CHAPTER 3 Business structures 99
Limited by shares
Public companies limited by shares are companies that offer shares to the public and that must have
at least three directors and at least one shareholder. The shares can be classified broadly under two
headings:
- ordinary or common shares (see figure 3.1)
- preference shares.
21 Contributed equity
(a) Share capital Parent entity
2015
Shares
2014
Shares
Ordinary shares — fully paid 98 989 901 98 947 309
FIGURE 3.1 Summary of ordinary shares for JB Hi-Fi Ltd
Source: JB Hi-Fi Ltd 2015, preliminary annual report, p. 82. Extract of Note 21 (Contributed equity) from the Notes to the
financial statements in the Annual Financial Report 2015 of JB Hi-Fi Ltd.
Ordinary shares are the most common class of shares in Australia. Preference shares rank ahead of
ordinary shares if the entity goes into liquidation, and the preference shares usually receive a fixed rate
of dividend, which is paid out before the ordinary shareholders’ dividend is paid.
A limited-by-shares company is commonly denoted by the word ‘Ltd’ in its name, signalling that
the liability of the shareholders is limited to the subscription price of the shares. Public companies
limited by shares can be either listed on the stock exchange or not listed. For a company to be listed on
the stock exchange, it must meet certain financial criteria. Both listed and non-listed public companies
must follow the requirements of the Corporations Act but listed companies must also follow the Listing
Rules requirements of the Australian Securities Exchange (ASX). The Listing Rules stipulate that listed
companies must report announcements to the ASX to keep the different users up to date, and they must
report profit results and other financial information within specific deadlines.
An example of a limited-by-shares Australian company is JB Hi-Fi Ltd (see illustrative example 3.4).
ILLUSTRATIVE EXAMPLE 3.4
JB Hi-Fi Ltd
JB Hi-Fi Ltd is an Australian limited-by-shares company specialising in home consumer products with
a particular focus on consumer electronic and electrical goods and software. The company has head-
quarters in Victoria, Australia. The business commenced operations in 1974 in a small suburban shop-
ping strip in Melbourne, selling a range of hi-fi equipment and records. In October 2003, the company
was listed on the ASX and expanded its range to include LCD televisions, home theatre components,
computers and laptops, mobile phones, iPods, cameras, DVDs and a large number of accessories.
Profit after tax for the financial year ending 30 June 2015 was $136.5 million and total assets were
approximately $895 million. Currently, there are 144 JB Hi-Fi stores and 43 JB Hi-Fi Home Stores across
Australia and New Zealand. The company also operates JB Hi-Fi NOW — an online digital content plat-
form — and also JB Hi-Fi Solutions, which sells products and services to the commercial, government
and education sectors.
Source: JB Hi-Fi Ltd 2015, preliminary annual report.
Limited by guarantee
Companies can be limited by guarantee, which means that the owners guarantee to contribute an agreed
amount of cash or other assets to the company in the event of the company winding up. This amount is
normally a very small amount and would assist in the costs associated with winding up the company and