dividends were proposed for each year on preference shares at 5% and on ordinary shares at: 2004, 10%; 2005, 12½%; 2006, 15%

15. Solution IDO Ltd Profit and loss appropriation accounts 1)For the year ended 31 December 2004 $ $ Net profit before taxation 5, 967 Tax (usually a fix percentage) (0) Net profit after taxation 5, 967 Add Retained profits 0 less: transfers to reserves: general fixed asset replacement preliminary expenses goodwill written off Proposed dividends: preference 5% ( 20, 000) 1, 000 ordinary 10 % (40, 000) 4, 000 (5, 000) Retained profits c/d 967

16. Solution: Year 2 IDO Ltd Profit and loss appropriation accounts 2) For the year ended 31 December 2005 $ $ Net profit before taxation 7, 864 Tax (usually a fix percentage) (0) Net profit after taxation 7, 864 Add Retained profits 967 8, 831 less: transfers to reserves: general 1, 000 fixed asset replacement preliminary expenses goodwill written off Proposed dividends: preference 5% ( 20, 000) 1, 000 ordinary 12 ½ % (40, 000) 5,000 (7, 000) Retained profits c/d 1, 831

17. Solution: Year 3 IDO Ltd Profit and loss appropriation accounts 1)For the year ended 31 December 2006 $ $ Net profit before taxation 8, 822 Tax (usually a fix percentage) (0) Net profit after taxation 8. 822 Add Retained profits 1, 831 10, 653 2)less: transfers to reserves: general 3) fixed asset replacement 1, 500 4)preliminary expenses 250 goodwill written off 500 5)Proposed dividends: preference 5% ( 20, 000) 1, 000 ordinary 15 % (40, 000) 6, 000 (9, 250) Retained profits c/d 1, 403