Differences between company and sole trader/partnership accounts

There are a number of differences in the content of financial statements for companies: terminology used, tax, dividends and the content of the financial statements. I will briefly mention the differences here and then we will look at some of them in more depth in later posts.

Terminology

As we move from considering unincorporated entities (sole traders and partnerships) to companies, the accounting terminology differs to bring company accounts in line with accounting standards.

Tax in company accounts

So far, tax has not played a part in any of the accounting statements that we considered for sole traders and partnerships. This is because partnerships and businesses run by sole traders do not have separate legal personality, and therefore do not pay tax. The partners or the sole trader pay tax by reference to their own personal tax computations.

Companies however do have a separate legal personality, and as such, they must pay tax on their own account. In practice, therefore, the Profit and Loss Account of a company includes a statement of the tax the company should pay on its profits. This is corporation tax and will ultimately affect the profitability of the company.

Dividends

The owners of companies are shareholders and the shareholders’ return on their investment is the dividend that they may receive.

Like drawings that a sole trader takes from his business, a dividend is an appropriation of profits (after tax). It is not an expense of the business. In practice, dividends will usually appear in a financial statement called the ‘statement of equity’ (or ‘statement of changes in equity’) because they are transactions between the company and its shareholders. Dividends are also sometimes included in an addition to the Balance Sheet called the Statement of Changes in Equity (SoCiE). This shows profits brought forward and added to current year profits subject to any deductions for dividends. The resulting ‘Retained Earnings’ will appear on the bottom half of the Balance Sheet, showing the total profits carried forward to the next accounting period.

Capital accounts: the bottom half of the balance sheet

Company accounts follow a format which differs from those of sole traders and partnerships. The main difference relates to the bottom half of the Balance Sheet and this is due to the fact that the capital of a company consists of share capital, reserves and retained earnings.

Company accounts

Introduction to company accounts

My previous posts on business accounts have discussed the format of the Profit and Loss Account and Balance Sheet for sole traders and partnerships, together with the necessity of making year-end adjustments such as accruals, prepayments, depreciation and bad and doubtful debts to the trial balance before producing the financial statements. These same principles also apply to companies, however there are some differences to the Profit and Loss Account and Balance Sheet of a company, which I will cover over the next few posts.

Regulation of company accounts

There are three main sources of regulation of UK company accounts:

  1. The Companies Acts 1985, 1989 and 2006 (‘CA’);
  2. Accounting standards; and
  3. The FCA Listing Rules, Prospectus Rules and Disclosure and Transparency Rules (for companies whose securities are offered to the public in the UK or admitted to trading by the London Stock Exchange).

Companies prepare accounts because they are obliged to do so by statute. The accounts also have to take on a particular appearance and format and must also present a true and fair view of the profits, assets and liabilities of the company (s.396(2) CA 2006). This is because the accounts need to provide the reader, whether they are a shareholder, potential investor or an individual investigating an allegation of fraud, with certain key information. Unless that information is presented in a particular way, and consistently each year, then the story that the accounts actually tell may not be true or fair.

A company is free to choose its own accounting reference period, subject to provisions of the Companies Act 2006. Under s.391(4) CA 2006, a company’s accounting reference date (ARD) (the date on which the accounts are ‘ruled off’) is the last day of the month in which the anniversary of its incorporation falls. A company is, however, able to change its ARD to a date of its choice provided the provisions of s.392 CA 2006 are complied with. Under s.442(2)(a) CA 2006, a private company must file its accounts at Companies House within nine months after the end of the relevant accounting reference period and under s.442(2)(b) CA 2006, a public company must file its accounts at Companies House within six months after the end of the same period.

The main accounting requirements of the Companies Act 2006 are contained in Part XV and deal with matters such as:

  1. the duty to keep accounting records (s.386 CA 2006);
  2. accounting reference periods and accounting reference date (s.391-392 CA 2006);
  3. the duty to prepare annual company accounts (s.396 CA 2006);
  4. for parent companies, the duty to prepare group accounts (ss.399, 403 and 404 CA 2006). In principle, every subsidiary in a group remains subject to the duty to prepare its own individual accounts – but in practice many subsidiaries will qualify for an exemption from this;
  5. the duty to prepare a directors’ report (ss.415- 419A CA 2006);
  6. the duty to prepare an auditors’ report (ss.475, 495- 497A CA 2006);
  7. the duty to provide every member with a copy of the accounts (s.423 CA 2006);
  8. the duty for public companies to lay the accounts before a general meeting (ss.437-38 CA 2006); and
  9. the duty to deliver copies of the accounts to the registrar (ss.441, 444- 447 CA 2006).

Accounting standards are issued as Financial Reporting Standards (‘FRSs’) by the Financial Reporting Council (www.frc.org.uk). They were formerly issued as Statements of Standard Accounting Practice (‘SSAPs’), some of which are still in force. Accounting standards apply to all companies.

As a consequence of the Companies Acts, FRSs and SSAPs, company accounts tend to conform to a given format, with a large number of supplementary notes (i.e. footnotes giving extra detail).

Some of the legal and regulatory requirements are relaxed in relation to ‘small’ or ‘medium-sized’ companies, as defined by statute (ss.382, 465 CA 2006). In addition, ‘micro-entities’ (very small companies) are exempt from certain financial reporting requirements, including in relation to s.396(2A) CA 2006.