BACCT1201 • Financial Accounting LECTURE 4 Company Accounts Issah Hamdu Faculty of Business Management and Globalization Tel : 603 8317 8833 (Ext 8403) Email: issah@limkokwing.edu.my Learning Objectives • At the end of the lecture students should be able to: – Identify, defined and differentiate (including characteristics and importance) between different types of companies. – Describe the statutory framework governing limited liability companies. – Identify, defined and differentiate between different types of capital for companies BACCT1201 Financial Accounting 2 Learning Objectives... • Explain the differences between the memorandum of association and articles of association • Explain and demonstrate the key steps in the issuance, purchase, redemption, conversion and forfeiture of shares and debentures including the accounting entries. • Explain why and how annual reports (internal financial statements) for limited companies are prepared. BACCT1201 Financial Accounting 3 Learning Objectives... • Prepare published accounts (external use) for limited liability companies. • Explain when and how a limited company may increase/decrease its share capital. BACCT1201 Financial Accounting 4 Introduction • When business grows, it needs more capital to finance its operations. This normally leads to investors outside the business are invited to invest in the ownership or equity of the business. This is how a company (corporation) is formed. • A company is a "corporation" - an artificial person created by law. A company is a "legal" person. A company thus has legal rights and obligations in the same way that a natural person does. • Companies are registered legal entities formed by several persons that can own property, draw contracts and employ people. BACCT1201 Financial Accounting 5 Type of companies in Malaysia • The most common type of company in Malaysia is a company limited by shares. This may be further categorized into: – Public Limited Company and – Private Limited Company BACCT1201 Financial Accounting 6 Types of Limited Companies in Malaysia • Private limited companies cannot sell shares to the public, and are distinguished by the appellation "Sendirian Berhad", shortened to "Sdn Bhd" or "S/B". • Public limited companies source their capital by selling shares to the public, and are distinguished by the appellation "Berhad", shortened to "Bhd". BACCT1201 Financial Accounting 7 Other Types of Companies in Malaysia • Exempt private company: a private limited company with not more than 20 members. Its shares cannot be held directly or indirectly by any other company. Such companies need not file their annual report with registrar of companies provided that the company files a certificate , signed by a director, the secretary and the auditor of the company stating that the company is able to meet its liabilities as and when they fall due. BACCT1201 Financial Accounting 8 Other Types of Companies in Malaysia • Foreign Company: A company incorporated outside Malaysia but which carries on business in Malaysia or establishes a place of business in Malaysia. • Certain documentation and fees are required of this companies before they can commence business. This type company can hold movable properties in Malaysia. BACCT1201 Financial Accounting 9 Other Types of Companies in Malaysia • Investment Company: a public company engaged primarily in investments in marketable securities for the purpose of revenue and profit and not for the purpose of exercising control. • Such companies are declared as investment companies by the ‘King’ or Y.P. Agong, and the status can be revoked if the purpose of its formation changes. BACCT1201 Financial Accounting 10 Regulation of Registered Companies in Malaysia • Companies in Malaysia are governed by the Companies Act 1965, which protects the rights and interests of shareholders and investors, and provides regulations for the incorporation of companies, the formulation of company constitutions, management and closures. BACCT1201 Financial Accounting 11 Regulation of Registered Companies in Malaysia • The provisions of The Companies Act 1965 allow the establishment of 3 types of companies: • a company limited by shares, which can be private or public. • a company limited by guarantee, where the members guarantee to meet the liability of up to a nominated amount if the company is wound up. • an unlimited company, where there is no limit to the members' liability. BACCT1201 Financial Accounting 12 Regulation of Registered Companies in Malaysia • A company must have a minimum of two members, but a private limited company is limited to 50 members (public limited companies have no member limit). • A minimum paid-up capital of only RM2 is needed to start a private limited company. BACCT1201 Financial Accounting 13 Regulation of Registered Companies in Malaysia • Public limited companies need a paid-up capital of not less than RM60 million (if it seeks to be listed on the Kuala Lumpur Stock Exchange Main Board) or not less than RM40mil (if it seeks to be listed on the KLSE Second Board). BACCT1201 Financial Accounting 14 Some Benefits & Limitations of Private & Public Companies Category Minimum no. of members Public Company 7 Private Company 2 Maximum number of members Unlimited 50 Invitation to public to subscribe Allowed Not allowed Transfer of shares to the public Allowed Not allowed Prefix after name Ltd (Berhard) Offer of shares & Debentures Allowed Private Limited (Sdn Bhd) Not allowed Liability Limited May not be limited BACCT1201 Financial Accounting 15 Capital Structure of a Company • Authorized/Nominal/Registered share capital: Maximum number of shares that a company can issue to the public as specified in the firm's articles of incorporation. This amount of shares is registered by the company and thus stated in the memorandum of association. BACCT1201 Financial Accounting 16 Capital Structure of a Company • Par or nominal value: A minimum price of below which a company’s share cannot be issued as designated in the articles of incorporation. It is the face value attached to each unit of share. • Issued share capital: The total value of the shares issued by the company and made available to the public for purchase i.e. number of issued shares multiplied by nominal value of shares. BACCT1201 Financial Accounting 17 Capital Structure of a Company • Unissued capital: the difference between authorized capital and issued capital. • Called Up capital: the amount of capital that the company has called up on the issued capital which must be paid within a specified time by all subscribers. • Uncalled Up capital: the portion of the issued capital not yet called up by the company. Thus the subscribers are not required to pay yet. BACCT1201 Financial Accounting 18 Capital Structure of a Company • Paid Up capital: this is the amount of called up capital that has been paid by the subscribers. • Unpaid capital: the amount of the called up capital that the subscribers failed to pay when the money was called. The unpaid amount is also referred to as call in arrears. BACCT1201 Financial Accounting 19 Capital Structure of a Company • Reserves: Profit and loss reserves are profits due to the owners that have not been paid out as dividend. This amount may not necessarily be held in cash but might have been invested in additional stock or fixed assets. • Shareholder fund: This is the combination of share capital (issued) and reserves. BACCT1201 Financial Accounting 20 Memorandum of Association • The memorandum of association of a company is the document that governs the relationship between the company and the outside world. It is one of the documents required to incorporate a company in Malaysia, and the United Kingdom. It is also used in many of the common law jurisdictions of the Commonwealth. • A company may alter particular parts of its memorandum at any time by a special resolution of its shareholders, provided that the amendment complies with company law. BACCT1201 Financial Accounting 21 Memorandum of Association A memorandum of association is required to state following: • the name of the company, • the type of company (such as public limited company or private company limited by shares), BACCT1201 Financial Accounting 22 Memorandum of Association • the objectives of the company • its authorized share capital, and the subscribers (the original shareholders of the company). BACCT1201 Financial Accounting 23 Articles of Association • These are the regulations governing the relationships between the shareholders and directors of the company, and are a requirement for the establishment of a company in most common wealth countries (including Malaysia and United Kingdom) and many other countries. BACCT1201 Financial Accounting 24 Articles of Association • Together with the memorandum of association, they form the constitution of a company. The equivalent in the United States is Articles of incorporation. BACCT1201 Financial Accounting 25 Articles of Association… • Articles of association typically cover the following issues: • issuing of shares (also called stock), • the different voting and dividend rights attached to different classes of share, • restrictions on the transfer of shares, • the rules of board meetings and shareholder meetings, and other similar issues. BACCT1201 Financial Accounting 26 Articles of Association… • In most common wealth countries such as the UK and Malaysia , a table containing standard articles of association is usually establish under the company’s Act, however, a company is free to incorporate under different articles of association, or to amend its articles of association at any time by a special resolution of its shareholders, provided that they meet the requirements and restrictions of the Companies Acts. BACCT1201 Financial Accounting 27 Issue of Shares • A company may have more than one type of shares. They differ in their voting rights, in priority to receive dividends and in the return of capital in the event liquidation of the company. • Below are some details for the two main types of shares most companies usually issue. BACCT1201 Financial Accounting 28 Types of Shares Ordinary shares: generally, all companies must have ordinary shares. This share usually comprises the bulk of the company’s capital. This class of shares has the following features: • carries the right to vote • dividends are paid to shareholders after dividend payments to preference shareholders • where a business is performing well, dividend payments can be high • carries the highest risk for all types of shares BACCT1201 Financial Accounting 29 Types of Shares…….. Preference shares offer their owners preferences over ordinary shareholders. There are two major differences between ordinary and preference shares: • Preference shareholders are often entitled to a fixed dividend even when ordinary shareholders are not. • Preference shareholders cannot normally vote at general meetings. BACCT1201 Financial Accounting 30 Types of shares • The preference dividend is fixed in the sense that preference shares are often issued with the rate of dividend fixed at the time of issue. • For example, if 1000 units of 5% preference shares are issued at RM1 per share, where dividend is payable the amount of dividend will be computed as: 5% * RM1000 = RM50/yr BACCT1201 Financial Accounting 31 Types of Preference shares • Cumulative preference shares: Holders of this shares are entitled to receive a fixed dividend per annum. If dividends are not paid in a particular year, the amount of dividend accrued will be carried forward and become payable in the future. • Non-cumulative preference shares: Holders of this shares are entitled to receive a fixed dividend only if the company has sufficient profits to declare a dividend. Where dividend is not paid for a particular year due to insufficient funds, the dividend for that year is forfeited and cannot be carried forward. BACCT1201 Financial Accounting 32 Types of Preference shares • Participating preference shares: This type of preferred stock allows the possibility of additional dividend above the stated amount under certain conditions. • Non-participating preference shares: these shareholders are not allowed to participate in any excess profits after all other classes of shareholders have been paid dividends BACCT1201 Financial Accounting 33 Types of Preference shares • Redeemable preference shares: This type of shares can be repurchased from the shareholders (by the company) at a future date as predetermine at the time of issue of the shares. This type of shares allows the issuing company to obtain capital of a semi-permanent nature at a fixed rate of dividend. • Convertible preference shares: shares that can be converted to ordinary shares as expressed in the AOA. Date and conversion rate is also specified. BACCT1201 Financial Accounting 34 Issue of Shares • Why the need to issue shares • Regulatory requirements for issuance of shares • Issuing House (e.g. Malaysian issuing house) • Stages in the issuance of shares : application; allotment and call for payment. • Over and under subscription • Allotment on a pro-rata basis BACCT1201 Financial Accounting 35 Issue of Shares • • • • Issue of shares at a premium. Share premium account Issue of shares at a discount Terms of the issue: – Payment of the full amount of share price upon application – Payment by installments (generally not common in Malaysia) BACCT1201 Financial Accounting 36 Issue of Shares • On call(s): issuance of letter of call on shares that are not fully called up. • Calls in advance: payment for shares before calls are made. This payment do not rank for dividend • Calls in arrears: failure to pay the sum due on shares when call. Reduces issued capital. BACCT1201 Financial Accounting 37 Accounting entries for issue of shares No. Transaction a) b) Debit Receipt of application money Bank XXX Application On allotment of shares Application XXX Share capital BACCT1201 Financial Accounting Credit XXX XXX 38 Accounting entries for issue of shares No. Transaction a) b) Debit Credit Receipt of money on allotment Allotment XXX share capital share premium (if any) XXX XXX On refund to unsuccessful applicants: Application Bank XXX BACCT1201 Financial Accounting XXX 39 Accounting entries for issue of shares No. Transaction a) b) Debit Surplus application money used as allotment money. Application Allotment Allotment money received Bank Allotment BACCT1201 Financial Accounting Credit XXX XXX XXX XXX 40 Accounting entries for issue of shares No. Transaction a) b) Debit On further call(s) Call (1st call) Share capital XXX Receipt of call money Bank Call XXX BACCT1201 Credit XXX Financial Accounting XXX 41 Accounting entries for issue of shares No. Transaction a) b) Debit Credit Receipt f call money in advance Bank XXX Call in advance XXX Call in arrears (money not received) Call in arrears Call XXX BACCT1201 Financial Accounting XXX 42 Forfeiture of shares • A company may forfeit shares on which the calls are unpaid usually after all the formalities regarding forfeiture has been observed. The share capital account will be reduced by the amount of capital called up on the nominal value of the forfeited shares. This shares may be reissued later. • Note differences with capital reduction and where forfeited shares are cancelled. BACCT1201 Financial Accounting 43 Accounting entries: forfeiture & reissue of forfeited shares No. Transaction a) b) Debit Forfeiture of shares in arrears: share capital XX forfeited shares The uncollectible amount: forfeited shares XX call in arrears BACCT1201 Financial Accounting Credit XX XX 44 Reissue of forfeited of shares • This shares may be reissued either as fully paid or partly paid up shares provided the total amount received on this shares from: – The original shareholder (defaulter) and – The subsequent purchaser … Equals to at least the nominal value of the forfeited shares. BACCT1201 Financial Accounting 45 Reissue of forfeited shares No. Transaction a) b) Debit Forfeiture shares reissued at nominal value reissue account shares capital XX The receipt of the amount due on reissue: bank XX reissue account BACCT1201 Financial Accounting Credit XX XX 46 Reissue of forfeited shares No. Transaction a) b) Debit Credit Amt in the forfeited share account transferred to reissue a/c forfeited shares XX reissue account XX Transfer of balance remaining (if any) on the reissue account: reissue share premium XX BACCT1201 Financial Accounting XX 47 Bonus shares & Right issue • • • • • • • What is bonus shares Why bonus shares Accounting entry for bonus shares What is a right issue Why a right issue Possible scenario on a right offer Accounting entry for a right issue BACCT1201 Financial Accounting 48 Share split • What is a share split • Why and how a share split is done • Who benefits from a share split • Accounting entry for a share split BACCT1201 Financial Accounting 49 Share split • What is a share split: A corporate action in which a company's existing shares are divided into multiple shares. Although the number of shares outstanding increases by a specific multiple, the total dollar value of the shares remains the same compared to pre-split amounts, because no real value has been added as a result of the split. A stock split is also referred to as a "scrip issue, "capitalization issue" or "free issue". BACCT1201 Financial Accounting 50 Share split • For example, in a 2-for-1 split, each stockholder receives an additional share for each share he or she holds. One reason as to why stock splits are performed is that a company's share price has grown so high that to many investors, the shares are too expensive to buy in round lots. BACCT1201 Financial Accounting 51 Share split • For example, if a XYZ Bhd's shares were worth RM100 each, investors would need to purchase RM100,000 in order to own 1000 shares. If each share was worth RM10, investors would only need to pay RM1,000 to own 100 shares • Demonstrate with an example BACCT1201 Financial Accounting 52 Issue of Debentures • What is a debenture? • Why and how debentures are issued • Issue of debentures at a discount (say 97) or at a premium (say 105) • Accounting entry for a debenture issue is the same as shares • Debenture premium account BACCT1201 Financial Accounting 53 Debentures (loan capital) • A debenture is the traditional name given to a loan agreement where the borrower is a company. Typically, a debenture will set out the terms of the loan: the amount borrowed, repayment terms, interest, charges securing the loan, provisions for protecting and insuring the property etc., and terms for enforcement if the company defaults. • Both corporations and governments frequently issue this type of bond in order to secure capital. Like other types of bonds, debentures are documented in an indenture. BACCT1201 Financial Accounting 54 Debentures (loan capital) • Debentures may be redeemable or convertible. Details of this will be clearly specified in the indenture. • Some basic differences between debentures & shares: – Rate of dividend – Status of holders (owners Vs. creditors) – Priority in claim in the event of liquidation – Debenture interest (P&L) vs. dividend (appropriation of profit) – Trustees for (many) debenture BACCT1201 Financial Accounting holders 55 Redemption of preference shares & debentures • Statutory requirements for share redemption • Financing redemption of shares (fresh issue; transfer of profits or both) • Accounting entries for the above methods BACCT1201 Financial Accounting 56 Redemption of preference shares & debentures Statutory requirements for share redemption: - The reduction may not be done as a reduction of authorized capital - The shares may only be redeemed either; out of profits or proceeds of a fresh issue - Shares must be fully paid up before redemption - Where premium is payable on redemption, it should be provided for out of profits or share premium account - Creation of capital redemption account where redemption is out of profits BACCT1201 Financial Accounting 57 Accounting entries for redemption of shares Transaction Redeemable pref. shares are redeemed Redeemable pref. shares a/c pref. shares redemption a/c Debit Credit XXX XXX Premium payable on redemption premium on redemption pref. shares redemption a/c XXX Payment made to pref. share holders Pref. share redemption a/c Bank BACCT1201 Financial Accounting XXX XXX XXX 58 Accounting entries for redemption of shares Transaction Debit Money received on fresh issue Bank a/c Application a/c XXX New shares issued specifically for redemption Application Share capital Share premium XXX BACCT1201 Financial Accounting Credit XXX XXX XXX 59 Accounting entries for redemption of shares Transaction Debit Credit Transfer to capital redemption reserve Profit & Loss a/c XXX Capital redemption reserve a/c XXX Writing off premium on redemption Share premium Profit & Loss Premium on redemption XXX XXX BACCT1201 Financial Accounting XXX 60 Purchase of Own Stock or Stock Buy Back • What is stock buy-back: This is a practice where companies buy back their own shares in the open market. Such a scheme will lead to a reduction in the number of shares in the market, thus improving the scarcity value. • The risk factor to a company in this case is that there will be a reduction in financial resources which otherwise could be used for future profitable investments BACCT1201 Financial Accounting 61 Regulatory requirements of share buy-back (1) • Regulatory requirements for stock buyback: – The exercise must be authorized by the AOA • The purchase price should not be more than 15% above the weighted average price of the shares quoted in the KLSE for the past 5 market days – The company must be declared solvent by the directors at the time of purchase BACCT1201 Financial Accounting 62 Regulatory requirements of share buy-back (II) • The cancellation of shares so purchased shall not be deemed as a reduction of capital • It must not cause public share holding to fall below 25% • It must not result in the issued and paid up capital to fall below the relevant prescribed minimum of RM50,000,000 (main board) and RM10,000,000 (second board) BACCT1201 Financial Accounting 63 Share buy-back • Financing of share buy-back: In Malaysia, a share buy back may be financed from any source. However, general practice (globally) is for company’s to use internally generated funds for a buy-back. • Accounting treatment of share buy-back – Treasury stock method – Share retirement method BACCT1201 Financial Accounting 64 Share buy-back • Treasury stock method: this is where a company buy back its stock with the aim of reissuing the stock at a future date. • The difference between reissue price and the carrying value of the treasury shares is shown (in the balance sheet) as a movement in the shareholder’s fund. BACCT1201 Financial Accounting 65 Share buy-back: accounting recordings Transaction Debit Credit Shares purchased and held as treasury stocks treasury shares a/c XXX Bank a/c XXX Re-sale of treasury shares Bank/Cash Share premium Treasury shares (at cost) XXX XXX BACCT1201 XXX Financial Accounting 66 Share buy-back Transaction Debit Cancellation of shares purchased: Ordinary shares capital a/c Purchase of own shares a/c Payment for purchase of own shares Purchase of own shares Bank/Cash BACCT1201 Financial Accounting Credit XXX XXX XXX XXX 67 Share buy-back Transaction Debit Credit Transfer to capital redemption reserve and the premium paid on shares repurchased made out of share premium & retained profits: Share premium a/c Retained profits XXX XXX Capital redemption reserve a/c Purchase of own shares a/c BACCT1201 Financial Accounting XXX XXX 68 Redemption of debentures • What is debenture redemption: a practice where a company redeem (pay for) its debentures at some determinable future for a pre-determined price. • Govern by same regulatory requirements as in the case of buy-back of shares • May be redeem at a discount, premium or at par • It represents repayment of loan and ths involves outflow of cash BACCT1201 Financial Accounting 69 Debenture buy-back: accounting recordings Transaction Debit Credit Appropriation of an amount equal to the nominal value of debentures redeemed to debenture redemption reserve a/c: Profit & Loss a/c Debenture redemption reserve a/c BACCT1201 Financial Accounting XXX XXX 70 Debenture buy-back: accounting recordings Transaction Debit Debentures redeemed: Redeemable debentures a/c Premium on redemption Debenture redemption a/c XXX XXX Payment made to debenture holders: Debenture redemption Bank/Cash XXX BACCT1201 Financial Accounting Credit XXX XXX 71 Debenture buy-back: accounting recordings Transaction Debit Transfer of premium on redemption profit & loss a/c premium on redemption a/c XXX Transfer of DRR after debentures have been redeemed: Debenture redemption reserve a/c General reserve/profit & loss BACCT1201 Financial Accounting Credit XXX XXX XXX XXX 72 Redemption of debentures • Redemption through the creation of sinking fund. This can be grouped under 3 stages: – Annual appropriation and investment of income received on the sinking fund investment (SFI) – Sale of investment – Redemption on maturity Below are the accounting entries for all the above BACCT1201 Financial Accounting 73 Accounting entries for redemption of debentures Transaction Debit Annual appropriation: P & L appropriation a/c Sinking fund a/c XXX Credit XXX Investment of annual appropriation above: Sinking fund investment (SFI) a/c XXX Bank (general) a/c XXX Income from SFI received: Bank (sinking fund bank) a/c Sinking fund a/c XXX BACCT1201 Financial Accounting XXX 74 Accounting entries for redemption of debentures Transaction Debit Investment of income from SFI: Sinking fund investment a/c Bank a/c XXX Sale of SFI: Bank (sinking fund bank) SFI a/c XXX Profit on sale of SFI: Sinking fund a/c SFI a/c XXX BACCT1201 Credit XXX XXX XXX Financial Accounting 75 Accounting entries for redemption of debentures Transaction Debit Loss on sale of SFI: Sinking fund a/c SFI a/c XXX XXX Transfer after debentures have been cancelled: Sinking fund a/c General reserve/P&L a/c BACCT1201 Credit Financial Accounting XXX XXX 76 Accounting entries for redemption of debentures Transaction Debit Debentures redeemed: Debentures (at nominal value) a/c Debenture redemption a/c XXX Premium payable on redemption: Sinking fund a/c debenture redemption a/c XXX Payment made to debenture holders: Debenture redemption a/c Bank XXX BACCT1201 Financial Accounting Credit XXX XXX XXX 77 Accounting entries for redemption of debentures Transaction Debit Transfer after the debentures have been redeemed: Sinking fund (with remaining amount in the account) General reserve/P & L a/c XXX BACCT1201 Financial Accounting Credit XXX 78 Debenture buy-back • Treasury stock method: this is where a company buy-back its own debentures in the open market. This provision is usually inserted in the indenture and executed when the quoted price is below the redemption price. • Redeemed and cancelled (savings on interest payments) • Redeemed and held as investment (put into sinking fund investment) BACCT1201 Financial Accounting 79 Debenture buy-back • Purchase of debentures at cum.div: under this the accrued interest on the debentures is included in the purchase price. The purchase price is calculated from the last interest date of payment to the date of acquisition. • Actual purchase price of the debentures will be reduced by the amount of interest accrued. BACCT1201 Financial Accounting 80 Accounting entries for buyback of debentures Transaction Debit Payment to debenture holders: Debenture redemption a/c Sinking fund Bank a/c XXX Cancellation of debentures purchased: Debentures (at nominal value) Debenture redemption a/c XXX BACCT1201 Financial Accounting Credit XXX XXX 81 Accounting entries for buyback of debentures Transaction Debit Profit on purchase & cancellation of debentures: Debenture redemption a/c Sinking fund a/c When interest is received: Sinking fund investment (cash) a/c Debenture interest receivable a/c BACCT1201 Financial Accounting Credit XXX XXX XXX XXX 82 Accounting entries for buyback of debentures Transaction Debit Purchase of debentures in the open market: Sinking fund investment a/c (investment in own debentures) Sinking fund bank a/c XXX Transfer of accrued interest included in the purchase price (at cum.div): Interest receivable a/c Sinking fund investments a/c BACCT1201 Financial Accounting Credit XXX XXX XXX 83 Accounting entries for buy-back of debentures Transaction Debit Interest receivable on debenture investment: Sinking fund investment (cash) a/c Interest receivable Sinking fund bank a/c XXX BACCT1201 Financial Accounting Credit XXX XXX 84 The End End of Lecture 4 BACCT1201 Financial Accounting 85