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The authorized capital of an LLC: what an accountant should know. The minimum amount of the authorized capital of a joint-stock company

Definition

Minimum authorized capital in the Russian Federation

Accounting authorized capital

Increase authorized capital OOO

Increasing the authorized capital of LLC at the expense of the Company's property

Increasing the authorized capital of the LLC due to additional contributions of the Participants

Reduction of the authorized capital of a joint-stock company (JSC)

Authorized capital — This the amount of funds initially invested by the owners to ensure the company's statutory activities; statutory defines the minimum size of the property of a legal entity. a person who guarantees the interests of its borrowers.

The organizational and legal form of capital, the amount of which is determined by the charter (constituent documents) or legislation. Includes: the nominal value of the issued shares, the amount of investments of public funds or private shares, transfers to the balance of the established firms buildings, structures, equipment, material assets, the right to use natural resources. In the UK. included price fixed and working capital. A contribution to the Criminal Code can be made not only in the form of cash, but also in the form of property, in the form of buildings, land, and so on. objects of intellectual property: patents, licenses, projects. All contributions made are evaluated and credited to the balance sheet of the newly created enterprise. At to. represents that property by which the economic subject is responsible for the activity. Uk can increase as the business develops at the expense of profits or additional contributions from the founders, and in a joint-stock company through the sale of additionally issued shares. In accordance with federal law RF"On joint-stock companies" dated November 24, 1995. The capital stock of the company is made up of the nominal value of the shares of the company acquired by the shareholders. The company’s capital determines the minimum size of the company’s property that guarantees its interests borrowers. The minimum wage of an open society must be at least a thousand times the minimum wage established by the federal law as of the date of registration of the company, but of a closed company. at least one hundred times the minimum amount payment labor established by the federal law on the date of state registration of the company.

The minimum amount of the authorized capital in Russian Federation

To calculate the minimum authorized capital, the minimum wage is applied. The minimum amount of the authorized capital can also be specified in a fixed amount of money.

The minimum amount of the authorized capital (fund) is:

for a limited liability company - 10,000 rubles

for closed joint stock company- 100 minimum wages

for open joint-stock company (JSC)- 1000 minimum wage

for folk enterprises- 1000 minimum wage

for the state enterprises– 5000 minimum wage

A contribution to the authorized capital may be cash, securities, various material assets or property rights having a monetary value. For state registration, at least half of the authorized capital must be paid. For a joint-stock company, state registration is allowed without payment authorized capital, and at least 50% of the authorized capital must be paid within three months from the date of state registration, and full payment must take place within one year from the date of state registration.

If the amount of the property contribution is more than 200 minimum wages, then an independent appraiser's conclusion is required on cost transferred property. In other cases, the property is valued at the contractual value.

Founders do not have the right to change the type of transferred property, its value or the procedure for transfer without changing the constituent documents. When leaving the company, a participant ( founder) its share in the authorized capital is reimbursed no later than 6 months after the end of the budget year. The right of participants in a limited liability company to withdraw must be enshrined in the charter, otherwise withdrawal is not allowed.

For state and municipal enterprises in the Russian Federation, the analogue of the concept of authorized capital is the Authorized Fund.

Authorized capital accounting

The authorized capital is the main source of the formation of the enterprise's own funds, which it needs to fulfill its statutory obligations.

Currently depending on the form companies of a commercial enterprise, the concept of that part of equity, the amount of which is indicated in the constituent documents, is implemented as follows:

♦ authorized capital of business companies (joint stock companies and companies with limited or additional liability);

♦ statutory fund of state and municipal unitary enterprises;

♦ share capital of business partnerships;

♦ share fund of production and consumer cooperatives.

The procedure for accounting for the authorized capital at Russian enterprises is regulated by:

♦ Federal Law No. 208-FZ of December 26, 1995 (as amended) “On Joint Stock Companies”. According to this law, the authorized capital is made up of the nominal value of the company's shares acquired by the shareholders. The authorized capital of the company determines the minimum size of the property of the company that guarantees the interests of its borrowers;

♦ Federal Law No. 14-FZ of February 8, 1998 (as amended on December 29, 2004) “On Limited Liability Companies”;

♦ Federal Law No. 161-FZ of November 14, 2002 “On State and Municipal Unitary Enterprises”.

The authorized capital is made up of the nominal value of the shares of its participants. The authorized capital of the company determines the minimum size of the company's property, which guarantees the interests of its borrowers.

To account for the authorized capital, account 80 “Authorized capital” is used, passive, balance sheet, and for settlements with founders (participants) - account 75 “Settlements with founders”, an account with active and passive sub-accounts, balance sheet.

Analytical accounting on account 80 "Authorized capital" is organized in such a way as to ensure the formation of information on the founders of the company, stages of capital formation and types of shares.

Analytical accounting on account 75 "Settlements with the founders" is carried out for each founder of the enterprise.

Entries on account 80 "Authorized capital" are made during the formation of the authorized capital, as well as in cases of increase and decrease in capital only after making appropriate changes to the constituent documents of the enterprise in accordance with the requirements of the current legislation.

The amount of the authorized capital is reflected in the accounting registers only after the registration of the statutory documents. The value of the authorized capital, reflected in the balance sheet of the enterprise, must correspond to the amounts indicated in the constituent documents.

At the time of registration, the authorized capital must be paid at least half, the remaining part must be paid within a year from the date of registration. If this requirement is not met, the company must declare a decrease in the authorized capital and register its decrease or terminate its activities through liquidation. In case of incomplete payment within the established period, the share is placed at the disposal of the joint-stock company (JSC) (JSC), and the property contributed as payment for the shares is not returned.

After the state registration of the enterprise, its authorized capital for the amount fixed in the constituent documents is reflected in the accounting entries in the accounts.

Account 81 "Own shares (shares)" is intended for generalization information on the presence and movement of own shares redeemed by the joint-stock company from shareholders for their subsequent resale or cancellation. Other business companies and partnerships use this account to account for the share of a participant acquired by the company or partnership itself for transfer to other participants or third parties.

In the economic practice of joint-stock companies, situations often arise when, for one reason or another, for various purposes, they buy back their own shares from shareholders (participants).

For example, an open (AO) may do so (subject to legal procedures and restrictions) to:

♦ temporarily reducing the number of those circulating on the stock market in order to increase their prices;

♦ counteracting attempts by unfriendly structures to gain access to the decision-making process by buying up the company's voting shares;

♦ changes in the balance of power at the general meeting of shareholders (shares on the company's balance sheet do not take part in voting);

♦ subsequent attraction of investments by sales repurchased shares at a higher price or reduction of the authorized capital by canceling them, etc.

In the cases established by law, the redemption of shares must be carried out by the joint-stock company at the request of its shareholders.

A limited liability company may acquire shares (parts of shares) in its authorized capital only in the cases provided for by Federal Law No. 14-FZ of February 8, 1998 "On Limited Liability Companies".

Acquisition and sale by the company of its own shares (stakes) are reflected according to the same rules as the shares (stakes) of third-party companies, i.e. in the amount of actual costs and income regardless of face value.

When a joint-stock or other company (partnership) buys back from a shareholder (participant) the shares (shares) belonging to him in accounting for the amount of actual expenses entries are made on the debit of account 81 “Own shares (shares)” and on the loan of cash accounts.

Cancellation of own shares repurchased by the joint-stock company is carried out as follows.

For the nominal value of the repurchased shares, after the company has completed all the prescribed procedures, accounting entries are made in the accounting accounts.

The minimum authorized capital established by the Civil Code of the Russian Federation and Federal Law 208-FZ is 100 MMOT (minimum monthly wage) for closed joint-stock companies and 1000 MMOT for open joint-stock companies.

Evaluation of non-monetary contributions of participants to the authorized capital is made by agreement between the founders. To assess the non-monetary contribution of the participant, it is necessary to involve an independent appraiser in accordance with the Federal Law of August 7, 2001 No. 120-FZ. It does not matter whether the nominal value of the purchased shares exceeds 200 times the minimum wage. The value of the monetary valuation of property made by the founders of the company and the board of directors (supervisory board) of the company cannot be higher than the value of the valuation made by an independent appraiser.

When changing the authorized capital, it must be re-registered in accordance with the procedure established by law. The increase and decrease in the authorized (share) capital, made in accordance with the established procedure, are reflected in the accounting and financial statements after the relevant changes are made to the constituent documents.

It is necessary to notify borrowers when making a decision to reduce the authorized capital (in this case, it should not become less than the minimum). The borrower may demand from the enterprise the termination or early fulfillment of obligations and compensation for losses.

According to Art. 99 of the Civil Code of the Russian Federation, if at the end of the second and each subsequent fiscal year the value of the company's net assets turns out to be less than the authorized capital, the company is obliged to declare and register in the prescribed manner the decrease in its authorized capital.

Pure assets is the value determined by subtracting from the sum assets enterprise, accepted for calculation, the amount of its obligations, accepted for calculation in accordance with the joint order of the Ministry of Finance of Russia No. 71 and the Federal Commission for the Securities Market No. 149 dated August 5, 1996 "On the procedure for assessing the value of net assets of joint-stock companies."

If the minimum amount of the authorized capital exceeds the amount of net assets, the company must be liquidated.

If the decision to reduce the authorized capital or liquidate the company has not been made, its shareholders, borrowers, as well as bodies authorized by the state, have the right to demand the liquidation of the company in the prescribed manner.

Department of Accounting and Reporting Methodology ministries of finance The Russian Federation clarified that value added tax on acquired valuables should be included in the calculation of the net assets of a joint stock company (Letter min fina RF dated April 8, 2002 No. 14/125).

Accounting for the authorized capital in limited liability companies (LLCs) is maintained in accordance with Federal Law No. 14-FZ of February 8, 1998 (as amended on December 29, 2004).

An LLC does not issue shares, unlike joint-stock companies. The minimum authorized capital, according to the Civil Code of the Russian Federation and Law No. 14-FZ, is 100 MMOT. Cash deposits of foreign investors in the accounting of an LLC, as well as in a JSC, are subject to crediting in the ruble equivalent. This takes into account the exchange rate difference.

The share capital is a set of contributions of participants in a general partnership or limited partnership made for the implementation of its economic activities. The contribution can be money, securities, other things or property rights having a monetary value. The assessment is made by agreement of the founders (participants). According to the Civil Code of the Russian Federation, business partnerships as legal entities can be formed in the form of general partnerships and limited partnerships.

In accordance with Art. 73 of the Civil Code of the Russian Federation, participants in a general partnership are required to make at least 50% of their contributions to the share capital within 30 days after the state registration of the enterprise. The rest must be paid within the terms established by the memorandum of association. The minimum amount of share capital of the Civil Code of the Russian Federation is not regulated.

To account for the share capital, account 80 “Authorized (share) capital” is used, passive, balance sheet.

Property created at the expense of the contributions of the founders (participants), as well as produced and acquired by the partnership in process his activities belongs to him by right of ownership. Profit partnership and its losses are distributed among the participants in proportion to their contributions.

If, as a result of the unprofitable activity of a general partnership, the value of its net assets becomes less than the share capital, then the partnership received later cannot be distributed among the participants until the value of the net assets exceeds the size of the share capital.

Unitary - a state or municipal enterprise, which is a commercial organization, not endowed with the right of ownership of the property assigned to it by the owner (the property is indivisible and cannot be distributed among contributions).

The authorized capital is fully paid by the owner before state registration.

State and municipal unitary enterprises use account 75 “Settlements with founders” to account for all types of settlements with state bodies and local governments authorized to create them.

Unitary enterprises use sub-account 75-1 “Settlements on contributions to the authorized (share) capital” to account for settlements with a state body or local government on property transferred to the balance on the right of economic management or operational management (when creating an enterprise, replenishing its working capital seizure of property). These enterprises call this sub-account "Calculations on allocated property". Accounting records for it are made in the manner similar to the procedure for accounting for settlements on contributions to the authorized (reserve) capital.

According to Art. 113 of the Civil Code of the Russian Federation, a unitary enterprise is liable for its obligations with all its property.

The size of the authorized capital must be at least 1000 MMOT. The property of a unitary enterprise belongs to it on the basis of the right of economic management or operational management. It is not distributed among deposits, shares, shares, including employees of the enterprise.

Prior to state registration, the authorized capital of a unitary enterprise must be fully paid by the owner. If at the end fiscal year the authorized capital of a unitary enterprise operating on the basis of economic management becomes more than the amount of net assets, then it must be reduced to this amount.

Commercial enterprises and individual businessmen can conduct commercial and other activities that do not contradict the law under simple partnership agreements. In accordance with Art. 1041-1054 of the Civil Code of the Russian Federation of a simple partnership (or treaty on joint activities) involves the connection by partners of their contributions and their joint activities without forming legal entity. This form of interaction does not legally require the formation of authorized (share) capital. Each partner receives profits and covers losses in accordance with the concluded agreement (most often in proportion to contributions).

Accounting for activities under a simple partnership agreement is carried out on the basis of the Accounting Regulation " information on participation in joint activities” (PBU 20/03), approved by order of the Ministry of Finance of Russia dated November 24, 2003, No. Yu5n.

Account 80 is used to summarize information on the status and movement of contributions to common property under a simple partnership agreement. In this case, account 80 is called "Contributions of comrades."

Analytical accounting on account 80 "Contributions of comrades" is maintained for each simple partnership agreement and each participant agreements.

The authorized capital of a production cooperative is called a share fund. Production cooperatives in accordance with Art. 107-112 of the Civil Code of the Russian Federation are organized for joint production activities of citizens and legal entities. persons. This activity is based on cash participation and involves the association of share contribution enterprises. By the time of state registration of a production cooperative, its members are required to pay at least 10% of the share contribution, and they can pay the rest of it within a year from the date of registration.

The minimum size of a share contribution in a production cooperative is not established by the Civil Code of the Russian Federation.

The property owned by the cooperative is divided into shares of its members in accordance with the charter. Part of the property may constitute an indivisible fund.

According to Art. 108 of the Civil Code of the Russian Federation, the amount and conditions of subsidiary liability of members of a production cooperative for its debts determined by its statute. Recovery on own debts a member of a cooperative is allowed only if there is a shortage of his other property. This recovery cannot be directed to an indivisible fund.

Increasing the authorized capital of LLC

An increase in the authorized capital of an LLC can be carried out in connection with:

1. lack of working capital. The funds contributed to the authorized capital of the Company can be used for any financial and economic needs of the enterprise and, in addition, contributions to the authorized capital are not taxed taxes such as, tax on Additional cost and upon receipt of gratuitous funds.

2. license requirements. To receive certain licenses and permits to conduct activities, the legislator establishes certain requirements for the size of the authorized capital.

3. the entry of a third party into the Membership of the Company. By making an additional contribution to the authorized capital in this way, a third party acquires the rights and obligations of a member of the Company.

Not every Company can increase its authorized capital. At the time of the decision to increase the authorized capital, the following conditions must be met:

fully paid initial authorized capital, even if one year (provided by the Foundation Agreement or the decision on foundation) has not passed since the moment of state registration. In this case, the founders simply need to pay off their debt on payment of the authorized capital;

the amount by which the authorized capital is increased at the expense of the Company's property must not exceed the difference between the value of the company's net assets and the amount of the authorized capital and reserve fund of the company;

at the end of the second and each subsequent fiscal year, the value of the Company's net assets must not be less than its authorized capital. Otherwise, the Company is generally obliged to announce the reduction of its authorized capital to an amount not exceeding the value of its net assets, and register such a decrease;

at the end of the second and each subsequent fiscal year, the value of the Company's net assets must not be less than the minimum authorized capital established at the time of the Company's state registration. Otherwise, the Company is subject to liquidation.

To what extent can the authorized capital be increased? There are no restrictions in the legislation on the maximum size of the authorized capital of a Limited Liability Company. In some cases, it may be necessary to obtain permission or notification from the competition authority. For example, when a third party acquires a share in the authorized capital of the Company, giving, together with the available votes, more than 20% of the votes at the General Meeting of Participants, or when transferring property as a contribution to the authorized capital, amounting to more than 10% of the book value of fixed production assets and intangible assets transferring person.

An increase in the authorized capital of an LLC can be carried out:

At the expense of the Company's property;

By making additional contributions of the Members of the Company;

Due to deposits of third parties accepted by the Company

Increasing the authorized capital of LLC at the expense of the Company's property

1. Making a decision to increase the authorized capital at the expense of the Company's property

The decision to increase the company's charter capital at the expense of the company's property can only be made on the basis of accounting data for the year preceding the year during which such a decision was made.

The increase in the authorized capital of the company at the expense of its property is carried out by decision of the general meeting of participants in the company, adopted by a majority of at least two-thirds of the votes of the total number of votes of the participants in the company, unless the need for a larger number of votes to make such a decision is not provided for by the charter of the company.

On increasing the authorized capital of the Company. The decision indicates the amount by which the authorized capital is increased, and the source of formation of the authorized capital.

On approval of the distribution of shares in the authorized capital between the members of the Company. The ratio of shares between the members of the Company does not change.

On amendments to the Company's Articles of Association (approval of amendments to the Articles of Association or approval of a new version of the Articles of Association).

2. Formation of a package of documents for registration of an increase in the authorized capital:

OSU protocol (or decision of a single participant)

The balance sheet for the previous year - a copy, bound and certified by the seal and signature of the director

Request for a copy of the charter - relevant only for Moscow

Receipt of payment of the fee for issuing a copy of the charter (400 rubles) - relevant only for Moscow

3. State registration of an increase in the authorized capital

Documents for state registration of an increase in the authorized capital at the expense of the Company's property are submitted to the registering authority within a month from the date of the decision.

Increasing the authorized capital of the LLC due to additional contributions of the Participants

Additional contributions to the authorized capital may be made by all members of the Company, as well as by individuals. The procedure for increasing the authorized capital of an LLC depends on this. Let's consider both options:

Option 1: All participants make additional contributions to the authorized capital

Stage 1: Making a decision to increase the authorized capital of the LLC at the expense of additional contributions from all members of the Company

The decision to increase the authorized capital is made by the general meeting of participants and is documented in the minutes. If there is one participant in the Company, then the decision is made by him alone and formalized by the decision of the sole participant.

The decision to increase the charter capital of the company by making additional contributions by all members of the company is taken by a majority of at least two-thirds of the votes of the total number of votes of the members of the company, unless the need for a larger number of votes to make such a decision is provided for by the charter of the company.

Such a decision should determine the total cost of additional contributions, as well as establish a common ratio for all participants in the company between the value of the additional contribution of a company participant and the amount by which the nominal value of his share is increased. This ratio is established based on the fact that the nominal value of the share of a company member may increase by an amount equal to or less than the value of his additional contribution.

The agenda of the General Meeting of Members of the Company shall include the following items:

On increasing the authorized capital of the Company. The decision shall indicate the amount by which the authorized capital is increased, and the ratio, common for all participants, between the value of the additional contribution of the participant of the company and the amount by which the nominal value of his share is increased. This ratio is established based on the fact that the nominal value of the share of a company member may increase by an amount equal to or less than the value of his additional contribution.

Stage 2: Making Additional Contributions

Each member of the company has the right to make an additional contribution, not exceeding a part of the total value of additional contributions, proportional to the size of the share of this participant in the authorized capital of the company. Additional contributions may be made by the company's participants within two months from the date of adoption of the decision by the general meeting of the company's participants, unless a different period is established by the charter of the company or the decision of the general meeting of the company's participants.

You will need to provide for registration. If the payment was made in cash, then these may be copies of payment orders (with a bank mark on execution), receipts for depositing cash into the current account as payment for the authorized capital, or a certificate from jar on the receipt of funds to the company's settlement account as additional contributions to the authorized capital, indicating the full amount. If payment for additional deposits was made in non-monetary funds, then such a document is an act of acceptance and transfer.

Stage 3: Deciding on the approval of the results of the increase in the authorized capital

Not later than one month from the end date term making additional contributions, the general meeting of the company's participants must decide on the approval of the results of making additional contributions by the company's participants.

The agenda of the general meeting should contain the following items:

On approval of the results of making additional contributions by the company's participants.

On approval of a new version of the charter (or amendments to the charter).

Applications in the form P13001 and P14001. Applications are signed and notarized by the General Director

The new version of the charter (or amendments to the charter) - the original and a copy (relevant only for Moscow, in the regions 2 or 3 originals are submitted)

Minutes of the GMS (or the decision of the sole participant) on the increase in the authorized capital

Minutes of the GMS (or the decision of the sole participant) on the approval of the results of the increase in the authorized capital

Receipt of payment of the state duty for registration of changes (800 rubles)

Receipt of payment duties

Documents confirming 100% payment of additional deposits

Documents for registration of an increase in the authorized capital at the expense of additional contributions from all members of the Company are submitted to the registering authority within a month from the date of the decision to approve the results of making additional contributions by the members of the company.

Such changes become effective for third parties from the moment of their state registration.

In case of non-compliance timing the increase in the authorized capital of the company is recognized as failed.

Interest Code of Russia.

Option 2: Making additional contributions by individual Members of the Company

Stage 1: Receipt by the Company of an application from a member of the Company for making an additional contribution

The application of a company participant must indicate the amount and composition of the contribution, the procedure and term for its payment, as well as the size of the share that the company participant would like to have in the authorized capital of the company. The application may also specify other conditions for making deposits.

The agenda of the General Meeting of Members of the Company shall include the following items:

About payment of additional contributions. In the decision, indicate: during what period additional contributions are made, what are they made (in property, in cash). If contributions will be made in kind, then an assessment of such contributions will be required.

Additional contributions by the company's participants must be made no later than within six months from the date the general meeting of the company's participants makes a decision to increase the authorized capital.

For registration, you will need to provide documents confirming 100% payment of additional deposits. If payment was made in cash, then these may be copies of payment orders (marked jar on execution), receipts on the deposit of cash to the current account as payment for the authorized capital or a certificate from the bank on the receipt of funds to the current account of the company as additional contributions to the authorized capital, indicating the full amount. If payment for additional deposits was made in non-monetary funds, then such a document is an act of acceptance and transfer.

Stage 4: Formation of a package of documents for registration:

Applications in the form P13001 and P14001. Applications are signed and notarized by the General Director

The new version of the charter (or amendments to the charter) - the original and a copy (relevant only for Moscow, in the regions 2 or 3 originals are submitted)

Minutes of the GMS on the increase in the authorized capital

Request for a copy of the charter - relevant for Moscow

Receipt of payment of the state duty for registration of changes (800 rubles)

Receipt of payment duties for issuing a copy of the charter (400 rubles) - relevant for Moscow

Documents confirming 100% payment of additional deposits

Documents for the assessment of non-monetary contributions to the authorized capital (if any)

Stage 5: State registration of an increase in the authorized capital of an LLC

Such changes become effective for third parties from the moment of their state registration.

If the increase in the authorized capital of the company did not take place, the company is obliged within a reasonable time to return to the participants in the company and third parties who made contributions in money, their contributions, and in case of non-return of the contributions within the specified period, also pay interest in the manner and within the time limits provided for in Article 395 of the Civil code Russia.

The participants of the company and third parties who have made non-monetary contributions, the company is obliged to return their contributions within a reasonable time, and in case of non-return of the contributions within the specified period, also compensate for the lost profit due to the inability to use the property contributed as a contribution.

Increasing the authorized capital of an LLC by making additional contributions by third parties

If the Charter of the Company does not prohibit the admission of a third party to the Company, then the Charter Capital of the Company may be increased at the expense of an additional contribution of a third party.

Stage 1: Receipt by the Company of a third party's application for admission to the Company and making a contribution.

The application of the third party must indicate the amount and composition of the contribution, the procedure and term for its payment, as well as the size of the share that the third party would like to have in the authorized capital of the company. The application may also specify other conditions for making contributions and joining the company.

Stage 2: Making a decision to increase the authorized capital at the expense of an additional contribution of the participant (participants) of the company and (or) third parties

The agenda of the General Meeting of Members of the Company shall include the following items:

On increasing the authorized capital of the Company. The decision must be taken unanimously.

On approval of amendments to the Company's charter (on approval of a new version of the charter) in connection with an increase in the Company's charter capital. The decision is taken unanimously.

On changing the distribution of the authorized capital of the Company among the members of the Company. New nominal shares and their sizes must be indicated. The decision is taken unanimously.

Stage 3: Making Additional Contributions

The introduction of additional contributions by third parties must be made no later than within six months from the date of the decision by the general meeting of participants in the company to increase the authorized capital.

For registration, you will need to provide documents confirming 100% payment of additional deposits. If the payment was made in cash, then these can be copies of payment orders (with a bank mark on execution), receipts for depositing cash to the current account as payment for the authorized capital, or a certificate from the bank on receipt of funds to the company's current account as additional deposits to the authorized capital with an indication of the total amount. If payment for additional deposits was made in non-monetary funds, then such a document is an act of acceptance and transfer.

Stage 4: Formation of a package of documents for registration:

Applications in the form P13001 and P14001. Applications are signed and notarized by the General Director

The new version of the charter (or amendments to the charter) - the original and a copy (relevant only for Moscow, in the regions 2 or 3 originals are submitted)

Minutes of the GMS (decision of the participant) on the increase in the authorized capital

Request for a copy of the charter - relevant for Moscow

Receipt of payment of the state duty for registration of changes (800 rubles)

Receipt of payment of the fee for issuing a copy of the charter (400 rubles) - relevant for Moscow

Documents confirming 100% payment of additional deposits

Documents for the assessment of non-monetary contributions to the authorized capital (if any)

Stage 5: State registration of an increase in the authorized capital of an LLC

Documents for registration of an increase in the authorized capital for additional contributions of a member of the Company are submitted to the registering authority within a month from the date of making additional contributions.

Such changes become effective for third parties from the moment of their state registration.

In case of non-compliance with the deadlines, the increase in the authorized capital of the company is recognized as failed.

If the increase in the authorized capital of the company did not take place, the company is obliged within a reasonable time to return to the participants in the company and third parties who made contributions in money, their contributions, and in case of non-return of the contributions within the specified period, also pay interest in the manner and within the time limits provided for in Article 395 of the Civil code Russia.

Reduction of the authorized capital of a joint-stock company (JSC)

Article 101

1. A joint stock company (JSC) is entitled, by decision of the general meeting of shareholders, to reduce the authorized capital by reducing the nominal value of shares or by purchasing part of the shares in order to reduce their total number.

The reduction of the authorized capital of the company is allowed after notification of all its borrowers in the manner determined by the law on joint-stock companies. At the same time, the borrowers of the company have the right to demand early termination or performance of the relevant obligations of the company and compensation for their losses.

The rights and obligations of borrowers of credit institutions established in the form of joint-stock companies are also determined by laws regulating the activities of credit institutions.

(paragraph introduced by Federal Law No. 138-FZ of July 8, 1999)

2. Reducing the authorized capital of a joint-stock company (JSC) by purchasing and redeeming a part of shares is allowed if such a possibility is provided for in the company's charter.

Judging by the number of links on the BuhOnline forum, the topic of accounting for authorized capital and operations with it is very relevant. This material for beginner accountants outlines the basic information and rules that you need to remember when accounting for authorized capital.

The authorized capital is an integral part of the company's own capital, which is widely used when. In particular, when assessing financial stability, business activity, profitability.

The size of the authorized capital establishes the minimum value of the property of a business company, which is a guarantee of satisfaction of the interests of creditors. Depending on the form of ownership of the enterprise, the authorized capital is modified into a share capital, a share fund or an authorized fund. I note that in the future we will focus mainly on the authorized capital of LLC.

Authorized capital

The procedure for the formation and size of the authorized capital of an LLC is determined by the Federal Law "On Limited Liability Companies" dated 08.02.98 No. 14-FZ. Article 14 of this law states that the minimum authorized capital of an LLC must be at least ten thousand rubles.

The size of the authorized capital is determined exclusively by the founders and is fixed in the constituent documents.

Accounts and transactions related to authorized capital

In synthetic accounting, account 80 tells us about the authorized capital. Its balance is reflected in the line of the same name in the liability of the balance sheet and always corresponds to the amount that is fixed in the constituent documents (and not paid, as some accountants mistakenly believe). The authorized capital in the balance sheet is reflected in line 1310 "Authorized capital (share capital, authorized fund, contributions of comrades)". This line should contain the amount specified in the charter of the company, even if it is paid in part. In this case, the debt of the founders is subject to reflection in the group of articles 1230 "Accounts receivable".
Analytical accounting on account 80 is carried out by founders, and in a joint-stock company and by types of shares.

The authorized capital is formed not only at the expense of cash (Dt 50, 51, 52 Kt 75), but also fixed assets, intangible assets (Dt 08 Kt 75), materials (Dt 10 Kt 75), securities and receivables (Dt 58 Kt 75). These entries reflect the receipt of deposits.

It should be noted that the Charter of the company may establish the types of property that cannot be contributed to pay for shares in the authorized capital of the company. It must also be remembered that the property transferred as a contribution to the authorized capital becomes the property of the organization and cannot be claimed. The exception is contributions in the form of the right to use (Dt 97 Kt 75).

The very first posting of the newly created organization is: Dt 75 Kt 80 - the formation of the authorized capital. It is done after the state registration of the enterprise on the basis of the decision of the founders and the charter.

In 1C, the formation of the authorized capital occurs through the Accounting Statement (in the "eight" - through operations entered manually).

Payment by the founders of their shares

Each founder of the company must pay in full his share in the authorized capital within the period specified by the agreement on the establishment of the company or, in the case of the establishment of the company by one person, by the decision on the establishment of the company. However, this period cannot exceed one year from the date of state registration of the company.

It is not allowed to release the founder of the company from the obligation to pay a share in the authorized capital. At the time of state registration of the company, its authorized capital must be paid by the founders at least half.

The founder, after paying a share in the authorized capital, losing the ownership of the contributed property, receives the following rights:

the right to receive net profit in proportion to the share of the founder;
the right to receive the actual value of the share (in cash or in kind) in the event of withdrawal or expulsion from the company;
the right to a part of the company's property after its liquidation;
the right to participate in the management of the company, to receive information about its activities, etc.

Contribution of property to pay a share

The monetary value of property contributed to pay for shares in the authorized capital of the company is approved by the decision of the general meeting of participants. This decision must be taken by the members of the company unanimously.

If the nominal value of a share (increase in the nominal value of a share) paid for in non-cash amounts to more than twenty thousand rubles, an independent appraiser must be involved to determine the value of this property. The nominal value of the share (increase in the nominal value of the share) paid for by non-monetary means may not exceed the valuation amount determined by an independent appraiser.

By the way, overestimation of the value of the property contributed to the authorized capital can be fraught with both the company's participants and the independent appraiser. The fact is that they bear subsidiary liability for the obligations of the company in the amount of overestimation of the value of such property.

Tax accounting of property received as a contribution

For the purposes of tax accounting, property received as a contribution to the authorized capital should be accepted at the cost at which it was recorded in tax accounting by the transferring party. In this case, the value of the transferred property must be documented.

There are advantages in the formation of the authorized capital with property in non-monetary form: it can be deducted, restored by the owner (an invoice is not needed here), and the cost of such property can be written off as tax expenses. The main thing is that the primary documents are properly executed and the value of the received property is correctly formed. (For more information on tax accounting for transferred property, see "").

Authorized capital and net asset value

In the course of the enterprise's activities, the accountant needs to control whether the size of the authorized capital corresponds to the real value of the company's property.

For example, in practice, a situation may arise when the authorized capital turned out to be more than net assets. (Let me remind you that the value of net assets is determined according to the balance sheet as the difference between the value of all assets of the enterprise and its debt obligations (see order of the Ministry of Finance of Russia and the Federal Commission for the Securities Market No. 10n, No. 03-6 / pz dated 01.29.03 " On approval of the procedure for estimating the value of net assets of joint-stock companies"). Moreover, for LLCs and JSCs, the methodology is the same). In this case, the LLC cannot distribute profits between the participants until the ratio of net assets and authorized capital is put in order (clause 2, article 29 of Law No. 14-FZ).

There are two ways: reduce the authorized capital to the value of net assets (Dt 80 Kt 84) or increase net assets.

You can quickly increase net assets through targeted assistance from the founders or through a positive revaluation of fixed assets. The second option is best used as a last resort. After all, this event should be annual and will lead to growth.

I will also add that a company, in case of receiving property from its participants to increase the value of net assets, does not receive taxable income. At the same time, the size of the share of the authorized capital owned by the founder does not matter ().

Sometimes it is necessary to increase the authorized capital. Most often, such an increase is made to increase the investment attractiveness of the enterprise. However, it may be due to licensing requirements, and lack of working capital, and the entry of a new participant. When increasing the charter capital, it is also necessary to focus on net assets.

For example, if the authorized capital of an LLC is 50,000 rubles, and the value of net assets is 120,000 rubles, then the authorized capital can be increased by no more than 70,000 rubles. In this case, the initial payment must be fully paid.

With an increase in the authorized capital, its size is limited by the value of net assets, and with a decrease in the authorized capital - the minimum allowable amount.

Change in the authorized capital and personal income tax

If the founder of the company is an individual, then when changing the size of the authorized capital, one should remember about. Indeed, in this situation, in relation to its founders - individuals, a business company is a tax agent.

Article 217 of the Tax Code mentions the income of participants in a business company, which are exempt from personal income tax. These are incomes received as a result of revaluation of fixed assets (funds) in the form of additional shares (shares, shares) received by them, distributed among shareholders or members of the organization in proportion to their share and types of shares, or in the form of a difference between the new and initial nominal value of shares or their property share in the authorized capital.

In all other cases (for example, when the authorized capital is increased at the expense of retained earnings), the founder has taxable income. The taxpayer should attribute the increase in the nominal value to “other income received by the taxpayer as a result of his activities in the Russian Federation” (subclause 10 clause 1 article 208 of the Tax Code of the Russian Federation).

The total amount of personal income tax is calculated based on the results of the tax period in relation to all income of the taxpayer, the date of receipt of which relates to the corresponding tax period (clause 3 of article 225 of the Tax Code of the Russian Federation). In the case under consideration, the date of receipt of income is the date of the decision to increase the authorized capital of the company and, accordingly, the nominal value of the shares of each participant.

If the founders do not work in the company and do not receive any money from it, then it is not possible to withhold personal income tax. Considering that the payment of personal income tax at the expense of the tax agent is not allowed, each founder must calculate and pay the tax independently (subclause 4, clause 1, article 228 of the Tax Code of the Russian Federation). At the same time, the company, within a month from the moment of increasing the nominal share of the founder, must inform the tax inspectorate that it cannot withhold personal income tax from the citizen, and at the end of the year submit the 2-NDFL form with the relevant information to the tax inspectorate.

If the authorized capital is reduced not due to its predominance over net assets (Dt 80 Kt 84), but by decision of the founders of the company by reducing the nominal value (Dt 80 Kt 75), the founders also receive income subject to personal income tax (see).

If the authorized capital is reduced due to the requirements of the law, the organization itself does not receive economic benefits and should not include anything in income. If the reduction of the authorized capital is not dictated by the requirement of the law, and at the same time, the funds are not partially or completely returned to the participants, these funds are included in other income in accounting and in non-operating income in tax accounting.

Authorized capital and special regimes

We should also mention the influence of the authorized capital on the taxation system. The structure of the authorized capital may be the reason why the organization does not have the right to apply and.

So, the USN cannot be applied by companies if the share in their authorized capital of other legal entities is more than 25 percent (subclause 14, clause 3, article 346.12 of the Tax Code of the Russian Federation). Exactly the same requirement applies to UTII payers (subclause 2, clause 2.2, article 346.26 of the Tax Code of the Russian Federation).

In the activities of each company, the authorized capital plays a very important role. According to its size, you can give assessment of the state of affairs of the enterprise. MC 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 both in cash and in property equivalent. 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 the Federal legislation in force on the territory of Russia. The Criminal Code is necessarily described in the statutory documentation, which is drawn up in the process of registering a business entity.

The MC of the organization performs a number of functions:

Reserving. In the process of forming the company's assets, the 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 the funds of the authorized capital on the acquisition of raw materials and materials necessary for the implementation of economic and production activities.
Structural 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.

Thresholds

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

OOO

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

After registering an LLC and receiving the relevant documents, its owners can increase the charter capital by contributing property, cash or other assets. It should be noted that any changes in 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 conducting state registration, the founders must make contributions of at least 50%. They are obliged to transfer the remaining assets to the ownership of the organization during the first year of its existence.

In the event that 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 joint-stock company cannot have more than 50 shareholders, and there should not be anything in it that indicates its publicity.

The minimum amount 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 placed openly.

The statutory documentation initially stipulates the share of bills that belong to each owner, as well as the number of votes given to one holder of securities.

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

Public JSC

The activities of public JSCs 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 acquired by the owners at the initial cost determined at the time of issue.

In the course of the activities of companies, their authorized capital can change both to a greater and lesser value, depending on the situation existing in the financial market. In accordance with the regulations of the Federal legislation, the minimum authorized 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 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 should be 5,000 minimum wages.

Municipal unitary enterprise

For municipal enterprises, the federal legislation establishes the minimum amount of the authorized capital, which is 10,000 minimum wages. They are created by local authorities and in the future fully supervise the activities.

Newly opened bank and credit organization

Opening process jar includes a large number of activities. Its founders must comply with all requirements of Federal law in order to receive license 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 on special accounts of the Central Bank of Russia.

Where to submit 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 share capital or in the ruble equivalent) of each founder at the time the company was founded.

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

After the founders receive the registration documentation in their hands, they must transfer the remaining part of the Criminal Code to (payment of funds to the cashier is allowed).

If one of the founders has not fulfilled its obligations and has not contributed its share in the Criminal Code, then a financial penalty provided for by the Charter may be applied to it.

Contributions to the authorized capital can be made by the founders on your own, but within the framework of the current Federal legislation:

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

Property contribution

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

Perform a property appraisal. To do this, you must contact a specialized company that has the appropriate permits.
At the meeting of the founders approve the assessment report which should be reflected in the protocol. If the company is opened by one owner, then there must be his decision, drawn up in writing.
Draw up an act of acceptance and transfer, on the basis of which the property is put on the balance sheet of the organization.

UK money

All funds contributed by the founders to the authorized capital of the LLC must be placed immediately on the accumulative account, and after receiving the registration documentation on the 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 currency of other states.

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

As evidence of the deposit of funds can be considered:

incoming cash order;
statement from the current account;
copies of payments and receipts;
the provision of the company's charter, which states that the payment of the minimum amount of the authorized capital was carried out in full.

Formation example

The process of formation of the statutory fund can be considered on 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 monetary terms - 120,000 rubles, in the form of the right to use the trading premises for 1 year. In percentage terms, the share was 50.21%.

Deadline for joining an LLC

The term 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.

How the increase in the authorized capital of an LLC takes place, you will learn from this video.

Hello! In today's economic conditions, the authorized capital is one of the most important indicators that future partners and investors are guided by in order to assess for themselves the reality of cooperation with a particular company. Why this indicator is so important, we will analyze in this article!

The authorized capital of an LLC - what is it and what is the size

Authorized capital - This is the initial contribution made by the founders of the company.

In Russia, in order to pass, it is enough to have a minimum authorized capital of 10,000 rubles. The legislator fixed the minimum authorized capital of an LLC in the relevant law.

Many people ask a logical question: “What is the need for authorized capital if its size is so small”? Let's briefly dwell on why it is needed.

To start the activities of the company legally;
The presence of the authorized capital guarantees creditors that all obligations to them will be fulfilled;
Allows you to determine what is the share of each of the founders and the number of their votes in the process of making important decisions.

Formation of the authorized capital of LLC (deposits)

Usually, information about the size of the UK is recorded in the charter of the organization. We can say that the authorized capital is a fund that is formed at the time of the establishment of the enterprise. Accordingly, it consists of the value of the share of each founder.

The share of each participant is reflected in rubles, or as a percentage of the total capital.

The maximum size of each share, the procedure for changing the size of deposits, each organization regulates personally, and enters information into the Charter.

Half of the Criminal Code must be formed at the time when the state registration of a limited liability company is carried out.

Before an application for opening a company is submitted, half of the future CC must be placed on a savings account or accepted at the cash desk. After the registration documents are received, this amount will be transferred to the company's current account.

In the event that one of the founders has not made its contribution on time, penalties may be applied to it, if it is stipulated in the Charter. That part of the share that turned out to be unpaid may be alienated in favor of the LLC, distributed among the remaining founders, or sold to third parties.

The company can use these funds for the following purposes:

pay wages;
pay for the rent of premises;
other.

The complete formation of the Criminal Code is confirmed by payment documents (for example: a cash order).

Consider the formation process using a simple example: Let's say three people want to form an LLC. Since the size of the authorized capital cannot be less than 10,000 rubles, then each founder, wishing to have an equal share with everyone, must contribute 3,334 rubles. That is, the UK in this case increases to a size that is evenly divided into 3 parts.

How to deposit the authorized capital of an LLC

It is necessary to carry out the introduction of the Criminal Code in strict accordance with the law. The material below can be presented as a step-by-step instruction.

You can make a contribution to the authorized capital in different ways:

Cash;
Through the transfer of funds;
Shares or other securities;
With the help of property, etc.

At the same time, it should be borne in mind that if the Criminal Code is formed, say, by property, then an independent appraiser should participate in this procedure.

Most choose simple deposit methods so as not to complicate anything (cash and non-cash funds). If the share is paid in cash, a cash order is simply issued, as mentioned above. If the contribution is made in property, then it can immediately be used in the activities of society.

The worst option is to contribute rights on any property (the right to use, etc.). The disadvantage of this method is that any rights can be challenged and called into question. Which will lead to many legal problems.

Types of authorized capital

Imagine the classification as a table:

Having considered all the theoretical aspects of the formation of the authorized capital, the types, methods of its introduction, and also dwell on what innovations were introduced and are operating in 2018.

Authorized capital of LLC in 2018

As before, the minimum authorized capital of an LLC in 2018 is

10 000 rub.

And some more important things to know:

All founders pay their share personally;
The size of the UK can be increased at the expense of financial resources, property or other assets;
It is possible to change the Criminal Code only with the participation of a notary.

Exceptions

For some enterprises, the minimum amount of the UK is not the standard 10,000 rubles, but much more. This list includes commercial banks, insurance companies, producers of alcoholic beverages, etc. The funds required here are already different: 10 million rubles for producers and wholesalers of alcohol, 300 million rubles for insurers and owners of commercial banks.
If an entrepreneur is in doubt about what to choose: LLC and, then it is important to remember that when registering an IP, no monetary contributions are required. An individual entrepreneur is liable with all his property.

Where is UC stored?

Entrepreneurs often ask: where and how is the Criminal Code stored? The fact is that this amount of funds used directly in the process of entrepreneurial activity exists only in the documentation.

Funds contributed to the authorized capital are placed on the company's current account. From there, they can be distributed to other needs of the organization.

Property (for example, real estate) contributed to the authorized capital must have documents confirming its real value (that's what appraisers are for).

The rights of the founders are regulated by the civil legislation of the Russian Federation. Therefore, the owner of a share in the authorized capital at any time can carry out the procedure for the alienation of his property, in any way that is convenient for him.

It is not difficult to sell a share in the UK if you follow simple recommendations. You can use the following methods:

Terminate the transaction step by step, paying only the state fee and notary services. But this option takes a lot of time, since you personally have to bypass more than one instance in order to compile all the necessary documentation;
Use the services of a specialist who will arrange everything quickly and legally correctly. The client only has to pay for the services and send the finished documents to the government agency that resolves such issues.

If you still have to carry out the entire procedure on your own, you will have to carefully monitor compliance with all legal subtleties.

You can also sell not only a share, but also a part of it. To make a sale, you need to collect the following documentation package:

A list of all LLC participants and an application filled out in a specific form;
Agreement, indicating the share of the seller;
Refusal documents from the participants of the company, if the share is acquired not by them, but by a third party;
Phys. a person - a passport, a legal entity - registration documents.

A complete list of required documents can be found when contacting a notary.

After notarization, the documents are sent to the tax office, where they are reviewed and approved.

Donation of a share of the authorized capital of an LLC

The situation when a share in the UK is given as a gift is not uncommon in business circles. The transfer procedure is governed by Russian civil law.

Before concluding a donation agreement, the one who is the donor must carefully study the constituent documents of the company, in particular the Charter. Usually, it spells out the features of the conclusion of this transaction. It is not a fact that other founders will want completely unnecessary people to enter the business.

The contract has two parties: donor And donee. The first party can donate its share to one of the participants in the company, or maybe to several.

You can give a share to a third party only if it does not prohibit. In addition, the donation agreement must comply with all legal requirements and be correctly drawn up from a legal point of view.

What is the procedure for donating authorized capital?

The Charter is carefully studied in terms of the alienation of shares;
A written notification is sent to other members of the company about the intention to donate a share in the authorized capital;
After a month after the consent was received, or no response was received, the donation agreement can be concluded;
The contract goes through the procedure of notarization.

To conclude a donation agreement, you need to prepare the following list of documents:

Statutory documents;
The decision to establish a society;
available evidence;
Passport and TIN of the donor;
Passport and TIN of the donee;
If the share belongs to two spouses under the right of joint ownership, the second spouse must confirm his consent in writing.

The procedure for donating a share must be certified by a notary.

For the donee, receiving a share is income, which means that it entails the payment of tax. Usually this is 13% of the market value of the share.

In the case when a donation occurs between two legal entities, both parties are obliged to pay the tax.

Authorized capital upon liquidation of the company

is not at all simple and involves many different aspects, primarily financial ones. What to do with the Criminal Code, property? Many questions arise.

The liquidation of a limited liability company is a multi-stage and complex process. It must fully comply with the legislation of the Russian Federation.

As for the Criminal Code, it can be divided among the members of the company who contributed it, but only after all debts to creditors are repaid.

Settlement with the participants of the company is part of the entire liquidation procedure.

The management body of the company appoints the composition of the liquidation commission, to which all management functions are transferred. The Federal Tax Service is notified of the planned liquidation, and all creditors are also notified.

Creditors have 2 months to submit any claims to the company. There are cases when this period is extended, for example, if the company has a lot of debt obligations.

The whole procedure as a whole, until the moment of payment of the Criminal Code, can last several months, and maybe several years.

A queue is created, according to which all debts of the society are extinguished:

Citizens whose life or health has been harmed through the fault of society;
LLC employees;
Budgetary and extrabudgetary payments;
Settlements with other groups of persons.

Only after that the debts to the participants are repaid in proportion to the shares.

After all calculations, a liquidation balance sheet is drawn up. This is the company's latest report. If the company is bankrupt, then with the help of the Criminal Code all debts are repaid. This is done by an appointed arbitration manager.

Conclusion

The actual state of affairs, namely a completely formal approach to the management company for LLCs, does not suit many potential partners of the companies at all. That is why there are more and more proposals to increase the minimum Criminal Code. The numbers are different, but at the moment everything ends at the stage of conversations, although this measure would help reduce the number of one-day companies. But so far this initiative remains in words.

Perhaps in the future there will be some changes in this matter.

In order for the information on the authorized capital of the LLC to form a complete picture, we advise you to watch the following video. The lawyer tells in detail all the details of the formation of the authorized capital: how it is formed, where it is stored, what it is spent on, etc.

The authorized capital is the totality of the founder's contributions. The law does not limit the maximum amount of capital. As for the minimum, its observance is immutable. What is the minimum amount of authorized capital in 2019?

The amount of the authorized capital in its minimum value is predetermined by the participants of the company. But below the level prescribed by law, it cannot be. What should be the minimum authorized capital in 2019?

Basic moments

The minimum value of the authorized capital for an LLC is predetermined as ten thousand rubles. Moreover, since 2019, this amount can only be paid in money, as stated in.

Property contributions are only allowed as an addition to a certain minimum amount. But not for all organizations, the smallest indicator of the authorized capital is the same.

It depends on the type of activity being carried out. For example, the minimum CC for:

The value of the initial capital of any organization cannot be less than the amount determined by law. The minimum value must be observed at all times, and not only at the initial stage of activity.

If for some reason the amount decreases in comparison with the minimum indicator, then its increase is necessary.

Concepts

The authorized capital is the totality of all contributions made by the founders, regardless of the form in which the funds are contributed.

Normative base

Regulatory regulation of the provisions regarding the authorized capital is carried out.

In clause 1 of this document, the minimum amount of authorized capital for an LLC is prescribed. The size of the participant's share is determined as a percentage or a fraction of the total amount.

At the same time, in the process of determining the size of the authorized capital, it is necessary to take into account the type of activity of the organization. So the amount of the UK for banks is determined.

The minimum authorized capital of insurance organizations must comply with the requirements. Some other subjects must adhere to special requirements.

What can be the minimum amount of authorized capital in 2019

The minimum value of the authorized capital of an LLC in the law is defined as ten thousand rubles. But for individual enterprises, special features are provided.

Video: the receipt of wasps in the authorized capital in 1C

For example, the minimum amount for joint-stock companies is different. Also, a larger amount is determined for banks, insurance organizations, alcohol producers, etc.

As for some of the nuances of contributing the authorized capital in 2019, they are as follows:

For LLC

The minimum amount of the authorized capital of an LLC is ten thousand rubles. an increase in this norm is allowed, a decrease is not. In this case, the minimum amount is paid exclusively in cash, more - at the discretion of the founders.

You need to know that the amount of the minimum authorized capital must be observed in the course of the entire activity of the enterprise, and not only at the initial stage.

In case of non-compliance with the requirement on the amount of capital, it must be increased. The following rule is also important - the amount of profit for the first two years of activity should not be less than the amount of the authorized capital, otherwise the amount of capital should be reduced.

If it is impossible to reduce, that is, the amount of capital is still equal to ten thousand rubles, the organization is subject to.

If for some reason a member of the company cannot pay his share in full, then at the end of the period provided for making contributions, the unpaid part may be sold to other members or third parties.

For bank

The authorized capital of the bank is made up of investments of participants, and the amount of capital guarantees the interests of creditors. Authorized capital funds are the initial resource for starting the activities of a banking institution.

The authorized capital of a bank cannot include borrowed funds. The minimum amount of capital is three hundred million rubles.

If the bank is a joint-stock company, then the authorized capital is the nominal value of the shares purchased by the shareholders.

Bank authorized capital can be increased by additional issue of shares or by increasing their value at face value.

The capital is reduced by reducing the nominal value of shares or by acquiring outstanding shares and redeeming them.

A bank operating as a limited liability company increases its authorized capital through partial capitalization of profits, additional contributions from the founders, and contributions from third parties.

The decrease in capital occurs when the nominal value of the shares of participants decreases or the shares owned by the bank are redeemed.

Insurance companies

Insurance organizations, except for mutual insurance companies, must have a fully paid-up AC, not less than the minimum amount specified by law.

For insurers carrying out, the minimum amount of the authorized capital is sixty million rubles.

For all other insurers, the minimum is determined on the basis of a base value of one hundred and twenty million rubles and the corresponding coefficient. This is equal to a value from one to four.

The minimum authorized capital may be changed once every two years.

Moreover, a transitional period must be established. It is strictly forbidden to contribute borrowed funds or collateral to the authorized capital of an insurance company.

joint stock company

According to the current Russian legislation, the authorized capital of a joint-stock company is the nominal value of all shares of the company, which were bought out by the shareholders and are at their disposal.

It is important that each of the shares in this case has the same value. Shareholders have equal rights. But the right to vote and the amount of dividends is determined for the founder in proportion to the number of shares he has.

The authorized capital of a JSC is the minimum amount that shareholders may need to protect the interests of the company's creditors. The minimum amount of the authorized capital for a JSC is prescribed in paragraph 1 of Article 66.2 of the Civil Code of the Russian Federation. It is equal to one hundred thousand rubles.

Open joint-stock company

OJSC is a commercial organization whose authorized capital is divided into a certain number of shares to certify the obligations of the shareholders of the company in relation to the OJSC.

An open joint-stock company differs from an LLC in that it can issue securities (shares). Moreover, shares of OJSC can be distributed among an unlimited number of persons.

The peculiarity of this organizational and legal form is that the participants of the company bear limited liability for the debts of the OJSC in transferring the value of the number of shares they have.

Since September 1, 2014, the definition of JSC has changed somewhat. amended the provisions relating to joint-stock companies. Their division into open and closed (CJSC) has been discontinued.

Instead, public and non-public societies began to be distinguished. From that moment on, the JSC turned into a public JSC, or PJSC.

What should be the size of the authorized capital of a joint-stock company,.

That is, its shares are placed publicly. The same law classifies LLCs as non-public companies. The minimum authorized capital of a PJSC in 2019 is set at one hundred thousand rubles.

Credit organization

The value of the authorized capital in the minimum amount for credit institutions is established by Article 11 of the Federal Law No. 395-1.

The minimum amount of the UK at the time of registration is as follows:

Three hundred million rubles	For banking organizations on the date of submission of documents on state registration and issuance of a license to perform banking operations
Ninety million rubles	For non-banking organizations wishing to obtain a license to perform settlements on behalf of legal entities, on their accounts
	For a non-banking organization applying for a license for non-banking credit organizations to make transfers without opening bank accounts and performing banking operations
Eighteen million rubles	For non-bank credit institutions wishing to obtain a license to perform banking operations

Operating banking credit institutions, whose minimum capital size did not meet the norm at the time of the adoption of the law, were required to increase their capital to three hundred million rubles by at least 01/01/2015. Banks that failed to comply with this requirement were closed.

The requirements of the legislation on the minimum amount of the authorized capital must be strictly observed.

It should be noted that many entrepreneurs, when choosing a legal form, give an IP, since in this case no initial monetary contribution is required.