home Audience 6 The minimum size of the authorized capital of JSC. The authorized capital of an LLC: why is it needed, size, terms and procedure for its payment

The minimum size of the authorized capital of JSC. The authorized capital of an LLC: why is it needed, size, terms and procedure for its payment

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 share capital, even if one year (provided by the Foundation Agreement or 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 participants in the company is taken by a majority of at least two-thirds of the votes of the total number of votes of the company's participants, 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 deposits. 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 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.

The authorized capital cannot be less than the amount provided for by the relevant laws on JSCs. For the formation of a JSC, the laws of most countries require the payment of not all capital, but only part of it - the rest can be paid within a specified time.

Under Russian law, the minimum charter capital for a closed joint stock company is 100 times the minimum wage, and for an open joint stock company, 1,000 times the minimum wage. In order to register a joint-stock company, it is necessary to submit to the registration authority, in addition to the constituent documents, a certificate from the bank confirming the payment of at least 50% of the authorized capital. For these purposes, before the registration of the enterprise, a savings account is opened for the contributions of the founders to the authorized capital.

The procedure and method for calculating the amount of the authorized capital depend, first of all, on the conditions for the formation of a JSC.

A joint stock company may be created on the basis of a previously operating limited liability company and a business partnership. In this case, the authorized capital of the joint-stock company may be equal to the equity capital of the previously operating enterprise, it is only necessary to re-register the constituent documents.

If a new enterprise is created by combining the capitals of the founders, then it is important to assess the required amount of authorized capital, which would allow the joint-stock company to function normally and make a profit.

The calculation of the amount of the authorized capital is included in the draft business plan, is carried out on the basis of the necessary technical, economic and cost estimates and a preliminary assessment of the profitability of the project.

For the corresponding calculations, you can use data obtained from the experience of similar enterprises, or rely on the calculations of specialists in this field of entrepreneurship. First of all, it is necessary to determine the one-time and current investments of capital, the cost and profitability of a unit of production, and other indicators.

The size of the authorized capital is not a fixed (constant) value. The authorized capital may be changed by decision of the general meeting of shareholders, in connection with a change in the size of the JSC's property.

The joint-stock company is obliged to conduct an annual assessment of its net assets. If at the end of the second and each subsequent financial year the value of such assets turns out to be less than the authorized capital, then the JSC is obliged to declare and register the decrease in the authorized capital. Changes in the authorized capital can only be made by decision of the general meeting of shareholders as follows:

Cancel or redeem part of the shares without changing their face value or reduce the face value of shares without changing their number;

Issue additional shares, provided that the authorized capital is fully formed.

If the meeting of shareholders has decided to change the authorized capital, then the corresponding changes must be made to the constituent documents of the joint-stock company.

A change in the value of the authorized capital may be associated with a revaluation of the property (fixed assets) of the enterprise due to inflation. In Russia, for example, the revaluation of fixed assets of JSCs was carried out as of July 1, 1992 and January 1, 1994.

An increase in the authorized capital as a result of revaluation can be carried out by increasing the value of previously issued shares or by means of an additional issue of shares in the amount of the capital increase.

The increase in value from the revaluation of real estate is called capital surplus. Excess capital does not pay dividends. They increase the total cost of capital.

The participation of the authorized capital in the activities of the company has a lot of features and functions. Without understanding this indicator, it is difficult to draw conclusions about the state of affairs of the enterprise. The authorized capital is one of the most important sources of funds participating in the activities of the enterprise. Therefore, its features and functions should be analyzed in detail.

What is authorized capital

By definition, capital is the amount of funds, the property of the enterprise, which is used to make a profit.

The authorized capital is the initial contribution of the founders of the company, invested to ensure a minimum profit, and also to satisfy the interests of creditors. Its main purpose is to insure the investments of creditors, which they directed to generate income for the company.

Therefore, the authorized capital has a fixed value. This value is specified in the documents when creating a company.

The authorized capital of the enterprise in the form of ownership refers to its own funds. When a legal entity is founded, its authorized capital is equal to its own. The company's property, which it owns, when converted into cash equivalent, is the considered type of own funds.

With a positive result of the enterprise's activity, own funds increase by directing retained earnings back into circulation. In this case, the authorized capital will become less than the legal entity's own funds.

Performing the most important functions in the activities of the enterprise, the formation of these funds is clearly regulated by the legislation of the Russian Federation.

Formation of the authorized capital

Depending on the organizational and legal form of the enterprise, its initial equity capital is also formed. The contribution to the charter capital of the partnership is the funds contributed by the founders to the activities of the company, guaranteeing each of them a share ownership of the enterprise.

For a joint-stock company, a contribution to the authorized capital is a fund formed by selling shares. The number of owners for this type of organization is quite large. Therefore, the composition of the owners is easily changed. This does not apply to closed joint stock companies.

Partnerships are convenient as a form of organizing small businesses. Joint stock companies are more suitable for large enterprises.

Less popular are such forms of organization as cooperatives and municipal companies. The authorized capital of municipal organizations is formed from the funds of the state or local budgets. Cooperatives form this fund from the shares of their owners.

Authorized capital functions

The authorized capital is a means that performs a number of functions in the company's activities.

One of the main functions that this fund performs is the start of activities. This reflects the rights of owners to start their production activities. Regardless of the results of the work, the authorized capital of the enterprise is the most stable liability item.

The next function is warranty properties. It is the authorized capital that provides the minimum that is necessary for insurance in case of need for settlement with creditors.

Another property of the authorized capital is the distribution function. It indicates what voting rights the investor has in the management of the organization. The value of each share in the authorized capital determines the value of the property of the organization.

Minimum authorized capital

The minimum amount of the authorized capital is constant and is established at the time of the organization's creation.

In the future, no one has the right to force a legal entity to increase this fund. The increase in the minimum wage (minimum wage) affects only newly organized enterprises. The minimum authorized capital is:

for LLC - 10 thousand rubles;
for CJSC - 1000 minimum wages;
for OJSC - 1000 minimum wages;
for state enterprises - 5,000 minimum wages;
for a municipal enterprise - 1000 minimum wages.

To carry out state registration, at least half of the size of the authorized capital must be paid. A joint-stock company, according to the law, must be registered without an initial payment. 50% of the authorized capital of the company is redeemed in the first 3 months of its operation. And after a year of operation, the entire fund is paid.

The authorized capital of the company is cash, material assets, property, securities.

The composition of the authorized capital

The authorized capital of the organization is the source that forms the assets of the enterprise. The creation of the fund is carried out from the property of its founders - legal entities or individuals. Contributions may be in the form of cash, property, or rights such as leases. Restrictions exist only for special types of organizations. Thus, banking institutions cannot form their statutory fund from securities.

The founder is obliged to contribute property to this fund without fail. Under no circumstances can he be released from his duty.

Formation process

The charter of the organization regulates the process of transferring property from the founders to a legal entity. For limited and additional liability companies, these actions are also stipulated in the memorandum of association. The documents establish the responsibility of the founders for the untimely contribution of their parts to the general fund.

The authorized capital is property valued by making a decision on its value at the general meeting of the founders. This is done by an independent appraiser and is entered into the documentation after the general agreement.

The transfer of values is carried out with the help of the transfer acceptance act. This document, together with the contributions reflected in the balance sheet of the legal entity, serve as evidence of the contribution of the authorized capital within the agreed time frame.

In case of cash repayment of its part in the enterprise fund, the proof of the contribution of the founder's share is a certificate from the bank with the account of the legal entity.

The essence of the insurance function

The concept of authorized capital as the property of an enterprise is rather conditional. In the realities of the modern organization of the work of companies and partnerships, the contributed property is evaluated under an agreement between shareholders.
Prior to registration, a legal entity does not yet have an authorized fund. And after registration, the capital is sent into circulation and can increase and decrease. Therefore, this fund in the reality of the financial and economic activity of the enterprise loses its insurance function.

Due to such aspects, in some countries they refused to fix the size of the authorized capital. At the moment, 100 minimum wages cannot protect the rights of creditors, because in terms of cash, this amount is only 490 dollars. USA.

How the authorized capital is applied

Due to the inherent stability of the fund under consideration, it is directed to cover less liquid, fixed assets.

Share capital is an asset such as land, equipment and real estate. For a newly created enterprise, the most popular balance sheet items covered by the established fund are non-current assets, fixed assets. The cost of such objects is transferred to the cost of products in the form of depreciation over a certain period of time.

To finance working capital, either short-term borrowed capital or retained earnings are used.

Installed capital of LLC and ALC

There are certain features of the creation of the statutory fund of limited and additional liability companies. He, according to part 1 of Art. 90 of the Civil Code of the Russian Federation, consists of contributions from its participants. The size and proportions are set in advance.

For such organizations, the authorized capital is funds that must be paid at least 50% at the time of registration. The second half is paid during the year of the company's operation.

If this does not happen, the enterprise announces its liquidation or a reduction in the size of the statutory fund.

If after each year of operation, net assets have a lower value than the authorized capital, it is reduced in accordance with the procedure established by law.

Authorized capital of the joint-stock company

According to paragraph 1 of Art. 99 of the Civil Code of the Russian Federation, the authorized capital consists of the net value of the shares of the company that were acquired by its shareholders. When an open joint-stock company is established, all its shares must be distributed among the founders.

The increase in the value of the authorized capital of the company occurs by increasing the nominal value of securities or issuing an additional number of shares.

In case of a decrease in the value of net assets, the same rules apply for OJSC as for LLC, ALC.

Coverage of debts upon liquidation of an enterprise

The size of the authorized capital is the insurance fund of the enterprise, from which the legal entity is settled with creditors.

However, depending on the type of organization of the company, the responsibility in the event of a reorganization varies. Large partnerships bear less responsibility than owners of cooperatives. The latter are liable to creditors on a par with the founders of companies with full responsibility.

The majority of organizations bear partial responsibility. The debt to creditors is returned from the amount of the authorized capital. As a rule, in the current conditions, it is completely insufficient to pay off all obligations in the event of an organization's bankruptcy.

If the company's own funds are not enough to pay off the debt, its credit rating drops. Such an enterprise is unattractive for investment and cannot further count on the expansion of production assets at the expense of credit funds. It is in the interests of a legal entity to maintain its credit rating at a high level at the expense of a sufficient amount of own funds, in particular, authorized capital.

Cooperatives and limited liability companies cover their obligations to creditors with the personal property of all founders of the partnership, their shares in other organizations.

Fund Size Changes

The authorized capital of the enterprise is a fixed value. However, there are cases when its size changes.

An increase in the authorized capital is possible only when additional participants join the organization. The attached share of the authorized capital is one of the possible reasons for increasing the fund. The issue of shares carried out after the registration of a legal entity also affects the authorized capital.

Such changes are carried out strictly in accordance with the law and are documented. All cases of increasing the fund are registered in the relevant legal sources.

Additional funds can be attributed to the authorized capital after the sale of shares at a price that is higher than their nominal value. In the balance sheet, these funds are displayed in the "Additional capital" section. These funds increase the reliability rating of the company.

The authorized capital is the means by which the enterprise must form the reserve capital. This fund must be at least 15% of the authorized fund.

If the value of net acts for the period decreased and became lower than the value of the authorized capital, the company announces the reduction of its authorized capital. Such actions lead to a decrease in the credit rating and reduce the reliability of the company in the eyes of investors.

Having considered the features of the formation and management of fixed assets of an enterprise, one can understand the principle of organizing the company's funds. Without it, the activity of a legal entity is impossible. The authorized capital is a fund created during the registration of an enterprise. Its value is regulated by law and acts as a guarantee of the organization's solvency to investors. Fund changes affect the rating of the company in the eyes of creditors.

Authorized capital of a legal entity

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.

Authorized capital- the amount of work recorded in the constituent documents of the organization that has passed state registration. Differs from the amount of funds originally invested by the owners to ensure the statutory activities of the organization, by the amount of their debt, reflected in the debit of account 80 [ ] . The authorized capital determines the minimum amount of property of a legal entity that guarantees the interests of its creditors.

Authorized capital- this is the money or property contributed by the founders during the registration of the LLC. In accordance with paragraph 1 of Art. 14 of Federal Law No. 14-FZ "On LLC", the authorized capital of an LLC determines the minimum amount of its property that guarantees the interests of its creditors, and is made up of the nominal value of the shares of its participants.

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✪ Lesson No. 22. Authorized capital

✪ How to contribute funds to the authorized capital Depositing funds from the cash desk to the current account Nuances

✪ authorized capital of a legal entity

Subtitles

Minimum authorized capital in Russia

Minimum authorized capital in Ukraine

To calculate the minimum authorized capital, the minimum wage is applied.

An increase in the minimum wage does not mean a mandatory increase in the statutory fund. Its size is set based on the level of the minimum wage at the time of registration.

The minimum authorized capital determined by the Law of Ukraine "On business companies" dated September 19, 1991 No. 1576-XII for a joint stock company (JSC), a limited liability company (LLC), an additional liability company (ALC):

for a limited liability company and ALC - the Law of Ukraine No. 1759-VI dated 15.12.2009 amended Art. 52 of the Law of Ukraine "On business companies" (No. 1576-XII of September 19, 1991).

In accordance with the new edition of Art. 52 of the Law on Business Companies, the minimum authorized capital of a Limited Liability Company must be the amount of at least one minimum wage in force at the time the LLC was established. From 01.01.2010, the minimum wage (and, accordingly, the amount of the minimum authorized capital of an LLC) is 869 hryvnia.

Previously, the minimum authorized capital of an LLC had to be at least 100 minimum wages;

for joint-stock companies - 1250 minimum wages, based on the minimum wage rate in force at the time of the creation of the joint-stock company.

Since June 2011, the minimum thresholds for authorized capital have been removed. Some changes took place in the process of its formation. The authorized capital is formed in 100% of the amount of money or property, after the registration of the LLC, during the year.