Parting

Authorized capital - what is it in simple words. The authorized capital is what funds

The authorized capital of LLC since 2017, as before, is one of the main indicators of the company. It is taken into account by investors and partners in the process of making a decision on cooperation, and indicates the reliability of the enterprise, its future prospects. Below we will consider what the 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.

The 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 of the Criminal Code, this is the initial payment that the founders of the enterprise must make. Monetary or non-monetary property, which plays the role of the capital of an LLC, acts as a guarantee to protect the interests of creditors. The size of the company's charter capital should be fixed in the charter.

An equally important issue concerns the appointment of the company's Criminal Code. From the foregoing, it can be understood that the authorized capital is the means by which a company can pay off its obligations to creditors in the event of problems. In the event of bankruptcy (liquidation), the founders of an LLC risk only the authorized capital, which is reflected in the founding papers.

Participants contribute money in predetermined parts (shares), which represent the contribution of each founder to the activities of the LLC. The larger the initial contribution, the more rights one of the owners of the company has in the decision-making process.

In addition, the money and material values that are invested by the founders at the time of the creation of the LLC perform several tasks:

They are the main and obligatory element of the work of the society.
They act as guarantees and measures of responsibility to partners.
Determine the total size of the shares of the founders of the LLC.
They are the initial capital of the enterprise, necessary for the start of activities.
They can be used in the form of working capital necessary for the purchase of raw materials, office equipment and equipment for work.
They play the role of a wage fund necessary to pay employees.
They are used when the company needs other acquisitions.

The minimum amount of the 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:

It is not necessary to deposit funds into the UK LLC already at the registration stage. Members of the company have four months from the date of completion of registration to replenish capital by 100%.
Payment for the shares of the Criminal Code is made by each founder personally and in the amount that corresponds to its part.
In the process of future activities, the enterprise has the right to increase the authorized capital. This procedure is possible at the expense of cash injections or other assets (property, securities, etc.).
In the process of determining the share at the registration stage, participants should be aware that the nominal price of the share in the MC is displayed in rubles, but in the future it may increase along with the amount of capital.
The measurement of the value of the organization's charter capital can be carried out only if a notary public 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 activities, the lower level of UC is larger. This applies to commercial banks, manufacturers of alcoholic products, insurers and other organizations.
If there is any doubt that 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 area of responsibility of the entrepreneur is all his property, and not just the Criminal Code.

Any organization that has decided to open an LLC must decide on another important issue - the content of the authorized capital. The composition of the Criminal Code depends on the size of the parts that are contributed to the owners of the company, measured as a percentage or a fraction.

The authorized capital is formed from a number of elements:

Money contributed by the founders.
Property - offices, warehouses, machines and factories.
Other material assets - raw materials used in production, stationery, consumables and furniture.
Intangible rights, which include licenses, patents, as well as programs used in the work.

Evaluation of parts of the founders is carried out in a complex (jointly). In a situation where the non-monetary part of the authorized capital is estimated at an amount of 20 thousand rubles or more, an independent appraiser should 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, which has a non-monetary component in the Criminal Code, without using the services of an independent appraiser. For this reason, a number of contradictions often arise at the stage of opening a society.

Free preparation of documents for registration of an LLC 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 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 created organization.

It is known that both an ordinary citizen and another company can act as the founder of a company, so the management company of one LLC can become the property of another company (partially or completely). But it is worth remembering the limits in the use of tax regimes. In particular, the share of other companies in the authorized capital should not exceed 25%.

The procedure for the formation of the company's management company implies the following steps:

The number of members of the society is determined.
A decision is made regarding the size of the UK, as well as the size of the share of each owner. An independent appraiser is engaged to determine the value of the non-cash portion.
The minimum amount of the authorized capital is brought in (from 10,000 rubles). Funds are credited to a savings (special) account opened by the company, or to the cash desk of an LLC. The volume of the Criminal Code, which is necessary for the registration procedure, is formed. To begin with, it is enough to deposit at least 75% of the company's charter capital, but if there is such an opportunity, it is better to pay 100%. If the capital is transferred in the form of property, registration is carried out with the help of acts, and if in money - using cash warrants.

As soon as the considered measures are completed, the company is registered, after which the money from the accumulative account is credited to the current bank account opened for the further activities of the company. If at the time of registration not the entire amount was paid to the UK LLC, it is required to pay off the remaining debt, followed by the provision of confirmation. This may be a certificate from a financial institution on the transfer of the required amount signed by an accountant or bank manager. In the role of supporting papers, acts of transfer or primary payment papers can be used.

As soon as the founding meeting has been held and the LLC has been registered, the accountant can begin to work. To begin with, he must study the constituent papers, and then select the documents on which conclusions are drawn about the expenses of the founders on the LLC and the amount of the actual payment of the participants.

The information obtained is sufficient to indicate transactions related to the movement of funds and the creation of equity. When reflected in accounting, accounts of class 4 of the Chart of Accounts are used. The size of the UK LLC 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 management company (on a loan) and on accounts 31, 14, 30, 12, 20 (depending on the form of replenishment) - by debit.

Deadline for contributing the authorized capital to an 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 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 Criminal Code, further registration of the company may be refused.

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

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

The contribution of funds to the company's Criminal Code must be carried out in strict accordance with the requirements of the law. Below is detailed information that can be used as step-by-step instructions for action.

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

Many founders prefer simple deposit options so as not to complicate their lives. Most often, the transfer of cash or non-cash payments is selected. If the MC is replenished with property, it can be immediately used in the work of the company.

The most difficult option involves making a share of the rights to any property or the right to use it. The disadvantage is that rights can be challenged or called into question at any time. As a result, society faces many legal problems that will have to be addressed.

That is why experts advise prescribing in the agreement even minor details that relate to the shares of the participants. In the future, this avoids 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 different - the admission of a new founder to the composition 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 solidity and increases the chances of attracting additional capital from investors.

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

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

A general meeting is organized, where the founders of the LLC should be. The owners of the company make a decision to increase the size of the authorized capital and to include an additional participant (if this fact takes place). In the case of an increase in the capital by making new contributions, another decision is required, which involves the transfer of funds to the authorized capital.
A new version of the charter or additional sheets with changes is being prepared, which reflects the new size of the UK LLC.
The state fee is paid. In 2017, its size has not changed and is equal to 800 rubles.
Papers are being prepared that confirm the fact of the contribution of the new owner 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, one cannot do without the involvement of an independent appraisal organization and drawing up an act of acceptance of new property on the balance sheet of the enterprise.
Submission to the tax office of papers relating to the registration of an increase in the LLC's management company 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 the payment of 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 a single founder. The last document must be notarized.

After five working days, you must again contact the Federal Tax Service 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.

Reduction of the authorized capital of LLC

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

The price of the net assets of the LLC is below the level of the authorized capital. This fact testifies to the unprofitability of the company. A similar situation may occur in the first year of the company's operation, but if there is such a trend 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 operation is 200 thousand rubles, and the size of the authorized capital is 400 thousand. In such a situation, we can say that the property of the company does not provide the authorized capital. As a result, the interests of counterparties may suffer. In order to avoid problems, the company must announce the reduction of the Criminal Code to the level of 200 thousand rubles. Do not forget that a decrease in the amount of capital below the established limit is not allowed.

The company did not distribute or sell the received share during the year. Here, the obligation of the LLC includes the repayment of the received part. To better understand this requirement, consider 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 the founders Y and Z in the ratio of 40 and 40 percent, and the share of the company is 20%. In this case, the UK OOO 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.

As for the requirement of the law regarding the reduction of the LLC's charter capital if it was not repaid within the prescribed period from the date of registration, now it is not valid.

The MC is reduced according to the following algorithm:

A meeting of LLC owners is convened. To make a decision to reduce the Criminal Code, 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.
Report on the reduction of capital in the Federal Tax Service. To consolidate the decision at the legislative level, it must be reported to the tax office. The company has three days to do this. Informing the Federal Tax Service is carried out by submitting an application (form 14002). The document must be signed by the head of the company. At the same time, the signature of the director will have to be certified by a notary, even if the application is personally submitted to the Federal Tax Service.

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

Employees of the Federal Tax Service within five days from the date of receipt of the application enter information into the Unified State Register of Legal Entities that the company is at the stage of capital reduction.

Notification of counterparties about a decrease in the value of the charter capital. In the event of a decrease in the size of the authorized capital, the organization must notify the creditors. To do this, a corresponding message is submitted in the Bulletin of State Registration. The notification can be submitted online through a special form on the journal's resource. 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.
Submission of documents to the tax service on amendments to the charter. As soon as the second publication has passed in the journal, it is necessary to prepare a package of papers and carry them to the registering Federal Tax Service. Here you will need to provide the following papers - receipts for the payment of 800 rubles of state duty, the decision of one owner or minutes of the meeting (if there are several participants), application P13001 (must be certified by a notary), calculation of the net asset price (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 charter capital. This may be a copy of the publication certified by the supervisor, or the original printed journal.

At the final stage, it remains to appear at the Federal Tax Service no later than 5 days later and receive a new version of the charter with an entry sheet in the Unified State Register of Legal Entities and a mark on the reduction of the Criminal Code of the LLC. The applicant or his authorized representative (if there is a power of attorney) can personally come for the documents.

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 their own share) in the event of liquidation of the LLC. But such a division is possible only after covering the debts to the counterparties of the organization.

The law on LLC (Article 58) states that after the 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:

Founders receive distributed income payments.
The division of the remains of the property between the founders is carried out, taking into account the shares reflected in the charter.

It is possible to return the UK LLC during liquidation by sending a payment order to a financial and credit organization or by paying funds through the company's cash desk.

The management body of the company, which has decided on the need for liquidation, is determined by the composition of the liquidation commission. The latter takes over all the functions associated with managing the process of distributing 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 inform counterparties. Creditors have three months at their disposal to formulate and submit claims against the liquidated company. In some cases, if the LLC has a lot of property obligations, representatives of the liquidation commission have the right to allocate a longer period for going through the procedure for terminating activities.

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

The sequence of 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:

First of all, payments are made in respect of individuals who have been harmed (health or life) due to the liquidation of the company.
Further, the calculation is made with the employees of the LLC. This includes severance pay, employee compensation, and other bonus payments.
At the third stage, payments are made to the budget, as well as to extra-budgetary funds.
At the end of the process, creditors have the right to count on their funds.

Claims of each successive turn can only be covered if payments have been made in full in the order of the previous one. It should be noted that LLC members do not have the right to act as creditors. This means that they can only rely on the property that remains after the repayment of other obligations.

If, after the main settlements, the enterprise has property left, it is the turn to pay the debt to the participants of the LLC. Payments are made taking into account the size of the shares of the owners of the company. When distributing funds, a special act is drawn up, which reflects the features and principles of property distribution. 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, it is expected to draw up a liquidation balance sheet, which is the last official report of the company. The document reflects all the assets of the LLC that remain after the completion of settlements upon liquidation. The final balance can be of two types - unprofitable or profitable. In the first case, debts are covered by funds from the authorized capital.

Before the final stage of the distribution of assets, the founders must decide on the payment of the CC in the liquidation process. If the LLC has only one owner, payments are made on the basis of his decision.

The process of writing off the authorized capital in the case when the process of liquidation 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 the reporting period (Dt 99 Kt84), as well as an increase in the capital due to retained earnings (Dt 84 Kt 80).

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

On accounting accounts, this entry is reflected as a payment to participants of their shares of the Criminal Code (Dt 75 Kt 50 (51)), as well as a reflection of the amount to be distributed (Dt 80 Kt75). In a situation where the received balance turned out to be 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. At the same time, the founders cannot count on receiving these funds. The process of transferring money (property) from the Criminal Code is organized in the process of bankruptcy proceedings, which is supervised by a specially appointed person - an arbitration manager.

The task of the manager is to control the bankruptcy procedure, as well as to take over the sale of the assets of the LLC that make up the bankruptcy estate to receive money. In this case, the pre-emptive right to purchase is lost. Funds received in the process of selling property are used to pay court costs, pay for the work of an arbitration manager, as well as cover debts owed to counterparties.

If after the completion of settlements to creditors, taking into account the procedure prescribed in the Bankruptcy Law and the Civil Code of the Russian Federation, money remains, they 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 MUP, this category includes state organizations that form the authorized fund. In joint-stock companies and LLCs, the management company is divided into parts, but in the second case it is summed up from the nominal prices of the participants' shares. In JSC, the management company is formed taking into account the nominal price of the shares that were acquired by the participants. Unlike the authorized capital, the fund must be formed within three months. Also, UV cannot be separated.

Results

The situation that has developed around the LLC in no way suits potential founders. Many people say that it is necessary to increase the minimum size of the authorized capital in order 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 the adoption of such a decision would allow to remove a lot of fly-by-night companies. It remains to be hoped that in the future the situation will change for the better.

Businesses need funds to run their business. They give you the opportunity to get started. Their size can be different, depending on the norms of the law. It is important to know how to properly form the authorized capital.

Important Aspects

Capital - the monetary value of the property of enterprises. It is owned and borrowed. The capital of organizations is considered from several positions. Distinguish between real and money capital.

The first exists in the form of production resources, the second - in the form of finance. It is used to acquire resources. Depending on the source of formation, capital can be owned and borrowed.

Any changes relating to the Criminal Code should occur only in cases that are permitted by law or constituent documentation.

During the formation of capital, an additional source of funds may be formed - share premium. Legislative bodies put forward specific requirements for capital. Equally important is the question of the minimum size.

The authorized capital may consist not only of finance, but also of securities, material values, property rights. The calculation is carried out using the minimum wage (minimum wage).

Each type of organization has its own:

Foundations and non-profit organizations do not require authorized capital. The amount of capital can increase and decrease. The increase contributes to the growth of the organization. Perhaps this is the case if the previous capital was deposited earlier.

A meeting of the founding persons of the enterprise is convened, and a decision is made to increase the capital. The reasons for the increase are:

the organization needs funding for its further growth;
employees need to provide securities;
merger with another organization.

If the company wants to develop, the capital must be constantly increased. It must be open to the public.
It happens that the company reduces its state.

The reasons may be:

Reduction of capital may occur on a voluntary basis or as required by law. The authorized capital includes a certain number of shares of various types, which have a fixed par value.

Its formation, change is regulated by law. It is formed on the basis of contributions from participants. Consists of:

The share of the authorized capital may be sold to other participants. The seller must notify the other participants about this one month in advance. shares must be certified by a notary.

To register a sale, you will need the following documents:

photocopies of the constituent documentation of the enterprise;
registration number;
extract from the register of legal entities;
charter;
participant data.

Account 80 is intended for the authorized capital - a generalization of data on its condition and movement. Capital is accounted for. If the capital changes, it must be re-registered.

Basic definitions

Authorized capital	The amount of finance provided by the founding persons of the organization for further activities
Company	Closed company in which shares are distributed only among the founders
OOO	A limited liability company opened by one or more persons
Share	The contribution of each member of the organization to the activity
Emission	Issuance of new finance or securities of a valuable nature
Founder	Person of physical or legal type, created by a new organization
nominal value	The price that is set at the time the share is issued
Organization property	A set of elements of a material and intangible type, which belong to the organization, are intended for the implementation of activities
Net assets	The amount that is determined by subtracting from the amount of assets those liabilities that are taken into account

What is its role

The authorized capital is important for any type of organization, it performs many functions. Main:

Thanks to the authorized capital, the company will be financially stable. Acts as collateral.

Current regulatory framework

According to, the authorized capital must be paid before the registration of the organization.

It states that if at the end of the reporting year the value of net assets is less than the authorized capital, then the organization is obliged to declare this and register the fact of the decrease.

On the basis of the following, an organization is recognized as a company in which the authorized capital is divided into shares. According to , the UK consists of the value of contributions by the shareholder of the enterprise.

Emerging nuances

When registering an organization, the formation of the authorized capital is mandatory. You can deposit both money and property. Financially, it's clear. What about property? The material share must have a financial value.

Video: the essence of the authorized capital

It is determined by all the founders at the meeting. If this is not possible, it is allowed to establish the value by independent appraisers.

When a new shareholder appears in the organization, the capital can increase at his expense. He must issue an application addressed to the director, in which he indicates the amount of the contribution, the term for its payment and the share in the capital.

After that, a meeting is called at which the following is decided:

what will be the size and nominal value of the share of the new shareholder;
how the share of each participant will change;
registration of a new one in connection with the increase in the Criminal Code.

When forming capital, it is important to consider the following:

Shares can be paid	Finance, securities of valuable content, property, intangible assets. Their price cannot be less than the nominal
Property price	Should be on par with the market
Changes in equity	Must comply with legal requirements
Participants who contribute to the organization (its capital)	A certificate must be issued
It is possible to reduce the authorized capital	Only after notifying creditors
It is allowed to increase the UK only after making a contribution	In full amount of all shareholders of the enterprise

The capital may be increased by additional contributions, additional capital or part of it.

During the creation of the authorized capital, it is necessary to take into account some features. Its structure and size must meet a number of conditions.

Among them are the following:

manufacturing industry;
the size of the organization;
cooperative level of the enterprise;
service level.

The minimum amount of capital is regulated by law, the maximum is not, it can be anything. Changes are possible only by the general decision of the shareholders of the organization.

Change options:

a part of the shares is canceled or redeemed with the par value preserved;
the par value of shares decreases;
the amount of capital is preserved by combining shares;
additional shares are issued.

Step-by-step instructions for increasing capital:

At the meeting, a decision is made to change the capital.
A new version of the charter is being prepared.
Paid to the state, the amount is 800 rubles.
Documents are being prepared that confirm the payment of an additional fee or the arrival of a new participant.
Within a month after the change in the charter, documents are submitted to the tax service for registering an increase in capital.

What the bank needs to know

To ensure its activities, the bank must also have its own capital. It is formed on the basis of each participant.

The MC of banks performs many functions, including:

the role of the start-up funds required for primary costs;
acts as a regulator of activity;
building customer confidence;
acts as a shock absorber, which repays the damage from expenses.

The authorized capital of the bank includes:

par value of shares;
the amount of investments by the state or as a private share;
rights to use natural resources.

Consists of fixed capital and additional. The main one is the one that is paid and registered. When registering a bank, it is necessary to have a minimum capital, its size is 180 million rubles.

Contributions to the UK can be made both in rubles and in foreign currency. The authorized capital can be formed only with own funds, it is impossible to use credit or budgetary funds.

The share of each of the shareholders should not exceed 35%. The legislation puts forward many requirements for the capital of banks.

Features for the enterprise

The authorized capital of enterprises must include a fixed number of shares of various types with a certain par value. The share of each participant is expressed in ruble equivalent or as a percentage of the total capital.

At the time of registration of the organization, capital must be formed for half of the total amount. The remaining funds are paid during the year after the opening of the enterprise. If one of the founders does not pay his share on time, he will face a fine.

Thus, the authorized capital is a necessary condition for the creation of a new enterprise. To start an activity, the capital must be minimal, its size is established by law.

In the course of activity, it can either increase or decrease. These changes must be decided at a meeting of shareholders of the enterprise.

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

What is authorized capital

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

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

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

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

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

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

Formation of the authorized capital

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

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

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

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

Authorized capital functions

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

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

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

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

Minimum authorized capital

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

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

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

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

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

The composition of the authorized capital

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

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

Formation process

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

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

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

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

The essence of the insurance function

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

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

How the authorized capital is applied

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

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

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

Installed capital of LLC and ALC

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

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

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

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

Authorized capital of the joint-stock company

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

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

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

Coverage of debts upon liquidation of an enterprise

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

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

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

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

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

Fund Size Changes

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

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

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

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

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

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

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

Authorized capital of a legal entity

The authorized capital is a set of funds that the founders of the enterprise invested in it at its foundation, according to this principle, partnerships and LLCs are created. The authorized capital is necessary to ensure the initial operation of the enterprise, but mainly in order to ensure the return of funds to the creditors of the organization. For this reason, with the development of the enterprise, its authorized capital does not disappear, but remains, and sometimes an increase awaits it.

Its purpose remains the same - to insure creditors and counterparties of the company, to whom the latter has obligations. Therefore, the authorized capital, unlike other types of capital inherent in the company, has a fixed amount, which is determined when a legal entity is founded. In the future, the enterprise is obliged to maintain the funds of 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 closing. The size of the authorized capital with the beginning of the functioning of the company is determined as the difference between the property of a legal entity and its obligations.

Types of capital

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

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

real;
monetary.

The difference between them is that the former is contained in material objects, as a rule, means of production, which bring profit. The second is represented by cash, usually in the company's turnover. This money is used both for the functioning of the organization and for the acquisition of means of production, that is, they can be converted into tangible 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. Usually the funds are kept in the bank where the company has an account. The organization keeps money in the account, as the bank multiplies them, even if the enterprise itself cannot use them effectively.

Own and borrowed types

In turn, the money capital is divided into own and borrowed. Own - these are the funds that the company owns, however, tangible assets also belong to own possession if they are also owned by the organization. Equity is defined as the difference between all assets owned by a company and its liabilities.

Borrowed capital usually has a monetary form, but the use of tangible borrowed capital is also common and takes the form of leasing or rent. Its sources are varied:

Loans - both short-term and long-term.
Borrowed amounts of money.
Advance payments to the company against the guarantee of delivery of goods or 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 is all of its assets valued in cash. At the same time, this estimate 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 company's own capital, so it also cannot be classified as borrowed in any way. In this regard, the law establishes a clear dividing line between these types.

Initially, the authorized capital is equal to one's own enterprise, this is observed when a legal entity is founded. If the company managed to earn, and did not burn out immediately, then gradually the amount of equity capital at the expense of profit exceeds the size of the authorized capital. Also, to increase working capital, the company can attract borrowed funds.

How is the authorized capital formed

The authorized capital is, in fact, 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, it is necessary 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, it is necessary to be one of its founders who has invested his own funds in its authorized capital or to buy 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 equity 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. If we are not talking, of course, about closed joint-stock companies.

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

In addition, there are two more forms of organization of companies, however, they are less popular, we are talking about municipal enterprises and cooperatives. Funds for the establishment of municipal companies are formed at the expense of local budgets or through transfers from the national budget. Such formation of the statutory fund 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 the totality of municipal enterprises.

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

Use to cover the debts of the enterprise during its liquidation

It is also worth noting that the owners of cooperatives have a higher responsibility than the participants in most partnerships. It is comparable only with the liability of the participants in a partnership with full liability. 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 the company's bankruptcy.

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

Resizing, additional and reserve capital

During the operation of the enterprise, its authorized funds 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 recognized legally, they are formalized 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 statutory 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 size of these deductions should not be less than five percent.

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The amount of deductions and the very formation of reserve funds 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 for its inclusion in the profit of the enterprise and ensures payments to the company's creditors.

Russian legislation, when registering an LLC and some enterprises, provides for the creation of an authorized capital. In this article, we will analyze all the questions about what it is, how it is created correctly and why it is needed at all.

Introduction

The authorized capital is the sum of all contributions of the founders to the development of the new company. It is formed not only from cash - it can include real estate, various property, securities, etc. The amount of this capital is not constant: it can increase or decrease, the owners can redistribute it, sell and buy.

The authorized capital consists of property, cash and securities

In Russia and the CIS countries, the Criminal Code has a purely formal meaning - usually it is formed at the minimum allowable level only in order to fulfill the requirements of the registrar.

At the moment, the minimum authorized capital is 10,000 rubles. It is noteworthy that this figure has not changed for more than 15 years - it was simply “denominated” at one time, but never changed. Deputies and ministers are increasingly talking about the need to raise the size of the Criminal Code, citing figures of 50-100 thousand rubles, but as of 2016, the size remains the same.

An increase in the authorized capital will complicate the process of registration of one-day companies (at least, make it less profitable), as well as increase the level of responsibility of other companies.

The principle of operation of the UK

Let's look at why the minimum authorized capital is bad and why it needs to be increased in order to reduce the number of scammers. So, a certain person decides to open his own enterprise. To do this, he goes to the tax office, formalizes accordingly and organizes an LLC with an authorized capital of 10 thousand rubles. He indicates that he plans to engage in intermediary activities, rents an office, buys a desk and a computer for it, spending 15 thousand on it. Then he makes a revaluation, indicating that all his property is valued at 10 thousand rubles (an underestimation of the value is in no way punishable by law).

The amount of capital is prescribed in the charter and registered in the tax

The created LLC works, the entrepreneur searches through the computer for both Internet suppliers and buyers, that is, he uses it to conduct business. Over time, the computer gets old and written off in 3-4 years, the table also becomes unusable, but this is not reflected in the authorized capital. Then, at one fine moment, the entrepreneur, having earned a reputation, takes a batch from suppliers on credit, and demands money from buyers in advance. He spends the money on himself, and resells the batch and does not return the agreed amount to the supplier, declaring bankruptcy. As a result, he answers to his creditors only with an old, useless computer and a table - it is the authorized capital of the enterprise that is a kind of “pledge” and a guarantor of responsibility. Taxes are also not paid from it - this fund is created as a kind of “start-up capital” for an enterprise.

Read also: What is an organization's OKOPF and where to get it

The government can also be understood - it does not raise the minimum threshold for the authorized capital, because it does not want to reduce the development of the economy, complicating the already difficult life of entrepreneurs. But the reverse side of the coin in this process is a huge number of one-day firms through which billions of rubles go into the shadows / are laundered.

How the UK is formed

Starting capital for the company can be:

Money.
Property.
Securities.

The amount of capital is prescribed in the charter of the LLC. When registering an enterprise, the Criminal Code must be formed by at least 50% - the rest of the amount is paid over the next 12 months.

Note: many entrepreneurs forget to increase the authorized capital after registration, to which the tax service immediately reacts by imposing a fine. Don't forget to complete it before the end of the year.

How to increase capital

The minimum size of the UK imposes certain difficulties on the operation of the LLC. First of all, it concerns internal procedures.

The share of each participant is calculated in the authorized capital

Key reasons why you have to increase the UK:

The process of assignment or sale of the share of one of the participants in favor of the second (or a new legal / natural person). In this case, the founders can raise the size of the UK by increasing the production capacity of the organization, capitalizing them. It is noteworthy that all shares of participants are depersonalized and are not tied to specific items. If, when organizing an LLC, you contributed property for 10 thousand (the same computer), then when you exit it, you can demand 10 thousand, and not property. The management of the enterprise has no right to impose on you the calculation of property - this is done only with your consent. It should also be borne in mind that if the value of the contributed property is 20 or more thousand rubles, then the tax inspector may ask if you have an act of its assessment. Therefore, do it right away so that you do not face an unpleasant situation later.
Attracting credits or loans. A company that is successful in the market may want to enter a new industry or start modernization. To do this, she needs money, but, as always, they are not enough. Therefore, the management of an LLC can take a loan from individuals or legal entities. Money may also be needed for more banal things - the purchase of raw materials, the construction or overhaul of a building, etc. The lender, allocating serious funds, wants to play it safe, so he demands to be included in the list of founders. This is a perfectly legitimate and common requirement. In this case, the authorized capital increases due to the entry of a new participant. The existing owners' shares are recalculated with the new amount. Usually, shares are expressed as a percentage - it is much more convenient to count and keep records.
If the LLC expands by starting capital construction, then this property can also be included in the Criminal Code. This trick allows you to optimize the process of paying taxes. Until the property is put into operation, it will be considered future income, which allows you to reduce the cost of profit.
Another option is for the UK to be forcibly increased by the state regulator. Such situations are rare, but they do exist. Basically, they arise from the symbiosis of a private and public company. For example, the state transfers property to a company for conducting economic activities, but a company with 10,000 statutory funds cannot manage it, since its real cost is millions of rubles. Therefore, the property is first assessed, and then the regulator raises the Criminal Code on certain conditions (the state can become the main owner of the LLC).

Note: any reshuffling of the founders of the company and changes in shares must be registered in the Unified State Register of Legal Entities no later than 30 days after the adoption and recording of the decision.

Also, when changing shares, tax regulations are applied to the owners. The buyer or seller of a share is obliged to declare income / purchase, paying the appropriate interest to the budget from it. Of course, you can save money and arrange the transfer by donation, but it is still better to pay a small tax and sleep peacefully. Otherwise, there are always risks that can lead to criminal liability.

When a participant withdraws, the authorized capital is reduced

How to reduce capital

Now you know what the authorized capital of an enterprise is and how to increase it. But there are times when, on the contrary, it has to be reduced. These may be the following situations:

Exit of the founder or participant with the withdrawal of his capital.
Recalculation of the value of property at the expense of depreciation.