Chapter 5: Accounting for Share Capital

Chapter 5: Accounting for Share Capital

Why This Chapter Matters

This chapter shifts from partnership to company accounting, which is more structured and regulated.

Here you learn:

  • How companies raise money
  • How shares are issued
  • How accounting entries are passed

This chapter is heavily practical and directly scoring in exams.


1. Meaning of a Company

A company is a legal entity formed under law.

According to Companies Act, 2013:

  • A company is an artificial person
  • It exists only in the eyes of law
  • It is separate from its owners (shareholders)

Key Understanding:

  • Owners = Shareholders
  • Management = Board of Directors
  • Company = Separate legal identity

2. Features of a Company

Company is different from its members.

2. Limited Liability

Shareholders are liable only to the extent of unpaid share value.

3. Perpetual Succession

Company continues even if members change.

4. Transferability of Shares

Shares can be transferred easily (especially in public companies).

5. Common Seal

Acts as official signature of company.

6. Can Sue or Be Sued

Company can enter legal contracts.


3. Types of Companies

Based on Liability:

  1. Companies Limited by Shares
  2. Companies Limited by Guarantee
  3. Unlimited Companies

Based on Members:

  1. Public Company
  2. Private Company
  3. One Person Company (OPC)

4. Share Capital (Core Concept)

Company raises capital by issuing shares.

Share capital is the total amount contributed by shareholders.


5. Categories of Share Capital

This is a very important conceptual area.


1. Authorised Capital

Maximum capital company can issue.


2. Issued Capital

Part of authorised capital offered to public.


3. Subscribed Capital

Part of issued capital accepted by public.


4. Called-up Capital

Amount demanded by company from shareholders.


5. Paid-up Capital

Amount actually received.


6. Uncalled Capital

Amount not yet demanded.


7. Reserve Capital

Called only during winding up.


6. Shares and Their Types

A share represents ownership in company.


Types of Shares:

1. Preference Shares

  • Fixed dividend
  • Priority in repayment

2. Equity Shares

  • Variable dividend
  • Higher risk and return

7. Issue of Shares (Process)

Shares are not collected in one go.

Money is collected in stages:

  1. Application
  2. Allotment
  3. Calls (First, Second, Final)

Step 1: Issue of Prospectus

Invitation to public


Step 2: Application

Investors apply and pay application money


Step 3: Allotment

Shares are allotted


Step 4: Calls

Remaining money collected


8. Accounting Entries (Core Practical Area)


On Application:

Bank A/c Dr.
→ Share Application A/c


Transfer to Capital:

Share Application A/c Dr.
→ Share Capital A/c


On Allotment Due:

Share Allotment A/c Dr.
→ Share Capital A/c


On Receipt:

Bank A/c Dr.
→ Share Allotment A/c


On Call Due:

Share Call A/c Dr.
→ Share Capital A/c


On Receipt:

Bank A/c Dr.
→ Share Call A/c


9. Calls in Arrears

When shareholders do not pay call money.

  • It becomes Calls in Arrears
  • Shown as deduction from capital

10. Calls in Advance

When shareholders pay before call is made.

  • Treated as liability
  • Interest may be paid

11. Over Subscription

When applications exceed shares offered.


Solutions:

  1. Full rejection
  2. Pro-rata allotment
  3. Mixed approach

12. Under Subscription

When applications are less than shares offered.

  • Shares allotted as per applications
  • Must meet minimum subscription

13. Issue of Shares at Premium

When shares are issued above face value.

Extra amount → Securities Premium Account


Uses of Securities Premium:

  • Issue bonus shares
  • Write off expenses
  • Buyback of shares

14. Issue of Shares at Discount

Generally not allowed except:

  • Reissue of forfeited shares
  • Special cases

15. Issue for Consideration Other Than Cash

Shares issued in exchange for assets.


Formula:

Number of Shares = Amount Payable ÷ Issue Price


16. Important Rules for Calls

  • Call ≤ 25% of face value
  • Minimum 1 month gap
  • Proper notice required

17. Common Mistakes Students Make

  • Confusing types of capital
  • Wrong journal entries
  • Ignoring calls in arrears/advance
  • Misunderstanding over-subscription
  • Forgetting securities premium treatment

Final Understanding

This chapter is about how companies raise and manage capital.

If you understand:

  • Capital structure
  • Share issue process
  • Journal entries

Then:

  • Numericals become mechanical
  • You gain strong control over company accounts

 

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