The four issues every structure is compared on
- Management and control, meaning who makes the decisions and how quickly they can be made.
- Sources of finance available, meaning where the money to start and grow the business can come from.
- Liability, meaning how much of their own money the owners stand to lose if the business fails.
- Distribution of profits, meaning who the profit is shared between and how much each owner keeps.
- One pattern runs through all four, because as ownership spreads across more people the business can raise more money but each owner controls less of it and keeps a smaller share.
The five structures side by side
| Structure | Control | Finance | Liability | Profits |
|---|---|---|---|---|
| Sole trader | One owner decides | Savings, loan, overdraft, retained profit | Unlimited | Owner keeps all |
| Partnership | Shared, so slower | Partners' capital, loan, overdraft | Unlimited, shared | Split by the deed |
| Private limited (Ltd) | Invited shareholders, often family | Private share sale, easier borrowing | Limited | Dividends to a few |
| Public limited (plc) | Founders can be outvoted | Public share sale on a stock exchange | Limited | Dividends to many |
| Not-for-profit | Trustees or a committee | Donations, grants, fundraising | Varies by form | None, surplus reinvested |
Management and control
- A sole trader has total control, so a decision to change prices on Monday can be in force by Tuesday, but there is nobody to share the load or challenge a bad call.
- In a partnership control is shared, which brings in more skills but makes agreement slower and disagreement possible.
- In a private limited company the shares are held by people the owners invited, so the business can raise money without handing control to strangers.
- In a public limited company anybody can buy shares, so the founders can be outvoted and a rival with enough money can take the company over.
- In a not-for-profit, trustees or a committee decide, and they are bound to act in the interest of the cause rather than of any owner.
Example
- Warburtons and Dyson are large enough to float on the stock market but have chosen to stay private limited companies.
- Staying Ltd keeps decisions with the founders, who can invest in projects that take a decade to pay back.
- The price is a lower ceiling on finance, so growth has to come from profit and borrowing.
Sources of finance
- A sole trader is limited to savings, family, a bank loan, an overdraft and retained profit, and lenders are cautious because the business owns few assets to offer as security.
- A partnership can draw capital from every partner, which is why professional practices needing expensive equipment often take this form.
- A private limited company can sell shares to invited investors and borrows more easily, because it has a separate legal identity and published accounts a bank can check.
- A public limited company can raise sums no other structure can reach, and unlike a loan that share capital never has to be repaid.
- A not-for-profit draws on donations, grants and fundraising as well as trading, which brings in money no ordinary firm could ask for but is less predictable than sales.
- Finance is usually what forces a change of structure, because a business normally changes form when it cannot fund the next step any other way.
Liability and distribution of profits
- Sole traders and partnerships have unlimited liability, so a failed business can take the owner's savings, car and home with it.
- Private and public limited companies have limited liability, so a shareholder who put in £5,000 can lose £5,000 and no more.
- Liability changes behaviour as well as risk, because an owner whose home is at stake turns down contracts that a company would take on.
- On profit, a sole trader keeps everything after tax, partners split it as the deed sets out, and shareholders receive dividends in proportion to their holding.
- A plc spreads dividends across thousands of shareholders who expect a payout each year, which leaves less profit to reinvest than a family-owned Ltd can keep back.
- A not-for-profit distributes nothing, because the surplus is reinvested in the cause the organisation exists to serve.
Note
- The full treatment of limited and unlimited liability is in the article on limited liability and choosing a structure.
- That article also owns the judgement about which structure suits a new start-up and which suits a large established business.
Exam technique
- The common stems are analyse one benefit to X of operating as a sole trader and analyse one disadvantage to X of being a public limited company.
- The commonest weakness is listing features of a structure instead of comparing two structures on the same one of the four issues.
Self review
- Name the four issues used to compare legal structures.
- Why can a plc raise more finance than a sole trader?
- How are profits distributed in a partnership, and in a not-for-profit?
- Why might a plc reinvest less of its profit than a private limited company?
- Which structure gives an owner the most control, and which gives the most access to finance?