home All hormones What does the authorized capital of an enterprise mean? What is authorized capital and how is it formed

What does the authorized capital of an enterprise mean? What is authorized capital and how is it formed

You can get answers to any questions about registering LLCs and individual entrepreneurs using the service free consultation on business registration:

Authorized capital is cash or property when registering an LLC. In accordance with paragraph 1 of Art. 14 Federal Law No. 14-FZ “On LLC” the authorized capital of an LLC determines the minimum amount of its property, guaranteeing the interests of its creditors, and is made up of the nominal value.

Minimum authorized capital

The minimum authorized capital of an LLC is 10,000 rubles, and since September 2014 it can only be contributed in money (Clause 2 of Article 66.2 of the Civil Code of the Russian Federation). Contribution of the authorized capital by property is possible only in addition to this minimum amount.

100,000,000 rubles - for the organizer of gambling in a bookmaker's office or totalizator (Clause 9, Article 6 of Federal Law No. 244-FZ);
300,000,000 rubles - for banks, 90,000,000 and 18,000,000 rubles - for non-banking organizations, depending on the type of license (Article 11 of Federal Law No. 395-1);
60,000,000 rubles - for an insurer providing exclusively medical insurance, 120,000,000 - for other insurers, and it depends on the coefficient by which the specified amount is multiplied (clause 3 of article 25 of Federal Law No. 4015-1);
80,000,000 rubles - for vodka producers (clause 2.2, article 11 of Federal Law No. 171-FZ).
other restrictions (local authorities for certain types of activities may establish additional requirements for the minimum amount of authorized capital, for example, in accordance with the Law of the Volgograd Region of June 27, 2006 N 1248-OD “On state regulation of retail sales of alcoholic beverages in the Volgograd Region "The authorized capital of a company for the retail sale of alcoholic products must be at least 50,000 rubles (except for public catering organizations)).

The size of the authorized capital of an LLC cannot be less than the minimum amount determined by law. Accordingly, the authorized capital of the company must always correspond to the minimum, and not only at the time of submitting documents for LLC registration. If the authorized capital of an LLC does not meet the minimum, then it must be up to the appropriate amount.

In accordance with paragraph 4 of Art. 90 of the Civil Code of the Russian Federation, if at the end of the second or each subsequent financial year the value of the net assets is less than the authorized capital of the LLC, then the company must. If the value of net assets remains less than the amount of the authorized capital, the LLC is subject to liquidation.

Where to contribute the authorized capital when creating an LLC?

Until May 2014, 50% of the organization’s authorized capital had to be contributed before state registration. For this purpose, a special savings bank account was opened.

Now the deadline for depositing the authorized capital is no later than four months after the registration of the LLC, and money from the founder is deposited into an account opened after the creation of the company. The contributed authorized capital can be spent on the needs of the organization: renting an office, paying salaries, purchasing goods, etc.

Contribution to the authorized capital with property

The authorized capital of the property is contributed as follows:

An independent appraiser evaluates the property contribution.
The founders unanimously approve the monetary value of the property contribution to the authorized capital of the LLC.
Information on the assessment of the property contribution to the authorized capital is reflected in the decision or in the minutes of the general meeting, as well as in the establishment agreement (if there are two or more founders).
After registering the company, the founders transfer their property contributions to the balance sheet of the LLC under an acceptance certificate.

Authorized capital is a complex of material and monetary resources that provides the starting base for the founding and development of an organization. From a legal point of view, the authorized capital of an organization is the cash equivalent of the company’s property, which will be used to repay the loan when debt arises.

In this article you will read:

What is the authorized capital of an organization
When it is formed
What does the authorized capital consist of?
How to properly divide capital into shares
Subtleties in accounting for the authorized capital of an organization
Why is it necessary to conduct an audit and analysis of the authorized capital?

What is the authorized capital of an organization

Authorized capital is the sum of all assets that the founders invest in creating an enterprise, for example, a partnership or joint-stock company. The authorized capital of a commercial organization is needed to start activities and further return funds to its lenders as the enterprise develops and becomes established. It follows from this that over time this asset of the company does not disappear, but remains; moreover, the size of the authorized capital of the organization in the future will increase several times in the best scenario.

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It can be concluded that the main function of the authorized capital of an organization is the insurance of partners and creditors, in relation to whom the enterprise has a number of obligations. Unlike other types of capital, the size of the authorized capital of an organization has a certain and fixed value established when creating a legal entity. In this regard, the company is responsible for maintaining the amount of the authorized capital at the required level in accordance with the statutory documents.

It often happens that at the time of closure of the organization, the size of the authorized capital does not satisfy the reimbursement of all costs to the persons to whom the organization had obligations. The size of the authorized capital of an organization is the difference between the obligations of a legal entity and its property.

What is included in the authorized capital of the organization

The composition of the organization's authorized capital is represented by shares, the number of which is determined by the charter. The formation of the authorized capital of an organization in accordance with the Civil Code of the Russian Federation occurs at the expense of: the nominal value of shares purchased by shareholders and the value of property that was transferred by the company to its founders. This may include various buildings, structures, equipment, cash and securities in any currency. A contribution to the authorized capital of an organization can be made by transferring rights of use to natural resources, land and water, as well as intellectual property. Based on current market prices and the collective decision of company participants, it is possible to evaluate contributions in the form of property and property rights. Based on the results of this decision, the share of participation of all contributions in the authorized capital is determined, and its value is distributed among all the founders of the company. At the time of establishment of the organization, shares should not be publicly available for sale.

How the authorized capital is divided into shares

The authorized capital of commercial organizations is divided into shares when the number of partners in them is more than one. The amount of the partner’s share is expressed as a fraction or percentage, for example, 50% or ½. The real value of a partner's share is actually comparable to the value of the company's assets, i.e. they are directly proportional. This means that if the company’s net assets are equal to 100 thousand rubles, and the participant’s share is 25%, then the actual value of the share will be 25 thousand rubles.

The company's charter may limit the size of a partner's share and the right to change the ratio of shares of participants. These provisions of the Charter are provided for at the stage of creation of the organization or are subsequently changed or completely removed from the Charter. Any changes to the Charter are discussed by all members of the company at a general meeting.

What functions does the authorized capital perform?

1. The starting function expresses the ability of shareholders to have the right to private entrepreneurial activity. The profit received after a certain period of time, subject to the successful operation of the organization, may significantly exceed the size of the authorized capital of the organization. Despite this, the authorized capital will still be the most reliable liability item.

2. Warranty function. The authorized capital of a commercial organization is a guaranteed minimum and a certain component of the company that is necessary to return funds to creditors. Therefore, it is extremely important to encourage the participants of the company to organize the capital in fact and maintain it at the level determined by the Charter. Achieving these goals occurs in accordance with the following provisions of the Civil Code:

clause 3 art. 99 of the Civil Code of the Russian Federation, which prohibits subscription to shares until full payment of the authorized capital is completed;
clause 3 art. 102 of the Civil Code of the Russian Federation, in accordance with which, makes it impossible for shareholders to receive dividends even in the case of fully paid-up authorized capital.

3. A function that determines the share of participation in the authorized capital of the organization of each founder in the company. The authorized capital is divided into parts, and each part has its own nominal price. The share and position of a shareholder in the company is determined by the ratio of the amount of one share price to the amount of capital. The lowest nominal share price helps to successfully attract a wide range of people to participate in the organization. This, in turn, will allow you to accumulate funds. It is worth noting that if the number of shareholders exceeds 50 people, this organization must change into a closed joint stock company.

How is the authorized capital formed?

The formation of the authorized capital of an organization is carried out in various ways and depends on the chosen organizational and legal form of the enterprise. There are two main types of forms of organization for legal entities:

Partnerships;

Joint stock companies.

The difference between these forms is as follows: by purchasing shares that provide the right to own part of the enterprise, the participant becomes a co-owner of the joint-stock company. To become a co-owner in a partnership, you must be among the founders, make a contribution to the authorized capital, or buy out the share of one or more partners.

It can be concluded that the formation of the authorized capital of a joint-stock company is carried out through the sale of shares, and of a partnership - thanks to the contributions of the founders, through which they have the opportunity to obtain a share in the ownership of the enterprise. Another distinguishing feature between these types of organizations is that in joint stock companies there are many more owners, and their composition changes faster and much more easily. However, this does not apply to closed joint stock companies.

It is important to note that the board of a joint stock company is carried out by a general meeting of shareholders, and the management of the partnership is carried out by all its members jointly. This difference between these forms of organization indicates that for small enterprises it is more convenient to organize a partnership, and for larger ones - a joint-stock company.

There are other, less popular forms of organization - these are municipal enterprises and cooperatives. The formation of a municipal company occurs at the expense of local and national budget funds. Such creation of the authorized capital of a commercial organization does not mean the founding of a new institution; it is the renaming and reorganization of an existing institution.

Contribution to the authorized capital of another organization occurs at the expense of shares of its participants. Cooperatives are primarily made up of people who are both the owners of the enterprise and its employees. The difference between cooperatives and partnerships is that they usually have a significantly larger number of participants and the size of the investment in the company does not depend on the right to participate in its management and receive significant dividends. The responsibility of the owners of cooperatives is much higher than the responsibility of the members of the majority of partnerships. It can only be compared with the liability of members of a full liability partnership. Most partnerships have partial liability. The size of the authorized capital of such an organization, as a rule, is insufficient to reimburse all costs in the event of bankruptcy of the company.

What can be done in this situation? In accordance with the law, persons towards whom the partial liability partnership has any obligations must be clearly prepared to resolve possible problems based on the authorized capital fund. The personal property of partnership members or their income from participation in other partnerships cannot be used to pay off debt in the event of bankruptcy.

How does capital change occur?

The size of the authorized capital of the organization in favor of increasing occurs if the following conditions are met:

Involving funds from the founders of the enterprise in addition to previously invested, attracting new founders, as well as additional issue of shares or increasing their actual value;

The desire to increase reserve and additional capital, net profit by exceeding the plan, as well as dividends, i.e. founder's income;

Acquisition by state unitary enterprises of additional sources of financing in the form of subsidies from municipal and state bodies.

Reducing the authorized capital of an organization is possible in the following options:

Purchase of shares by a joint-stock company, and the prospect of their further cancellation, as well as the loss of one or more founders of the organization;

Achieving the size of the organization's authorized capital to the size of net assets, eliminating unreimbursed losses and repaying them by reducing the value of shares and repaying losses by reducing the contributions of enterprise participants;

Confiscation of a certain share of the authorized capital from a unitary enterprise.

Does the owner need to pay taxes in connection with a change in the authorized capital?

Elena Muratova, head of tax practice at the Russian Consulting Club in Moscow:

Increase the authorized capital. If, in the process of revaluation of fixed assets, there is an increase in the composition of the authorized capital of the organization, and, as a result, the acquisition by shareholders of a participation interest or shares in excess of those already existing, then in this case this cannot be considered taxable income, and personal income tax should not be paid (according to paragraph 19 Article 217 of the Tax Code of the Russian Federation). As for retained earnings and the increase in authorized capital due to this, the Ministry of Finance and the Federal Tax Service of Russia does not explain anything in Article 217 of the Tax Code. We can conclude that this profit in the form of receiving shares and securities is the income of shareholders.

With this option, it will be necessary to pay personal income tax (letters from the Ministry of Finance of Russia dated March 12, 2010 No. 03-04-06/2-30, dated April 28, 2007 No. 03-04-06-01/133, dated January 26, 2007 No. 03-03 -06/1/33, dated December 19, 2006 No. 03-05-01-04/336 and the Federal Tax Service of the Russian Federation dated June 15, 2006 No. 04-1-03/318). However, judicial practice indicates the opposite. As an example, consider the resolution of the Federal Antimonopoly Service of the North-Western District dated April 23, 2008 in case No. A26-3819/2007. Just one founder of Meridian LLC, using retained earnings, increased the size of the organization’s authorized capital. However, the tax committee concluded that in this case the head of the LLC must pay personal income tax, but the court ruled that the process of increasing the size of the authorized capital was recorded in the company’s accounting accounts, and no deductions were made to the owner of Meridian. A similar position of the court can be found in other decisions: FAS North-Western District dated April 2, 2009 No. A56-9244/2008, FAS Ural District dated May 28, 2007 in case No. F09-3942/07-S2, FAS East Siberian District dated July 25 .2006 in case No. A33-18719/05-F02-3629/06-S1. Therefore, I strongly advise you to go to court if you, a participant or shareholder of an LLC, have been assessed a penalty or fine by the Tax Committee after increasing the authorized capital.

Let's look at the option in which a participant in an organization is a legal entity. Is income tax paid after increasing the authorized capital and property of the organization in this case? The answer is: it all depends on the legal form of the company - LLC or CJSC (OJSC). According to the Tax Code and subparagraph 15 of paragraph 1 of Article 251, it is established that profit from the difference between the price of new shares and the cost of starting shares, as well as shares received additionally in the process of increasing the authorized capital of a commercial organization (if the shareholder’s share does not change) is not taken into account in company). Officials believe that in this situation, the founders of the LLC, acting as legal entities, generate non-operating income, which must be taken into account when calculating income tax (see letter of the Ministry of Finance of Russia dated February 18, 2009 No. 03-03-06/2/ 23). I recommend listening to the advice of tax inspectors because judicial practice has not developed on such issues. If your company is simultaneously a participant in another LLC and still decides to file a complaint regarding the accrual of income tax in the process of increasing the size of the organization’s authorized capital, then you can apply the following justifications: the first is the lack of economic benefit (clause 3 of Art. 3 of the Tax Code of the Russian Federation), secondly, the principle of non-discrimination is destroyed because different approaches are used to JSCs and LLCs in similar situations (clause 2 of Article 3 of the Tax Code of the Russian Federation).

Reduction of authorized capital. When reducing the authorized capital of an organization, two questions arise:

Should the company itself pay taxes if its capital has been reduced by its installation?
Do shareholders of a company have to pay taxes, and if so, what taxes?

The first question can be answered by determining whether payments to shareholders were made of the funds released by reducing the authorized capital. If there is non-payment, the company generates unrealized income equal to the released amount. The company will need to pay income tax on this income (clause 16 of Article 250 of the Tax Code of the Russian Federation, resolution of the Federal Antimonopoly Service of the Central District dated July 2, 2009 No. A35-3805/08-C21, Federal Antimonopoly Service of the North Caucasus District dated April 7, 2008 No. F08-1417 /08-503A). The exception is when the authorized capital of an organization is reduced in cases prescribed by law, and not on the initiative of the founders or shareholders. For example, the size of the authorized capital of an organization is higher than the value of net assets (clause 3 of Article 20 of the Federal Law of 02/08/1998 No. 14-FZ “On Limited Liability Companies”). When a closed or limited liability company transfers to shareholders the funds that will appear after reducing the authorized capital, you will not have to pay income tax, because in this situation, the company does not receive income.

The solution to the second question always causes disagreement. Legislators believe that funds arising from a reduction in the authorized capital of an organization should be paid towards personal income tax and taken into account in profits (UFTS, Ministry of Finance of Russia dated November 10, 2006 No. 03-03-04/1/749). However, the court does not agree with this opinion of legislators. In their opinion, shareholders in such a situation do not have economic benefits because they are returning funds that were previously invested in the authorized capital. That is why this capital cannot be considered profit (Resolution of the Federal Antimonopoly Service of the Moscow District dated September 8, 2009 No. KA-A41/8762-09). This means that if you, as a participant or shareholder of an organization, are charged with paying personal income tax, you can go to court and appeal it. In the event that a participant in an enterprise is a legal entity, there is no clear answer as to whether he will have to pay tax on income from the amount of funds acquired from reducing the authorized capital of the organization. There is no judicial practice on this topic, but it will still be necessary to fight in court for a conclusion on the abolition of tax payment. The reason for this is a very vague legal basis in this matter: there seems to be no economic benefit, there is no need to pay tax, but in accordance with Chapter 25 of the Tax Code of the Russian Federation, there is no clear answer as to whether it is possible not to take this capital into account in taxable profits.

How to do capital accounting

Accounting for the authorized capital of the organization is carried out on the stock passive account 85 “Authorized capital”, the credit balance in this situation is the amount declared, i.e. registered capital. The debit of this account indicates a decrease in the authorized capital of the organization due to compensation for losses, the elimination of one or more shareholders, or the complete termination of the enterprise's activities. The increase in the authorized capital is expressed by a credit account of 85.

After the enterprise has registered and received a certificate of registration, the following entry is made in the accounting of the authorized capital of the organization:

“D-t sch. 75-1 “Settlements with founders for contributions to the authorized (share) capital” - the amount of registered capital,

K-t sch. 85 “Authorized capital” – the amount of registered capital”

The posting determines the existence of the authorized capital of a commercial organization and the debts of shareholders on deposits that participate in the formation of the authorized capital of this organization.

To analyze the authorized capital of an organization, active sub-account 1 “Settlements with founders for contributions to the authorized (share) capital” and active-passive account 75 “Settlements with founders” are used.

The company will receive a permanent certificate of registration instead of a temporary one after crediting funds equal to at least 50% of the registered authorized capital to the current account of the organization D-t. 51, Kt. 75-1.

The formation of the authorized capital of an organization occurs through contributions of various types: intangible assets, fixed assets, in the form of materials or other valuables, in funds of various currencies. In parallel with making contributions, shareholders write off their debt from the credit of account 75-1:

Dt sch. 01, 04, 10, 50, 51, etc.,

K-t sch. 75-1.

Accounts that can be debited:

– account 01 “Fixed assets” - displays received fixed assets;

– account 04 “Intangible assets”, if they are included in the authorized capital of the organization;

– account 10 “Materials”, if materials are included in the authorized capital;

– account 12 “Low value and wearable items”, if the shareholder has included them;

– accounts 50 “Cashier”, 51 “Current account”, 52 “Currency account” if the funds are a deposit;

– account 41 “Goods”, goods that are subject to future resale and are the participant’s contribution.

Participants of the organization have the right to change the size of the authorized capital. After legal registration of all amendments made regarding the size of the organization’s authorized capital, the necessary entries are generated that adjust the value of capital in account 85:

Dt sch. 75 – amount of reduction in authorized capital,

K-t sch. 85 – amount of reduction in authorized capital;

Dt sch. 85 – amount of increase in authorized capital, K-t account. 75 – amount of increase in authorized capital.

The value of intangible assets and tangible assets acting as contributions to the authorized capital is determined in agreement between the founders. The same principle is used to analyze the authorized capital of an organization based on deposits and determine the value of securities and other monetary assets.

Valuation of currency and currency values is carried out at the official exchange rate of the Central Bank of the Russian Federation at the time of depositing these values.

The assessment of property and currency that are contributed to the contributions participating in the authorized capital of the organization may differ from the assessment in the constituent documents. In this case, the difference will be written off to account 87 “Additional capital”. This account will show a positive difference in estimates for the debit of the currency, currency valuables and property accounts. The negative difference is reflected by a reverse accounting entry. This scheme for writing off differences in currency exchange rates and prices makes it possible not to change the shareholder’s share in the authorized capital, which is indicated in the constituent documents.

The ownership right to property transferred for management and use of the organization belongs to shareholders and investors. It is assessed by the amount of rent for this property, calculated for the full period of its use in the company, however, not for a period exceeding the time of its existence.

Why do you need an audit of an organization's capital?

An audit is a check of an organization according to its accounting, i.e. financial statements in order to determine an opinion on their reliability. The result of the audit is the receipt of an audit report. It is often customary to refer to audits as inspections in various non-financial areas of activity, for example, fire audits. The official meaning of an audit applies in particular to financial audits and is described in the Law “On Auditing Activities”.

Who conducts the audit? Individual auditors and audit companies carry out audit activities. An auditor can be called a person who has received the appropriate knowledge and certification as an auditor. The audit company's staff must consist of at least three auditors. Audit companies and auditors must be members of a self-regulatory organization (SRO) of auditors.

What are auditors guided by? Audits are carried out in accordance with the Federal Law of December 30, 2008 N 307-FZ “On Auditing Activities” and the Federal Auditing Standards. Also, there is a Code of Professional Ethics for Auditors, which defines his relationship with the client and the main methods of behavior of auditors.

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Who needs an audit? There are two types of audit: proactive - at the client’s own request and mandatory - legislation obliges the client to certify his financial statements every year. By law, all large and socially significant organizations must undergo an audit.

What happens when evading a mandatory audit? In Russian legislation, at present, there are no fines for evading a mandatory audit.

Quality of audits. There is external and internal quality control. External control is when the quality of work of an auditor or audit company is checked by the SRO, and at certain points by Rosfinnadzor. And internal quality control in each organization is carried out by its own internal audit system.

Why do you need an audit of the authorized capital? The task of monitoring the formation of the authorized capital of an organization is to determine the compliance of the organization’s constituent documents with the functioning legislation on the correct formation and change of its authorized capital. The methods for obtaining data for conducting an audit are the same as for an audit of statutory documentation. These two items are formally tested in parallel. To audit the authorized capital of an organization, it is necessary to carry out a thorough analysis of documents that confirm the rights to land plots and real estate objects made by shareholders as a contribution to the authorized capital of the organization.

Verification plan and program. The purpose of the audit is to determine who the shareholders of the company are, to find out the amount of the authorized capital and the size of the share of each participant, methods of distribution of net profit and deduction of dividends. In order to achieve these audit goals in the formation of the authorized capital of the organization, it is necessary to solve the following tasks:

1) Check the procedure for forming the authorized capital;

2) Study the structure of the authorized capital.

During the inspection, be sure to pay attention to the ratio of the authorized capital of a commercial organization to the amount of net assets. Auditors can make recommendations to reduce the authorized capital of the organization to the value of assets if net assets are lower than the authorized capital. If, at the end of the second and each subsequent reporting year, the value of net assets remains below the minimum authorized capital determined by law, the audit organization does not have the right to use the going concern principle in relation to such an enterprise.

The results of the audit are summarized based on the objectives and goals of the audit of this section in the working documents. The results include the following information:

1) Correspondence of the credit balance on account 80 to the amount of the authorized capital specified in the constituent documents;

2) Have the auctioneers’ shares been paid in full;

3) A decrease or increase in the authorized capital has occurred, whether justified or not;

4) Are there any documents confirming financial and business transactions;

5) Is the enterprise operating without a license, etc.

Auditors pay special attention to the accounting and payment of dividends, as well as the accuracy of accrual and timely payment of taxes and other mandatory payments on this profit.

What does an analysis of an organization’s authorized capital provide?

When analyzing the authorized capital of an organization, the main task is to monitor the formation of invested capital, a significant component of which is the authorized capital. By applying the analysis of invested capital, it is possible to estimate ratios, the calculation of which requires data from the constituent documents of the organization.

1. The ratio between announced and placed shares. Reflects the potential probability of additional placement of shares to those already placed. The company does not have the right to additionally place shares if the company's Charter does not contain a provision on declared shares.

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2. The ratio between paid and unpaid outstanding shares. The company is negatively characterized by the presence of unpaid shares, i.e. debts of shareholders on contributions to the authorized capital of a commercial organization. The value of shares that have not been paid will reduce the organization's equity.

3. The ratio between own shares purchased from shareholders and shares that are in circulation. On the company's balance sheet, own shares may be formed as a result of these circumstances: the exercise of the right of shareholders, under certain conditions, to call on the company to buy them; receipt of previously placed shares as a result of a decision made by the board of directors or general meeting of the company. For analytical purposes, it is possible to reduce the authorized capital by the amount of own shares purchased from shareholders.

4. The relationship between the nominal price of outstanding shares and share premium. Reflects the level of overestimation of the value of outstanding shares relative to their par value.

All of the above ratios are applicable to joint stock companies.

A significant function of the authorized capital is the share function. In relation to this function, the control scheme in the organization determines the structure of the authorized capital or the share of shareholders in the authorized capital. The financial and economic condition of an enterprise mainly depends on who manages the organization. That is why, in the process of analysis, it is paramount to assess the structure of control of changes in this structure, as well as formulate a conclusion about the “effectiveness” of the owners of the organization. Find out the degree of their competence and level of interest in the future development of the company.

The most common ways to strengthen control in joint stock companies are:

1. Purchase of shares by enterprise participants or third parties who benefit from the consolidation of control;

2. Purchase of shares by a joint-stock company with their subsequent transfer to interested parties or their complete redemption. The above actions will cause each remaining shareholder's stake to increase.

3. Issue of additional shares by private subscription and redemption of secondary issued shares by interested parties.

4. Formation of a subsidiary through restructuring. Shares of a subsidiary are used to cover expenses associated with the purchase of shares of the parent company, or other restructuring models with the creation of a subsidiary.

5. Reorganization in the form of spinning off a new company, the shares of which are acquired by the joint stock company itself. Further, these shares, which are on the balance sheet of the joint-stock company, are redeemed by interested parties.

Current assets of an enterprise: concept, management and analysis

According to the law, the amount of net assets belonging to a joint-stock company cannot be lower than the size of the authorized capital. Therefore, it is extremely important to analyze the value of net assets and their proportionality to the authorized capital. When analyzing the net asset value, you should identify and evaluate the factors that affect its size.

The essence of factor analysis is to calculate changes in the following balance sheet items. Items with the “*” sign have an impact on the value of net assets from the opposite, i.e. their decrease will lead to an increase in the value of net assets and vice versa:

Authorized capital;
- own shares purchased from shareholders*;
- Extra capital;
- Reserve capital;
- retained earnings;
- uncovered loss*;
- debts of shareholders on contributions to the authorized capital*;
- profit of future periods.

The data, which is calculated on the basis of the net asset value, has enormous analytical significance because the adoption of important decisions for the founders of the company depends on them.

Information about the author and company

Elena Muratova, Head of Tax Practice at Russian Consulting Club, Moscow. "Russian Consulting Club". Area of activity: legal consulting (corporate, tax, international), legal protection of assets. Form of organization: LLC.
Location: Moscow. Number of staff: 26. Main clients: 1st Processing Bank, Profi Center Invest group of companies, Art-Building, Razgulay, RBC, B. Tween Invest, Eastway Capital, Energoplan, Kapsch TrafficCom, Vantage Club .

When registering an LLC and some enterprises, Russian legislation provides for the creation of an authorized capital. In this article we will analyze all the questions about what it is, how it is created correctly and why it is needed in general.

Introduction

The authorized capital is the sum of all contributions of the founders to the development of the new company. It is formed not only from cash - it can include real estate, various property, securities, etc. The size of this capital is not constant: it can increase or decrease, the owners can redistribute it, sell and buy.

The authorized capital consists of property, cash and securities

In Russia and the CIS countries, the Criminal Code has a purely formal meaning - it is usually formed at the minimum acceptable level only in order to fulfill the requirements of the registrar.

At the moment, the minimum authorized capital is 10,000 rubles. It is noteworthy that this figure has not changed for more than 15 years - it was simply “denominated” at one time, but never changed. Deputies and ministers are increasingly saying that it is necessary to increase the size of the criminal capital, citing figures of 50-100 thousand rubles, but as of 2016, the size remains the same.

Increasing the authorized capital will complicate the process of registering one-day companies (at least make it less profitable), and will also increase the level of responsibility of other companies.

Operating principle of the management company

Let's look at why the minimum authorized capital is bad and why it needs to be increased to reduce the number of scammers. So, a certain person decides to open his own enterprise. To do this, he goes to the tax office, registers accordingly and organizes an LLC with an authorized capital of 10 thousand rubles. He indicates that he plans to engage in mediation activities, rents an office, buys a desk and a computer for it, spending 15 thousand on it. Then he makes a revaluation, indicating that all his property is valued at 10 thousand rubles (undervaluation is not punishable by law).

The amount of capital is prescribed in the charter and registered with the tax office.

The created LLC works; the entrepreneur searches through the computer and the Internet for suppliers and buyers, that is, he uses it to conduct business activities. Over time, the computer ages and is written off in 3-4 years, the desk also becomes unusable, but this is not reflected in the authorized capital. Then, at one point, the entrepreneur, having earned a reputation, takes the shipment on credit from suppliers, and demands money from buyers in advance. He spends the money on himself, resells the batch and does not return the agreed amount to the supplier, declaring bankruptcy. As a result, he is responsible to his creditors only with an old, useless computer and desk - it is the authorized capital of the enterprise that is a kind of “collateral” and guarantor of responsibility. Taxes are also not paid on it - this fund is created as a kind of “start-up capital” for the enterprise.

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The government is also understandable - it does not raise the minimum threshold of authorized capital, because it does not want to reduce economic development, complicating the already difficult life of entrepreneurs. But the other side of the coin in this process is the huge number of fly-by-night companies through which billions of rubles go into the shadows/laundered.

How is the Criminal Code formed?

Start-up capital for a company can be:

Money.
Property.
Securities.

The amount of capital is specified in the charter of the LLC. When registering an enterprise, the capital must be formed by at least 50% - the remaining amount is paid over the next 12 months.

Note: Many entrepreneurs forget to increase their authorized capital after registration, to which the tax service immediately reacts by imposing a fine. Don't forget to complete it before the end of the year.

How to increase capital

The minimum size of the charter capital imposes certain difficulties on the operation of the LLC. First of all, this concerns internal procedures.

The share of each participant in the authorized capital is calculated

Key reasons why it is necessary to increase the authorized capital:

Note: any reshuffle of the company’s founders and changes in shares must be registered in the Unified State Register of Legal Entities no later than 30 days after the decision is made and recorded.

Also, when changing shares, tax regulations apply to owners. The buyer or seller of the share is required to declare income/purchase and pay the appropriate interest to the budget. You, of course, can save money and arrange the transfer by gift, but it is better to pay a small tax and sleep peacefully. Otherwise, there are always risks that could lead to criminal liability.

When a participant leaves, the authorized capital decreases

How to reduce capital

Now you know what the authorized capital of an enterprise is and how to increase it. But there are times when, on the contrary, it has to be reduced. These may be the following situations:

Exit of a founder or participant with the withdrawal of his capital.
Recalculation of property value through depreciation.

In the activities of every company, authorized capital plays a very important role. Based on its size you can give assessment of the state of affairs of the enterprise. Management capital is often the main source of working capital with which an organization takes its first steps in the business world.

What it is

Authorized capital is the initial contribution of the founders of the company, which can be calculated in both monetary and property equivalents. Its main purpose is to satisfy primary needs of the enterprise.

With the help of the authorized capital, the founders insure the investments of creditors that were made to develop the business and make a profit.

The capital (authorized) has a fixed amount, which is established by Federal legislation in force in Russia. The management company is necessarily described in the statutory documentation, which is drawn up during the registration process of a business entity.

The organization's management company performs a number of functions:

Reserving. In the process of forming the company's assets, management has the opportunity to make payments on loans if they were attracted due to a lack of working capital.
Investment. The organization has the legal right to spend funds from the authorized capital on the acquisition of raw materials and materials necessary for the implementation of economic and production activities.
Structural and distribution. At the end of the reporting period, the company distributes net profit among the founders. In this case, income is paid to each participant as a percentage of theirs.

Threshold indicators

The procedure for the formation of capital (authorized) is regulated by Federal legislation and is established for each type of organization individually. For example, the minimum size of a joint stock company is several times higher than the limit determined for a limited liability company.

OOO

In 2018, the minimum amount of capital (authorized) for an LLC was set at 10,000 rubles. When it is formed, everyone personally pays their share.

After registering an LLC and receiving the relevant documents, its owners can increase the capital capital by contributing property, cash or other assets. It is worth noting that any changes to the authorized capital are possible only with the participation of a notary.

In accordance with Article 90 of the Civil Code of the Russian Federation when forming the authorized capital of an LLC, its proportions and size are established in advance. When carrying out state registration, the founders must make contributions of at least 50%. They are obliged to transfer the remaining assets into the ownership of the organization during the first year of its existence.

If the founders were unable to fully form the authorized capital, they either announce its reduction or begin the liquidation procedure.

Non-public JSC

The activities of non-public joint stock companies are regulated by the Civil Code of Russia. Such a JSC cannot have more than 50 shareholders, and it should not contain anything that indicates its publicity.

The minimum size of the authorized capital of such a company is 10,000 rubles. The nominal capital in non-public joint stock companies is divided into a certain number of securities that cannot be publicly placed.

The charter documentation initially stipulates the share of bills that belong to each owner, as well as the number of votes granted to one security holder.

In this situation, the minimum authorized capital of a non-public joint-stock company must be at least 10,000 rubles.

Public JSC

The activities of public joint-stock companies are regulated not only by the Civil Code, but also by Federal Law No. 208 “On Joint-Stock Companies”. The authorized capital of such organizations is formed from shares, which are purchased by owners at the original cost determined at the time of issue.

During the operation of companies, their authorized capital may change to either a higher or lower value, depending on the existing situation in the financial market. In accordance with the regulations of Federal legislation, the minimum capital of public joint-stock companies must be at least 100,000 rubles.

Additional information about the authorized capital is in this video.

State enterprise

When creating state-owned enterprises, their founders must be guided by the Civil Code of the Russian Federation. In accordance with its regulations, the minimum authorized capital of such companies must be 5,000 minimum wages.

Municipal unitary enterprise

For municipal enterprises, Federal legislation establishes a minimum authorized capital of 10,000 minimum wages. They are created by local authorities and subsequently fully supervise the activities.

Newly opened bank and credit institution

Opening process jar provides for a large number of events. Its founders must fulfill all requirements of Federal law in order to receive license for the right to carry out banking activities.

In process financial institution they need to form an authorized capital, the minimum amount of which should be 300,000,000 rubles.

The founders will have to place this amount in special accounts of the Central Bank of Russia.

Where to deposit and how

Information on the amount of capital (authorized) of each LLC is reflected in its Charter. It is formed from the value of the share (it is reflected as a percentage of the total size of the capital or in ruble equivalent) of each founder at the time of founding the company.

Until the moment when the founders of the organization are ready to apply for state registration, they must place half of the authorized capital in a savings account.

After the founders receive the registration documentation, they must transfer the remaining part of the authorized capital to (depositing funds into the cash register is allowed).

If one of the founders has not fulfilled his obligations and has not contributed his share to the management company, then financial penalties provided for in the Charter may be applied to him.

Founders can make contributions to the authorized capital at your own discretion, but within the framework of the current Federal legislation:

funds both in cash and in the form of bank transfer;
securities, in particular shares, bills, etc.;
property and other assets;
rights to any property.

Contribution by property

To contribute property to the authorized capital, the founders need to act in a certain sequence:

Perform a property valuation. To do this, you need to contact a specialized company that has the appropriate permits.
At the founders' meeting approve the assessment report, which should be reflected in the protocol. If a company is opened by one owner, then his decision must be in writing.
Draw up a transfer and acceptance certificate, on the basis of which property is placed on the organization’s balance sheet.

management company with money

All funds contributed by the founders to the authorized capital of the LLC must be placed immediately into a savings account, and after receiving registration documentation into a current account (in the future they can be spent on the needs of the company).

Statutory contributions can be made both in Russian rubles and in the currencies of other states.

The founder's contribution to the current account must be documented. Usually an announcement for cash deposits is drawn up, consisting of several parts: a receipt order, a receipt and an announcement.

The following may be considered as proof of deposit of funds:

cash receipt order;
current account statement;
copies of bills and receipts;
a provision of the company's charter, which states that payment of the minimum amount of authorized capital has been made in full.

Formation example

The process of forming the Authorized Fund can be considered using an example. Several founders held a meeting at which they made all the main decisions regarding the state registration of the LLC. The authorized capital of the company will be formed as follows:

Vasiliev P.P. made a contribution of 44,000 rubles, of which cash in the amount of 24,000 rubles and refrigeration equipment in the amount of 20,000 rubles. The share (as a percentage) was 18.41%.
Petrov E.R. made a statutory contribution in the form of a car, the cost of which is 75,000 rubles. The share (as a percentage) was 31.38%.
Sidorov N.P. made a statutory contribution in cash equivalent - 120,000 rubles, in the form of the right to use the retail premises for 1 year. In percentage terms, the share was 50.21%.

Deadline for entry into LLC

The deadline for the founders to contribute money to the Authorized Fund is determined by the decision of the meeting, which deals with the creation of an LLC. Boundary date, in monetary terms, should not exceed 4 months from the moment the company receives registration documents.

You will learn how to increase the authorized capital of an LLC in this video.

There is an authorized capital. Its presence as part of the company's property is a requirement of the legislation of the Russian Federation. The formation of appropriate capital has quite a lot of nuances. When solving this problem, it is necessary to follow the legislation and take into account the specifics of a particular business entity. Why does a company need authorized capital? How is it formed and corrected?

What is authorized capital?

Before talking about how the authorized capital of a company is formed, let us study in more detail the essence of this financial element. What are the most popular views among economists regarding its definition?

Authorized capital is traditionally understood as the amount of fixed assets and current assets owned by an enterprise and, as a rule, reflects the amount of money invested in the business.

It is worth noting that the civil legislation of the Russian Federation requires that the authorized capital be distinguished from other funds with similar purposes. Such as, for example, share capital (formed in partnerships), mutual fund (used in cooperatives). Actually, the authorized capital characterizes the activities of business companies - JSC and LLC. The noted types of funds differ according to their status and purpose. Thus, share capital is generally similar to authorized capital, but they differ significantly according to such a criterion as the responsibility of co-investors for the company’s obligations.

Authorized capital is part of the company's own funds, which can also be represented by borrowed cash receipts. Along with it, the structure of the company’s own funds includes additional and reserve funds, as well as retained earnings of the organization. What are the financial elements that are included in the composition of the organization’s own funds?

Additional capital is the totality of:

monetary amounts reflecting the additional valuation of fixed assets;
share premium of a business company;
property received by the company free of charge;
monetary amounts reflecting budgetary allocations.

Reserve capital is a monetary fund, the purpose of which is the urgent fulfillment of credit and other obligations of the company in the event of a lack of working capital, the imposition of penalties on it, or the emergence of a difficult market situation. For some companies, the formation of a reserve fund is mandatory - for example, for joint-stock companies. Relevant businesses must allocate at least 15% of their authorized capital to the reserve fund.

Retained earnings are the portion of cash generated after the company has received income and made all necessary payments. This resource can be used to form various corporate funds and invest in business. Retained earnings can be cashed out at the request of the company owner.

Functions of authorized capital

Another aspect that will be useful to consider before examining the procedure for forming the authorized capital is its functions. Experts highlight the following list of them.

Firstly, this is an investment function. The authorized capital ensures the circulation of financial resources used for the purchase of various resources necessary for the business.

Secondly, this is a redundant function. It involves the formation of funds in the structure of the company's assets, at the expense of which certain payments can be made in the event of a lack of turnover - for example, on loans or preferred shares.

Thirdly, this is a structural distribution function. It involves the distribution of the company's profits among investors based on their share, primarily in the authorized capital of the company.

What is included in the authorized capital?

Now let’s study the actual way in which the authorized capital is formed. The first question that will interest us is: what is included in the corresponding fund of the enterprise, what resources can it consist of? Formation of the authorized capital is possible practically at the expense of any assets characterized by monetary value and liquidity. This could be cash, securities, property.

At the same time, the assessment of their value and at the same time the amount of the contribution of a particular investor can be carried out both based on the results of an agreement between him and the partners, and in accordance with the norms established by law. In the second case, the assessment of the value of assets forming the authorized capital can be carried out with the involvement of external experts.

In general, the sources of resources from which the main financial fund of an enterprise can be formed can be classified into 2 main categories: own and borrowed. But it should be noted that this classification should be considered separately from the assets and liabilities of the company. That is, outside the distribution of the entire capital of the organization into its own and borrowed capital. The first is characterized by reserve, savings, trust funds, retained earnings, rental revenue, and depreciation compensation. Borrowed sources include credit funds - short-term or long-term. The authorized capital can be formed at the expense of only actually own (possessed by the founder or investor) or borrowed (issued on credit by the entrepreneur) funds.

Thus, according to formal criteria, the authorized capital cannot be borrowed, since credit funds issued to the organization form its debt obligations. In turn, the authorized capital, as we noted above, is precisely the source of repayment of the company’s debts.

Requirements for the formation of authorized funds

In the legislation of the Russian Federation there are a number of requirements that must be met by the formation of the authorized capital of an enterprise. First of all - financial. Thus, the minimum amount of authorized capital must correspond to:

10 thousand rubles, if the company is an LLC or non-public joint stock company;
100 thousand rubles, if the company is a public joint stock company.

If we are talking about the formation of the authorized capital of a state-owned enterprise, then its minimum value should be 5 thousand minimum wages. In municipal enterprises, the corresponding capital must be at least 1 thousand minimum wages. The formation of the bank's authorized capital involves investing at least 300 million rubles in its composition.

As we noted above, the resources for the formation of the corresponding funds can be any assets with a monetary value. However, there are a number of nuances that characterize investing in the minimum authorized capital established for business companies. The sources of its formation, if we are talking about an LLC, can only be presented in the form of cash.

The minimum capital of an LLC is 10 thousand rubles, and it must be deposited into the company's current account in rubles. In turn, if you need to increase the authorized capital, the sources of formation of its additional volume can be not only monetary, but also presented in the form of other resources - movable or immovable property.

It will be useful to study in more detail how their cash equivalent is determined when we are talking about the formation of the authorized capital of an LLC - as one of the most common legal forms of business in the Russian Federation.

Valuation of property forming the authorized capital

In accordance with the current norms of the legislation of the Russian Federation, regardless of the value of the property that is supposed to be included in the structure of the authorized capital of the LLC, an external expert must be involved in its assessment. It may be noted that previously there was a rule in Russian legal acts according to which an application to an appraiser was required only if the value of the property from which the authorized capital of the organization is supposed to be formed exceeds 20 thousand rubles.

Now the law has changed. It is worth noting that the founders of an LLC do not have the right to inflate the value of the property that is supposed to be included in the structure of the authorized capital, relative to the indicator determined by the valuation expert. In practice, the legislative innovation under consideration means that it is more profitable for many companies to increase their authorized capital, as in the case of ensuring its minimum value, at the expense of funds - since the services of an appraiser, as a rule, are quite expensive.

We also note that the Civil Code specifies liability mechanisms in the event that the founders of the LLC and the appraiser agree on an unjustified inflation of the value of the property being appraised.

The procedure for forming the initial authorized capital

Let's study some practical nuances that characterize the procedure for forming the authorized capital.

Again, it will be useful to consider them in the context of establishing an LLC as one of the most popular legal forms of doing business in Russia. Before an LLC is registered, it is not necessary to form an authorized capital. In principle, it will not be a violation of the law to pay it in advance - but it is better to make sure that the Federal Tax Service will correctly enter data about the company into its registers, and only after that form an appropriate financial fund. Moreover, when forming the authorized capital, the founder of an LLC may not be in a particular hurry - he has 4 months from the date of its registration to deposit the required amount of funds into the organization’s current account.

In general, the procedures for the formation of the financial fund in question are similar in the joint-stock company. The formation of the authorized capital of a joint stock company does not have to be carried out before the state registration of the company. But as soon as the Federal Tax Service of the Russian Federation enters information about the company into its registers, within 3 months the founders of the company must deposit 50% of the required amount of funds into the current account to form the authorized capital, the rest - within the next 9 months.

Adjustment of the amount of authorized capital

So, we have studied the essence of the authorized capital of companies and discussed how they are formed. Changing the authorized capital is an aspect that may also be of interest to us. Let's consider it.

A change in the authorized capital by increasing or decreasing it can be carried out by the founders of the company after studying the results of business development during the year. In order to adjust the amount of the corresponding capital, it is necessary to make changes to the constituent sources.

An important nuance: in the process of reducing the size of the authorized capital, the interests of creditors should not suffer. Thus, in accordance with the legislation of the Russian Federation, the founders of a joint-stock company must warn creditors that the company’s authorized capital will be reduced in writing. In this case, the latter have the right to demand that the company repay loans ahead of schedule or compensate for possible losses in connection with the adjustment of the value of the corresponding funds.

In connection with what may be necessary to carry out the procedure in question? The fact is that the initial formation of the authorized capital of companies does not always reflect the specifics of the segment in which the business is to be developed. In some cases, it may be necessary to attract additional financing due to a lack of working capital. Potential creditors can assess the solvency of a business based on the size of its authorized capital. If it turns out to be insufficient, the corresponding funds will have to be increased. In turn, a reduction in the authorized capital is possible if, for example, the volume of the company’s net assets is insufficient and is less than, in fact, the size of the financial funds in question.

Specifics of mutual and budgetary authorized funds

Having studied what commercial authorized capital is and its formation, we can consider the specifics of funds of a similar purpose, but characterizing the activities of enterprises with a different status. For example, production cooperatives, as well as state and municipal structures.

As for the first ones, mutual funds are formed in them. The main source of their education is contributions from cooperative members. It may be noted that part of the mutual funds must be formed by the time of state registration of the business entity. The remaining amount of contributions must be paid into the structure of the corresponding cooperative fund within a year after entering information about the cooperative in state registers.

When establishing state and municipal enterprises, the formation of an appropriate authorized capital is carried out. Its structure is determined by the owner of the business entity. The authorized capital of a budgetary enterprise is paid before its state registration. If it is unitary, then the corresponding capital of the business entity cannot be distributed among any shares. The size of the authorized capital of a budgetary enterprise is fixed in the organization's charter. As we noted above, its minimum value cannot exceed 5 thousand minimum wages - if a state-owned enterprise is being established, or 1 thousand if we are talking about a municipal structure.

If there is a need to increase or decrease the size of the authorized capital of an enterprise, this procedure must be agreed upon with the competent authority. A change in the size of the corresponding capital can be carried out from various sources, for example, through the inclusion of any new resources in the structure of its property or by using the profit received by the state enterprise.

As in the case of changes in the size of the authorized capital of a business company, creditors of the budgetary structure must be warned about the adjustment in the size of the corresponding fund. It can also be noted that the volume of net assets of a state-owned enterprise should not be inferior to the size of its authorized capital.

Accounting for authorized capital

Another important aspect characterizing the company’s use of such a financial resource as authorized capital is accounting for the formation of authorized capital in the organization’s accounting department. It is carried out using the following algorithm.

So, if we need to account for such a procedure as the formation of authorized capital, the accounting department applies entries mainly using accounts 75 and 80. How? Account 80 is used to reflect data on the status and flow of funds related to the authorized capital or its analogues, such as the savings fund. Count 80 is passive. It is assumed that its balance will correspond to the amount of the financial resource in question, established following such a procedure as the initial formation of the authorized capital. Documents recording information about the establishment of a company must contain data on the amount of the corresponding capital.

Entries using account 80 are made not only during the formation of the authorized capital, but also when adjusting it - by increasing or decreasing. At the same time, in order to legitimately change such a resource as the authorized capital, accounting for the formation of the authorized capital and the adjustments made requires preliminary introduction of the necessary amendments to the constituent documents of the company. Only if they are made, the accountant begins work with an account of 80. Information on it can be used by the founders of the company in order to track the dynamics of the formation of the management company.

As we noted above, payment for the authorized capital of a company is carried out upon the state registration of the latter. As soon as this procedure is carried out, and also provided that the constituent documents are in order, the accountant needs to apply entries to the credit of account 80 and the debit of account 75 (when using subaccount 75-1). The fact that the founders’ contributions came to the disposal of the company is also recorded on the credit of account 75 and the debits of those accounts that are related to the accounting of values.

These are the main nuances that characterize the accounting for the formation of authorized capital. It must be carried out correctly, since it involves recording data on the most important financial transactions from the point of view of making management decisions by the management of the enterprise.

Summary

Authorized capital is one of the key financial indicators of a company. It is included in the structure of the organization's own funds. But it is actually formed earlier than the rest - by investing the founders’ funds into the capital structure of the company after state registration, and in cases provided for by law - before it in established amounts.

The authorized capital may be important from the point of view of assessing the solvency of the company by the creditor, the prospects of investing in the business by the investor, and establishing partnerships between the management of the company and other market participants. The rules for its formation depend on the specific type of business entity. The formation of the authorized capital of a bank may differ significantly from the corresponding procedure, which characterizes the formation of the corresponding fund of an LLC, partnership, cooperative, state or municipal enterprise.

For different types of companies, special requirements are established for the size of the authorized capital and the time of its desired payment. It is important to carry out correct accounting of the movement of funds in accounts reflecting transactions with the authorized capital. The formation and change of relevant funds must be accompanied by timely entry of the necessary information into the company’s constituent documents. In cases specified by law, adjustments to the amount of the authorized capital must be carried out taking into account the interests of the company’s creditors.