The authorized capital is formed by the participants. Authorized capital of an LLC: what an accountant should know

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

Minimum authorized capital

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

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

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

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

Where to contribute the authorized capital when creating an LLC?

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

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

Contribution to the authorized capital with property

The authorized capital of the property is contributed as follows:

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

Faces the problem of creating the company's authorized capital. It is one of the most important financial indicators of the organization. Let's try to figure out together what authorized capital is, how it is formed and what functions it has.

Basic Concepts

Before considering the stages of forming the authorized capital of any company, we suggest you understand what this fund is.

Authorized capital – this is the minimum sum of money, which must be in a special bank account of the organization for its normal functioning.

The financial indicator can be viewed from several angles, or rather, from legal and economic angles.

From a legal point of view, the authorized capital - This is a certain amount of money that is used to repay loans. Its value reflects the solvency of the company.

From an economic point of view - this is the minimum size Money necessary to start the operation of the enterprise.

It should be remembered that the authorized capital can be used in the following cases:

• Payment of current expenses. These include costs associated with the purchase of materials for production at the beginning labor activity enterprises;
• Payment of expenses for registering an enterprise;
• Rent for industrial and office premises;
• Material remuneration for company employees;
• Payment of company loans.

Depending on the type of organization, the authorized capital may have different names.

Functions of authorized capital

Like any other company fund, the authorized capital has a number of functions:

• Investment – ​​funds from the authorized capital are used to purchase materials and raw materials necessary for production;
• Reserving - thanks to the formation of assets, certain payments can be made (payment of loans) if a deficiency is visible working capital;
• Structural distribution – allows you to distribute profits among investors, depending on their shares in the authorized capital.

Sources of formation of authorized capital

This fund increases if production expands, brings additional profit, or changes its legal form.

If the company suffers losses, then it is rational to reduce the amount of the authorized capital. The main thing is that it is not lower than the minimum state norm.

In order to change this value, the company analyzes its work for the year. Depending on the data received, a decision is made to change the authorized capital. This process is documented and the new value is included in the charter.

If the company has credit obligations, then it must inform the lender about this before making changes. However, the authorized capital cannot be created from loan funds, because It is he who is the source of repayment of the company's debts. Only an investor can take out a cash loan, after which he deposits the received amount as part of the authorized capital, and repays the loan himself.

Conclusion

Authorized capital is the totality of the fixed assets of an enterprise and its current assets. That is, this is the amount of business investment.

This financial fund is formed even before the official registration of the company. There are several ways to form authorized capital. Depending on the organizational and legal form, it may consist of cash, material assets of investors, the nominal price of shares or the authorized capital of the enterprise.

The size of the authorized capital directly affects the solvency of the company. Therefore, enterprise managers are interested in increasing this indicator, especially when they plan to take out loans.

Judging by the number of links on the BukhOnline forum, the topic of accounting for authorized capital and transactions with it is very relevant. This material for novice accountants outlines the basic information and rules that must be remembered when accounting for authorized capital.

The authorized capital is an integral part equity enterprises, which is widely used in . In particular, when assessing financial stability, business activity, profitability.

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

Amount of authorized capital

The procedure for the formation and size of the authorized capital of the LLC is determined Federal law"About societies with limited liability» dated 02/08/98 No. 14-FZ. Article 14 of this law states that the minimum authorized capital of an LLC must be no less than ten thousand rubles.

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

Accounts and transactions related to the authorized capital

In synthetic accounting, account 80 tells us about the authorized capital. Its balance is reflected in the liability line of the balance sheet of the same name and always corresponds to the amount that is recorded in the constituent documents (and not paid, as some accountants mistakenly believe). The authorized capital in the balance sheet is reflected in line 1310 “Authorized capital (stock capital, authorized capital, contributions of partners).” This line should contain the amount specified in the company's charter, even if it has been partially paid. In this case, the debt of the founders is subject to reflection in the group of articles 1230 “Accounts receivable”.
Analytical accounting for account 80 is carried out by founders, and in a joint-stock company, by type of shares.

The authorized capital is formed not only from cash (Dt 50, 51, 52 Kt 75), but also from fixed assets, intangible assets (Dt 08 Kt 75), materials (Dt 10 Kt 75), valuable papers and accounts receivable (Dt 58 Kt 75). These entries reflect the receipt of deposits.

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

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

In 1C, the formation of the authorized capital occurs through an Accounting Certificate (in the “eight” - through manually entered transactions).

Payment by the founders of their shares

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

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

After paying for the share in the authorized capital, the founder, losing ownership of the contributed property, receives the following rights:

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

Contribution of property to pay for the share

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

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

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

Tax accounting of property received as a contribution

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

Forming the authorized capital with property in non-monetary form has its advantages: you can take for deduction the amount restored by the owner (here an invoice is not needed), and the cost of such property can be written off as expenses for tax purposes. The main thing is that the primary documents are properly prepared and the cost of the accepted property is correctly formed. (For more information on tax accounting of transferred property, see “”).

Authorized capital and net asset value

During the operation of an enterprise, an accountant needs to monitor whether the size of the authorized capital corresponds to the real value of the company’s property.

For example, in practice a situation may arise when the authorized capital turns out to be greater than net assets. (Let me remind you that the net asset value is determined based on data balance sheet as the difference between the value of all assets of the enterprise and its debt obligations (see order of the Ministry of Finance of Russia and the Federal Commission for the Securities Market No. 10n, No. 03-6/pz dated January 29, 2003 “On approval of the procedure for assessing the value of net assets joint stock companies"). Moreover, the methodology is the same for LLCs and JSCs). In this case, the LLC cannot distribute profits between participants until it puts in order the ratio of net assets and authorized capital (clause 2 of Article 29 of Law No. 14-FZ).

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

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

I will also add that if a company receives property from its participants to increase the value of its net assets, it does not generate taxable income. In this case, the size of the share of the authorized capital owned by the founder does not matter ().

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

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

When increasing the authorized capital, its size is limited by the value of net assets, and when decreasing the authorized capital, it is limited to the minimum allowable amount.

Change of authorized capital and personal income tax

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

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

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

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

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

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

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

Authorized capital and special regimes

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

Thus, the simplified tax system cannot be used by companies if the share in their authorized capital of others legal entities more than 25 percent (subclause 14, clause 3, article 346.12 of the Tax Code of the Russian Federation). Exactly the same requirement exists for payers of UTII (subclause 2, clause 2.2, article 346.26 of the Tax Code of the Russian Federation).

Since 2017, the authorized capital of an LLC, as before, has been one of the main indicators of the company. It is taken into account by investors and partners in the decision-making process on cooperation, and indicates the reliability of the enterprise and its future prospects. Below we will consider what authorized capital is, what functions it performs, what it is needed for, how it is increased and decreased, as well as many other nuances that are of interest to future partners.

Authorized capital of an LLC - what is it and why is it needed?

​The authorized capital of an organization is a parameter by which one can judge the minimum level of guarantee on the part of a legal entity and its ability to fulfill obligations. According to the legislation, the Criminal Code is the initial payment that the founders of the enterprise must make. Monetary or non-monetary property, which plays the role of LLC capital, acts as a guarantee to protect the interests of creditors. The size of the enterprise's capital must be fixed in the charter.

An equally important issue concerns the appointment of the company's management company. From the above, it can be understood that the authorized capital is the funds with which the company can pay off its obligations to creditors if problems arise. In the event of bankruptcy (liquidation), the founders of the LLC risk only the authorized capital, which is reflected in the constituent papers.

Participants pay money in advance certain parts(shares), representing the contribution of each founder to the activities of the LLC. How larger size down payment, the more rights one of the owners of the company has in the decision-making process.

In addition, the money and material assets that the founders invest at the time of creating the LLC perform several tasks:

• Are the main and mandatory element work of society.
• Act as a guarantee and measure of responsibility to partners.
• The total size of the shares of the founders of the LLC is determined.
• They are the initial capital of an enterprise necessary to start operations.
• Can be used in the form of working capital necessary for the purchase of raw materials, office equipment and equipment for work.
• Play the role of a foundation wages necessary to pay workers.
• They are used when the company needs other acquisitions.

Minimum amount of authorized capital of LLC

It is known that since 2017, the minimum capital of an enterprise is 10,000 rubles. But here are some points to consider:

• Depositing funds into the LLC management company is not necessary at the registration stage. The company's participants have four months from the date of completion of registration to replenish the capital by 100%.
• Payment for the shares of the management company is made by each founder personally and in an amount that corresponds to his part.
• In the course of future activities, the enterprise has the right to increase its authorized capital. This procedure is possible through cash injections or other assets (property, securities and others).
• In the process of determining the share at the registration stage, participants should be aware that the nominal price of the share in the charter capital is displayed in rubles, but in the future it may increase along with the amount of capital.
• Measuring the value of an organization's capital can only be done if a notary body is involved.

As noted above, the lower limit of the authorized capital is 10,000 rubles. But there are a number of nuances here:

• In some types of activities, the lower level of the Criminal Code is higher. This applies to commercial banks, alcohol producers, insurers and other organizations.
• If there is any doubt whether it is better to choose an LLC or an individual entrepreneur, the entrepreneur must remember that in the second case there is no need for contributions. This is due to the fact that the entrepreneur’s area of ​​responsibility is all his property, and not just the management company.

Any organization that decides to open an LLC must decide on one more important issue— content of the authorized capital. The composition of the management company depends on the size of the parts contributed to the owners of the company, measured in percentage or fractional terms.

The authorized capital is formed from a number of elements:

1. Money contributed by the founders.
2. Property - offices, warehouses, cars and factories.
3. Other material assets - raw materials used in production, office supplies, Supplies and furniture.
4. Moral rights, which include licenses, patents, and programs used in the work.

The assessment of the founders' parts is carried out as a whole (jointly). In a situation where the non-monetary part of the authorized capital is estimated at an amount of 20 thousand rubles, an independent appraiser must be hired to determine the exact value. By the way, the Civil Code of the Russian Federation stipulates that it is impossible to open an enterprise with a non-monetary component in its management company without using the services of an independent appraiser. For this reason, at the stage of opening a society, a number of contradictions often arise.

Free preparation of documents for LLC registration and convenient online accounting are available to you on the “My Business” service.

Formation of authorized capital: accounting entries

The presence of a basic management company is one of the main conditions for starting the activity of an enterprise and a key requirement for the founders of an LLC. The size of the authorized capital is determined at a meeting of participants, after which the decision is reflected in the constituent papers of the newly formed organization.

It is known that the role of the founder of a company can be either an ordinary citizen or another company, therefore the capital of one LLC can become the property of another company (partially or completely). But it is worth remembering the usage limits tax regimes. In particular, the share of other companies in the authorized capital should not exceed 25%.

The procedure for forming a management company of a company involves the following steps:

1. The number of company participants is determined.
2. A decision is made regarding the size of the management company, as well as the volume of the share of each owner. An independent appraiser is hired to determine the value of the non-monetary part.
3. The minimum amount of authorized capital is paid (from 10,000 rubles). Funds are credited to a savings (special) account, opened by the company, or to the LLC cash desk. The volume of the authorized capital required to complete the registration procedure is formed. To begin with, it is enough to contribute at least 75% of the company’s capital, but if such an opportunity exists, it is better to pay 100%. If capital is transferred in the form of property, registration is carried out using acts, and if in money - using cash orders.

As soon as the considered measures are completed, the company is registered, after which the money from the savings account is credited to a bank account opened for further activities of the company. If at the time of registration not the entire amount was deposited into the LLC's management company, it is required to repay the remaining debt and then provide confirmation. This could be a certificate from financial institution on the transfer of the required amount signed by an accountant or bank manager. Transfer acts or primary payment papers can be used as supporting papers.

Once carried out constituent Assembly, and the LLC has been registered, the accountant can begin performing the work. First, he must study the constituent documents, and then select documents from which conclusions can be drawn about the expenses of the founders for the LLC and the amount of actual payment to the participants.

The information obtained is sufficient to indicate transactions related to the movement of funds and the creation of equity capital. When reflected in accounting, accounts of class 4 of the Chart of Accounts are used. The size of the LLC's management capital is shown in accounting by posting Dt46 “Unpaid capital”, as well as Kt40 “Authorized capital”. By the way, account Dt 46 is used to reflect debts in the company’s capital (on credit) and on accounts 31, 14, 30, 12, 20 (depending on the form of replenishment) - on debit.

Deadline for contribution of authorized capital to LLC

In 2017, the founders must contribute funds to the authorized capital of the company within up to four months. But it is worth noting that sometimes this parameter can be set to individually. If the company's participants have not fulfilled their obligations within the period established by law and have not covered the debt in the company's management company, further registration of the company may be refused.

In addition, the founder of an LLC does not have the right to deviate or refuse to pay the share determined in the organization’s charter.

How to deposit the authorized capital into the account of the LLC being created?

Depositing funds into the company's management company must be made in strict accordance with legal requirements. Below is detailed information that you can use as step by step instructions to action.

Contribution to the authorized capital is carried out in one of the ways - using cash, by transferring money, by securities (shares), by transferring property, and so on. It is worth considering that when forming a management company involving property, an independent appraiser will be required.

Many founders prefer simple options depositing funds so as not to complicate your life. Most often, cash transfers or non-cash payments are chosen. If the management capital is replenished with property, it can be immediately used in the company’s work.

Most difficult option implies the contribution of a share of rights to any property or the right to use it. The disadvantage is that rights can be challenged or questioned at any time. As a result, society is faced with many legal problems that will have to be resolved.

That is why experts advise to include in the agreement even minor details that relate to the shares of the participants. In the future, this allows you to avoid legal incidents and litigation.

Increasing the authorized capital of LLC

In the process of work, the founders of the enterprise may decide on the need to increase the size of the company's capital. The reasons for such manipulation are various - the admission of a new founder to the structure or the need to comply with legal requirements in the event of a change in the type of activity. Also, an increase in the authorized capital gives the company greater credibility and increases the chances of attracting additional capital from investors.

There are also different ways to increase the capital of an LLC.. The procedure can be carried out at the expense of the company’s existing assets and additional contributions from shareholders. For example, the emergence of new founders leads to the latter contributing their shares to the authorized capital. As a result, the size of the authorized capital increases.

Regardless of the reason why the decision was made to increase the capital, as well as the chosen method, the registration process remains unchanged. It is performed according to the following algorithm:

1. Organized general meeting, where the founders of the LLC should be. The owners of the company decide to change the size of the charter capital upward and to include an additional participant (if this fact occurs). In the case of increasing the authorized capital by making new contributions, another decision is required, involving the transfer of funds to the authorized capital.
2. A new version of the charter or additional sheets with amendments are being prepared, which reflect the new size of the LLC’s charter capital.
3. State duty is paid. In 2017, its size has not changed and is equal to 800 rubles.
4. Papers are being prepared that confirm the fact of the new owner making a contribution or an additional contribution. The transfer of funds can be confirmed by a payment order, receipt or cash order. If the increase is made with the help of property, it is impossible to do without involving an independent appraisal organization and drawing up an act of acceptance of the new property on the balance sheet of the enterprise.
5. Submission to the tax office of papers relating to the registration of an increase in the LLC's capital and amendments to the charter. No more than 30 days are given for this work. The package of documents must include an application (form P13001), which is certified by a notary, a receipt for payment of the state duty, papers confirming the fact of entry into the Criminal Code, a new version of the charter or paper with amendments (2 copies), as well as the minutes of the meeting of owners or the decision of the single founder. The last document must be certified by a notary.

After five working days, you must contact the Federal Tax Service again and receive a sheet confirming the entry in the Unified State Register of Legal Entities, as well as a version of the new charter certified by the tax inspectorate.

Reducing the authorized capital of an LLC

In the course of the enterprise’s activities, situations are possible when the reverse process is required - reducing the authorized capital. The need to perform such actions may be required in the following cases:

• The price of the LLC's net assets is below the level of the authorized capital. This fact indicates that the company is unprofitable. A similar situation may occur in the first year of operation of the company, but if there is such a tendency in the future, the organization must announce its intention to reduce the authorized capital.

For example, the price of the organization’s net assets in the 3rd year of activity is 200 thousand rubles, and the size of the capital is 400 thousand. In such a situation, we can say that the company’s property does not provide the authorized capital. As a result, the interests of counterparties may suffer. In order to avoid problems, the company must declare a reduction in the authorized capital to the level of 200 thousand rubles. Do not forget that reducing the volume of capital below the established limit is not allowed.

• During the year the company did not distribute or sell the received share. Here, the obligation of the LLC includes repayment of the received portion. To better understand this requirement, it is worth considering an example. One of the founders decided to leave the company, and his share became the property of the company. The authorized capital is 10 million rubles and is distributed between founders Y and Z in the ratio of 40 and 40 percent, and the company's share is 20%. In this case, the LLC’s capital should be reduced by 2 million rubles, after which it will be 8 million. At the same time, the percentage increase in the shares of the founders is carried out - it increases to 50% for each.

Regarding the requirement of the law regarding the reduction of the LLC’s capital in the event that it was not repaid in fixed time from the date of registration, it is now no longer valid.

The reduction of the capital is carried out according to the following algorithm:

1. A meeting of LLC owners is convened. To make a decision to reduce the capital, the decision of the founders of the company is mandatory. To approve the fact of reducing the amount of capital, at least 2/3 of the votes are required (other requirements may be specified in the charter of the LLC). If the founder of the company is only one person, he has the right to make decisions independently. The adopted document reflects not only the fact of reducing the size of the LLC's management company, but also the introduction of amendments to the organization's charter.
2. Notification of capital reduction to the Federal Tax Service. To secure decision at the legislative level, it must be reported to the tax office. The company has three days to do this. The Federal Tax Service is notified by submitting an application (form 14002). The document must be signed by the head of the company. In this case, the director’s signature will have to be certified by a notary even when personally submitting the application to the Federal Tax Service.

There is no need to visit a notary only if the document is submitted electronically and signed with an enhanced digital signature. In addition, the applicant must have a decision to reduce the authorized capital, a power of attorney (if the papers are not transferred by the head of the LLC) and a passport.

Federal Tax Service employees, within five days of receiving the application, enter information into the Unified State Register of Legal Entities stating that the company is at the stage of capital reduction.

• Notification of counterparties about a decrease in the amount of the authorized capital. In the event of a reduction in the size of the authorized capital, the organization must notify creditors. For this purpose, a corresponding message is submitted in the State Registration Bulletin. The notification can be submitted online through a special form on the journal’s website. Information about the reduction of the company's capital is published twice. First, after receiving data on making an entry in the Unified State Register of Legal Entities from the Federal Tax Service, and after that no later than 30 days after the 1st publication.
• Submitting documents to the tax service to amend the charter. As soon as the second publication has been published in the journal, it is necessary to prepare a package of papers and take them to the registering Federal Tax Service. Here you will need to provide the following papers - receipts for payment of 800 rubles of state duty, a decision of one owner or minutes of a meeting (if there are several participants), application P13001 (must be certified by a notary), calculation of the price of net assets (if the Criminal Code is reduced under Article 90 of the Civil Code of the Russian Federation, paragraph 4). Evidence is also required that counterparties were notified of the reduction in the company's capital. This may be a copy of a publication certified by the supervisor, or an original printed magazine.

At the final stage, all that remains is to appear at the Federal Tax Service no later than 5 days later and receive the new edition of the charter with an entry sheet in the Unified State Register of Legal Entities and a note about the reduction of the LLC’s capital. The applicant or his authorized representative (if there is a power of attorney) can come to collect the documents in person.

Authorized capital upon liquidation of LLC

The Civil Code of the Russian Federation (Article 67) stipulates the right of company participants to receive part of the property (in proportion to own share) in case of liquidation of the LLC. But such a division is possible only after debts to the organization’s counterparties are covered.

The LLC Law (Article 58) states that after completion of settlements with partners, the division of property between the owners begins with the participation of the liquidation commission. In this case, the sequence of actions will be as follows:

• The founders receive distributed income payments.
• The remainder of the property is divided between the founders, taking into account the shares reflected in the charter.

You can return the management company of an LLC upon liquidation by sending a payment order to a financial credit organization or by paying out funds through the company's cash desk.

The management body of the company, which decided on the need for liquidation, is determined by the composition of the liquidation commission. The latter takes over all functions related to managing the process of distribution of funds, after which the Federal Tax Service is informed about this.

The next step is to announce the fact of liquidation in the media, as well as informing counterparties. Creditors have three months to formulate and submit claims against the liquidated company. In some cases, if an LLC has many property obligations, representatives of the liquidation commission have the right to allocate a longer period to complete the termination procedure.

The maximum period is not specified by law. In practice, the process of liquidation and repayment of obligations can take from 2-3 months to several years. A lot depends on the type, amount of debt and other factors.

The priority for covering financial obligations is prescribed in the Civil Code of the Russian Federation (Article 64). Given the requirements of this article, it is worth considering the following points:

1. First of all, payments are made to individuals who have suffered harm (to health or life) due to the liquidation of the company.
2. Next, settlements are made with the employees of the LLC. This includes severance pay, employee compensation, and other bonuses.
3. At the third stage, payments are made to budgetary as well as extra-budgetary funds.
4. At the end of the process, creditors have the right to rely on their funds.

The claims of each subsequent queue can be covered only if payments have been made in full for the previous queue. It is worth noting that LLC participants do not have the right to act as creditors. This means that they can only rely on the property that remains after paying off other obligations.

If, after making the main payments, the company still has property, it is time to pay the debt to the LLC participants. Payments are made taking into account the size of shares of the company's owners. When distributing funds, a special act is drawn up, which reflects the features and principles of distribution of property. This document must be signed by all LLC owners.

Based on the requirements of Article 63 of the Civil Code of the Russian Federation, upon completion of settlements with creditors, a liquidation balance sheet is expected to be drawn up, which is the last official report of the company. The document reflects all assets of the LLC that remain after the completion of liquidation settlements. The final balance can be of two types - unprofitable or profitable. In the first case, debts are covered using funds from the authorized capital.

Before the final stage of asset distribution, the founders must decide on the payment of the management capital during the liquidation process. If the LLC has only one owner, payments are made based on his decision.

The process of writing off the authorized capital in cases where the liquidation process is underway deserves special attention. Depending on the results of the liquidation balance sheet, two options are possible. If the operation is profitable, it is reflected in correspondent accounts as profit received for reporting period(Dt 99 Kt 84), as well as an increase in the capital capital due to retained income (Dt 84 Kt 80).

If the result of the LLC’s work is negative and the enterprise has a loss, the debt is covered from the funds available in the company’s charter capital. The operation is reflected in the accounts as a write-off of losses (Dt 80 Kt84). As soon as this operation is completed, the real value of the capital is visible, which can be divided between the owners.

In the accounting accounts, this entry is reflected as payment to participants of their shares of the capital stock (Dt 75 Kt 50 (51)), as well as a reflection of the amount that is subject to distribution (Dt 80 Kt 75). In a situation where the resulting balance is zero, the founders of the company cannot count on receiving a share.

A separate approach takes place if the company is declared bankrupt. In such a situation, the entire authorized capital goes to cover the existing debts of the enterprise. However, the founders cannot count on receiving these funds. The process of transferring money (property) from the management company is organized during bankruptcy proceedings, which is supervised by a specially appointed person - the arbitration manager.

The trustee's job is to oversee the bankruptcy process and also take over the sale of the LLC's assets that make up the bankruptcy estate to raise money. In this case, the pre-emptive right to purchase is lost. The funds received during the sale of property are used to pay legal costs, pay for the work of the arbitration manager, and also cover debts owed to counterparties.

If, after completing settlements to creditors, taking into account the procedure prescribed in the Bankruptcy Law and the Civil Code of the Russian Federation, there is money left, it can be distributed among the owners of the company, but taking into account the existing shares.

In conclusion, it is worth noting that the management company is formed only by commercial structures of JSC and LLC. As for municipal unitary enterprises, this category includes state organizations forming the authorized capital. In JSC and LLC, the management capital is divided into parts, but in the second case it is summed up from the nominal prices of the participants’ shares. In a joint-stock company, the management company is formed taking into account the nominal price of the shares that were purchased by the participants. Unlike the authorized capital, the fund must be formed within three months. In addition, UV cannot be separated.

Results

The situation that has developed around the LLC does not in any way suit potential founders. Many people claim that it is necessary to increase the minimum size of the charter capital to increase the level of guarantees for counterparties. The numbers sound different, but the matter has not yet gone further than talk. This is one of the key points, because making such a decision would allow us to eliminate many fly-by-night companies. We can only hope that in the future the situation will change for the better.

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

What it is

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

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

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

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

1. 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.
2. 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.
3. 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 in percentage from them.

Threshold indicators

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

OOO

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

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

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

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

Non-public JSC

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

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

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

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

Public JSC

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

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

Additional information about the authorized capital is in this video.

State enterprise

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

Municipal unitary enterprise

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

Newly opened bank and credit institution

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

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

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

Where to deposit and how

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

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

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

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

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

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

Contribution by property

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

1. Perform a property valuation. To do this, you need to contact a specialized company that has the appropriate permits.
2. 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.
3. Draw up a transfer and acceptance certificate, on the basis of which property is placed on the organization’s balance sheet.

management company with money

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

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

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

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

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

Formation example

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

1. 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%.
2. 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%.
3. Sidorov N.P. made a statutory contribution in cash equivalent - 120,000 rubles, in the form of the right to use the retail premises for 1 year. In percentage terms, the share was 50.21%.

Deadline for entry into LLC

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

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