How corporates are financed Flashcards
Includes tax 25% (94 cards)
Company Ownership (pyramid of number of partners)
Pyramid (least partners at the top)
Sole Trader
Partnership
Limited Liability Partnership
Limited Company
Sole Trader (Finance, Legal Identity, Liability, Documentation, Disclosure, Tax)
e.g. window washer
Finance: own funds
Legal Identity: not separate
Liability: unlimited
Documentation: none
Disclosure: report earnings to HMRC
Tax: owners pay income tax
Partnership (Finance, Legal Identity, Liability, Documentation, Disclosure, Tax)
Finance: partners
Legal Identity: not separate
Liability: unlimited
Documentation: none (may have a partnership agreement)
Disclosure: accounts provided to HMRC
Tax: partners pay income tax
LLP (Finance, Legal Identity, Liability, Documentation, Disclosure, Tax)
Finance: partners
Legal Identity: separate
Liability: limited
Documentation: partnership agreement, also registered at Companies House
Disclosure: accounts provided to HMRC
Tax: partners pay income tax
Limited Company (Finance, Legal Identity, Liability, Documentation, Disclosure, Tax)
AKA corporate
Finance: shareholders
Legal Identity: separate
Liability: limited
Documentation: registered at Companies House
Disclosure: accounts provided to HMRC
Tax: corporation tax
Limited companies - process
Legal identity separate from owners
Owned by shareholders, who appoint directors
Shareholder liability is limited to full paid value of shares
Limited Company - private vs public
Public:
- Name needs ‘PLC’ or ‘public limited company’
- Documentation says ‘public’
- Issued share capital of at least £50,000
A company that wants to have a full Stock Exchange listing must be a PLC
Private:
- Name needs ‘Ltd’ or ‘limited’
- Not allowed to offer shares to public
Question:
Why is actuarial investment work mostly centred on PLCs?
- Big
- Limited liability
- Public so available to buy into
- Lots of information on it (transparent)
- Can raise capital
- Reporting requirements
Limited companies: pros
(+) Limited liability
(+) Easier to raise capital
(+) Separate legal entity
(+) Increased credibility
(+) New investors become shareholders
(+) Partners become directors and act as shareholders
Limited companies: cons
(-) Legislative compliance (many rules)
(-) Time consuming to prepare accounts
(-) Ownership is divorced from control
(-) Two types of tax (directors pay income tax on salaries, company pays corporation tax on profits)
(-) Unlikely to receive money on liquidation
(-) Information asymmetries (people know different things)
Company finance - terms
Short term - Less than 2 years
Medium term - Between 2 and 5 years
Long term - More than 5 years
Long term Finance - Capital Markets split
Capital markets:
- Equity
- Loan capital (debt)
Long term Finance - Capital Markets - Equity
Split into three:
- Ordinary shares
- Preference shares
- Reserves
DEF: Shares which represent ownership
- Share in residual profits (basically part owner)
- Dividends paid
- Could retain profits (flexibility)
- Riskier than bonds - uncertain profits and dividends
- Ability to raise funds
NOT DONE NEED TO WATCH LECTURE VIDEO AND SLIDE 14, and 28/01/2025
Equities: Ordinary shares
- Most common type of share capital (is how many companies are financed)
- Lowest ranking form of finance (priority is last; paid after all other creditors)
- Owners have rights to the share of residual profits (and possibly residual capital value)
- Owners have voting rights
- Variable dividends (paid out of company profits)
- Generally irredeemable
Equities: Preference shares
- Less common than ordinary shares (not as important)
- Has a preference on dividends, gets restricted power (cannot vote)
- Paid after all other creditors but before ordinary shareholders
- Only get voting rights when dividends are not paid or terms vary
- Pay a fixed dividend
- Cumulative and irredeemable
Many variations
Preference Shares - Variations
- Non-cumulative or cumulative (cumulative: if fixed dividend isn’t paid, it accumulates/will carry forward the payment of dividends to a future year)
- Normally non-participating but can be participating (participating: once dividends are paid/exceed a certain amount, you get a share of the residual profits)
- Normally fixed rate of dividends but can be variable
- Normally non-convertible but can be convertible (convertible: can be converted into ordinary shares)
Equity Markets - Share capitals (two types) LISTEN TO LECTURE NOTES
Authorised Share Capital - maximum amount director can issue without shareholder approval (nominal value)
Issued Share Capital - number and value of shares that are actually in issue (nominal value)
Long term Finance - Capital Markets - Loan Capital (debt)
Split into three
- Non-traded (bank loans)
- Traded (bonds, debentures)
- Others (unsecured loans, convertibles)
DEF:
- agreed interest and eventual return of capital
- corporate of government issues
- less risky than equity, but higher initial annual cost
- much greater restriction on what has to be paid out
Equity markets vs. Loan Capital
Equity
What are holders called? - Owners
Are there voting rights? - Offered
Payments? - Dividends (distribute profits)
Frequency of payments? - Not guaranteed
Repayment? - irredeemable
Equity markets vs. Loan Capital
Loan Capital
What are holders called? - Creditors
Are there voting rights? - Not offered
Payments? - Interest payments (to Company)
Frequency of payments? - Twice a year
Repayment? - Redeemable at par (at face value)
Bonds
Fixed income securities
Debentures
Debt instrument not secured by collateral
Loan Capital - Types
Traded (bonds, debentures):
- Bonds can be secured (supported by an asset/collateral) or unsecured (not backed)
- Debentures are sometimes secured
- Bought and sold in secondary capital markets
Non-traded (bank loans):
- Can be secured or unsecured
- Cannot be traded in secondary capital markets
Others (unsecured loans, convertibles):
- No specific security for unsecured loan stock
- Convertibles allow holder to convert into ordinary shares
- Convertibles can be traded or non traded
Medium Term Finance - Types
- Bank Loans
- Leasing
- Credit
- Medium term corporate bond
- Government subsidy/grant
- Gift/personal funds