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Authorized capital: concept, meaning, features. Why is the authorized capital of an LLC needed: definition, influence, calculation

Any newly created enterprise requires initial funds to conduct financial and economic activity and creating sources of income. These funds can be expressed in cash, securities, property or rights to it. Taken together, they form the authorized capital. In the article we’ll talk about how the Criminal Code is formed, why it’s needed, how it’s taken into account in accounting, we’ll look at accounting entries count 80.

Concept authorized capital(UK)

This concept refers to the amount of funds initially invested by the owners or founders necessary to carry out activities in accordance with the charter. In the case of government or municipal enterprise The concept of authorized capital is used. Authorized capital funds represent the funds with which an economic entity is liable to creditors.

Important functions of the management company:

  1. Providing the enterprise with initial funds to carry out commercial and other activities.
  2. Guarantee of fulfillment of accepted obligations to creditors.
  3. Determination of the share of each owner or shareholder in the total capital and income.

For each type of enterprise, the relevant laws determine the minimum allowable amount of authorized capital. It amounts to:

  • for LLCs and partnerships – 10,000 rubles
  • for closed joint stock companies – 100 minimum wage ( effective value minimum wage)
  • for OJSC – 1000 minimum wage
  • for a municipal enterprise – 1000 minimum wage
  • for a state-owned enterprise – 5000 minimum wage.

It should be noted that in modern conditions The minimum authorized capital is often insufficient both to carry out competitive activities and to be able to serve as collateral for funds raised. Therefore, many enterprises strive to declare their authorized capital in accordance with real market needs. In general, it should be understood that the amount of the authorized capital is considered a very conditional indicator financial situation enterprises. For example, shares are accounted for at their nominal value, while their real value can increase several times.

Formation of authorized capital

When registering, an economic entity independently determines the size and structure of its authorized capital, taking into account those established by law minimum size. To deposit the cash component, a bank account is opened, which will subsequently be used as the company’s current account. State registration is carried out upon depositing 50% of the authorized capital into this account. While creating joint stock companies Payment of half of the required amount must be made within three months after registration, and full payment within a year.

The method of formation of the management company depends on the organizational and legal form of the economic entity.

For limited liability companies (LLC) and business partnerships, the authorized (share) capital is formed from contributions of their participants and is divided among investors in accordance with the contributed shares.

For joint stock companies (JSC), the authorized capital is created through the initial issue of shares and represents the total par value of the issued securities. For state and unitary enterprises, the authorized capital is created by the state or local government body.

If the organizational and legal form of the entity changes or other circumstances arise, the authorized capital may change in one direction or another.

Increase in capital can be done in the following cases:

  • a lack of working capital
  • requirements of licensing authorities for the amount of the authorized amount
  • accepting new participants contributing to the management company
  • using part of unspent profit to contribute to the authorized capital
  • increase in the par value of shares, additional issue (for joint stock companies).

To increase the capital, it is necessary to fulfill a number of conditions related to its size and cost net assets enterprises. The decision to increase the capital is made by the general meeting and documented in the appropriate minutes. Then changes in the constituent documents are confirmed by the registering authorities.

Decrease in capital may occur in the following cases:

  • retirement of the founders and the need to return their contributions ()
  • when the par value of shares is reduced or they are repurchased
  • in case of failure to cover the accepted authorized capital by subscription to shares
  • in other cases provided for by law.

The decision to reduce is also made by the general meeting of co-founders (shareholders), at which all emerging changes in the constituent documents are recorded. It is necessary to notify creditors of the accepted reduction in the capital. Next, a package of documents is prepared and the reduction is registered.

You can learn more about the features of the procedure for reducing and increasing the authorized capital in.

Accounting of management company (postings)

Account balance 80 corresponds to the accepted amount of the authorized capital. Postings to the account occur during the formation of the charter capital, and then in case of changes in value, after they are recorded in the constituent documents. For joint-stock companies, this account may have sub-accounts by type of shares (common or preferred) and by stages of formation of the authorized capital. Analytical accounting is carried out according to the founders of the enterprise and the types of changes in the authorized capital.

Accounting procedure in economic entities various forms property is regulated by relevant federal laws and regulations. The correctness of management accounting is monitored by periodic audits of enterprises.

Enterprise capital can be viewed from several perspectives. First of all, it is advisable to distinguish between capital real, those. existing in the form of means of production, and capital monetary, i.e. existing in the form of money and used to purchase means of production, as a set of sources of funds to ensure the economic activities of an enterprise. Let us first consider money capital.

Own and borrowed capital

Funds supporting the activities of an enterprise are usually divided into own and borrowed funds.

Equity enterprise represents the value (monetary value) of the enterprise’s property, which is entirely owned by it. In accounting, the amount of equity capital is calculated as the difference between the value of all property on the balance sheet, or assets, including amounts not claimed from various debtors of the enterprise, and all liabilities of the enterprise in this moment time.

The enterprise's own capital consists of various sources: authorized or share capital, various contributions and donations, profits directly dependent on the results of the enterprise’s activities, additional capital, targeted financing. A special role belongs to the authorized capital, which will be discussed in more detail below.

Borrowed capital- this is capital that is attracted by an enterprise from outside in the form of loans, financial assistance, amounts received on bail, and others external sources for a specific period, under certain conditions under any guarantees.

The organization's sources of borrowed capital are:

  • long-term loans and borrowings;
  • short-term loans;
  • advances from buyers and customers;
  • long-term lease of fixed assets;
  • etc.

Authorized capital

Enterprise capital is the monetary value of the enterprise's property.

By sources of formation The capital of an enterprise is divided into equity and borrowed capital.

Of particular importance in the equity capital of an enterprise is the authorized capital - the basis for the creation and operation. The authorized capital combines the right to own and dispose of property and the functions of a guarantor of the property rights of shareholders.

The authorized capital plays the most important role in the functioning of the organization, since its funds are the basis for the economic activities of the organization and on its basis is formed most of funds, Money organizations.

Authorized capital represents the totality of funds (contributions, fees, shares) of the founders (participants) in the property when creating an enterprise to ensure its activities in the amounts determined by the constituent documents.

The authorized capital is the initial, initial capital for the enterprise. Its value is determined taking into account the proposed economic (production) activity and is fixed at the moment state registration enterprises.

Formation of authorized capital

The formation of the authorized capital of joint stock companies has certain features. The authorized capital consists of a certain number of shares different types with a set value. The procedure for forming and changing the authorized capital is regulated by relevant legislative acts. When creating an enterprise, it is necessary to determine the necessary and sufficient amount of authorized (share) capital.

Authorized capital formed from contributions (contributions) of the founders(participants at the time of creation of the organization); it must be no less than the size established by law. The composition of the authorized capital depends on the legal form of the organization. The authorized capital consists of:

  • from the contributions of participants (share capital) for business partnerships and for limited liability companies (LLC);
  • par value of shares for a joint stock company (JSC);
  • property shares (production cooperatives or artels);
  • authorized capital allocated government agency or local government authority.

Any changes in the size of the authorized capital (additional issue of shares, reduction of the nominal value of shares, making additional contributions, admitting a new participant, joining part of the profit, etc.) are allowed only in cases and in the manner provided for by the current legislation and constituent documents.

When forming the authorized capital, additional sources of funds may be generated - share premium. This source occurs during the initial issue, when shares are sold at a price above par. The amounts received are credited to additional capital.

Additional And spare capital is formed in the organization mainly as additional reserves of the organization to cover unexpected losses and losses of the organization. For example, an organization’s reserve fund is formed in mandatory by annual deduction of at least 5% of net profit and must be at least 15% of the authorized capital. Additional capital is a source of funds for the organization, which is formed as a result of the revaluation of fixed assets and other material assets. Regulatory documents prohibit its use for consumption purposes.

retained earnings represents the organization’s funds after the formation of trust funds and payment of all mandatory payments. Retained earnings form a multi-purpose fund, which accumulates profit funds. Each organization independently decides on options for the distribution and use of net profit.

Funds special purpose - these are funds that are formed for the purpose of subsequent targeted spending financial resources.

Capital structure

One of current problems is the task of choice optimal capital structure, i.e. determining the ratio of own and long-term borrowed funds.

The ratio between own and borrowed sources of funds is one of the key analytical indicators characterizing the degree of risk of investing financial resources in a given organization.

The capital structure ensures its minimum price and, accordingly, the maximum price of the organization, the optimal level of financial leverage for the organization. Financial leverage is a potential opportunity to influence an organization’s profit by changing the volume and structure of long-term liabilities. Its level is measured by the ratio of the growth rate of net profit to the growth rate of gross income (i.e., income before interest and taxes). The higher the leverage value, the more nonlinear the relationship (sensitivity) becomes between changes in net profit and profit before taxes and interest, and therefore, the greater the risk of not receiving it. The level of financial leverage increases with increasing share of borrowed capital. So the effect financial leverage manifests itself in the fact that an increase in the share of long-term borrowed funds leads to an increase in return on equity, but at the same time there is an increase in the degree of financial risk, i.e. an alternative between risk and expected return arises.

When making decisions on the capital structure, other criteria must be taken into account, for example, the organization’s ability to service and repay debts from the amount of income received, the size and sustainability of projected cash flows for servicing and repaying debts, etc. An ideal capital structure maximizes the total cost of an organization and minimizes total cost its capital. When making decisions on capital structure, industry, territorial and structural features organization, its goals and strategies, existing structure capital and planned growth rate. When determining financing methods (issue of shares, loans, etc.), debt financing structures, the cost and risks of alternative financing strategy options, trends in market conditions and their impact on the availability of capital in the future and future interest rates, etc. must be taken into account. .

The real capital of an organization reflects the totality of production resources, which, as a rule, include:

  • main capital;
  • working capital;
  • personnel (personnel).

TO fixed capital include fixed assets, intangible assets and long-term financial investments.Working capital is spent on the purchase of funds for each production cycle (raw materials, basic and auxiliary materials, etc.), as well as on wages. Fixed capital serves for a number of years, working capital is completely consumed during one production cycle.

Fixed capital in most cases is identified with the fixed assets of the enterprise. However, the concept of fixed capital is broader, since in addition to fixed assets (buildings, structures, machinery and equipment), which represent a significant part of it, fixed capital also includes unfinished construction and long-term investments - funds aimed at increasing the capital stock.

Personnel (personnel) is understood as the totality of workers employed at the enterprise and included in its payroll.

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

The authorized capital is an integral part of the enterprise's own capital, which is widely used in. In particular, when assessing financial stability, business activity, profitability.

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

Amount of authorized capital

The procedure for the formation and size of the authorized capital of the LLC is determined Federal law“On Limited Liability Companies” dated 02/08/98 No. 14-FZ. Article 14 of this law states that the minimum authorized capital of an LLC must be no less than ten thousand rubles.

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

Accounts and transactions related to the authorized capital

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

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

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

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

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

Payment by the founders of their shares

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

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

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

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

Contribution of property to pay for the share

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

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

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

Tax accounting of property received as a contribution

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

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

Authorized capital and net asset value

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

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

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

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

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

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

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

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

Change of authorized capital and personal income tax

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

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

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

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

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

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

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

Authorized capital and special regimes

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

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

To operate, enterprises need funds - investments. They provide an opportunity to start an activity. Their size may vary, depending on the law. It is important to know how to correctly form the authorized capital.

Important aspects

Capital is the monetary value of enterprise property. It can be owned or borrowed. The capital of organizations is considered from several perspectives. There is a distinction between real and monetary 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 either own or borrowed.

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

During capital formation, an additional source of funds may be formed - share premium. Legislatures make specific demands on capital. No less important is the question of the minimum size.

The authorized capital may consist not only of finance, but also of securities, material assets, and property rights. Calculation is carried out using the minimum payment amount labor activity(minimum wage).

For each type of organization it is different:

For funds and non-profit organizations No authorized capital is required. The amount of capital can increase and decrease. Increase promotes the growth of the organization. This may be the case if previous capital was previously deposited.

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

  • the organization needs funding for its further growth;
  • employees must be provided securities;
  • merger with another organization.

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

The reasons may be:

The reduction of capital can occur on a voluntary basis or as required by law. The authorized capital includes a certain number of shares various types, which have a set denomination.

Its formation and changes are regulated by law. It is formed on the basis of contributions from participants. Comprises:

The share of the authorized capital can be sold to other participants. The seller must notify 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 summary of data on its condition and movement. Capital is accountable. If the capital changes, it must be re-registered.

Basic definitions

Authorized capital The amount of finance provided by the founders of the organization for further activities
Company A closed company in which shares are distributed only among the founders
OOO Limited liability company, which is opened by one or more persons
Share The contribution of each member of the organization to the activities
Emission Issue of new finance or securities of a securities nature
Founder An individual or legal entity creating a new organization
nominal cost The price that is set at the time of issue of the share
Property of the organization A set of tangible and intangible elements that belong to an organization and are intended to carry out activities
Net assets The amount that is determined by subtracting from the amount of assets those liabilities that are taken into account

What is his role

Authorized capital is important for any type of organization; it performs many functions. Basic:

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

Current regulatory framework

According to, the authorized capital must be paid before the organization is registered.

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 announce this and register the fact of the decrease.

Based on this, the following has been established: an organization is a company in which the authorized capital is divided into shares. According to , the capital consists of the value of contributions by the shareholder of the enterprise.

Emerging nuances

When registering an organization, the formation of an authorized capital is mandatory. You can contribute both money and property. The finances are clear. What to do with the property? The material share must have a financial valuation.

Video: the essence of the authorized capital

It is determined by all 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 an organization, capital can increase at his expense. He must fill out an application addressed to the director, indicating the amount of the contribution, the deadline for making it and the share in the capital.

After this, a meeting is convened and the following is decided:

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

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

Shares can be paid Finance, valuable papers, property, intangible assets. Their price cannot be less than nominal
Price per property Should be on par with the market
Changes in capital Must comply with legal requirements
Participants who contribute to the organization (its capital) A certificate must be issued
You can reduce the authorized capital Only after notifying creditors
It is allowed to increase the authorized capital 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 thereof.

When creating 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;
  • size of the organization;
  • cooperation level of the enterprise;
  • level of service.

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

Change options:

  • part of the shares is canceled or repurchased while retaining their nominal value;
  • the par value of shares decreases;
  • the amount of capital is maintained by combining shares;
  • additional shares are issued.

Step-by-step instruction for capital increase:

  1. At the meeting, a decision is made to change the capital.
  2. A new version of the charter is being prepared.
  3. Paid to the state, amount - 800 rubles.
  4. Documents are prepared that confirm the payment of an additional contribution or the arrival of a new participant.
  5. Within a month after the change in the charter, documents are submitted to the tax service to register the increase in capital.

What the bank needs to know

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

Bank management companies perform many functions, including:

  • the role of starting funds necessary for primary costs;
  • acts as a regulator of activities;
  • strengthening customer trust;
  • acts as a shock absorber that absorbs damage from expenses.

The authorized capital of the bank includes:

  • par value of shares;
  • the amount of investment from the state or as a private share;
  • rights to use natural resources.

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

Contributions to the management company can be made in both rubles and foreign currency. The authorized capital can only be formed own funds, you cannot use credit or budget funds.

The share of each shareholder should not exceed 35%. Legislation puts forward many requirements for bank capital.

Enterprise Features

The authorized capital of enterprises must include a specified number of shares various types with a certain denomination. The share of each participant is expressed in ruble equivalent or as a percentage ratio to the total amount of capital.

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

Thus, authorized capital is a necessary condition when creating a new enterprise. To start an activity, capital must be minimal; its size is established by law.

During the course of activity, it can either increase or decrease. These changes must be decided at a meeting of the company's shareholders.

The process of liquidating an LLC is very complex and affects many aspects of the financial condition of the organization. One of these is the return of authorized capital. In 2019, can the founder receive his share upon liquidation of the company? Upon completion of its activities, the organization is obliged to carry out an important liquidation...

The activities of any organization begin with the formation of an authorized capital. In this case, it is necessary to display the amount in the constituent documentation and accounting. What transactions display transactions on authorized capital? The start of the enterprise's activities is provided with start-up capital. During the registration process...

Payment of a share in the authorized capital can be carried out different ways. But in any case, the fact of payment must be documented. What documents are used for this? What does the confirmation certificate look like? Payment by a company participant of the required share in the authorized capital must be documented...

The issue of selling a share of the authorized capital became relevant after some changes in legislation. Often difficulties arise precisely because of ignorance of the laws. How to correctly register the sale of a share of the authorized capital in 2019? When an organization is formed, an authorized capital is formed. Its shares are distributed among...

When registering an LLC and some enterprises, Russian legislation 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 in general.

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 size 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 - it is usually formed at the minimum acceptable 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 saying that it is necessary to increase the size of the criminal capital, citing figures of 50-100 thousand rubles, but as of 2016, the size remains the same.

Increasing the authorized capital will complicate the process of registering one-day companies (at least make it less profitable), and will also increase the level of responsibility of other companies.

Operating principle of the management company

Let's look at why the minimum authorized capital is bad and why it needs to be increased to reduce the number of scammers. So, a certain person decides to open own enterprise. To do this, he goes to the tax office, registers accordingly and organizes an LLC with an authorized capital of 10 thousand rubles. He indicates that he plans to engage in mediation 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 (undervaluation is not punishable by law in any way).

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

The created LLC works; the entrepreneur searches through the computer and the Internet for suppliers and buyers, that is, he uses it to conduct business activities. Over time, the computer ages and is written off in 3-4 years, the desk also becomes unusable, but this is not reflected in the authorized capital. Then, at one point, the entrepreneur, having earned a reputation, takes the shipment on credit from suppliers, and demands money from buyers in advance. He spends the money on himself, resells the batch and does not return the agreed amount to the supplier, declaring bankruptcy. As a result, he is answerable to his creditors only to the elderly, to no one the right computer and the table - it is the authorized capital of the enterprise that is a kind of “collateral” and guarantor of responsibility. Taxes are also not paid on it - this fund is created as a kind of “start-up capital” for the enterprise.

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

The government is also understandable - it does not raise the minimum authorized capital threshold, because it does not want to reduce economic development, complicating the already hard life entrepreneurs. But reverse side The silver lining in this process is the huge number of fly-by-night companies through which billions of rubles go into the shadows/laundered.

How is the Criminal Code formed?

Start-up capital for a company can be:

  1. Money.
  2. Property.
  3. Securities.

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

Note: Many entrepreneurs forget to increase their 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 charter capital imposes certain difficulties on the operation of the LLC. First of all, this concerns internal procedures.

The share of each participant in the authorized capital is calculated

Key reasons why it is necessary to increase the authorized capital:

  1. The process of assignment or sale of the share of one of the participants in favor of the second (or a new legal entity/individual). In this case, the founders can increase the size of the charter capital by increasing production capacity organizations by capitalizing them. It is noteworthy that all participants’ shares are anonymized and are not tied to specific items. If, when organizing an LLC, you contributed property worth 10 thousand (the same computer), then when leaving it you can demand 10 thousand, not property. The management of the company does not have the right to impose payment of property on you - this is done only with your consent. It should also be taken into account that if the value of the contributed property is 20 thousand rubles or more, then the tax inspector may inquire whether you have a certificate of its assessment. Therefore, do it right away so as not to encounter an unpleasant situation later.
  2. Attracting credits or loans. A company that is successfully operating in the market may want to enter a new industry or undertake modernization. For this she needs money, but, as always, there is not enough of it. Therefore, the management of an LLC can take out a loan from individuals or legal entities. Money may also be needed for more trivial things - the purchase of raw materials, construction or major renovation buildings, etc. The lender, by allocating serious funds, wants to play it safe, so he demands to be included in the list of founders. This is a completely legitimate and common requirement. In this case, the authorized capital is increased due to the entry of a new participant. The shares of existing owners are recalculated taking into account the new amount. Usually shares are expressed as percentages - this makes it much more convenient to count and keep records.
  3. If the LLC is expanding by undertaking capital construction, then this property may also be included in the management company. This trick allows you to optimize the tax payment process. Until the property is put into use, it is considered future income, thereby reducing income expenses.
  4. Another option is for the capital to be forcibly increased by the state regulator. Such situations are quite 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 to conduct business, but a company with 10,000 authorized capital cannot manage it, since its real cost is millions of rubles. Therefore, first an assessment of the property is made, and then the regulator raises the management company under certain conditions (the state can become the main owner of the LLC).

Note: any reshuffle of the company’s founders and changes in shares must be registered in the Unified State Register of Legal Entities no later than 30 days after the decision is made and recorded.

Also, when changing shares, tax regulations apply to owners. The buyer or seller of the share is required to declare income/purchase and pay the appropriate interest to the budget. You, of course, can save money and arrange the transfer by gift, but it is better to pay a small tax and sleep peacefully. Otherwise, there are always risks that could lead to criminal liability.

When a participant leaves, the authorized capital decreases

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:

  1. Exit of a founder or participant with the withdrawal of his capital.
  2. Recalculation of property value through depreciation.