Paper F3: Financial accounting (International)
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Limited liability companies and sole traders compared
Comparing companies and sole traders
Advantages and disadvantages of operating as a limited liability company
Companies and financial reporting
1 Limited liability companies and sole traders
compared
1.1 Comparing companies and sole traders
The differences in legal form between a limited liability company and a sole trader’s
business were described in an earlier chapter. Limited liability companies differ
from the businesses of sole traders and partnerships in several ways.
A company is a legal entity or legal person, separate from its owners. A
company can hold assets in its own name and owe money in its own name. It is
also liable to tax on the profits that it makes.
In contrast, a sole trader is the legal owner of any assets of his business. The sole
trader is liable for tax on his personal income, including income from his
business: the sole trader’s business is not itself taxable.
Companies are managed by a board of directors. In a small company, the owner
or owners are likely to be the directors. In larger companies, the directors are not
the only owners of the business, and might not have any share in the ownership
at all.
The directors of larger companies should therefore be accountable to the
company’s owners, the shareholders. One way of making directors accountable
is to require them to present financial statements regularly to the owners.
The owners of a limited liability company are its ordinary shareholders (also
called equity shareholders or, in the US, common stockholders). The ownership
of a company is represented by a quantity of ordinary shares, and the share of
the ownership of each shareholder is proportional to the number of shares that
he owns.
In larger companies, shareholders are not usually involved in the day-to-day
operational management of their company.
Limited liability
Limited liability means that the liability of shareholders in their company is
restricted to the capital they have invested. Provided that their shares have been
paid for in full, they cannot be held liable for any debts or other liabilities that the
company incurs. The company itself, as a legal person, is responsible itself and
liable for its own debts.
In contrast, the individual sole trader is personally responsible for any debts of the
business, and unlike company shareholders does not enjoy ‘limited liability’.