The Price of Limited Liability — Accountability and Small Companies

Abstract

The problem of accountability for small companies is much narrower in scope than that for large companies. The important difference is that they are controlled by their directors and hence are known as proprietary companies. Although the total capital of large quoted companies exceeds that of unlisted companies, there are well over half a million small companies in the UK compared with about 3000 listed companies. As the proprietors are generally the same people as the controllers, in the case of small companies, they do not need to be protected from themselves. Yet the proprietary nature of these numerous small companies is hardly taken into account in the protective legislation relating to companies as a whole, and thus the directors of small companies are put to the trouble of collectively reporting to themselves as shareholders via the annual report and accounts and the auditors’ report.