Home Auditorium 7 Authorized capital of a joint stock company (JSC): minimum size, procedure for formation, increase and decrease. Authorized capital: concept, meaning, features

Authorized capital of a joint stock company (JSC): minimum size, procedure for formation, increase and decrease. Authorized capital: concept, meaning, features

Participation of the authorized capital in the company’s activities 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. 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 examined in detail.

What is authorized capital

By definition, capital is the amount of funds, the property of an 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, as well as to satisfy the interests of creditors. Its main purpose is to insure the investments of creditors that they made to generate income for the company.

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

The authorized capital of an enterprise by 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 equity.

With a positive result of the enterprise's activities, its own funds increase by directing retained earnings back into circulation. In this case, the authorized capital will be 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 authorized capital

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

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

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

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

Functions of authorized capital

Authorized capital represents funds that perform 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 the owners to begin their production activities. Regardless of the results of work, the authorized capital of an 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 the event of the need to settle accounts 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 organization’s property.

Minimum authorized capital

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

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

for LLC – 10 thousand rubles;
for closed joint stock companies – 1000 minimum wages;
for OJSC – 1000 minimum wage;
for state enterprises – 5000 minimum wage;
for a municipal enterprise – 1000 minimum wages.

To carry out state registration, at least half 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 company's authorized capital is repaid in the first 3 months of its operation. And after a year of operation, the entire fund is paid for.

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

Authorized capital composition

The authorized capital of an organization is the source that forms the assets of the enterprise. The foundation is created from the property of its founders - legal entities or individuals. Contributions can be in the form of cash, property, as well as rights, such as rent. Restrictions exist only for special types of organizations. Thus, banking institutions cannot form their authorized capital from securities.

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

Formation process

The organization's charter 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 constituent agreement. The documents establish the responsibility of the founders for late contributions of their parts to the general fund.

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

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

When paying off your share in the enterprise fund, 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 work of companies and partnerships, the contributed property is valued according to an agreement between the shareholders.
Before registration, a legal entity does not yet have an authorized capital. And after registration, the capital is put into circulation and can increase and decrease. Therefore, in the reality of the financial and economic activity of the enterprise, this fund loses its insurance function.

Due to such aspects, some countries have abandoned fixing the size of the authorized capital. At the moment, 100 minimum wages cannot protect the rights of creditors, since in terms of cash this value is only 490 dollars. USA.

How is the authorized capital used?

Due to the inherent stability of the fund in question, it is used 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 and fixed assets. The cost of such objects over a certain period is transferred to the cost of manufactured products in the form of depreciation.

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

Installation capital of LLC and ALC

There are certain features of creating the authorized capital 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 activity.

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

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

Authorized capital of a 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 company’s shares that were acquired by its shareholders. When establishing an OJSC, all its shares must be distributed among the founders.

An increase in the value of the company's authorized capital occurs by increasing the par value of securities or issuing an additional number of shares.

When the value of net assets decreases, the same rules apply for OJSC as for LLCs and ALCs.

Covering debts upon liquidation of an enterprise

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

However, depending on the type of organization of the company, the liability in the event of reorganization varies. Larger partnerships have less liability than co-op owners. The latter are responsible to creditors on an equal basis with the founders of full liability companies.

The majority of organizations bear partial responsibility. The debt to creditors is repaid 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 bankruptcy of the organization.

If a company's own funds are insufficient to repay its debt, its credit rating drops. Such an enterprise is unattractive for investment and cannot in the future count on expanding production assets through credit funds. It is in the interests of a legal entity to maintain its credit rating at a high level through a sufficient amount of its own funds, in particular the authorized capital.

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

Fund Size Changes

The authorized capital of an enterprise is a fixed amount. 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 the increase in the fund. The issue of shares carried out after 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 prescribed in the relevant regulatory and legal sources.

Additional funds may be allocated 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 company's reliability rating.

Authorized capital is the means by which an enterprise must form 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 enterprise announces a reduction in its authorized capital. Such actions lead to a decrease in credit rating and reduce the company's reliability in the eyes of investors.

Having examined the features of the formation and management of an enterprise's fixed assets, one can understand the principle of organizing the company's funds. Without it, the activities of a legal entity are impossible. Authorized capital is a fund created upon 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 company's rating in the eyes of creditors.

Authorized capital of a legal entity

Minimum amount of authorized capital of a joint-stock company

The authorized capital of a joint-stock company consists of the nominal value of the company's shares acquired by shareholders (Clause 1, Article 25 of the Federal Law of December 26, 1995 N 208-FZ “On Joint-Stock Companies”, hereinafter referred to as the Law on JSC).

The authorized capital of a joint-stock company determines the minimum amount of company property that guarantees the interests of its creditors.

The minimum authorized capital of a public joint stock company must be 100,000 rubles, and a non-public one - 10,000 rubles (Article 26 of the JSC Law).

These sizes correspond to the minimum amounts of authorized capital of joint-stock companies created before 09/01/2014. The minimum authorized capital of an open joint-stock company should have been no less than a thousand times the amount, and a closed joint-stock company - no less than a hundred times the amount of the minimum wage established by federal law on the date of registration of the company, i.e. 100,000 - for OJSC and 10,000 rubles - for CJSC.

If, when creating a JSC, the size of its authorized capital corresponded to the minimum established at that time, then when registering changes made to the charter of the JSC (or registering a new version of the charter), the company is not obliged to increase its authorized capital.

The registration authority does not have the right to refuse to register changes on the grounds that the authorized capital of the joint-stock company does not correspond to the minimum amount in force on the date of registration of the changes (clause 8 of Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated November 18, 2003 N 19 “On some issues of application of the Federal Law “On Joint-Stock Companies”).

For JSCs carrying out certain types of activities, an increased amount of the minimum authorized capital is established, for example:

Minimum authorized capital

Newly registered bank

300 million rubles - on the day of filing an application for state registration and issuance of a license to carry out banking operations

para. second st. 11 Federal Law of December 2, 1990 N 395-I “On Banks and Banking Activities”

Organizer of gambling in a bookmaker's office or totalizator

100 million rubles

clause 9 art. 6 of the Federal Law of December 29, 2006 N 244-FZ "On state regulation of activities related to the organization and conduct of gambling and on amendments to certain legislative acts of the Russian Federation"

Insurers providing exclusively medical insurance

60 million rubles

120 million rubles using special coefficients

para. second clause 3 art. 25 of the Law of the Russian Federation of November 27, 1992 N 4015-I “On the organization of insurance business in the Russian Federation”

In addition to special requirements for the minimum amount of authorized capital, the following may also be established for joint stock companies in certain areas of activity:

Limit amount of property (non-monetary) contributions to the charter of the joint-stock company;

A special list of types of property in non-monetary form that can be contributed to pay for the authorized capital of a joint-stock company.

For credit institutions, see, for example, paragraphs. 4.9, 4.3 Bank of Russia Instructions No. 135-I dated April 2, 2010 “On the procedure for the Bank of Russia to make decisions on state registration of credit institutions and issuance of licenses for banking operations.”

If the value of the net assets of a joint-stock company becomes less than the minimum amount of authorized capital determined by law, the company is subject to liquidation (clause 4 of article 99 of the Civil Code of the Russian Federation).

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Minimum and maximum amount of authorized capital of various companies

Authorized capital is the basic component of an enterprise’s property, guaranteeing its economic activity and financial stability in front of counterparties. The legislation provides clear indicators of the minimum size of this indicator for various enterprises.

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Regulatory regulation

The authorized capital of an economic entity is formed from funds, as well as property, which are contributed by the founders as security for the financial and economic activity of the company. The authorized capital is not meant as start-up capital for the start-up of a company, since it is a kind of guarantee of the enterprise to its counterparties of the ability to meet its obligations.

The amount of authorized capital is regulated by regulations of the Russian Federation and mainly depends on what organizational and legal characteristics the company has. Let us note the following: organizations are required to have an authorized capital, that is, their founders must certainly invest money or property in order to have full right to make decisions and participate in the activities of the company. Their contributions are called participation shares in the authorized capital, the size of which is also regulated by Russian legislation.

It is necessary to indicate the following legal acts on which the founders rely when creating an organization of one or another form of business. These include:

Each of these documents outlines the main provisions on the procedure for forming the authorized capital of a particular organization, including its direct size. Failure to comply with these legal norms leads to the fact that the organization simply cannot be registered with government bodies, and, therefore, it will not be able to function in its segment of the economic environment.

Requirements for the creation of management companies of various entities

Since companies with different organizational and legal forms have their own special requirements for creating an authorized capital, we will familiarize ourselves with them in more detail.

For a limited liability company, the entire amount of the authorized capital is calculated based on the total shares of all its participants. The shares of the participants may or may not be equal to each other, and specific shares (especially its maximum value) can be specified in the company's Charter. The share of each participant can be determined as a percentage or fraction of the total amount of capital being formed.

The minimum amount of the authorized capital of an LLC cannot be lower than 10 thousand rubles, and the maximum limit for this indicator is not specified in the legislation. The creation of the authorized capital occurs through the contribution of participants’ own funds, property, and securities with a monetary valuation of the property. All shares, as well as the authorized capital itself, are expressed in Russian currency.

This video will tell you about the size of the management company LLC:

For a joint stock company, the amount of the authorized capital is determined by the total par value of all shares received by shareholders. In this case, the shares can be either ordinary or preferred, only the share of the latter in the authorized capital should not exceed 25%.

Since joint stock companies are divided into public and non-public, the amount of this capital varies according to this criterion.

So, for public joint-stock companies the minimum is 100 thousand rubles,
A for non-public JSC- 10 thousand rubles.

The maximum amount of the authorized capital of a joint-stock company is not limited, and therefore the company has the right to issue additional shares to attract the necessary free funds.

Credit organizations

For a credit institution, the minimum amount of authorized capital depends on whether it is a banking institution or not, and whether it is applying for this status.

If an organization is registered for the first time and receives banking status, the authorized capital must be at least 180 million rubles.
If a company is registered for the first time and receives the status of a non-bank credit organization, the minimum amount of its authorized capital must be at least 90 million rubles.
If an existing credit organization plans to obtain the status of a banking institution, the minimum amount of its authorized capital must be at least 180 million rubles.

The authorized capital of a credit organization can be created at the expense of cash or non-monetary property, however, the Central Bank determines the maximum amount of such property in the authorized capital of a credit organization.

Insurance organizations

For an insurance organization, the minimum authorized capital is 120 million rubles using a special adjustment factor. It is used to determine the authorized capital of insurers engaged in various types of insurance. The coefficient values are as follows:

1 - for life insurance, accident insurance, medical insurance, property insurance, motor vehicle liability, business risk insurance;
2 - for life and health insurance of citizens, against accidents, medical insurance;
4 - for reinsurance or any type of insurance not related to life insurance.

The legislation does not have a maximum limit on the size of the authorized capital of an insurance organization.

How to determine the amount of authorized capital

Before registering an enterprise, you need to decide what the size of the authorized capital will be, and for this you should choose the organizational and legal form of the company. It is on this factor, based on the norms of current legislation, that the size of the company’s own source of funds, that is, the authorized capital, will depend.

A situation is possible in which the size of the authorized capital is reduced, for example, when non-monetary property is revalued. Such an event is fraught with the fact that the new value may well be lower than the minimum amount established by law. For example, if a similar situation occurs in an LLC, then according to the law the company must be liquidated. However, to prevent such a situation from occurring, participants may decide to increase the authorized capital, and such an event must be registered in the constituent documents and in the databases of state regulatory authorities.

Minimum amount of authorized capital since 2017

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

What is it

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

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

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

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

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

Threshold indicators

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

In 2016, the minimum amount of capital (authorized) for an LLC was set at 10,000 rubles. When it is formed, each founder personally pays his share.

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

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

Non-public JSC

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

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

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

In this situation, the minimum authorized capital of a non-public joint-stock company must be at least 100 minimum wages.

Public JSC

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

During the operation of companies, their authorized capital may change to either a higher or lower value, depending on the existing situation in the financial market. In accordance with the regulations of Federal legislation, the minimum capital of public joint stock companies must be at least 1000 minimum wages.

Additional information about the authorized capital is in this video.

State enterprise

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

Municipal unitary enterprise

For municipal enterprises, Federal legislation establishes a minimum authorized capital of 1000 minimum wages. They are created by local authorities and subsequently fully supervise the activities.

Newly opened bank and credit institution

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

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

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

Where to deposit and how

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

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

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

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

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

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

Contribution by property

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

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

management company with money

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

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

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

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

Formation example

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

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

Deadline for entry into LLC

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

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

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Amount of the authorized capital of the joint-stock company

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The authorized capital of a joint stock company (hereinafter referred to as JSC) must be paid after its registration. The article reveals general information about the authorized capital (hereinafter referred to as the authorized capital) of the joint-stock company, and also covers questions about how to reduce or increase it.

Authorized capital of JSC

Information on what constitutes the authorized capital of a joint-stock company, as well as on the procedure for increasing and decreasing it, is set out in Art. 25-29 of the Law “On Joint Stock Companies” dated December 26, 1995 No. 208-FZ, as well as in Art. 99-101 Civil Code of the Russian Federation.

The management company is formed when a joint-stock company is created. It is formed by shares, and the amount of capital is determined by their nominal value and quantity. Par value is a stated amount that reflects how much a share is worth in monetary terms. It may differ from the market value, expressed in the amount of money that they are willing to give for 1 share on the market at the current time.

Capital is paid as follows (clause 1, article 34 of Federal Law No. 208). Half of the shares must be paid within the first 3 months after registration of the JSC. The remaining half is paid within a year after registration of the company, unless otherwise specified in the constituent agreement. If the shares are not paid for, the JSC participant who allowed this cannot participate in making decisions on the activities of the company, that is, vote.

A JSC may have ordinary and preferred shares. The former are always equal in value to each other and provide the same rights to the owners. Preferred stock prices may vary, but the same types of preferred stock are priced similarly. At the same time, the nominal price of all preferred shares cannot be higher than 25% of the size of the charter capital of the joint-stock company. The cost of one such share cannot be less than the cost of 1 ordinary share.

The minimum size of the charter capital of a public company (whose shares are in free circulation) is higher than the size of the capital of the LLC, exactly 10 times and amounts to 100,000 rubles. The capital of a non-public joint stock company (whose shares cannot be freely purchased) is 10,000 rubles (Article 26 of Federal Law No. 208). By virtue of clause 3 of Art. 11 Federal Law No. 208, all necessary information about the authorized capital of a joint-stock company must be specified in the charter.

Minimum capital for certain types of joint stock companies

For some types of joint stock companies, the minimum amount of capital is established by special laws (Clause 1, Article 66.2 of the Civil Code of the Russian Federation).

In particular, the increased size of the minimum capital capital is established:

for banks and other credit organizations due to the requirements of Art. 11 of the Law “On Banks...” dated December 2, 1990 No. 395-1 (from 90 million rubles to 1 billion rubles depending on the type of credit institution);
insurance organizations due to the requirements of clause 3 of Art. 25 of the Law “On the Organization of Insurance...” dated November 27, 1992 No. 34015-1 (from 120 million rubles to 480 million rubles, depending on the coefficients established by law for various insurance objects);
vodka producers due to the requirements of clause 2.2 of Art. 11 of the Law “On State Regulation...” dated November 22, 1995 No. 171-FZ (80 million rubles).

Increase in the authorized capital of the joint-stock company

All JSC shares are uncertificated. This means that information about the owners of shares is reflected in registers or in securities account records. The shares do not have to be whole. By virtue of clause 3 of Art. 25 Federal Law No. 208 they can be crushed.

Fractional shares also participate in the turnover of a public JSC or within a non-public JSC. If a shareholder has, for example, 2 fractional shares, each of which is ½ of a whole share, then he is considered to own a whole share.

The capital of a joint-stock company can be increased in 2 ways:

By increasing the value of existing shares. A decision on this is made at the general meeting of shareholders. It is possible to increase the value of existing shares when the joint-stock company has property that can cover the increase in value.
By issuing new shares. A decision on this is made either by the general meeting or by the board of directors, if such powers are transferred to it in accordance with the charter of the joint-stock company. As a rule, an issue is carried out when it is necessary to attract new shareholders. It is possible to increase capital both through the property of the joint-stock company and in other ways, for example, by attracting funds from new shareholders.

To increase the authorized capital of a joint stock company, all members of the general meeting must vote unanimously in favor. New shares that appear at the expense of the JSC's property are distributed among shareholders in proportion to their number. It should be noted that the number of shares cannot exceed that specified in the charter of the joint-stock company.

Reduction of the authorized capital of a joint-stock company

The capital of a joint-stock company can not only be increased, but also decreased. At the same time, there are cases when this must be done without fail, for example, when one JSC is joined by another (clause 4.1 of Article 17 of Federal Law No. 208) or the shares of the JSC were not paid for and were transferred to the company that must sell them (clause 1 Art. 34 Federal Law No. 208).

IMPORTANT! Capital cannot be reduced if, as a result of its reduction, the size of the authorized capital will be less than 100,000 rubles for public joint-stock companies or less than 10,000 rubles for non-public ones.

Reduction is made in 2 ways:

By reducing the price of each share of one type (for example, all common shares). A decision can be made by the general meeting, and a proposal to this effect is put forward by the board of directors.
By reducing the total number of shares. The decision must be made at a general meeting.

IMPORTANT! Reducing the authorized capital of a joint stock company is possible only when it is stated in the charter. Otherwise, you will need to make changes to it.

You cannot reduce capital by reducing the value of shares if (clause 4 of article 29 of Federal Law No. 208):

they have not been paid;
they were not purchased by the JSC in accordance with Art. 75 Federal Law No. 208;
The joint-stock company meets the criteria for bankruptcy;
reduction of capital will lead to bankruptcy;
the value of assets is less than the total size of both the charter capital and the reserve fund, as well as the value of preferred shares;
the value of assets after the share price is lowered will become less than the total size of the charter capital, reserve fund, as well as the value of preferred shares;
dividends were declared but not paid;
The JSC is specialized (Article 15.2 of the Federal Law “On the Market...” dated April 22, 1996 No. 39).

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So, in most cases, the size of the authorized capital of a public joint-stock company at the beginning of its activities is equal to 100,000 rubles, and of a non-public joint-stock company - 10,000 rubles. It must be paid in full within a year after registration of the JSC.

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Authorized capital of JSC

Lawyers' answers to questions about the authorized capital of an open joint-stock company

The authorized capital of an OJSC is made up of the nominal value of the shares of its participants; this value determines the size of the property of a legal entity that guarantees the interests of its creditors. The amount of capital cannot be established independently by the shareholders of the company; it is strictly fixed in the legislative framework of the Russian Federation and must be no less than a thousand times the minimum wage established by law on the date of registration of the company.

The general procedure for legal regulation of the statutory activities of a JSC is set out in the Civil Code of the Russian Federation and the Federal Law “On Joint-Stock Companies”; certain types of activities are regulated by industry-specific legislative acts.

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What organizational and legal form to choose for the legal entity we are creating? persons, JSC or LLC?

Please tell me what organizational and legal form to choose for the legal entity we are creating, OJSC or LLC? What's the difference? What are the advantages? From a legal point of view, which is better?

Authorized capital of LLC

Good afternoon Tell me please. We register an LLC. The authorized capital is 10,000 rubles. We will have 3 founders, it is necessary to distribute the capital into equal shares. It turns out that it is necessary to write: 33.3 / 33.3 / 33.3? And the fact that 0.01 is lost.

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Authorized capital of OJSC Gazprom

Information is needed on the size of the authorized capital of OAO Gazprom in 2014 to draw up a certificate of income. More details on Pravoved.RU: https://pravoved.ru/question/787761/

Authorized capital upon transformation of an OJSC into an LLC

Good afternoon! I have a question. An OJSC with an authorized capital of 400,000 rubles (par value of a share = 1 ruble) is being transformed into an LLC. By the decision of the General Meeting of Shareholders, shareholders who did not take part in the meeting or who voted against the transformation will not become members of the LLC and may.

The amount of the authorized capital of OAO Gazprom as of December 31, 2014

Information is needed on the amount of the authorized capital of OAO Gazprom in 2014 to draw up a certificate of income for a spouse who is a municipal employee.

Redemption of shares

The JSC, under Article 72 of the Federal Law on JSC, acquired (10% of all shares) its shares on balance in 2010, then, under a purchase and sale agreement with installment payment, they sold these shares to physicists. In 2011, under Article 75 of the Federal Law on JSC, it bought back (15% of all shares) shares from the shareholders of the village.

Paying tax on shares

During 2012, I purchased ordinary uncertificated shares of an open joint-stock company for 2,000,000 (two million) rubles in the amount of 1,700 pieces at a par value of 1,175 rubles. for 1 piece. Based on Part 1 of Art. 72 Federal Law No.

Authorized capital of LLC

Question: the size of the authorized capital was declared as 200,000 (the LLC began its activities in October 2014). Through the bank, an amount marked “contribution to the authorized capital” in the amount of 140,000 was deposited into the current account. As far as I know, the money is in.

Making changes to the authorized capital of an LLC

Good afternoon, dear lawyers! I have a question for you regarding the authorized capital. The LLC has been operating since October 2014, the authorized capital is 200,000 rubles. At the end of the year, the amount of authorized capital is smaller. Is it necessary to make changes to.

Double taxation

US citizen D. Jones lives in Russia for 100 days in a calendar year. He owns 25% of shares in the authorized capital of OJSC Invest, registered in the city of Novosibirsk. Is citizen D. Jones a tax resident of Russia?

Accounting and tax accounting

The OJSC's share in the authorized capital of the limited liability company is more than 50%. The OJSC decided to withdraw from the membership, which it communicated in writing to other participants in the subsidiary. How to reflect these transactions in the accounting and.

Fictitious price of authorized capital by mutual agreement of shareholders

Hello! The OJSC has two shareholders with shares of 50% and 50%. The first shareholder, by mutual agreement, increased the authorized capital with money, the second, not wanting to pay with money, increased intellectual property (patents worth 1.2 billion rubles). Everything was there.

Authorized capital

Hello. Please tell me if I am breaking the law. We registered an LLC with an authorized capital of 10,000 rubles. The Charter does not stipulate how it will be paid, but the decision states that it will be paid in cash. Do I have the right to add to the charter?

How to determine a quorum upon the withdrawal from the membership of an LLC of a reorganized participant, the owner of more than 50% of the capital

In Romashka LLC, the participant of Buttercup OJSC (participation share in the management company is 99.99%) was reorganized by merging with Tyulpan LLC with the transfer of rights and obligations. To make an entry in the Unified State Register of Legal Entities, the tax office requires a protocol of the meeting of participants on the withdrawal of one participant.

Authorized capital

Where can I find out the size of the authorized capital of an LLC. And if they withdrew funds from the authorized capital, then how to find out.

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Minimum amount of authorized capital of LLC , in contrast to the maximum, is determined at the legislative level. The publication contains comprehensive information about the minimum and maximum size of the authorized capital, the procedure for determining their size, and also reveals the answer to the question of how to contribute property to the authorized capital of an LLC.

What is the authorized capital of an LLC?

The concept of “authorized capital” (hereinafter referred to as the authorized capital, MC) is defined in Art. 90 of the Civil Code of the Russian Federation, as well as in Art. 14 Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ. Some use this term as “authorized capital” (through the letter O), but this is not correct from the point of view of the Russian language. MC is the value of the shares of the company's participants in nominal terms. In fact, the organization owns this capital, which is its property. At the same time, the authorized capital is determined in ruble terms.

Each member of the company is obliged to pay his share. If the share is not paid, it passes to the LLC by virtue of clause 3 of Art. 16 Federal Law No. 14, and then implemented. The management company ensures the interests of the company's creditors.

If after two years of the organization’s existence (or later) the size of the company’s assets becomes less than the authorized capital, then it must be increased. Otherwise, the company must be liquidated.

Minimum authorized capital

The minimum amount of authorized capital is 10,000 rubles (clause 1, article 14 of Federal Law No. 14). This is a general case, while legislation may also provide for private ones, for organizations engaged in certain areas of business.

The increased size of the minimum capital is fixed for:

bookmaker organizations involved in gambling, which must deposit 100 million rubles;
banking organizations, their management companies contribute 300 million rubles (for basic licenses), or 1 billion rubles (for universal ones);
non-bank credit organizations - from 90 to 300 million rubles, depending on whether the company is a central counterparty or not;
insurers - from 120 million rubles to 480 million rubles, depending on the type of insurance objects;
vodka producers – 80 million rubles.

Regional legislation may establish alternative requirements for the size of the capital assets of organizations located in a specific constituent entity of the Russian Federation.

Maximum amounts of authorized capital

The maximum size of a capital company is not defined by law, however, the charter of a particular company may limit the size of the share of its participant, which will affect the maximum size of the capital company.

An example is the following situation.

The Charter of Rys LLC stipulates that the maximum nominal value of the share of the company’s participants is 20,000 rubles. There are 3 participants in the company. Based on this, the maximum size of the management company of Rys LLC is 60,000 rubles (20,000 * 3).

How to contribute authorized capital in cash?

Since May 2014, the management company has been paid, and not before. The deadline for payment is 4 months after entering information into the Unified State Register of Legal Entities, however, a shorter (but not longer) period may be fixed by the agreement on establishment or the decision of the sole participant. Each founder pays the management company in the amount of the nominal value of his share. After registering a company and opening a current account, it is necessary to deposit the authorized capital into the current account, after which the charter capital is considered paid.

Many beginning entrepreneurs ask the question: where is the authorized capital kept? Funds must be kept in the organization's current account. The funds must always be in the account, and if the size of the assets after 2 years of the LLC’s existence becomes less than the management company, the company, as already mentioned, either must increase them or be liquidated.

Is it possible to contribute the authorized capital with property?

By virtue of paragraph 1 of Art. 15 Federal Law No. 14 of the Criminal Code can be paid for with property, but the minimum capital of 10,000 rubles must be paid exclusively in cash.

The minimum authorized capital can be paid exclusively in cash (not property).

The procedure for paying the management company with property is as follows:

the property contributed to the authorized capital is assessed;
Participants vote to approve the value of the property. In this case, they all must vote “yes”;
the result of the assessment is recorded in the decision of the general meeting of participants;
the property is transferred to the company's balance sheet under a transfer and acceptance act.

Thus, the minimum amount of the authorized capital of an LLC is 10,000 rubles, and the maximum is not limited. The minimum authorized capital is paid exclusively in cash.

Russian legislation stipulates that in order to register an LLC it is necessary to contribute the authorized capital. Without this procedure, the Company will not be registered, but the minimum amount is not so large as to seem unaffordable even for one person - 10 thousand rubles. It’s even easier to divide it between several co-founders. Why is it necessary to contribute authorized capital, how is it formed, how to contribute it, and what structure does it have?

Why do you need the authorized capital of an LLC?

The need to introduce it is due to a number of factors:

Due to the fact that such a norm is prescribed in the Legislation, the contribution of the authorized capital is one of the guarantees that the activities of the Company will be registered in accordance with the Law.
This contribution is a guarantee for creditors that the obligations assumed by the founders of the LLC will be fulfilled to the former.
It becomes one of the basis for determining the shares of the founders in the Company and the votes that they have when resolving important issues related to the activities of the enterprise.

The shares of each founder in the authorized capital, which is the enterprise fund formed during its organization, do not necessarily have to be equal. At the same time, the share of each participant must be determined, which, first of all, is necessary for him to determine the degree of his influence within the framework of the enterprise’s activities.

Minimum authorized capital

There are a number of activities for which the amount may differ, and significantly.

First of all, this issue can be regulated by local authorities, but less 10 thousand rubles there cannot be an authorized capital.

In addition, the Law provides for the following minimum amounts for the following areas of activity:

the authorized capital for insurance companies operating in the field of health insurance is 60 million rubles;
the amount for insurance companies operating outside the medical field is 120 million rubles;
for producers of alcoholic beverages, the amount of authorized capital is 80 million rubles;
gambling organizers must deposit an amount of 100 million rubles;
depending on the type of license for non-banking organizations, the minimum amount of authorized capital is determined at 90-180 million rubles;
banking organizations need to deposit 300 million rubles.

These amounts may also be different depending on local legislation, including downwards.

As for the maximum size of the authorized capital, the founders of the Company determine it at their discretion and register it in.

Formation of the authorized capital of LLC

As a rule, information about it is contained in the Charter of the Company. Until 2014, at least half of the required amount had to be generated by the time of state registration of the enterprise. In 2017, amendments were made to the Legislation, according to which payment must be made within 4 months after the creation of the LLC.

The required amount is deposited into the cash office of the Tax Inspectorate or into a savings account. Upon completion of registration of documents and their delivery to the founders of the enterprise, it is transferred to the company’s current account.

If any of the founders of the organization does not pay their share in a timely manner, he may be subject to penalties, provided that such measures are determined by the Charter. The unpaid share in this case can be taken away from the defaulter through alienation and divided among other founders. One option is to sell it to third parties.

An organization can use these tools for its own purposes:

payment of wages to employees;
procurement for the activities of the enterprise;
payment for rent of premises, etc.

The procedure is carried out in strict accordance with the Law.

It can be carried out in several forms:

money;
through the alienation of property on account of the authorized capital;
shares and other securities.

When it comes to contributing property, there are several important points to consider:

the minimum amount of authorized capital must be contributed in money;
an independent appraiser must be involved in the process, who will evaluate the contributed property;
as soon as it is contributed, the property can immediately begin to be used in the activities of the enterprise.

The law also provides for such a method of contributing the authorized capital as the right to use any property. This option is considered not the most acceptable, since these rights are very easily disputed, which entails a lot of paperwork.

The procedure for adding property to the authorized capital of an LLC is carried out as follows: algorithm:

The appraiser evaluates the contribution.
Next, the founders must approve the assessment made. It is considered approved only if there is a unanimous decision of all founders.
Information regarding the valuation of property is included in the Charter or minutes of the meeting of participants. It must also be included in the agreement concluded between them if there are more than two founders.
The property is recognized as a contribution and transferred to the organization’s balance sheet with the drawing up of a corresponding acceptance certificate.

Depending on the method of contributing the authorized capital, the following types are distinguished:

Share capital, formed at enterprises whose activities are regulated by other documents other than the Charter.
Authorized fund formed by the contributed property.
Mutual fund, which often happens in cooperatives. It represents the totality of contributions from all founders of the organization.

Lawyers advise entering all the little things, even those that may seem insignificant, into the agreement and the Charter of the LLC. This will allow you to avoid many controversial issues in the future, and if they arise, resolve them without unnecessary problems.

As for paying the contribution in cash, this can be done in two ways:

by transferring money to a special account;
at the cash desk of the Tax Service.

The most common option of the two listed is the first one, since it is more convenient. Registering an account requires money, but this procedure for registering the Company still needs to be completed, so it is more convenient and faster to do this in advance and use the account already in the first stages of registration.

Each of the founders transfers money to the created account, and then a receipt for this is sent to a special service - the Tax Inspectorate.

The second option can also be used, and it will not cause any difficulties, but it has one drawback - the size of the commission exceeds that charged for a bank transfer. This option also has an advantage - by using it, you will not have to worry about notifying the Tax Inspectorate about the contribution.

You can learn more about contributing and increasing the authorized capital of an LLC from this video.

Custody of authorized capital

Speaking about where it is stored, you need to understand that this is a kind of fund that is used to carry out the activities of the Society, and its existence, in fact, is only a documentary formality.

After transferring these funds to the organization’s account, they are used for its needs. The legislation of the Russian Federation does not prohibit the spending of these funds by the Company at the discretion of its founders.

Change of authorized capital of LLC

It can be carried out both in the direction of increase and in the direction of decrease - it depends on the goals being pursued, and in the second option, also on the extent to which the Law allows this to be done.

The need to increase the size of the authorized capital is usually dictated by the emergence of new participants and shareholders in the LLC.

The larger the authorized capital of an organization, the more confidence it inspires among potential shareholders, partners, creditors, etc.

There are reasons for this too. The main ones:

the enterprise incurs losses and is in fact not profitable;
the shares transferred to it have not been distributed in the Company.

Algorithm for changes in authorized capital regardless of whether they are positive or negative, the same:

Preparation of a package of documents. It includes an application drawn up in accordance with form P13001, a document confirming the payment of the state duty, a decision of the founders of the Company to make changes to the authorized capital, a document indicating that the new shareholder (if one appears) has contributed his share, and the amended Charter. All documents must be certified by a notary.
Submitting a package of documents to the Tax Service. It is imperative to obtain a receipt from the inspectorate employee confirming that he has received the documentation.
Receiving new documents from the Tax Inspectorate.
Notifying all persons who are interested in this about the changes made.

Each of these points must be completed.

The law of the Russian Federation states that when liquidating an LLC, shareholders must first pay off all their debts to creditors, partners, banks and other organizations and persons. After this, profits and authorized capital can be distributed between them in shares proportional to those that each of them contributed to it.

Starting any business carries with it certain risks, and opening an LLC is no exception. But by correctly spelling out all the nuances, the founders can protect themselves as much as possible from disputes, including those related to the authorized capital.

Authorized capital- the amount of work recorded in the constituent documents of the organization that have passed state registration. It differs from the amount of funds initially 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– these are funds or property contributed by the founders when registering an LLC. In accordance with paragraph 1 of Art. 14 Federal Law No. 14-FZ “On LLC”, the authorized capital of an LLC determines the minimum amount of its property, guaranteeing the interests of its creditors, and is made up of the nominal value 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 register to a 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 used.

An increase in the minimum wage does not necessarily mean an increase in the authorized capital. 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), limited liability company (LLC), additional liability company (ALC):

for limited liability companies and ALCs - Law of Ukraine No. 1759-VI dated December 15, 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 of creation of the LLC. From 01/01/2010, the minimum salary (and, accordingly, the amount of the minimum authorized capital of the LLC) is 869 hryvnia.

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

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

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