In a civilized economy, the authorized capital of a company is one of the criteria by which potential investors, creditors and partners evaluate the attractiveness of possible cooperation. On the Russian market, in most cases, include in financial analysis organization, the size of its initial capital is a useless exercise. After all, in order to register a limited liability company in our country (the main organizational and legal form of activity of an entrepreneur - legal entity), it is enough to have only 10,000 rubles. This amount is established as the minimum amount of the authorized capital of an LLC by the Law “On Limited Liability Companies” No. 14-FZ of February 8, 1998.

Legal and economic significance of the authorized capital of LLC

Thus, in economic practice, a formal approach to the founding capital of an LLC has developed. At the moment, for most domestic enterprises it does not characterize the actual volume of initial investments, and it is precisely this insignificant amount that the owners have the right to limit their liability for creditors’ claims. The satisfaction of debts to partners is legally guaranteed only within the authorized capital, therefore, decisions of counterparties to cooperate in amounts significantly exceeding it are made by them at their own peril and risk.

This state of affairs actually exists, but it cannot suit partners whose rights to demand obligations are not protected in any way. Therefore, there is ongoing talk about the need to revise the legislative norm on the minimum authorized capital of business companies. They propose to increase it significantly and call figures from 300 thousand rubles to half a million. Also, such a measure would make it possible to limit the growth of fly-by-night companies, but so far this initiative has not gone further than talk, and the minimum possible authorized capital of an LLC for 2014 is still 10,000 rubles.

On the other hand, this stimulates the opening of new organizations: the amount for registration is small, moreover, the founders are not obliged to keep it as a “dead weight” as a stabilization fund, but can use it in their own economic activity. For company participants, the authorized capital is also important from the point of view of the distribution of votes in the management of the company: the weight of the opinion of one or another founder in the general meeting is proportional to his contributed share.

Assessment of the organization’s performance can also be based on the size of the authorized capital: if the value of the company’s net assets becomes less than the founding amount after the second and subsequent years of activity, such an LLC must be closed, provided that there is no room to reduce the size of the charter capital.

How is the authorized capital of an LLC formed?

The authorized capital of an LLC is formed from the nominal value of the shares of all founders of the company. The shares of participants are expressed in ruble equivalent, as well as as a percentage (or fractional) of the total capital.

The maximum size of the share, the possibility and procedure for changing the ratio of the founders' contributions to the authorized capital are established by the organization independently and are prescribed in the Charter.

At the time of state registration of an LLC, its authorized capital must be formed at ½ of the total amount. The rest is paid within 12 months from the date of opening of the company. Even before submitting an application to open a company, funds in the amount of 50% of the future capital must be placed in a bank savings account or accepted at the cash desk. After receiving the LLC registration certificate, this amount is transferred to the newly opened current account of the organization. The balance of the constituent contributions is transferred by the participants to the LLC account in the manner prescribed in the Charter of the company.

In fact, the contributed funds cannot be less than the nominal share of the participant, and none of the founders can be released from the obligation to pay their share, even if the company is in debt to him.

If the contribution of one of the founders is not made on time, he may face consequences in the form of a fine, if this is provided for in the Charter. The unpaid part of the share is alienated in favor of the company, and then distributed among other participants or sold to third parties. Otherwise, the LLC is obliged to reduce its authorized capital by the appropriate amount and register the new amount in the unified register of legal entities. In any case, the company must notify the registration authorities of changes in the composition of the founders and the ratio of their shares within a month.

The company can dispose of these funds at its own discretion: make purchases, pay wages to staff, make rent payments, etc. Evidence of the complete formation of the authorized capital is payment documents, which are issued when transferring funds (cash receipt order, announcement of cash deposits), and not the physical presence of the entire amount in the account.

Property contribution to the authorized capital

Participants can contribute to the founding capital not only in the form of cash, but also with securities and even property. If everything is clear with money, then payment of the authorized capital of the LLC with property may raise some questions.

Real shares must have a monetary value, which is recorded in the statutory documents general decision all founders. An exception to this rule is property whose nominal value exceeds 20,000 rubles. In this case, it is mandatory to establish the value of this property by independent appraisers.

It is prohibited to overstate the value of the contributed property: if the property is insufficient to pay off the obligations, the founder, together with the appraiser, will still be liable to the extent of the inflated amount. This norm is valid for 3 years from the date of establishment of the company.

The procedure for transferring non-monetary contributions is determined by the LLC Charter. In general cases, the founder’s property as a share of the authorized capital is transferred to the company for ownership and use for a certain period according to the acceptance certificate. A document on the transfer of property and a certificate of its estimated value are confirmation of the contribution of non-monetary funds to the authorized capital of the LLC. If a participant leaves the company early or is expelled from the founders, his property remains with the organization until the end of the period specified in the transfer deed.

As for the withdrawal of property from the authorized capital by the current participant, this is possible, but only if the owner provides the company with monetary compensation in a timely manner and in full. The compensation must be sufficient to pay for the firm's use of similar property on the same terms until the end of the period for which this material share was originally transferred. The decision on this issue is made by the general meeting, but without taking into account the vote of the interested founder.

What specific property a participant has the right to contribute to the company is determined between the founders by agreement: if they wish, they can provide for such cases in the Charter. Most often these are things necessary for the operation of the company: from a computer and office furniture to the car or premises. Less often, founders contribute a share of intangible rights, for example, shares and other securities, patents, software etc.

Amount of the organization's authorized capital

As we have already found out, the minimum that must be contributed to the authorized capital to register an LLC is 10,000 rubles. Naturally, a serious organization that plans to actively work, enter into million-dollar contracts and take out loans is unlikely to limit itself to such an amount. In addition, some licensed types of activities require a completely different level of founding fees. For example, you can open an organization that will engage in private security activities only if you have a capital of 100,000 rubles; for a company selling alcoholic beverages at retail, this is already an amount of about 1 million rubles; The authorized funds of credit and insurance companies are already on a different order of magnitude and amount to tens of millions.

The law allows you to increase the authorized capital of an LLC to the required level. This happens by:

• contribution of additional funds by the founders;
• attracting new participants to the company (for example, including large investors);
• acquisition by the company of property (net assets), which is transferred to the founding fund.

An increase in the authorized capital may be necessary to fulfill licensing requirements, if there is insufficient working capital, or if there is an intention to enter into a serious contract.

To increase the charter capital, the following conditions must be met:

1. At the time of the decision to increase the authorized capital, it must be fully formed, that is, 100% has been contributed, even if a year has not yet passed from the date of opening of the company.
2. The increase in capital is accompanied by amendments to the Unified State Register of Legal Entities.

When raising the value of the capital, the organization must understand that this should be followed by an increase in the value of net assets. If after 2 years this value is less than the authorized capital, the founders will have to carry out a procedure to reduce it.

An LLC can reduce its authorized capital by excluding one or more participants, reducing the size of their shares, or writing off the value of property included in the company’s constituent fund (due to depreciation). The new size of the criminal capital should not be lower than the minimum permitted by law.

The decision to reduce the initial capital of the company is made by the general meeting of participants with entry into the Minutes or individually, if the founder is the only one. Since this event directly affects the interests of the organization’s creditors, the law obliges them to notify them of changes that have occurred in in writing. It is necessary to submit documents for registration of changes in the amount of authorized funds and the Charter itself no later than a month from the date of notification of the last creditor. This norm is established in Art. 20 of the Law “On Limited Liability Companies”. The new size of the charter capital comes into force immediately after registration.

It is recommended to review the size and distribution of shares in the authorized capital of an LLC annually at a general meeting of participants based on the results of data on the value of the company’s net assets provided by the accounting department.

Accepted State Duma January 14, 1998
Approved by the Federation Council on January 28, 1998
Moscow, Kremlin
President Russian Federation
B. YELTSIN

Chapter III. Authorized capital of the company. Society property

Article 14. Authorized capital of the company. Shares in the authorized capital of the company

1. The authorized capital of a company is made up of the nominal value of the shares of its participants.

The size of the company's authorized capital must be no less than one hundred times the minimum wage established by federal law on the date of submission of documents for state registration of the company.

The size of the authorized capital of the company and the nominal value of the shares of the company's participants are determined in rubles.

The authorized capital of a company determines the minimum amount of its property, which guarantees the interests of its creditors.

2. The size of the share of a company participant in the authorized capital of the company is determined as a percentage or as a fraction. The size of the share of a company participant must correspond to the ratio of the nominal value of his share and the authorized capital of the company.

The actual value of the share of a company participant corresponds to a part of the value of the company's net assets, proportional to the size of his share.

3. The company's charter may limit the maximum size of the share of a company participant. The company's charter may limit the possibility of changing the ratio of shares of the company's participants. Such restrictions cannot be established in relation to individual members of the company. The specified provisions may be provided for by the charter of the company upon its establishment, and also included in the charter of the company, amended and excluded from the charter of the company by decision of the general meeting of the company's participants, adopted unanimously by all participants of the company.

Article 15. Contributions to the authorized capital of the company

1. A contribution to the authorized capital of a company can be money, securities, other things or property rights or other rights that have a monetary value.

2. The monetary value of non-monetary contributions to the authorized capital of the company made by the company's participants and accepted into the company by third parties is approved by a decision of the general meeting of the company's participants, adopted by all company participants unanimously.

If the nominal value (increase in nominal value) of the share of a company participant in the authorized capital of the company, paid for by a non-monetary contribution, is more than two hundred minimum wages established by federal law on the date of submission of documents for state registration of the company or corresponding changes in the company's charter, such contribution must be assessed an independent appraiser. The nominal value (increase in the nominal value) of the share of a company participant, paid for by such a non-monetary contribution, cannot exceed the amount of the assessment of the specified contribution, determined by an independent appraiser.

If non-monetary contributions are made to the authorized capital of the company, the company's participants and an independent appraiser, within three years from the date of state registration of the company or corresponding changes in the company's charter, jointly and severally bear, if the company's property is insufficient, subsidiary liability for its obligations in the amount of the overvaluation of non-monetary contributions.

The company's charter may establish types of property that cannot be a contribution to the company's authorized capital.

3. If the company’s right to use property is terminated before the expiration of the period for which such property was transferred for use to the company as a contribution to the authorized capital, the company participant who transferred the property is obliged to provide the company, upon its request, with monetary compensation equal to the payment for the use of such the same property on similar terms for the remaining period. Monetary compensation must be provided in a lump sum within a reasonable time from the moment the company submits a request for its provision, unless a different procedure for providing compensation is established by a decision of the general meeting of the company's participants. Such a decision is made by the general meeting of the company's participants without taking into account the votes of the company participant who transferred to the company the right to use the property, which was terminated ahead of schedule, as a contribution to the authorized capital.

The constituent agreement may provide for other methods and procedures for a company participant to provide compensation for early termination of the right to use property transferred by him to the company for use as a contribution to the authorized capital.

4. Property transferred by a participant expelled or withdrawn from the company for the use of the company as a contribution to the authorized capital shall remain in the use of the company for the period for which it was transferred, unless otherwise provided by the constituent agreement.

Article 16. Procedure for making contributions to the authorized capital of a company upon its establishment

1. Each founder of the company must make a full contribution to the authorized capital of the company within the period determined by the constituent agreement and which cannot exceed one year from the date of state registration of the company. In this case, the value of the contribution of each founder of the company must be no less than the nominal value of his share.

It is not permitted to relieve the founder of a company from the obligation to make a contribution to the authorized capital of the company, including by offsetting his claims to the company.

2. At the time of state registration of the company, its authorized capital must be paid by the founders at least half.

Article 17. Increasing the authorized capital of the company

1. An increase in the authorized capital of a company is allowed only after it has been fully paid.

2. An increase in the authorized capital of a company can be carried out at the expense of the company’s property, and (or) at the expense of additional contributions of the company’s participants, and (or), if this is not prohibited by the company’s charter, at the expense of contributions from third parties accepted into the company.

Article 18. Increasing the authorized capital of a company at the expense of its property

1. An increase in the authorized capital of a company at the expense of its property is carried out by decision of the general meeting of the company’s participants, adopted by a majority of at least two-thirds of the votes of the total number of votes of the company’s participants, if necessary more votes for making such a decision are not provided for by the company's charter.

A decision to increase the authorized capital of a company at the expense of the company’s property can be made only on the basis of data financial statements company for the year preceding the year during which such a decision was made.

2. The amount by which the company’s authorized capital is increased at the expense of the company’s property must not exceed the difference between the value of the company’s net assets and the amount of the company’s authorized capital and reserve fund.

3. When increasing the authorized capital of a company in accordance with this article, the nominal value of the shares of all participants in the company increases proportionally without changing the size of their shares.

Article 19. Increasing the authorized capital of the company through additional contributions of its participants and contributions of third parties accepted into the company

1. The general meeting of the company's participants, by a majority of at least two-thirds of the total number of votes of the company's participants, if the need for a larger number of votes to make such a decision is not provided for by the company's charter, may decide to increase the authorized capital of the company by making additional contributions by the company's participants. Such a decision should determine the total cost of additional contributions, and also establish a uniform ratio for all participants in the company between the cost of the additional contribution of a company participant and the amount by which the nominal value of his share is increased. The specified ratio is established based on the fact that the nominal value of the share of a company participant can increase by an amount equal to or less than the value of his additional contribution.

Each participant in the company has the right to make an additional contribution not exceeding part of the total cost of additional contributions, proportional to the size of the share of this participant in the authorized capital of the company. Additional contributions may be made by the company's participants within two months from the date of adoption by the general meeting of the company's participants of the decision specified in paragraph one of this clause, unless a different period is established by the company's charter or the decision of the general meeting of the company's participants.

No later than one month from the date of expiration of the period for making additional contributions, the general meeting of the company's participants must make a decision on approving the results of making additional contributions by the company's participants and on introducing changes into the constituent documents of the company related to increasing the size of the authorized capital of the company and increasing the nominal value of the shares of the company's participants who made additional contributions, and, if necessary, also changes related to changes in the size of shares of company participants. In this case, the nominal value of the share of each company participant who made an additional contribution increases in accordance with the ratio specified in paragraph one of this paragraph.

Documents for state registration of the changes provided for in this paragraph in the constituent documents of the company, as well as documents confirming the making of additional contributions by the company's participants, must be submitted to the body carrying out state registration of legal entities within a month from the date of the decision to approve the results of making additional contributions by the company's participants and on making appropriate changes to the constituent documents of the company. The specified changes in the constituent documents of the company become effective for the participants of the company and third parties from the date of their state registration by the body carrying out state registration of legal entities.

In case of failure to comply with the deadlines provided for in paragraphs three and four of this paragraph, the increase in the authorized capital of the company is considered failed.

2. The general meeting of company participants may decide to increase its authorized capital on the basis of an application from a company participant (statements of company participants) to make an additional contribution and (or), unless prohibited by the company’s charter, an application from a third party (statements from third parties) to accept him into society and making a contribution. This decision is made unanimously by all members of the company.

The application of a company participant and the application of a third party must indicate the size and composition of the contribution, the procedure and deadline for making it, as well as the size of the share that the company participant or third party would like to have in the authorized capital of the company. The application may also indicate other conditions for making contributions and joining the company.

Simultaneously with the decision to increase the authorized capital of the company on the basis of an application of a company participant (applications of company participants) to make an additional contribution, a decision must be made to introduce changes to the constituent documents of the company related to an increase in the size of the authorized capital of the company and an increase in the nominal value of the share of the company participant ( members of the company) who submitted an application for making an additional contribution, and, if necessary, also changes related to changes in the size of shares of the company participants. In this case, the nominal value of the share of each company participant who submitted an application to make an additional contribution increases by an amount equal to or less than the value of his additional contribution.

Simultaneously with the decision to increase the authorized capital of the company on the basis of an application from a third party (applications of third parties) to accept him (them) into the company and make a contribution, a decision must be made to make changes to the constituent documents of the company related to the admission of the third party (third parties) into the company, determining the nominal value and size of its share (their shares), increasing the size of the authorized capital of the company and changing the size of the shares of the company's participants. The nominal value of the share acquired by each third person admitted to the company must be equal to or less than the value of his contribution.

Documents for state registration of the changes provided for in this paragraph in the constituent documents of the company, as well as documents confirming the making of additional contributions by the company's participants and contributions by third parties in full, must be submitted to the body carrying out state registration of legal entities within a month from the date of making in full the amount of additional deposits by all participants of the company and deposits by third parties who submitted applications, but no later than six months from the date of adoption of the decisions of the general meeting of participants of the company provided for in this paragraph. The specified changes in the constituent documents become effective for the participants of the company and third parties from the date of their state registration by the body carrying out state registration of legal entities.

In case of failure to comply with the deadlines provided for in paragraph five of this paragraph, the increase in the authorized capital of the company is considered failed.

Advertisement Civil Code of the Russian Federation.

To participants of the company and third parties who have made non-monetary contributions, the company is obliged to return their deposits within a reasonable period of time, and in the event of non-return of deposits within the specified period, also to compensate for lost profits due to the inability to use the property contributed as a contribution.

Article 20. Reduction of the authorized capital of the company

1. The company has the right, and in cases provided for by this Federal Law, is obliged to reduce its authorized capital.

A decrease in the authorized capital of a company can be carried out by reducing the nominal value of the shares of all participants in the company in the authorized capital of the company and (or) redeeming shares owned by the company.

The company does not have the right to reduce its authorized capital if, as a result of such a reduction, its size becomes less than the minimum amount of authorized capital determined in accordance with this Federal Law on the date of submission of documents for state registration of the relevant changes in the company’s charter, and in cases where, in accordance with By this Federal Law, the company is obliged to reduce its authorized capital as of the date of state registration of the company.

Reducing the authorized capital of a company by reducing the nominal value of the shares of all participants in the company must be carried out while maintaining the size of the shares of all participants in the company.

2. In case of incomplete payment of the authorized capital of the company within a year from the moment of its state registration, the company must either announce a reduction in its authorized capital to the amount actually paid and register its decrease in in the prescribed manner, or make a decision to liquidate the company.

3. If at the end of the second and each subsequent financial year the value of the company’s net assets turns out to be less than its authorized capital, the company is obliged to announce a reduction in its authorized capital to an amount not exceeding the value of its net assets and register such a decrease in the prescribed manner.

If at the end of the second and each subsequent financial year the value of the company's net assets is less than the minimum amount of the authorized capital established by this Federal Law on the date of state registration of the company, the company is subject to liquidation.

The value of the company's net assets is determined in the manner established by federal law and regulations issued in accordance with it.

4. Within thirty days from the date of the decision to reduce its authorized capital, the company is obliged to notify in writing about the reduction of the authorized capital of the company and its new amount to all creditors of the company known to it, and also publish it in the press organ in which data on the state registration of legal entities is published. persons, message about the decision taken. In this case, the creditors of the company have the right, within thirty days from the date of sending them a notice or within thirty days from the date of publication of a message about the decision made, to demand in writing the early termination or fulfillment of the relevant obligations of the company and compensation for losses.

State registration reduction of the company's authorized capital is carried out only upon presentation of evidence of notification of creditors in the manner established by this paragraph.

5. If, in the cases provided for by this article, the company does not make a decision to reduce its authorized capital or liquidate itself within a reasonable time, creditors have the right to demand from the company early termination or fulfillment of the company’s obligations and compensation for losses. The body carrying out state registration of legal entities, or other state bodies or local government bodies, to which the right to present such a claim is granted by federal law, in these cases has the right to submit a claim to the court for the liquidation of the company.

Article 21. Transfer of a share (part of a share) of a company participant in the authorized capital of the company to other company participants and third parties

1. A participant in a company has the right to sell or otherwise assign his share in the authorized capital of the company or part thereof to one or more participants of this company. The consent of the company or other participants of the company to carry out such a transaction is not required, unless otherwise provided by the charter of the company.

2. The sale or assignment in any other way by a company participant of his share (part of the share) to third parties is permitted unless this is prohibited by the company’s charter.

3. The share of a company participant may be alienated before it is fully paid only in the part in which it has already been paid.

4. Company participants enjoy the preemptive right to purchase a share (part of a share) of a company participant at the price offered to a third party in proportion to the size of their shares, unless the charter of the company or the agreement of the company participants provides for a different procedure for the exercise of this right. The company's charter may provide for the company's preemptive right to purchase a share (part of a share) sold by its participant, if other members of the company have not exercised their preemptive right to purchase a share (part of a share).

A company participant who intends to sell his share (part of the share) to a third party is obliged to notify the other participants of the company and the company itself in writing, indicating the price and other conditions of its sale. The company's charter may provide that notices to the company's participants are sent through the company. If the company's participants and (or) the company do not exercise the pre-emptive right to purchase the entire share (the entire part of the share) offered for sale within a month from the date of such notification, unless another period is provided for by the company's charter or agreement of the company's participants, the share ( part of the share) can be sold to a third party at a price and on conditions communicated to the company and its participants.

Provisions establishing the procedure for exercising the pre-emptive right to purchase a share (part of a share) disproportionate to the size of the shares of the company's participants may be provided for by the company's charter upon its establishment, introduced, amended and excluded from the company's charter by decision of the general meeting of the company's participants, adopted unanimously by all the company's participants.

When selling a share (part of a share) in violation of the preemptive right of purchase, any member of the company and (or) the company, if the company’s charter provides for the preemptive right of the company to acquire a share (part of the share), has the right, within three months from the moment the company participant or company learned or should have learned about such a violation and demand in court that the rights and obligations of the buyer be transferred to them.

The assignment of the said preemptive right is not permitted.

5. The charter of the company may provide for the need to obtain the consent of the company or the remaining participants of the company for the assignment of a share (part of a share) of a company participant to third parties in a manner other than sale.

6. The assignment of a share (part of a share) in the authorized capital of the company must be made in a simple manner in writing, if the requirement for its completion in notarial form is not provided for by the company’s charter. Failure to comply with the form of the transaction for the assignment of a share (part of a share) in the authorized capital of the company, established by this paragraph or the charter of the company, entails its invalidity.

The company must be notified in writing of the assignment of a share (part of a share) in the authorized capital of the company with the presentation of evidence of such assignment. The acquirer of a share (part of a share) in the authorized capital of a company exercises the rights and bears the obligations of a participant in the company from the moment the company is notified of the specified assignment.

The acquirer of a share (part of a share) in the authorized capital of the company receives all the rights and obligations of a company participant that arose before the assignment of the specified share (part of a share), with the exception of the rights and obligations provided for, respectively, in paragraph two of paragraph 2 of Article 8 and paragraph two of paragraph 2 of Article 9 of this Federal Law. A company participant who has assigned his share (part of a share) in the authorized capital of the company bears an obligation to the company to make a contribution to the property that arose before the assignment of the specified share (part of a share), jointly and severally with its acquirer.

7. Shares in the authorized capital of the company pass to the heirs of citizens and to the legal successors of legal entities that were participants in the company.

In the event of liquidation of a legal entity - a member of the company, the share belonging to it, remaining after completion of settlements with its creditors, is distributed among the participants of the legal entity being liquidated, unless otherwise provided by federal laws, other legal acts or the constituent documents of the legal entity being liquidated.

The company's charter may provide that the transfer and distribution of shares established by paragraphs one and two of this paragraph are permitted only with the consent of the remaining participants in the company.

Before the heir of a deceased company member accepts the inheritance, the rights of the deceased company member are exercised and his duties are performed by the person specified in the will, and in the absence of such a person, the manager appointed by the notary.

8. If the company’s charter provides for the need to obtain the consent of the company’s participants for the assignment of a share (part of a share) in the authorized capital of the company to the company’s participants or third parties, for its transfer to the heirs or legal successors, or for the distribution of the share between the participants of a liquidated legal entity, such consent is considered received if, within thirty days from the date of contacting the company's participants or within another period specified by the company's charter, the written consent of all the company's participants is received or a written refusal of consent is not received from any of the company's participants.

If the company's charter provides for the need to obtain the company's consent to the assignment of a share (part of a share) in the authorized capital of the company to the company's participants or third parties, such consent is considered received if within thirty days from the date of contacting the company or within another period specified by the company's charter within the period, the written consent of the company has been received or a written refusal of consent has not been received from the company.

9. When selling a share (part of a share) in the authorized capital of a company at public auction in cases provided for by this Federal Law or other federal laws, the acquirer of the specified share (part of a share) becomes a participant in the company, regardless of the consent of the company or its participants.

Article 22. Pledge of shares in the authorized capital of a company

A company participant has the right to pledge his share (part of a share) in the authorized capital of the company to another company participant or, unless prohibited by the company's charter, to a third party with the consent of the company by decision of the general meeting of company participants, adopted by a majority vote of all company participants, if a larger number is necessary votes for making such a decision are not provided for by the company's charter. The votes of a company participant who intends to pledge his share (part of the share) are not taken into account when determining the voting results.

Article 23. Acquisition by a company of a share (part of a share) in the authorized capital of the company

1. The company does not have the right to acquire shares (parts of shares) in its authorized capital, except for the cases provided for by this Federal Law.

2. If the charter of the company prohibits the assignment of a share (part of a share) of a company participant to third parties, and other company participants refuse to acquire it, as well as in the event of refusal of consent to the assignment of a share (part of a share) to a company participant or a third party, if the need to obtain such consent is provided for by the company's charter; the company is obliged to acquire, at the request of a company participant, its share (part of the share). In this case, the company is obliged to pay the company participant the actual value of this share (part of the share), which is determined on the basis of the company’s financial statements for the last reporting period preceding the day the company participant made such a demand, or with the consent of the company participant, give him the same property in kind cost.

3. The share of a company participant who, when establishing the company, did not make his full contribution to the authorized capital of the company on time, as well as the share of a company participant who did not provide monetary or other compensation on time, provided for in paragraph 3 of Article 15 of this Federal Law, passes to society. In this case, the company is obliged to pay the company participant the actual value of part of his share, proportional to the part of the contribution made by him (the period during which the property was in the use of the company), or, with the consent of the company participant, give him in kind property of the same value. The actual value of a part of the share is determined on the basis of the company’s financial statements for the last reporting period preceding the expiration date for making a contribution or providing compensation.

The charter of the company may provide that a part of the share is transferred to the company, proportional to the unpaid part of the contribution or the amount (cost) of compensation.

4. The share of a company participant expelled from the company passes to the company. In this case, the company is obliged to pay the excluded member of the company the actual value of his share, which is determined according to the company’s financial statements for the last reporting period preceding the date of entry into force of the court decision on exclusion, or, with the consent of the excluded member of the company, give him in kind property of the same value .

5. If the company's participants refuse consent to the transfer or distribution of a share in the cases provided for in paragraph 7 of Article 21 of this Federal Law, if such consent is necessary in accordance with the company's charter, the share passes to the company. In this case, the company is obliged to pay the heirs of a deceased member of the company, the legal successors of a reorganized legal entity - a participant of the company or participants of a liquidated legal entity - a participant of the company, the actual value of the share, determined on the basis of the data of the company’s financial statements for the last reporting period preceding the day of death, reorganization or liquidation, or with their consent, give them property of the same value in kind.

6. If the company pays, in accordance with Article 25 of this Federal Law, the actual value of the share (part of the share) of a company participant at the request of its creditors, part of the share, the actual value of which was not paid by other participants of the company, passes to the company, and the rest of the share is distributed among members of the company in proportion to the payment they made.

7. A share (part of a share) passes to the company from the moment a company participant submits a demand for its acquisition by the company, or the expiration of the period for making a contribution or providing compensation, or the entry into force of a court decision to exclude a participant from the company, or receiving a refusal from any company participant in consent to the transfer of the share to the heirs of citizens (legal successors of legal entities) who were participants in the company, or to distribute it among the participants of a liquidated legal entity - a participant in the company, or payment by the company of the actual value of the share (part of the share) of the company participant at the request of its creditors.

8. The company is obliged to pay the actual value of the share (part of the share) or give in kind property of the same value within one year from the moment the share (part of the share) is transferred to the company, unless a shorter period is provided for by the charter of the company.

The actual value of the share (part of the share) is paid out of the difference between the value of the company's net assets and the size of its authorized capital. If such a difference is not enough, the company is obliged to reduce its authorized capital by the missing amount.

Article 24. Shares owned by the company

Shares owned by the company are not taken into account when determining the voting results at the general meeting of the company's participants, as well as when distributing the profit and property of the company in the event of its liquidation.

The share owned by the company, within one year from the date of its transfer to the company, must, by decision of the general meeting of the company’s participants, be distributed among all participants of the company in proportion to their shares in the authorized capital of the company or sold to all or some participants of the company and (or), if this is not prohibited by the charter of the company, to third parties and fully paid. The undistributed or unsold part of the share must be repaid with a corresponding reduction in the authorized capital of the company. The sale of a share to the company's participants, as a result of which the size of the shares of its participants changes, the sale of the share to third parties, as well as the introduction of changes related to the sale of the share in the constituent documents of the company is carried out by decision of the general meeting of the company's participants, adopted unanimously by all the company's participants.

Documents for state registration of the changes provided for in this article in the constituent documents of the company, and in the case of the sale of a share, also documents confirming payment for the share sold by the company, must be submitted to the body carrying out state registration of legal entities within one month from the date of the decision to approve the results of payment shares of the company's participants and on making appropriate changes to the company's constituent documents. The specified changes in the constituent documents of the company become effective for the participants of the company and third parties from the date of their state registration by the body carrying out state registration of legal entities.

Distribution of the share belonging to the company having strategic importance to ensure the defense of the country and the security of the state in accordance with the Federal Law "On the procedure for making foreign investments in business entities of strategic importance for ensuring the defense of the country and the security of the state", between its participants, the sale of this share to the participants of such a company and third parties, the repayment of this shares, if as a result of these actions a foreign investor or a group of persons that includes a foreign investor can establish or have established control over such a company, are carried out in the manner prescribed by the specified Federal Law.

* (part four introduced by Federal Law dated April 29, 2008 N 58-FZ)

Article 25. Foreclosure of the share (part of the share) of a company participant in the authorized capital of the company

1. At the request of creditors, foreclosure on the share (part of the share) of a company participant in the authorized capital of the company for the debts of the company participant is allowed only on the basis of a court decision if the other property of the company participant is insufficient to cover the debts.

2. In the event of foreclosure on the share (part of the share) of a company participant in the authorized capital of the company for the debts of the company participant, the company has the right to pay creditors the actual value of the share (part of the share) of the company participant.

By decision of the general meeting of company participants, adopted unanimously by all company participants, the actual value of the share (part of the share) of the company participant whose property is being foreclosed on may be paid to creditors by the remaining company participants in proportion to their shares in the authorized capital of the company, unless the procedure for determining the amount of payment is different. not provided for by the company's charter or a decision of the general meeting of company participants.

The actual value of the share (part of the share) of a company participant in the authorized capital of the company is determined on the basis of data from the company’s financial statements for the last reporting period preceding the date of presentation of the claim to the company to foreclose on the share (part of the share) of the company participant for its debts.

3. If, within three months from the date of presentation of the claim by the creditors, the company or its participants do not pay the actual value of the entire share (the entire part of the share) of the company participant that is being foreclosed on, foreclosure on the share (part of the share) of the company participant is carried out by its sale at public auction.

Article 26. Withdrawal of a company participant from the company

1. A participant in a company has the right to leave the company at any time, regardless of the consent of its other participants or the company.

2. If a company participant leaves the company, his share passes to the company from the moment he submits an application for withdrawal from the company. In this case, the company is obliged to pay to the company participant who filed an application to leave the company the actual value of his share, determined on the basis of the company’s financial statements for the year during which the application to leave the company was submitted, or, with the consent of the company participant, to give him in kind property of the same value, and in case of incomplete payment of his contribution to the authorized capital of the company, the actual value of part of his share, proportional to the paid part of the contribution.

3. The company is obliged to pay the company participant who filed an application to leave the company the actual value of his share or give him in kind property of the same value within six months from the end of the financial year during which the application to leave the company was submitted, if less the period is not provided for by the company's charter.

The actual value of a company participant's share is paid out of the difference between the value of the company's net assets and the size of the company's authorized capital. If such a difference is not enough to pay the company participant who filed an application to leave the company the actual value of his share, the company is obliged to reduce its authorized capital by the missing amount.

4. The withdrawal of a company participant from the company does not relieve him of his obligation to the company to make a contribution to the company’s property that arose before filing an application for withdrawal from the company.

Article 27. Contributions to the property of the company

1. Participants of the company are obliged, if provided for by the charter of the company, by decision of the general meeting of participants of the company, to make contributions to the property of the company. Such an obligation of the company's participants may be provided for by the company's charter when the company is founded or by introducing amendments to the company's charter by decision of the general meeting of the company's participants, adopted unanimously by all the company's participants.

The decision of the general meeting of the company's participants on making contributions to the company's property may be adopted by a majority of at least two-thirds of the total number of votes of the company's participants, unless the need for a larger number of votes to make such a decision is provided for by the company's charter.

2. Contributions to the property of the company are made by all participants of the company in proportion to their shares in the authorized capital of the company, unless a different procedure for determining the amount of contributions to the property of the company is provided for by the charter of the company.

The company's charter may provide for the maximum value of contributions to the company's property made by all or certain participants of the company, and may also provide for other restrictions associated with making contributions to the company's property. Restrictions related to making contributions to the property of the company established for a specific participant in the company in the event of alienation of his share (part of the share) in relation to the acquirer of the share (part of the share) do not apply.

Provisions establishing the procedure for determining the size of contributions to the company's property disproportionate to the size of the shares of the company's participants, as well as provisions establishing restrictions associated with making contributions to the company's property, may be provided for by the charter of the company upon its establishment or included in the company's charter by decision of the general meeting of the company's participants. , adopted unanimously by all members of the society.

Amendments and exclusions of the provisions of the company's charter establishing the procedure for determining the size of contributions to the company's property disproportionate to the size of the shares of the company's participants, as well as restrictions associated with making contributions to the company's property established for all participants of the company, are carried out by decision of the general meeting of the company's participants, adopted by all participants society unanimously. Amendments and exclusions of the provisions of the company's charter that establish the specified restrictions for a certain participant of the company are carried out by decision of the general meeting of the company's participants, adopted by a majority of at least two-thirds of the votes of the total number of votes of the company's participants, provided that the company participant for whom such restrictions are established, voted for such a decision or gave written consent.

3. Contributions to the property of the company are made in money, unless otherwise provided by the charter of the company or by a decision of the general meeting of participants of the company.

4. Contributions to the company’s property do not change the size and nominal value of the shares of company participants in the authorized capital of the company.

Article 28. Distribution of company profits between company participants

1. The company has the right to make a decision quarterly, once every six months or once a year on the distribution of its net profit among the participants of the company. The decision to determine the part of the company's profit distributed among the company's participants is made by the general meeting of the company's participants.

2. Part of the company’s profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the company.

The charter of the company upon its establishment or by introducing amendments to the charter of the company by decision of the general meeting of the company's participants, adopted unanimously by all the company's participants, may establish a different procedure for the distribution of profit between the company's participants. Amendments and exclusions of the provisions of the company's charter establishing such a procedure are carried out by decision of the general meeting of the company's participants, adopted unanimously by all the company's participants.

Article 29. Restrictions on the distribution of company profits among company participants. Restrictions on the payment of company profits to company participants

1. The company does not have the right to make a decision on the distribution of its profits among the participants of the company:

• until full payment of the entire authorized capital of the company
• before payment of the actual value of the share (part of the share) of a company participant in cases provided for by this Federal Law
• if at the time of making such a decision the company meets the criteria for insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the specified signs appear in the company as a result of such a decision
• if at the time of such a decision the value of the company’s net assets is less than its authorized capital and reserve fund or becomes less than their size as a result of such a decision

2. The company does not have the right to pay profit to the company’s participants, the decision on the distribution of which among the company’s participants was made:

• if at the time of payment the company meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the specified signs appear in the company as a result of payment
• if at the time of payment the value of the company’s net assets is less than its authorized capital and reserve fund or becomes less than their size as a result of payment
• in other cases provided for by federal laws

Upon termination of the circumstances specified in this paragraph, the company is obliged to pay profit to the company’s participants, the decision on the distribution of which among the company’s participants has been made.

Article 30. Reserve fund and other funds of the company

The company may create a reserve fund and other funds in the manner and amounts provided for by the company's charter.

Article 31. Placement of bonds by the company

1. The company has the right to place bonds and other issue-grade securities in the manner established by the legislation on securities.

2. The issue of bonds by a company is permitted after full payment of its authorized capital.

The bond must have a par value. The nominal value of all bonds issued by the company must not exceed the size of the company's authorized capital and (or) the amount of security provided to the company for these purposes by third parties. In the absence of security provided by third parties, the issue of bonds is permitted no earlier than the third year of the company’s existence and subject to proper approval of the annual financial statements for two completed financial years. The specified restrictions do not apply to issues of mortgage-backed bonds and in other cases established by federal securities laws.

* (clause 2 as amended by Federal Law dated July 27, 2006 N 138-FZ)

Lost power. - Federal Law of July 27, 2006 N 138-FZ.

Contents :: Chapter I :: Chapter II :: Chapter III ::

Definition

Minimum amount of authorized capital in the Russian Federation

Accounting authorized capital

Increase authorized capital OOO

Increasing the authorized capital of LLC at the expense of the Company’s property

Increasing the authorized capital of the LLC due to additional contributions from Participants

Reduction of authorized capital joint stock company(JSC)

Authorized capital — This the amount of funds initially invested by the owners to ensure the statutory activities of the company; The charter determines the minimum amount of legal property. a person guaranteeing the interests of its borrowers.

The organizational and legal form of capital, the amount of which is determined by the charter (constituent documents) or legislation. Includes: the par value of issued shares, the amount of investments of public funds or private share contributions, transfers to the balance sheet of the established companies buildings, structures, equipment, material assets, rights to use natural resources. In Uk. included price fixed and working capital. Contributions to the Uk can be made not only in the form of cash, but also in property form, in the form of buildings, land, etc. objects of intellectual property: patents, licenses, projects. All contributions made are assessed and credited to the balance sheet of the newly created enterprise. Uk represents the property with which an economic entity is responsible for its activities. The amount can increase as the business develops due to the profits received or due to additional contributions from the founders, and in a joint-stock company due to the sale of additionally issued shares. In accordance with Federal Law RF“On Joint-Stock Companies” dated November 24, 1995. The company's capital is made up of the nominal value of the company's assets acquired by shareholders. The company determines the minimum size of the company's property that guarantees its interests borrowers. The minimum salary for an open company must be no less than a thousand times the minimum wage established by the federal by law on the date of registration of the company, but a closed company. not less than one hundred times the minimum amount payment labor established by the federal by law on the date of state registration of the company.

Minimum authorized capital in Russian Federation

To calculate the minimum authorized capital, the minimum wage is used. The minimum amount of authorized capital can also be specified in a fixed amount.

The minimum amount of authorized capital (fund) is:

for a limited liability company - 10,000 rubles

for closed joint stock company— 100 minimum wage

for open joint stock company (JSC)— 1000 minimum wage

for the people enterprises— 1000 minimum wage

for government enterprises— 5000 minimum wage

Contributions to the authorized capital can be cash, securities, various material assets or property rights that have a monetary value. For state registration, at least half of the authorized capital must be paid. For a joint stock company, state registration is allowed without payment of the authorized capital, and at least 50% of the authorized capital must be paid within three months from the date of state registration, and full payment must take place within one year from the date of state registration.

If the size of the property contribution is more than 200 minimum wages, then an independent appraiser’s opinion on cost transferred property. In other cases, the property is valued at the contract value.

Founders do not have the right to change the type of property being transferred, its value or the procedure for transfer without changing constituent documents. Upon leaving the society, a participant ( founder) his share in the authorized capital is reimbursed no later than 6 months after the end of the budget year. The right of participants in a limited liability company to exit must be enshrined in the charter, otherwise exit is not allowed.

For state and municipal enterprises in the Russian Federation, an analogue of the concept of authorized capital is the Authorized Fund.

Accounting for authorized capital

Authorized capital is the main source of formation of the enterprise’s own funds necessary for it to fulfill its statutory obligations.

Currently depending on the form companies For a commercial enterprise, the concept of that part of the equity capital, the amount of which is indicated in the constituent documents, is implemented as follows:

♦ authorized capital of business companies (joint-stock companies and limited or additional liability companies);

♦ authorized capital of state and municipal unitary enterprises;

♦ share capital of business partnerships;

♦ mutual fund of production and consumer cooperatives.

The procedure for maintaining accounting of authorized capital at Russian enterprises is regulated by:

♦ Federal Law of December 26, 1995 No. 208-FZ (as amended and supplemented) “On Joint-Stock Companies”. According to this law, the authorized capital is made up of the nominal value of the company's shares acquired by shareholders. The authorized capital of the company determines the minimum amount of property of the company that guarantees the interests of its borrowers;

♦ Federal Law No. 14-FZ of February 8, 1998 (as amended on December 29, 2004) “On Limited Liability Companies”;

♦ Federal Law of November 14, 2002 No. 161-FZ “On State and Municipal Unitary Enterprises”.

The authorized capital is made up of the nominal value of the shares of its participants. The authorized capital of the company determines the minimum amount of the company's property that guarantees the interests of its borrowers.

To account for the authorized capital, account 80 “Authorized capital” is used, passive, balance sheet, and for settlements with founders (participants) - account 75 “Settlements with founders”, an account with active and passive sub-accounts, balance sheet.

Analytical accounting for account 80 “Authorized capital” is organized in such a way as to ensure the formation of information on the founders of the company, stages of capital formation and types of shares.

Analytical accounting for account 75 “Settlements with founders” is carried out for each founder of the enterprise.

Entries in account 80 “Authorized capital” are made when forming the authorized capital, as well as in cases of increasing and decreasing capital, only after making appropriate changes to the constituent documents of the enterprise in accordance with the requirements of current legislation.

The amount of the authorized capital is reflected in the accounting registers only after registration of the statutory documents. The amount of authorized capital reflected in balance sheet of the enterprise must correspond to the amounts specified in the constituent documents.

At the time of registration, the authorized capital must be paid at least half, the remaining part must be paid within a year from the date of registration. If this requirement is not met, the company must announce a reduction in the authorized capital and register its reduction or terminate its activities through liquidation. In case of incomplete payment in deadline the share comes to the disposal of the joint stock company (JSC) (JSC), and the property contributed in payment for the shares is not returned.

After state registration of an enterprise, its authorized capital in the amount recorded in the constituent documents is reflected in accounting entries in the accounts.

Account 81 “Own shares (shares)” is intended for generalization information on the availability and movement of its own shares purchased by the joint-stock company from shareholders for their subsequent resale or cancellation. Other business companies and partnerships use this account to account for the share of a participant acquired by the company or partnership itself for transfer to other participants or third parties.

In the economic practice of joint stock companies, situations often arise when, for one reason or another, they for various purposes buy back their own shares from shareholders (participants).

For example, an open (JSC) can do this (subject to the procedures and restrictions established by law) for:

♦ temporary reduction in the number of shares traded on the stock market in order to increase their prices;

♦ countering attempts by unfriendly structures to gain access to the decision-making process by purchasing voting shares of the company;

♦ changes in the balance of forces at the general meeting of shareholders (shares on the company’s balance sheet do not take part in voting);

♦ subsequent attraction of investments through sales repurchased shares at a higher price or reduction of the authorized capital by canceling them, etc.

In cases established by law, the repurchase of shares must be carried out by a joint-stock company at the request of its shareholders.

A limited liability company may acquire shares (parts of shares) in its authorized capital only in cases provided for by Federal Law No. 14-FZ of February 8, 1998 “On Limited Liability Companies.”

The acquisition and sale by the company of its own shares (stakes) are reflected according to the same rules as shares (stakes) of third-party companies, i.e. in the amount of actual costs and income regardless of face value.

When a joint-stock or other company (partnership) repurchases from a shareholder (participant) shares (shares) belonging to him in accounting for the amount of actual expenses entries are made on the debit of account 81 “Own shares (shares)” and the loan of cash accounting accounts.

Cancellation of own shares purchased by a joint stock company is carried out as follows.

After the company has completed all the prescribed procedures, accounting entries are made in the accounting accounts for the par value of the repurchased shares.

The minimum amount of authorized capital established by the Civil Code of the Russian Federation and Federal Law 208-FZ is equal to 100 MMOT (minimum monthly wage) for closed and 1000 MMOT for open joint-stock companies.

The assessment of non-monetary contributions of participants to the authorized capital is made by agreement between the founders. To evaluate a participant’s non-monetary contribution, it is necessary to involve an independent appraiser in accordance with Federal Law No. 120-FZ of August 7, 2001. It does not matter whether the par value of the shares being acquired exceeds 200 times the minimum wage. The value of the monetary valuation of property made by the founders of the company and the board of directors (supervisory board) of the company cannot be higher than the value of the valuation made by an independent appraiser.

If the authorized capital is changed, it must be re-registered in accordance with the procedure established by law. Increases and decreases in the authorized (share) capital, made in accordance with the established procedure, are reflected in accounting and financial statements after making appropriate changes to the constituent documents.

It is necessary to notify borrowers when making a decision to reduce the authorized capital (however, it should not become less than the minimum). The borrower may demand from the enterprise termination or early fulfillment of obligations and compensation for losses.

According to Art. 99 of the Civil Code of the Russian Federation, if at the end of the second and each subsequent fiscal year the value of the company's net assets turns out to be less than the authorized capital, the company is obliged to declare and register in the prescribed manner a decrease in its authorized capital.

Clean assets is a quantity determined by subtracting from the sum assets enterprises accepted for calculation, the amount of its obligations accepted for calculation in accordance with the joint order of the Ministry of Finance of Russia No. 71 and the Federal Commission for the Securities Market No. 149 of August 5, 1996 “On the procedure for assessing the value of net assets of joint-stock companies.”

If the minimum amount of authorized capital exceeds the amount of net assets, the company must be liquidated.

If the decision to reduce the authorized capital or liquidate the company has not been made, its shareholders, borrowers, as well as bodies authorized by the state, have the right to demand the liquidation of the company in the prescribed manner.

Department of Accounting and Reporting Methodology Ministry of Finance The Russian Federation clarified that value added tax on acquired assets should be included in the calculation of the net assets of a joint stock company (letter min fina RF dated April 8, 2002 No. 14/125).

Accounting for the authorized capital in limited liability companies (LLC) is carried out in accordance with Federal Law No. 14-FZ of February 8, 1998 (as amended on December 29, 2004).

An LLC does not issue shares, unlike joint stock companies. The minimum amount of authorized capital, according to the Civil Code of the Russian Federation and Law No. 14-FZ, is 100 MMOT. Cash deposits foreign investors in the accounting of LLCs, as well as in joint-stock companies, are subject to entry in ruble equivalent. In this case, exchange rate differences are taken into account.

Share capital is the totality of contributions of participants in a general partnership or limited partnership made for the implementation of its economic activities. The contribution may be money, securities, other things or property rights that have a monetary value. The assessment is made by agreement of the founders (participants). According to the Civil Code of the Russian Federation, business partnerships as legal entities can be formed in the form of general partnerships and limited partnerships.

In accordance with Art. 73 of the Civil Code of the Russian Federation, participants in a general partnership are required to make at least 50% of their contributions to the share capital within 30 days after the state registration of the enterprise. The rest must be paid within the time limits established by the memorandum of association. The minimum amount of share capital is not regulated by the Civil Code of the Russian Federation.

To account for share capital, account 80 “Authorized (share) capital”, passive, balance sheet, is used.

Property created from the contributions of the founders (participants), as well as produced and acquired by the partnership in process his activities belongs to him by right of ownership. Profit the partnership and its losses are distributed among the participants in proportion to their contributions.

If, as a result of the unprofitable activities of a general partnership, the value of its net assets becomes less than the share capital, then what is then received by the partnership cannot be distributed among the participants until the value of the net assets exceeds the size of the share capital.

Unitary - a state or municipal enterprise that is a commercial organization that is not vested with the right of ownership to the property assigned to it by the owner (the property is indivisible and cannot be distributed to deposits).

The authorized capital is fully paid by the owner before state registration.

State and municipal unitary enterprises use account 75 “Settlements with founders” to account for all types of settlements with state bodies and local governments authorized to create them.

Unitary enterprises use subaccount 75-1 “Settlements for contributions to the authorized (share) capital” to account for settlements with a state body or local government body for property transferred to the balance sheet by right economic management or operational management (when creating an enterprise, replenishing its working capital, seizing property). These enterprises call this subaccount “Settlements for allocated property.” Accounts according to it are produced in order, in a similar manner accounting for settlements on contributions to the authorized (share) capital.

According to Art. 113 of the Civil Code of the Russian Federation, a unitary enterprise is liable for its obligations with all the property belonging to it.

The size of the authorized capital must be at least 1000 MMOT. The property of a unitary enterprise belongs to it under the right of economic management or operational management. It is not distributed among deposits, shares, units, including employees of the enterprise.

Before state registration, the authorized capital of a unitary enterprise must be fully paid by the owner. If at the end budget year The authorized capital of a unitary enterprise operating as an economic entity becomes greater than the amount of net assets, then it must be reduced to this amount.

Commercial enterprises and individual businessmen can conduct commercial and other activities that do not contradict the law under simple partnership agreements. In accordance with Art. 1041-1054 Civil Code of the Russian Federation of simple partnership (or agreement on joint activities) involves the joining of partners of their contributions and their joint activities without education legal entity. This form of interaction does not legally require the formation of authorized (share) capital. Each partner receives profits and covers losses in accordance with the concluded agreement (most often in proportion to contributions).

Accounting for activities under a simple partnership agreement is carried out on the basis of the Regulations on accounting « information on participation in joint activities" (PBU 20/03), approved by order of the Ministry of Finance of Russia dated November 24, 2003, No. Yu5n.

Account 80 is used to summarize information about the status and movement of contributions to common property under a simple partnership agreement. In this case, account 80 is called “Comrades’ Deposits”.

Analytical accounting for account 80 “Deposits of partners” is maintained for each simple partnership agreement and each participant agreements.

The authorized capital of a production cooperative is called a mutual fund. Production cooperatives in accordance with Art. 107-112 of the Civil Code of the Russian Federation are organized for joint production activities citizens and legal entities persons This activity is based on cash participation and involves the association of enterprises with share contributions. By the time of state registration of a production cooperative, its members are required to make at least 10% of the share contribution, and they can make the rest of it within a year from the date of registration.

The minimum amount of share contribution in a production cooperative is not established by the Civil Code of the Russian Federation.

The property owned by the cooperative is divided into shares of its members in accordance with the charter. Part of the property may constitute an indivisible fund.

According to Art. 108 of the Civil Code of the Russian Federation, the extent and conditions of subsidiary liability of members of a production cooperative for its debts determined by its charter. Collection on own debts Member of the cooperative is allowed only if there is a lack of other property. This recovery cannot be directed to an indivisible fund.

Increasing the authorized capital of LLC

An increase in the authorized capital of an LLC can be made in connection with:

1. lack of working capital. Funds contributed to the authorized capital of the Company can be used for any financial and economic needs of the enterprise and, in addition, contributions to the authorized capital are not taxable taxes such as, tax on added value and upon receipt of gratuitous funds.

2. licensing requirements. To obtain certain licenses and permits to conduct activities are established by the legislator certain requirements to the size of the authorized capital.

3. entry of a third party into the membership of the Company. By making an additional contribution to the Authorized Capital in this way, a third party acquires the rights and obligations of a member of the Company.

Not every Company can increase its Authorized Capital. At the time of making a decision to increase the authorized capital, the following conditions must be met:

fully paid initial authorized capital, even if one year has not passed (provided for by the Agreement on Establishment or decision on establishment) from the date of state registration. In this case, the founders simply need to pay off their debt on payment of the authorized capital;

the amount by which the authorized capital is increased at the expense of the Company’s property must not exceed the difference between the value of the company’s net assets and the amount of the authorized capital and reserve fund of the company;

at the end of the second and each subsequent fiscal year, the value of the Company’s net assets should not be less than its authorized capital. Otherwise, the Company is generally obliged to announce a reduction in its authorized capital to an amount not exceeding the value of its net assets and register such a reduction;

at the end of the second and each subsequent budget year, the value of the Company's net assets should not be less than the minimum amount of the authorized capital established at the time of state registration of the Company. Otherwise, the Company is subject to liquidation.

To what size can the Authorized Capital be increased? There are no restrictions in legislation maximum size authorized capital of the Limited Liability Company. In some cases, it may be necessary to obtain permission or notification from the antimonopoly authority. For example, when a third party acquires a share in the authorized capital of the Company, which together with the existing votes gives more than 20% of the votes at the General Meeting of Participants, or when transferring as a contribution to the authorized capital property amounting to more than 10% of the book value of fixed production assets and intangible assets transmitting person.

An increase in the authorized capital of an LLC can be carried out:

At the expense of the Company's property;

By making additional contributions from the Company Members;

At the expense of contributions from third parties accepted into the Company

Increasing the authorized capital of LLC at the expense of the Company’s property

1. Making a decision to increase the authorized capital at the expense of the Company’s property

A decision to increase the authorized capital of a company at the expense of the company’s property can be made only on the basis of financial statements for the year preceding the year during which such a decision was made.

An increase in the authorized capital of a company at the expense of its property is carried out by decision of the general meeting of the company's participants, adopted by a majority of at least two-thirds of the votes of the total number of votes of the company's participants, unless the need for a larger number of votes to make such a decision is not provided for by the company's charter.

On increasing the authorized capital of the Company. The decision shall indicate the amount by which the Authorized Capital is increased and the source of formation of the Authorized Capital.

On approval of the distribution of shares in the authorized capital between the participants of the Company. The ratio of shares between the Company's participants does not change.

On amendments to the charter of the Company (approval of amendments to the charter or approval new edition charter).

2. Formation of a package of documents for registration of an increase in the authorized capital:

Protocol of the GSM (or decision of a single participant)

Balance sheet for the previous year - a copy, bound and certified with the seal and signature of the director

Request for a copy of the charter - relevant only for Moscow

Receipt of payment of the fee for issuing a copy of the charter (400 rubles) - relevant only for Moscow

3. State registration of increase in authorized capital

Documents for state registration of an increase in the authorized capital at the expense of the Company's property are submitted to the registration authority within a month from the date of the decision.

Increasing the authorized capital of the LLC due to additional contributions from Participants

Additional contributions to the Authorized Capital can be made by all members of the Company, as well as by individual members. The procedure for increasing the authorized capital of an LLC depends on this. Let's consider both options:

Option 1: All participants make additional contributions to the Authorized Capital

Stage 1: Making a decision to increase the authorized capital of the LLC through additional contributions from all members of the Company

The decision to increase the authorized capital is made by the general meeting of participants and documented in minutes. If there is one participant in the Company, then the decision is made by him alone and is formalized by the decision of the sole participant.

The decision to increase the authorized capital of the company by making additional contributions by all participants of the company is made by a majority of at least two-thirds of the total number of votes of the company's participants, unless the need for a larger number of votes to make such a decision is not provided for by the company's charter.

Such a decision should determine the total cost of additional contributions, and also establish a uniform ratio for all participants in the company between the cost of the additional contribution of a company participant and the amount by which the nominal value of his share is increased. The specified ratio is established based on the fact that the nominal value of the share of a company participant can increase by an amount equal to or less than the value of his additional contribution.

The agenda of the General Meeting of Members of the Company must include the following items:

On increasing the authorized capital of the Company. The decision specifies the amount by which the Authorized Capital is increased, and the same ratio for all participants between the value of the additional contribution of a company participant and the amount by which the nominal value of his share is increased. The specified ratio is established based on the fact that the nominal value of the share of a company participant can increase by an amount equal to or less than the value of his additional contribution.

Stage 2: Making additional deposits

Each participant in the company has the right to make an additional contribution not exceeding part of the total cost of additional contributions, proportional to the size of the share of this participant in the authorized capital of the company. Additional contributions may be made by the company's participants within two months from the date the general meeting of the company's participants makes a decision, unless a different period is established by the company's charter or the decision of the general meeting of the company's participants.

You will need to provide for registration. If the payment was made in cash, then these could be copies of payment orders (with the bank’s mark on execution), receipts for depositing cash into the current account as payment of the authorized capital, or a certificate from jar about the receipt of funds to the company’s current account as additional contributions to the authorized capital, indicating the full amount. If payment for additional deposits was made in non-monetary means, then such a document is the acceptance certificate.

Stage 3: Making a decision to approve the results of increasing the authorized capital

No later than one month from the date of completion deadline making additional contributions, the general meeting of the company's participants must make a decision to approve the results of making additional contributions by the company's participants.

The agenda of the general meeting must contain the following items:

On approval of the results of making additional contributions by company participants.

On approval of a new version of the charter (or amendments to the charter).

Applications in form P13001 and P14001. Applications are signed and notarized by the General Director

New edition of the charter (or changes to the charter) - original and copy (relevant only for Moscow, in the regions 2 or 3 originals are presented)

Minutes of the GSM (or decision of the sole participant) on increasing the authorized capital

Minutes of the OSG (or decision of the sole participant) on approval of the results of the increase in the authorized capital

Receipt of payment of the state fee for registering changes (800 rubles)

Payment receipt duties

Documents confirming 100% payment of additional deposits

Documents for registration of an increase in the authorized capital due to additional contributions of all members of the Company are submitted to the registration authority within a month from the date of the decision to approve the results of making additional contributions by the members of the Company.

Such changes become effective for third parties from the moment of their state registration.

In case of non-compliance deadlines the increase in the authorized capital of the company is recognized as failed.

Percentages of the Russian Code.

Option 2: Making additional contributions by individual Members of the Company

Stage 1: Receipt by the Company of an application from a Company participant to make an additional contribution

The application of a company participant must indicate the size and composition of the contribution, the procedure and deadline for making it, as well as the size of the share that the company participant would like to have in the authorized capital of the company. The application may also indicate other conditions for making deposits.

The decision to increase the authorized capital is made by the general meeting of participants and documented in minutes. If there is one participant in the Company, then the decision is made by him alone and is formalized by the decision of the sole participant.

The agenda of the General Meeting of Members of the Company must include the following items:

About payment of additional deposits. In the decision, indicate: during what period additional deposits are made, what they are made (in property, cash). If deposits are made in kind, then an assessment of such deposits will be required.

Additional contributions by the company's participants must be made no later than six months from the date the general meeting of the company's participants made a decision to increase the authorized capital.

Upon registration, you will need to provide documents confirming 100% payment of additional deposits. If payment was made in cash, then these may be copies of payment orders (with a mark jar on execution), receipts for depositing cash into the current account as payment for the authorized capital, or a certificate from the bank confirming that funds have been received into the company's current account as additional contributions to the authorized capital, indicating the full amount. If payment for additional deposits was made in non-monetary means, then such a document is the acceptance certificate.

Stage 4: Formation of a package of documents for registration:

Applications in form P13001 and P14001. Applications are signed and notarized by the General Director

New edition of the charter (or changes to the charter) - original and copy (relevant only for Moscow, in the regions 2 or 3 originals are presented)

Minutes of the General Assembly on increasing the authorized capital

Request for a copy of the charter - relevant for Moscow

Receipt of payment of the state fee for registering changes (800 rubles)

Payment receipt duties for issuing a copy of the charter (400 rubles) - relevant for Moscow

Documents confirming 100% payment of additional deposits

Documents for the assessment of non-monetary contributions to the authorized capital (if any)

Stage 5: State registration of an increase in the authorized capital of LLC

Such changes become effective for third parties from the moment of their state registration.

If the increase in the authorized capital of the company has not taken place, the company is obliged to return, within a reasonable period of time, the participants of the company and third parties who made deposits in money, their deposits, and if the deposits are not returned within the specified period, also pay interest in the manner and within the time limits provided for in Article 395 of the Civil code Russia.

To participants of the company and third parties who have made non-monetary contributions, the company is obliged to return their deposits within a reasonable period of time, and in the event of non-return of deposits within the specified period, also to compensate for lost profits due to the inability to use the property contributed as a contribution.

Increasing the authorized capital of an LLC through additional contributions from third parties

If the Charter of the Company does not prohibit the admission of a third party to the Company, then the Authorized Capital of the Company may be increased due to the additional contribution of the third party.

Stage 1: The Company receives an application from a third party to accept him into the company and make a contribution.

The application of the third party must indicate the size and composition of the contribution, the procedure and deadline for making it, as well as the size of the share that the third party would like to have in the authorized capital of the company. The application may also indicate other conditions for making contributions and joining the company.

Stage 2: Making a decision to increase the authorized capital through additional contributions from the company participant(s) and (or) third parties

The decision to increase the authorized capital is made by the general meeting of participants and documented in minutes. If there is one participant in the Company, then the decision is made by him alone and is formalized by the decision of the sole participant.

The agenda of the General Meeting of Members of the Company must include the following items:

On increasing the authorized capital of the Company. The decision must be made unanimously.

On approval of amendments to the charter of the Company (approval of a new edition of the charter) in connection with the increase in the authorized capital of the Company. The decision is made unanimously.

On changing the distribution of the Company's authorized capital between the Company's participants. New nominal shares and their sizes must be indicated. The decision is made unanimously.

About payment of additional deposits. In the decision, indicate: during what period additional deposits are made, what they are made (in property, cash). If deposits are made in kind, then an assessment of such deposits will be required.

Step 3: Making Additional Contributions

Additional contributions by third parties must be made no later than six months from the date the general meeting of the company’s participants made a decision to increase the authorized capital.

Upon registration, you will need to provide documents confirming 100% payment of additional deposits. If the payment was made in cash, then these could be copies of payment orders (with the bank’s mark on execution), receipts for depositing cash into the current account as payment for the authorized capital, or a certificate from the bank confirming that funds have been received into the company’s current account as additional deposits to the authorized capital indicating the full amount. If payment for additional deposits was made in non-monetary means, then such a document is the acceptance certificate.

Stage 4: Formation of a package of documents for registration:

Applications in form P13001 and P14001. Applications are signed and notarized by the General Director

New edition of the charter (or changes to the charter) - original and copy (relevant only for Moscow, in the regions 2 or 3 originals are presented)

Minutes of the GSM (decision of the participant) on increasing the authorized capital

Request for a copy of the charter - relevant for Moscow

Receipt of payment of the state fee for registering changes (800 rubles)

Receipt of payment of the fee for issuing a copy of the charter (400 rubles) - relevant for Moscow

Documents confirming 100% payment of additional deposits

Documents for the assessment of non-monetary contributions to the authorized capital (if any)

Stage 5: State registration of an increase in the authorized capital of LLC

Documents for registration of an increase in the authorized capital for additional contributions of a member of the Company are submitted to the registration authority within a month from the date of making additional contributions.

Such changes become effective for third parties from the moment of their state registration.

In case of failure to comply with the deadlines, the increase in the authorized capital of the company is recognized as failed.

If the increase in the authorized capital of the company has not taken place, the company is obliged to return, within a reasonable period of time, the participants of the company and third parties who made deposits in money, their deposits, and if the deposits are not returned within the specified period, also pay interest in the manner and within the time limits provided for in Article 395 of the Civil code Russia.

To participants of the company and third parties who have made non-monetary contributions, the company is obliged to return their deposits within a reasonable period of time, and in the event of non-return of deposits within the specified period, also to compensate for lost profits due to the inability to use the property contributed as a contribution.

Reduction of the authorized capital of a joint-stock company (JSC)

Article 101. Reduction of the authorized capital of a joint-stock company

1. A joint stock company (JSC) has the right, by decision of the general meeting of shareholders, to reduce its authorized capital by reducing the par value of shares or by purchasing part of the shares in order to reduce their total number.

A decrease in the authorized capital of a company is permitted after notification of all its borrowers in the manner prescribed by the law on joint stock companies. In this case, the company's borrowers have the right to demand early termination or fulfillment of the company's relevant obligations and compensation for losses.

The rights and obligations of borrowers of credit institutions created in the form of joint-stock companies are also determined by laws regulating the activities of credit institutions.

(paragraph introduced by Federal Law dated 07/08/1999 N 138-FZ)

2. Reducing the authorized capital of a joint-stock company (JSC) by purchasing and redeeming part of the shares is permitted if such a possibility is provided for in the company’s charter.

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

What is authorized capital

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

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

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

Meaning and functions

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

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

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

The value of the authorized capital lies in its functions:

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

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

Minimum authorized capital

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

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

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

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

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

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

What influences the size of the authorized capital

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

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

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

The percentage of depositors' shares will remain unchanged, and the monetary indicator will decrease in accordance with the decrease in the size of the authorized capital.

Let's look at an example:

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

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

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

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

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

Sergeev I.V. – 60% = 720,000 rubles.

Yakovlev S.K. – 25% = 300,000 rubles.

Chernova E.S. – 15% = 180,000 rubles.

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

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

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

How is the authorized capital of an LLC formed?

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

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

Methods of application:

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

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

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

Structure

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

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

Species

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

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

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

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

Let's look at an example of calculating shares:

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

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

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

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

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

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

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

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

Accepted payment:

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

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

What is alienation of a share in the authorized capital

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

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

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

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

Get a lawyer's answer in 5 minutes

The authorized capital is the totality of founders' contributions. The law does not limit the maximum amount of capital. As for the minimum, compliance with it is immutable. What is the minimum amount of authorized capital in 2019?

The amount of the authorized capital in its minimum value is predetermined by the participants of the company. But it cannot be lower than the level prescribed by law. What should be the minimum authorized capital in 2019?

Highlights

The minimum value of the authorized capital for an LLC is predetermined as ten thousand rubles. Moreover, since 2019, this amount can only be contributed in cash, as stated in.

The estate is allowed to make contributions only in addition to a certain minimum amount. But not all organizations have the same minimum authorized capital.

It depends on the type of activity being carried out. For example, the minimum capital for:

The amount of initial capital of any organization cannot be less than the amount specified by law. The minimum value must be observed at all times, and not just during initial stage activities.

If for some reason the amount decreases in comparison with the minimum indicator, then it is necessary to increase it.

Concepts

The authorized capital is the totality of all contributions made by the founders, regardless of the form in which the funds were contributed.

Regulatory framework

Regulatory regulation of provisions regarding the authorized capital is carried out.

Clause 1 of this document sets the minimum amount of authorized capital for an LLC. The size of the participant's share is determined as a percentage or fraction of the total amount.

At the same time, in the process of determining the size of the authorized capital, it is necessary to take into account the type of activity of the organization. This is how the amount of capital for banks is determined.

The minimum authorized capital of insurance organizations must meet the requirements. Some other entities must also adhere to special requirements.

What could be the minimum amount of authorized capital in 2019?

The minimum amount of the authorized capital of an LLC is defined by law as ten thousand rubles. But there are special features for individual enterprises.

Video: receipt of OS in the authorized capital in 1C

For example, the minimum amount for joint stock companies is different. Also, a larger amount is determined for banks, insurance organizations, alcohol producers, etc.

As for some of the nuances of contributing authorized capital in 2019, they are as follows:

For LLC

The minimum amount of the authorized capital of an LLC is ten thousand rubles. An increase in this norm is allowed, a decrease is not. In this case, the minimum amount is paid exclusively in cash, more - at the discretion of the founders.

You need to know that the amount of the minimum authorized capital must be observed throughout the entire activity of the enterprise, and not just at the initial stage.

If the capital requirement is not met, it must be increased. Another important rule is that the amount of profit for the first two years of activity should not be less than the amount of the capital, otherwise the amount of capital should be reduced.

If it is impossible to reduce, that is, the amount of capital is still equal to ten thousand rubles, the organization is subject to.

If for any reason a company participant cannot pay his share in in full, then upon completion of the period provided for making deposits, the unpaid portion can be sold to other participants or third parties.

For the bank

The authorized capital of the bank consists of investments of participants, and the amount of capital guarantees the interests of creditors. Authorized capital funds are the initial resource for starting the activities of a banking institution.

The authorized capital of a bank cannot include borrowed funds. The minimum capital amount is three hundred million rubles.

If the bank is a joint-stock company, then the authorized capital is the par value of the shares acquired by the shareholders.

A bank's authorized capital can increase due to additional issue of shares or an increase in their value at par.

Capital is reduced by reducing the par value of shares or by purchasing outstanding shares and redeeming them.

A bank operating as a limited liability company increases its authorized capital through partial capitalization of profits, additional contributions from founders, and contributions from third parties.

A decrease in capital occurs when the nominal value of the participants’ shares decreases or the shares owned by the bank are redeemed.

Insurance organizations

Insurance organizations, except for mutual insurance companies, must have a fully paid-up charter capital of at least the minimum amount specified by law.

For insurers carrying out activities, the minimum amount of authorized capital is sixty million rubles.

For all other insurers, the minimum is determined based on the base value of one hundred and twenty million rubles and the corresponding coefficient. This is equal to a value from one to four.

The minimum amount of authorized capital can be changed once every two years.

Moreover, a transition period must be established. It is strictly prohibited to introduce borrowed funds or collateral into the authorized capital of an insurance organization.

Joint stock company

According to the current Russian legislation, the authorized capital of a joint stock company is the nominal value of all shares of the company that were purchased by shareholders and are at their disposal.

It is important that each of the shares has the same value. Shareholders have equal rights. But voting rights and the amount of dividends are determined for the founder in proportion to the number of shares he has.

The authorized capital of a joint-stock company is the minimum amount that shareholders may require to protect the interests of the company's creditors. The minimum amount of authorized capital for a joint-stock company is specified in clause 1 of Article 66.2 of the Civil Code of the Russian Federation. It is equal to one hundred thousand rubles.

Open joint stock company

JSC is commercial organization, whose authorized capital is divided into a certain amount shares to certify the obligatory rights of the company's shareholders in relation to the JSC.

An open joint stock company differs from an LLC in that it can issue securities (shares). Moreover, JSC shares can be distributed among an unlimited number of persons.

The peculiarity of this organizational and legal form is that the company's participants bear limited liability for the debts of the JSC in transfer of the value of the number of shares they have.

Since September 1, 2014, the definition of an OJSC has changed somewhat. made amendments to the regulations relating to joint stock companies. Their division into open and closed (CJSC) has been discontinued.

Instead, public and non-public societies began to be distinguished. From that moment on, the OJSC turned into a public joint-stock company, or PJSC.

What should be the size of the authorized capital of a joint stock company?

That is, its shares are placed publicly. The same law classifies LLCs as non-public companies. The minimum amount of the authorized capital of a PJSC in 2019 is determined as one hundred thousand rubles.

Credit organization

The minimum amount of authorized capital for credit institutions is established by Article 11 of Federal Law No. 395-1.

The minimum amount of the authorized capital at the time of registration is as follows:

Three hundred million rubles	For banking organizations on the date of submission of documents on state registration and issuance of a license to perform banking operations
Ninety million rubles	For non-banking organizations wishing to obtain a license to perform settlements on behalf of legal entities on their accounts
	For a non-banking organization applying for a license for non-banking credit organizations to make transfers without opening bank accounts and performing banking operations
Eighteen million rubles	For non-bank credit institutions wishing to obtain a license to perform banking operations

Operating bank credit organizations whose minimum capital size did not meet the norm at the time the law was adopted were required to increase their capital to three hundred million rubles at least by January 1, 2015. Banks that failed to comply with this requirement were closed.

Legislative requirements regarding the minimum amount of authorized capital must be strictly observed.

It should be noted that many entrepreneurs, when choosing a legal form, give it to individual entrepreneurs, since in this case no starting cash contribution is required.