Place of authorized capital. Change of authorized capital. Enterprise Features

22.09.2019

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

In this article you will read:

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

What is the authorized capital of an organization

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

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

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

What is included in the authorized capital of the organization

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

How the authorized capital is divided into shares

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

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

What functions does the authorized capital perform?

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

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

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

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

How is the authorized capital formed?

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

Partnerships;

Joint stock companies.

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

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

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

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

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

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

How does capital change occur?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

How to do capital accounting

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

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

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

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

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

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

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

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

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

K-t sch. 75-1.

Accounts that can be debited:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1) Check the procedure for forming the authorized capital;

2) Study the structure of the authorized capital.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Current assets of an enterprise: concept, management and analysis

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

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

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

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

Information about the author and company

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

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 deciding 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 types 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 minimum size the 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 implementation state registration enterprises. 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 wages 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 things to consider. important points:

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 deposited, 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 has 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 making 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 is the totality of funds that the founders of an enterprise invested in it at its founding; partnerships and LLCs are created on this principle. Authorized capital is necessary to ensure the initial operation of the enterprise, but mainly in order to ensure the return of funds to the organization's creditors. For this reason, with the development of an enterprise, its authorized capital does not disappear, but remains, and sometimes it will increase.

Its purpose remains the same - to insure the company’s creditors and counterparties to whom the latter has obligations. Therefore, the authorized capital, unlike other types of capital characteristic of a company, has fixed sizes, which are determined when a legal entity is founded. In the future, the enterprise is obliged to maintain the authorized capital at the level specified in the statutory documents.

It is worth noting that often the size of the authorized capital is not enough to provide for all persons - both individuals and legal entities - to whom the company had obligations at the time of closure. The size of the authorized capital at the beginning of the functioning of the company is determined as the difference between the property of the legal entity and its liabilities.

Types of capital

Capital is a conditional concept in a sense, therefore the same funds on the company’s balance sheet usually refer to several types of capital at once. Thus, real estate owned by a company can be considered both authorized capital and equity capital, as well as tangible capital. In order to better understand what the authorized capital is and what functions it performs, you need to do brief overview types of capital.

First of all, it is distinguished depending on the form in which it is found, so it is distinguished:

real;
monetary.

The difference between them is that the first is contained in material objects, as a rule, means of production that generate profit. The second is represented by funds, usually in the company’s circulation. This money is used both for the functioning of the organization and for the acquisition of means of production, that is, it can be converted into material capital, and vice versa, it is converted into monetary terms, usually this happens when selling unnecessary means of production or products that have been stored. Typically, funds are kept in the bank where the company has an account. The organization keeps money in an account, since the bank increases it, even if the enterprise itself cannot use it effectively.

Own and borrowed types

In turn, money capital is divided into equity and borrowed capital. Own - these are those funds that the company has as property; however, tangible assets also belong to own ownership if they are also owned by the organization. Shareholders' equity is defined as the difference between all the assets owned by a company and its liabilities.

Borrowing usually takes the form of money, but the use of tangible borrowed capital is also common and takes the form of leasing or rental. Its sources are varied:

Loans – both short-term and long-term.
Borrowed amounts of money.
Advance payments to a company against a guarantee of delivery of goods or provision of services.
Rental of means of production.
Leasing of means of production.

It is characteristic that it easily flows from one form to another; in fact, the entire production of goods and services is based on this.

Authorized capital

The capital owned by a company represents all of its assets valued in monetary terms. However, this assessment does not include borrowed funds, the share of which in the company’s turnover can be very significant. The authorized capital is part of the enterprise's own capital, so it also cannot in any way be classified as borrowed capital. In this regard, the law establishes a clear line of demarcation between these types.

Initially, the authorized capital is equal to the enterprise’s own, this is observed when a legal entity is founded. If the company managed to make money and did not go bankrupt immediately, then gradually the size equity due to profit exceeds the statutory amount. Also to increase working capital the company can attract borrowed funds.

How is the authorized capital formed?

The authorized capital is, in essence, the investment of the owners of the enterprise in it. It is formed in different ways depending on what organizational and legal form is chosen for the enterprise. There are two main types for legal entities:

partnerships;
joint stock companies.

The difference between them is that in order to become the owner of a joint stock company, you need to buy shares - documents that give the right to own part of the enterprise. At the same time, in order to become a co-owner of a partnership, you must be one of its founders, having invested your own funds in its authorized capital or buying out the share of another or other partners.

Thus, the authorized capital of joint stock companies is formed through the sale of shares, and partnerships - through the contributions of the founders, in exchange for which they receive share ownership of the enterprise. The main difference between these types of enterprises is that in joint stock companies it is usually much easier and faster to change the composition of the owners of the enterprise, and their number is much larger. Unless, of course, we are talking about closed joint stock companies.

It is also important that joint-stock companies are managed by a board appointed by the meeting of shareholders, and the partnership is managed by its members themselves. This difference between these forms of enterprise leads to the fact that, on average, partnerships are convenient form for relatively small enterprises, and joint stock companies for huge ones.

In addition, there are two more forms of company organization, they, however, are less popular, we are talking about municipal enterprises and cooperatives. Funds for establishing municipal companies are generated from local budgets or from transfers from the national budget. Such formation of the authorized capital usually does not mean the foundation of a new material and technical base, but the re-registration of an existing one under a new name as part of the reorganization of a set of municipal enterprises.

Cooperatives, as well as artels, form their authorized funds from the share contributions of their participants. Typically, cooperatives bring together people who work together in the enterprise they founded, that is, labor collective and the owners of the enterprise are either completely or substantially identical. Cooperatives usually differ from partnerships a large number participants and a significantly smaller, if not completely absent, influence of the amount of funds invested in an enterprise on a person’s right to take part in its management and count on substantial payments from the income of the enterprise.

Use to cover the debts of an enterprise during its liquidation

It is also worth noting that co-op owners bear greater responsibility than members of most partnerships. It is comparable only to the liability of participants in a general liability partnership. The majority of partnerships have partial liability. Such an enterprise is liable in the amount of its authorized capital, which is usually not enough to fulfill all obligations in the event of bankruptcy of the company.

However, what to do? According to the law, persons in respect of whom limited liability partnerships have obligations are ready to provide for their interests only from funds of the charter type, while the personal property of the members of the partnership or their shares in other partnerships cannot be used to pay off debts incurred during bankruptcy limited liability partnerships.

Change in size, additional and reserve capital

During the operation of the enterprise, its authorized capital may increase. This is possible when new members are admitted to the partnership or when additional shares are issued. It is worth noting that all cases in which an increase in the size of the statutory state is allowed are prescribed by law. In order for changes to be legally recognized, they are drawn up taking into account the requirements of the law.

Also, additional authorized funds can be created when shares are sold above their nominal value; this can happen if demand for them exceeds supply. The additional funds received in this way are credited to additional savings - part of the authorized ones. They are used to increase the reliability of the company in order to increase the amount of funds that can be used to pay off debts. For the same purpose, a reserve stock is formed; it is filled from deductions made from the company’s net profit; the amount of these deductions should not be less than five percent.

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The amount of deductions and the formation of reserve funds itself are prescribed by law; it also establishes that the amount of reserve capital in relation to the authorized capital should not be less than fifteen percent. The additional principal amount, also, according to the law, is not spent to be credited to the profit of the enterprise and ensures payments to the company's creditors.

Why is the authorized capital of an LLC needed, how is it formed, where is it stored and can it be spent? In this article we will answer these and other most common questions about the authorized capital of an LLC.

Concept and functions of authorized capital

There is no definition of authorized capital (hereinafter - MC) in the legislation. But based on the meaning of the existing rules on capital assets, we can say that this is a monetary value that reflects the minimum amount of the organization’s property, through which the interests of its creditors are ensured.

Answering the question about why authorized capital is needed in an LLC, we can say that the management company performs 3 functions at once:

Starting At the stage of creating an LLC, capital is the material base, which must be sufficient for the legal capacity of the organization to arise. Every company has a management company; without it, an LLC cannot be registered. Information on the size of the capital company must be included in the charter (Article 12 of the Law “On LLC” dated 02/08/1998 No. 14-FZ).
Security. The management company acts as a guarantor of the interests of creditors (clause 1, article 14 of law 14-FZ). Therefore, the law established the minimum size of the charter capital, as well as the rule that it is impossible to release founders from the obligation to pay for their share in the capital.
Certifying. With the help of the Criminal Code, the size of the share (participation) in the company is established. The size of shares, in turn, predetermines the voting structure when making decisions at general meetings of participants (hereinafter referred to as GMS), and also affects the distribution of profits.

LLC authorized capital structure

The capital of the LLC is divided into shares that determine the degree of participation in the company. The entire capital is 100%, and the share of each participant is determined as a proportion to the total size. The size of the share can be indicated in the documents of the company and the Unified State Register of Legal Entities both as a percentage and as a simple fraction.

The ratio of shares when creating an LLC can be any (for example, 1 of 2 participants may have a 99% share, the other - 1%). A single participant may own 100% of the capital, but this does not happen in all cases when participant 1. It is possible, albeit temporarily, for a situation where the share belongs to the company itself.

The number and size of shares of LLC participants may change during the economic life of the latter: both the entire share and part of it can be sold/donated to other participants, and, subject to certain conditions, to third parties. In addition, the share or part thereof may be transferred by way of singular or universal succession.

IMPORTANT! The law does not prohibit limiting the maximum size of the share owned by 1 participant in the charter, as well as establishing a ban on changing the ratio of shares. But these restrictions must apply to all participants.

Nominal and actual value of shares in the authorized capital

Since the size of the management company is calculated in rubles, the shares of the participants also have a monetary value - the so-called nominal value. The nominal share is a stable indicator that remains unchanged despite changing economic and other conditions. It ensures the stability of the position of LLC participants.

The nominal share is determined as the ratio of the amount of the authorized capital to the size of the share.

IMPORTANT! The amount of the charter capital must be indicated in the charter. But since 2009, the size of shares and the corresponding nominal value have not been required to be included in the charter.

Along with nominal value, there is also real value. This is exactly what the amount paid to the withdrawing member of the company corresponds to. This value is determined as a part of the amount of net assets, proportional to the size of the share. Net assets are calculated according to accounting data in accordance with the Procedure approved by the Ministry of Finance of the Russian Federation in Order No. 84n dated August 28, 2016.

Thus, the actual value can be much higher than the nominal value and vary depending on the exchange rate, the value of the property taking into account depreciation, etc. The sale value of the share can be even higher than the actual value (if the seller wishes) and is predetermined by such factors as the organization’s position on market, its prestige, etc.

Terms and methods of payment for shares in the capital of the company

Payment of the Criminal Code is regulated by Art. 15-16 of Law 14-FZ. At the time of LLC registration, the authorized capital may not yet be paid. The constituent agreement (or the decision on establishment, if the LLC was created by 1 founder) may provide for a period for payment of the management company, not exceeding 4 months from the date of state registration.

If, after this period, the participant still does not pay for his share, then it (or its unpaid part) goes to the LLC and must be sold within a year in accordance with Art. 24 of Law 14-FZ. A participant who has not fully paid for the share votes on the General Assembly only within the limits of the paid part of the share.

Payment for the share can be:

funds in any currency;
securities;
things not withdrawn from circulation and not limited in circulation;
property rights and other rights that can be subject to monetary valuation.

If the contribution is made in property and not in money, then its monetary value must be approved unanimously at the General Assembly. But when the share or part thereof paid for by property has a nominal value of more than 20,0000 rubles, it is imperative to involve an independent appraiser.

IMPORTANT! The share is paid at a price not lower than its face value. It is not prohibited to pay for a share with property the value of which is higher than the nominal value of the share. In this case, the LLC has the right to return the difference.

A situation is allowed where the share will be considered paid as a result of offsetting the claim against the LLC. This is possible only with an increase in the capital (i.e., when making an additional contribution), if at the general meeting a unanimous decision was made to agree to such an offset (clause 4 of article 19 of law 14-FZ).

The size of the authorized capital: limits, can it be changed?

The authorized capital can be formed in any amount, but not lower than the minimum amount established by clause 1 of Art. 14 of Law 14-FZ. Since 2008, it has been 10,000 rubles, which should be recognized as a rather small amount (which is unlikely to guarantee the interests of the company’s creditors).

The amount of the authorized capital may change. The decision on this is always made by the OSU. Thus, at any time, at the request of the organization’s participants, the capital can be increased without restrictions on amounts.

As for the reduction of the Criminal Code (Article 20 of Law 14-FZ), it can be mandatory or voluntary. So, for example, it is necessary to reduce the capital by the nominal value of the share that was transferred to the company and was not sold within the period established for this (the so-called redemption of the share).

A voluntary reduction of the capital is possible if 3 conditions are met:

The authorized capital will not become less than the minimum size;
the registration authority has been notified about the procedure;
creditors are notified of the reduction by at least two publications in the State Registration Bulletin.

A reduction in the charter capital is subject to state registration, and the charter is adopted in a new edition or amendments are made to it.

Where is the authorized capital of an LLC stored and can it be spent?

The question of where the authorized capital is stored is not entirely correct due to the fact that the authorized capital is a conditional value, and not a specific amount and/or property mass, which remains unchanged.

The payment of shares in the management company in itself with money or property is necessarily reflected in accounting. Property is entered on the balance sheet as inventory or fixed assets. In this case, all accounting entries are made only after the LLC is registered.

The money may actually be in the cash register or in the LLC's current account, while the property will be on the balance sheet. At the same time, it is not prohibited to spend the authorized capital for any needs of the company, or to use and dispose of property contributed as a contribution to it. The organization's account may contain an amount less than the authorized capital.

The only important thing is financial condition of the company at the end of the second (or any subsequent) financial year. If at this moment the value of net assets is less than the amount of the capital, then in accordance with clause 4 of Art. 30 of Law 14-FZ, within 6 months the company must choose 1 of the options:

Reduce capital.
Carry out liquidation.

The authorized capital is a conditional value that has a monetary value and is made up of the contributions of the company's participants. Its structure and size may change during the operation of the LLC. The contributed capital can be spent, but it must not be allowed that at the end of the 2nd and subsequent fiscal years net assets were below its value.

The beginning of the activity of an enterprise of such forms of ownership as OJSC, CJSC, LLC, provides for the creation of an authorized capital. These are all tangible and intangible assets that provide security guarantees for the shares of the co-founders. If starting capital can be spent entirely for the purpose of implementing a business project, then the authorized capital remains unchanged for two years. We'll look at the details in the article.

What is authorized capital

Authorized capital is all the resources of an organization necessary for its successful launch. This includes cash, securities, property. The management company is formed from its own and investment funds. Resources involved from outside are provided with a guarantee of return from the authorized capital. In other words, the Criminal Code shows the initial value of the enterprise’s assets.

One or more people take part in the establishment of the authorized capital of an LLC. The co-founders make whatever contribution they can with material and intangible assets. The interest of LLC participants is to receive dividends throughout the entire activity of the enterprise in percentage terms, according to the value of the shares.

The authorized capital of an LLC is the minimum property value of the organization, equivalent to the nominal value of the shares of the co-founders. The management of the enterprise signs an agreement with each investor. Under the terms of the agreement, the management company acts as a guarantor covering all possible losses in the future.

Meaning and functions

The authorized capital is the initial financial component of the enterprise. The total amount of resources depends on the functionality of the organization. When registering a legal entity, the starting amount is fixed.

Authorized capital in the modern sense is divided into two categories:

Equity, acting as a guarantor to the founders of the business. Includes all enterprise resources.
Capital as an accounting and legal unit- These are funds and income received in the process of development of the organization. The movement of funds is reflected in accounting entries.

The value of the authorized capital lies in its functions:

Formative function. Based on Russian legislation, the minimum size of the capital company and its material basis are determined. The conditions for increasing or decreasing capital are negotiated. The starting function gives the initial impetus to the organization's activities and lays the material basis for the future.
Guarantee function. If the organization’s activities turn out to be unprofitable, the management company will serve as a guarantor to ensure repayment of debt to creditors and investors.

The authorized capital is considered asset of the enterprise. In the event of an unexpected termination of activity or bankruptcy of the organization, all property is put up for sale in order to return the value of the shares to the co-founders.

Minimum authorized capital

Federal Law on the minimum size of the Criminal Code No. 14 FZ dated 02/08/1998, with amendments and additions for LLCs, came into force on 01/01/2017.

According to Federal Law No. 14, the smallest starting amount is 10,000 rubles. Moreover, it only needs to be paid in monetary terms. The remaining amount exceeding the minimum amount is formed from any resources.

For enterprises whose projected profits are quite high, an increased amount of the capital is established:

100 million rubles will be contributed by organizations whose activities are related to gambling: casino, slot machines, bookmakers;
300 million rubles – starting amount for banks;
90–180 million rubles – licensed organizations providing loans to the population;
60–120 million rubles will be contributed by medical insurance companies;
Alcohol producers will pay 80 million rubles.

The size of the capital company is primarily influenced by the type of activity. The LLC's constituent documents stipulate the minimum starting amount and the conditions under which its size is reduced or increased.

The size of the capital may be affected by legislation at the regional level. Local authorities authorities have the right to establish restrictions under the Criminal Code on separate categories products and services produced.

What influences the size of the authorized capital

During the operation of the enterprise, funds from the authorized capital are allowed to be spent on its own needs: purchasing equipment, raw materials, paying wages, paying for rent of premises. At the end of the second reporting year, the size of the capital stock should not be lower than the pledged initial cost.

The size of the starting amount and its changes significantly affect the change in the value of investors' shares.

During the operation of the enterprise, a voluntary reduction of the initial capital is possible. If the board of directors considers it appropriate to reduce the starting amount, then appropriate adjustments are made to the company’s Charter. For example, a listed industrial building is not used for its intended purpose. It is returned to the co-founder's ownership.

Percentage the share of depositors will remain unchanged, and the monetary indicator will decrease in accordance with the decrease in the size of the authorized capital.

Let's look at an example:

An initial capital of 2,000,000 rubles was established. The LLC has three founders.

Sergeev I.V.’s share is 60% = 1,200,000 rubles.

Yakovlev S.K.’s share is 25% = 500,000 rubles.

E. S. Chernova’s share is 15% = 300,000 rubles.

By agreement of the parties, the size of the authorized capital is reduced to 1,200,000 rubles. Thus, the share participation of the co-founders will change only in monetary terms:

Sergeev I.V. – 60% = 720,000 rubles.

Yakovlev S.K. – 25% = 300,000 rubles.

Chernova E. S. – 15% = 180,000 rubles.

It is allowed to reduce the starting capital amount to its maximum value - 10,000 rubles. If its size is below the minimum level, the enterprise is subject to liquidation.

At a meeting of the co-founders, a decision may be made to increase the size of the charter capital, documented in an additional document to the organization’s Charter. The percentage of investors' shares will not change, but the amount of dividends will increase.

The increase in the value of shares is calculated by analogy with the example discussed above.

How is the authorized capital of an LLC formed?

At the stage of LLC formation, the Charter is drawn up, which stipulates the size of the capital. Both one and several co-founders take part in the creation of a company. It is clear that it makes no sense to start an activity with 10,000 rubles. In practice, the initial starting amount is much higher. Additionally, it is more profitable to open an individual entrepreneur or LLC.

Registration of an LLC involves the submission of constituent documents, which indicate the estimated value of the enterprise. A current account is opened. Within four months after official registration of the company, the authorized amount is fully contributed by the co-founders.

Methods of application:

sum of money in Russian rubles sent to the LLC's bank account;
money in the form of securities: shares, financial certificates, bills, checks, etc. are provided with an extract from the LLC register;
real estate, equipment, transport, technical equipment, equivalent to a monetary unit;
property rights, trademarks and more.

The addition of intangible assets provides for a preliminary assessment of value if the nominal amount of the property is above 20,000 rubles. An independent appraiser is appointed. When registering an LLC, the tax service is provided with a document on the ownership of the object, acting as a share of the management company, an act of transfer of property to the LLC and a report on its assessment.

Interesting moment! If one of the founders made a contribution to the management company, for example, in the form of bills, then they become the property of the LLC. If for some reason the company transfers the rights to the securities back to the investor, then for the latter it is taxable income. It turns out that the investor will pay income tax for his own bills.

Structure

The financial component of the starting amount of an LLC is divided into five elements:

, expressed in the initial cost of the organization's shares. The indicator characterizes the basis and property base that determines further activities OOO.
Additional capital. It is formed due to changes in the value of the enterprise on the basis of revaluation, revaluation, gratuitous transfer to third parties, profit from the sale of securities. The difference between the initial cost of assets and the proceeds from their sale is taken into account.
Reserve capital- emergency reserve of the enterprise, formed from profit funds. Used to pay off losses and eliminate force majeure situations. The size of the capital account is at least 15% of the LLC's capital.
retained earnings- this is receiving excess profits. The indicator characterizes financial stability enterprises. The NP is the key source of financing for the LLC. It can be directed to the authorized capital, current operations of the organization, and an increase in liquid assets.
Trust funds, raising funds from the retained or net profit of the LLC. Funds are allocated for technical equipment, equipment modernization, social development of the enterprise, research, and the purchase of raw materials to increase production. Social development involves maintaining a favorable atmosphere in the team.

Species

Depending on the organizational and legal form, the management company is divided into four types:

Share capital provided for in organizations that do not have a Charter. This includes general partnerships and fellowship in faith. Financial component share capital is formed from the shares and contributions of the co-founders in monetary and property terms.
Authorized fund– these are all the intangible assets of an enterprise necessary for the implementation of the organization’s activities. UV is laid down in state and municipal enterprises.
Mutual fund– used in cooperative organizations. Joint activities provides for the pooling of share contributions of co-owners and funds earned in the process of doing business.
provided for in CJSC, OJSC, LLC. This is the starting financial component necessary to launch a new enterprise and ensure the safety of raised investment funds.

What is a share in the authorized capital of an LLC?

An LLC can be opened by one or more participants. In the first case, the capital is not divided. In the second, the starting amount is divided into percentage shares depending on the contribution of the co-founders.

Let's look at an example of calculating shares:

According to the LLC Charter, a capital amount of 1,300,000 rubles is required.

Khakimov M. Yu. contributed 900,000 rubles. His share = 70% (900,000*100/1,300,000);

Yurasova E.V. contributed 200,000 rubles. Her share = 15% (200,000*100/1,300,000);

Sergeev V.N. contributed 200,000 rubles. His share = 15% (200,000*100/1,300,000).

The total amount of shares is 100%, which corresponds to the starting amount of 1,300,000 rubles.

The controlling stake is held by M. Yu. Khakimov. It is he who will be able to have a greater influence on the course of development of the enterprise.

The maximum deposit amount may be subject to restrictions. A change in the ratio of shares also takes place. All nuances are specified in advance in the LLC Charter. If in the process of carrying out activities there is a need to make additions regarding equity participation, the decision is made at the general meeting by voting.

At the time of registration of the LLC, the management represents tax office The organization's charter, which specifies the number of co-founders and the size of shares of each participant. Over the next four months, each depositor is obliged to pay his share.

Accepted payment:

Russian rubles;
securities;
property, technical equipment, transport, etc.;
rights to property or any property.

If the share is not paid within the appointed time, it goes to the LLC. This part of the management capital is sold to another investor or distributed among the existing co-founders. Payment of the outstanding starting amount is made within one reporting year.

What is alienation of a share in the authorized capital

LLC participants have the right to dispose of shares at their own discretion - to sell to community investors or third parties, that is, to produce alienation. The opinions of other co-founders are not taken into account unless otherwise specified in the constituent documents.

The transaction is carried out by way of succession. The primary right to purchase the alienated share belongs to other LLC participants, and then to third parties. If the organization’s charter contains a ban on the sale of shares outside the LLC, then the transaction is concluded in favor of the company.

All alienation agreements are notarized. In a short video, Alexander Trifonov talks about the procedure for concluding a transaction to sell a share to third parties:

When organizing an LLC, you should not focus on the minimum size of the capital. The higher the starting amount initially pledged, the more confidence the organization will receive from investors. The new enterprise will receive a sufficient number of assets for the purpose of a successful launch. A small amount of authorized capital requires small investments. But here it becomes difficult to find investors and lenders.

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