MAIN TOPIC(S): BUSINESS ORGANISATION
SPECIFIC TOPIC(S): Meaning, Joint Stock/Public/Private Company
REFERENCE BOOK: Essential of Commerce by O. A. Longe, page 136-137
PERFORMANCE OBJECTIVES: The students would at the end of this lesson be able to;
i. State the characteristics of Joint stock company
ii. Differentiate between the private and public limited companies
CONTENT: A public limited liability company or joint stock company is a company that allows its shares goes to the public as a way of raising fund which must have a minimum of seven members without maximum limit.
It must have the abbreviation-PLC which means, Public Limited Company in the front. They are owns by private, government and organizations.
CHARACTERISTICS OF JOINT STOCK COMPANY
1. They have legal entity.
2. They have minimum of 7 members
3. They have no limit to membership of shareholders.
4. They can sell shares to the public
5. They are well organized and managed.
6. Their shares are quoted in the stock exchange market.
7. They can raise huge capital through sales of shares.
CHARACTERISTICS OF PUBLIC LIMITED COMPANY
1. Membership must be at least seven
2. Raise capital by sales of shares, loans and grants
3. Transfer of shares is easily done.
4. The ownership is separated from the name.
5. It has limited liability.
6. They carried out a specific business line by law.
SIMILARITIES BETWEEN PUBLIC AND PRIVATE LIMITED COMPANIES.
a. They both elect shareholders known as board of directors.
b. They all plough back profit.
c. They are both legal entity.
d. Death of one member cannot affect the existence.
DIFFERNCES BETWEEN A PARTNERSHIP AND LIMITED COMPANY
Limited Company...........................Partnership Business
1. Have legal entity......................Have no legal entity
2. Death of does not affect it.........Death of member can affect it
3. Membership is 2-50..................Membership is 2-20
4. Control by board of directors......Control by partners
ADVANTAGES OF JOINT STOCK /LIMITED LIABILITY COMPANY
A. It has a legal entity
B. It has a limited liability among members.
C. It can easily raise huge capital.
D. Shares can be transfer without any notification.
E. They have assets to obtain loans from bank.
F. There is democracy management.
G. They always recruit experts.
DISADVANTAGES OF JOINT STOCK COMPANY
1. They lack privacy.
2. There is always conflict of interest.
3. Decisions are always over delay.
4. The ownership is separated from the control.
5. It needs huge capital to start it up.
SOURCES OF CAPITAL TO PUBLIC/JOINT STOCK COMPANY
A. Retained back profit.
B. Loans and overdraft from the banks.
C. Sales of shares to the members of the public.
D. Loans inform of debentures
E. Use of bill of exchange.
F. By hire purchase/leasing of properties.
ITEMS IN A COMPANY BALANCE SHEET
Fixed Assets:
Premises xxx
Land& Building xxx
Machinery xxx xxx
Current Assets:
Stock xxx
Debtors xxx
Bank xxx
Cash xxx
Investment xxx xxx
xxxx
Less Current Liabilities:
Creditors xxx
Loan interest owing xxx
Insurance incurred xxx xxx xxxx
Financed by:
Share capital: Authorised Issued
Ordinary shares of #1 each xxx xxx
Preference shares of #1 each xxx xxx xxxx
Reserves:
General reserve xxx
Revenue reserve xxx
Share premium xxx
Retained profit xxx xxxx
Loan Capital:
Debenture xxxx xxxx
This balance sheet items will be illustrated in the course of teaching with question involving it as shown on page 143 of the Essential of Commerce text book by O. A. Longe.
view sample company balance sheet below
http://www.moneycontrol.com/financials/ ... -sheet/TPC
SHARES
Meaning: Shares are the individual share or portion of profit make by an organization. It is the interest the person receives on it as a shareholder.
SHARE CERTIFICATE
A share certificate is an evidence of share allotment to a shareholder. It states the number of shares and the value of each category and the rights that accrue to each of them.
RIGHTS OF SHAREHOLDERS
1. Right to vote at a meeting.
2. Right to dividends.
3. Right to receive meeting information.
4. Right to appoint proxy.
5. Right to distribute asses in case of liquidation.
CLASSES OF SHARES
A. Preference shares: The owner has a fixed rate of dividends. They do not have right to vote at meeting. They receive dividends before others ad entitle to return of capital in case of any wind up.
B. Cumulative B. Preference Shares: They receive arrears of dividends not paid before others because their dividends will be carried forward when profit is not made.
C. Participating Preference Shares: They are entitle to extra after ordinary shares have received. They have right to participate in surplus apart from their fixed dividends.
D. Redeemable Preference shares: They have claim before others.
They can be bought back.
They are issue to finance a particular project.
ORDINARY SHARES
This is known as equities. They are the real owners of the business and the risk bearers who receive their dividends after all others have received.
They does not have fixed rate of dividends.
They cannot vote at meeting.
They are the real owners of the business.
They are the risk bearers.
They receive dividends last.
METHODS COMPANY ISSUE ITS SHARES
1. By prospectus publication.
2. By right issue to existing members only.
3. By introduction in the stock exchange for the public to buy
4. By placing via the brokers
5. By offer for sale via merchant bank and financial institutions.
STOCK: Stock can be defined as the bundle of shares or mass of capital which can be transferred in fractional amount.
DEBENTURES: This is a bond inform of loan with a fixed interest rate. The owners cannot share in the company profit.
MERGER: This is the coming together or amalgamation of two or more companies to become one new company.
REASONS FOR MERGING:
1. To remove competition.
2. To become one big company.
3. To acquire technical man power.
4. For business diversification.
5. To guarantee production and supply always.
6. To raise more capital.
7. To prevent liquidation.
EFFECTS OF MERGER
A. The firms become one.
B. All combining parties cease to exist.
C. The new company possesses assets.
D. The new company acquires both debts and duties.
PROCEDURES FOR MERGER
1. The plan must be approved by all parties.
2. All documents must be submitted to the appropriate office.
3. There must be certificate of merger.
4. The board of both firms must adopt new name.
EVALUATION:
a. What are the characteristics of Joint Stock Company?
b. Differentiate between the public and private limited company.
HOME WORK: Give reasons for the winding up of a company.