Contents of the authorized capital. What does the authorized capital of an LLC, formed in cash, mean? How is the authorized capital formed?

Authorized capital is the amount of funds initially invested by the owners to ensure the authorized activities of the organization.

Magnitude authorized capital may, by decision of the founders, increase or decrease in the process of financial economic activity, with mandatory registration of changes in the constituent documents.

The authorized capital characterizes the amount of separate property, the ownership right to which has been transferred to the organization as a legal entity, and also characterizes the property of the founders and the amount of obligations on their contributions. When leaving the ownership, the founder may demand the return in cash of the share contributed to the authorized capital.

When registering, an organization independently determines in its constituent documents the amount and structure of its authorized capital, taking into account the minimum amount established by law.

In simple terms, the authorized capital of an LLC is the amount of money that was invested by the founders at the time of the creation of the Company to ensure authorized activities. The authorized capital determines the minimum amount of LLC property, which guarantees the interests of creditors.

Share of authorized capital

If the number of participants in the Company is more than one, then the authorized capital is divided into shares. The size of the participant’s share in the authorized capital is determined as a percentage or as a fraction (for example, 50% or 1/2). The actual or effective value of a member's share corresponds to the same share of the value of the LLC's net assets. That is, if the participant’s share is 25%, and the size of the Company’s net assets is 100 thousand rubles, then the actual value of the participant’s share is 25,000 rubles.

The maximum size of a participant's share, as well as the possibility of changing the ratio of participants' shares, may be limited by the LLC Charter. These restrictions may not apply only to individual participants. Such restrictions may be provided initially, when the Company is created, or may be introduced, amended or completely excluded from the Charter in the Charter in the future. The decision to make such changes to the Charter is made at the General Meeting of the LLC by all participants unanimously.

Increase in authorized capital

The decision to increase the authorized capital may be caused by various factors. This may be a lack of working capital, licensing requirements related to the size of the authorized capital, or the emergence of new members of the company contributing to the authorized capital. Increasing the authorized capital is not possible in all cases; here are a number of conditions that must be met:

The initial authorized capital must be paid in full. Moreover, to increase the authorized capital, this is necessary even if one has not passed since the moment of state registration;

An increase in the authorized capital is possible only by an amount not exceeding the difference between the value of the organization’s net assets and the size of the authorized capital together with the reserve fund;

The value of net assets at the end of the second and all subsequent years should not be less than the authorized capital of the organization. Failure to comply with this condition will not only not allow an increase in the authorized capital, but will also require an announcement of its reduction to an amount not exceeding the value of net assets. The decrease will also need to be recorded;

The value of net assets at the end of the second and all subsequent years should not be less than the minimum amount of authorized capital, which is established at the time of state registration of the enterprise. Failure to comply with this requirement generally means that the organization is subject to liquidation.

An increase in the authorized capital can be made through the following means:

At the expense of the property of the organization itself;

By making additional contributions by current members of the company;

Due to contributions made by newly accepted participants.

If there is an increase in the authorized capital at the expense of the organization’s property, then a decision on this must be made at a general meeting and documented in minutes, and the consent of at least two thirds of the participants is required to make a decision. This decision is made on the basis of financial statements for the last full year.

In the case when the increase in the authorized capital is carried out at the expense of contributions from existing participants of the organization, then two options are possible. If the contribution is made by all participants, then at the general meeting a decision is made on the contribution of all participants, the total amount of contributions, as well as the ratio of the amounts contributed to the increase in the value of the participants’ shares. If contributions are not made by all participants, but only by some or even one, then the person wishing to make an additional contribution writes a statement containing the amount of the contribution, its composition, as well as the deadline and procedure for making it. The application must also indicate what share in the authorized capital the participant wants to receive in this regard. Then the decision to increase the authorized capital is made at the general meeting.

An increase in the authorized capital due to the contribution of a third party who becomes a member of the organization implies the submission by the third party of an application for admission to the company, as well as for making a contribution, indicating the same information that is indicated for making contributions by existing participants. The decision to increase the authorized capital is also made at the general meeting. When it comes to increasing the authorized capital through deposits, these deposits must be paid in full.

An increase in the authorized capital is registered by the state registration authority as changes made to the constituent documents. For joint stock companies, in this case, it will be necessary to issue additional shares and register the issue with the Federal Financial Markets Service.

Contribution to the authorized capital

When forming an enterprise, as well as changing the size of the authorized capital (registered in accordance with the law), the founders can transfer fixed assets, including motor vehicles, to the enterprise as a contribution. In accordance with clause 3.3 of PBU No. 6/01, the initial cost of fixed assets contributed to the contribution to the authorized (share capital) of the organization is recognized as their monetary value, agreed upon by the founders of the organization. In this case, the contribution can express the value of the car at the residual price, higher or lower than the original cost according to the documents of the transferring party.

Founders' funds contributed to the authorized funds in the manner established by the legislation of the Russian Federation are not subject to VAT (clause 10 in the Instruction of the State Tax Service of the Russian Federation No. 39) and income tax (clause 2.7 of the Instruction of the State Tax Service of the Russian Federation No. 37).

When creating an enterprise, the amount of debt of the founders for contributions to the authorized capital is reflected in the debit of account 75 “Settlements with founders” in correspondence with account 80 “Authorized capital”.

The capitalization of fixed assets contributed by the founders to the account from contributions to the authorized capital of the enterprise is reflected in the debit of account 08 “Investments in non-current assets” and the credit of account 75 “Settlements with founders”.

If the value of fixed assets contributed to the deposit exceeds 200 times the minimum wage, then this value must be confirmed by an independent appraiser.

General scheme of correspondence of accounts for contributions to the authorized capital of fixed assets

According to the agreement on joint activities two or more persons undertake to combine their contributions and act together without formation legal entity to make a profit or achieve another goal that does not contradict the law (clause 1 of article 1041 of the Civil Code of the Russian Federation). In this case, only individual entrepreneurs and/or commercial organizations can be parties to the agreement (clause 2 of Article 1041 of the Civil Code of the Russian Federation).

In accordance with clause 2.13 of Instruction No. 37, property merged by enterprises for the purpose of joint activities is not subject to income tax. The property of legal entities united by the parties to the agreement for joint activities is accounted for on the joint balance sheet of the participant who, in accordance with the agreement, is entrusted with managing the common affairs of the parties to the agreement. This participant acts on the basis of a power of attorney signed by the other parties to the agreement.

To account for transactions related to the implementation of a joint activity agreement, account 79 “Intra-business settlements”, subaccount 1 “Settlements for allocated property” is intended. At the same time, a participant in a joint activity, who, in accordance with the agreement, is entrusted with the management of common affairs, upon receipt of fixed assets (buildings, structures, computer technology, equipment, vehicles etc.) account 01 “Fixed assets” is debited in correspondence with the credit of account 79 “On-farm settlements”, subaccount 1 “Settlements for allocated property”.

Sale of authorized capital

The sale of a share in the authorized capital of an LLC by the founder is a fairly common situation in modern business. The assignment of a share can occur through various shapes alienation, for example: sale of a share to another founder of this company or the company itself, as well as sale of a share to third parties.

In the event that a share in the authorized capital is transferred from one participant in the company to another, the seller notifies the remaining participants in the company of his intention by sending an application for sale - an offer. Within 30 days from the date of receipt of the offer, any founder has the right to exercise his pre-emptive right to purchase a share by sending an acceptance to the seller. A purchase and sale transaction of a share of the authorized capital is considered concluded after state registration of changes in the Unified State Register of Legal Entities.

A share is acquired by the company if the sale of the share to third parties is prohibited by the Charter or the approval of the participants of the Company and the Company itself has not been received, and other participants have not expressed a desire to buy your share. Within one month from the date of transfer of the share (part of the share) to the company, it is obliged to submit documents for state registration of the relevant changes to the registering authority. The company, as a temporary holder of the shares transferred to it, does not acquire the rights associated with the ownership of such shares and is obliged to distribute within a year among all participants in proportion to the size of their shares in the authorized capital, sell to all or some participants, or redeem the shares, reducing the authorized capital accordingly.

The purchase and sale of a share of the authorized capital aimed at alienating a share or part of a share in the authorized capital of a limited liability company to third parties, as a general rule, must be notarized, and the share passes to the buyer from the moment of notarization of such a transaction. The law does not exempt participants from the need to register the necessary changes that entail making changes to the Unified State Register of Legal Entities, however, a notary was required to submit documents to the registration authority.

To register the sale and purchase of a share, we need the following documents:

1. Copies of the Company’s constituent documents:

1. TIN certificate;

2. OGRN certificate;

3. Extract from the Unified State Register of Legal Entities (latest expanded);

4. Order on the appointment of the current executive body;

5. Decision or protocol on creation;

6. Charter (current version).

2. Information about the founders.

If physical face:

1. Copy of the founder’s passport.

2. INN physical. the founder's person (if any).

If the founder is a legal entity, copies of constituent documents are provided.

1. Copy of the general director’s passport.

2. INN physical. the face of the general director.

Amount of authorized capital

Minimum authorized capital joint stock company is established by the joint stock company itself, but it cannot be lower than the level established by law.

In accordance with the law, the minimum authorized capital for an open joint-stock company is one thousand times the minimum wage, and for a closed joint-stock company it is one hundred times the minimum wage.

In conditions of developed market relations, a joint-stock company is interested in having the largest possible amount of authorized capital, since this sharply increases its stability in the market, trust from creditors, opportunities for growth and has the advantages inherent in large-scale production.

The authorized capital of a legal entity represents a certain amount material assets or cash constituting the initial reserve to support the activities of the enterprise. It is necessarily formed by the founders when creating a legal entity (company, enterprise) at the expense of their own contributions.

The sources of authorized capital can be cash or contributions can be formed from material assets (office equipment, furniture, vehicles, etc.) and intangible assets (trademarks, patents, programs). According to the law, the authorized capital formed from funds is deposited into a bank account immediately after state registration of a legal entity and opening a bank account.

The authorized capital of a legal entity acts as the property basis of the company's (enterprise) activities, while the share of each participant (founder) in resolving management issues, generating income is determined, and obligations to creditors are also guaranteed.

The concept of “Authorized capital” in the Russian Federation is defined by Federal Law of February 8, 1998 N 14-FZ “On Limited Liability Companies”. It is stipulated that it is the nominal value of the shares of each participant, and the size of the authorized capital “The size of the authorized capital of the company must be no less than ten thousand rubles.”

The authorized capital, which any legal entity (society) must have, determines the minimum amount of property and guarantees the interests of creditors. Therefore, the constituent documents of the company contain information about the size of the authorized capital, the shares of each of the participants, the composition, timing and procedure for making contributions. In addition, the constituent documents must contain conditions regarding the liability of participants for violation of obligations.

The authorized capital of a company is made up of the nominal value of the shares of its participants, and its size is determined in rubles. The size of the company's authorized capital may be increased. In accordance with the requirements of Law 14-FZ, this is allowed only after full payment.

In order for the size of the authorized capital of an LLC to be increased, the legislation provides two ways:

At the expense of the company’s assets (retained earnings, company property)

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.

It is important to know that in order to evaluate non-monetary (property) contributions to the authorized capital, if their size in monetary equivalent exceeds 20 thousand rubles, the services of an independent appraiser (auditor) will be needed. In cases where the value of non-monetary contributions is overstated, the company's participants and an independent appraiser may be held jointly and severally liable for the company's obligations if its property is insufficient to pay off debts within three years from the date of state registration of the company or corresponding changes in its charter.

The legislation stipulates that the minimum authorized capital in no case should be lower than established. Otherwise, such a company initially becomes incapable of independent property liability for its obligations, in other words, it ceases to meet one of the main characteristics of the concept of a legal entity.

It must be taken into account that if at the end of the second or each subsequent year of the company’s activity the value of its net assets turns out to be less than the size of the authorized capital, then it is obliged to announce its reduction and register this reduction in the prescribed manner (after notifying all creditors).

For most commercial organizations, the law imperatively establishes a minimum amount of authorized capital:

For LLC - at least 10,000 rubles;

For OJSC - at least 1000 minimum wages;

For closed joint stock companies - at least 100 minimum wages.

However, this amount of authorized capital can be increased at the discretion of the company's participants/shareholders.

For some commercial organizations, such as partnerships and production cooperatives, the law does not establish a clear framework for the minimum amount of capital (fund) of the organization, leaving the decision on this issue to the discretion of its members. This state of affairs is justified, for example, by the fact that in partnerships its members (comrades) bear personal responsibility for its obligations. Accordingly, in such cases, the size of the authorized capital (fund) is not the main guarantor of the interests of creditors.

Based on the information presented above, it is worth concluding that the authorized capital cannot fully guarantee the interests of creditors due to its low size. For certain types of activities that are of increased importance for citizens, legal entities and the state, the current legislation establishes special rules regarding the formation of authorized capital, as well as its size.

In particular, relevant features are established for:

Organizations that carry out retail trade in alcoholic beverages (the minimum amount of authorized capital for such organizations is established by the government authorities of the relevant subject in the amount of no more than 1,000,000 rubles - clause 3.2. Article 16 of the Federal Law “On state regulation of the production and turnover of ethyl alcohol, alcoholic and alcohol-containing products");

Credit organizations (the minimum authorized capital of a bank is at least 180,000,000 rubles, and for a non-bank credit organization - at least 90,000,000 rubles - Article 11 of the Federal Law “On Banks and Banking Activities”);

Insurance organizations (the minimum amount of the authorized capital of an insurance company must be at least 30,000,000 rubles, and it depends on the coefficient by which the specified amount is multiplied - paragraph 3 of Article 25 of the Federal Law “On the organization of insurance business in Russian Federation»).

Thus, when registering a legal entity, determining its authorized capital and its formation, it is necessary to pay attention not only to the organizational and legal form of the relevant company, but also to the features of its activities, which are determined by law. But it is still worth noting that determining the size of the authorized capital by type of activity of the organization is an exception to general rules established by the Civil Code of the Russian Federation, the Federal Law “On JSC”, the Federal Law “On LLC” and other regulatory legal acts, which contain fundamental provisions regarding the establishment of the size of the authorized capital.

Authorized capital account

Account 80 “Authorized capital” is intended to summarize information about the state and movement of the authorized capital (share capital, authorized capital) of the organization.

The balance in account 80 “Authorized capital” must correspond to the amount of the authorized capital recorded in the constituent documents of the organization. Entries in account 80 “Authorized capital” are made during the formation of the authorized capital, as well as in cases of increase and decrease in capital, only after making appropriate changes to the constituent documents of the organization.

After the state registration of an organization, its authorized capital in the amount of contributions of the founders (participants) provided for by the constituent documents is reflected in the credit of account 80 “Authorized capital” in correspondence with account 75 “Settlements with founders”. The actual receipt of deposits of the founders is carried out on the credit of account 75 “Settlements with founders” in correspondence with the accounts for accounting for cash and other valuables.

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 organization, stages of capital formation and types of shares.

Account 80 is also 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”.

The property contributed by partners to a simple partnership on account of their contributions is accounted for in the debit of property accounting accounts (51 “Current accounts”, 01 “Fixed assets”, 41 “Goods”, etc.) and the credit of account 80 “Deposits of partners”. When property is returned to partners upon termination of a simple partnership agreement, reverse entries are made in accounting.

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

Account 80 “Authorized capital” corresponds with the accounts:

By debit:

01 Fixed assets

04 Intangible assets

07 Equipment for installation

10 Materials

20 Main production

43 Finished products

51 Current accounts

52 Currency accounts

55 Special bank accounts

58 Financial investments

75 Settlements with founders

81 Own shares (shares)

By loan:

01 Fixed assets

03 Profitable investments in material assets

04 Intangible assets

07 Equipment for installation

08 Investments in non-current assets

10 Materials

11 Animals for growing and fattening

15 Procurement and acquisition of material assets

16 Deviation in the cost of material assets

20 Main production

21 Semi-finished products of own production

23 Auxiliary productions

29 Service industries and farms

43 Finished products

51 Current accounts

52 Currency accounts

55 Special bank accounts

58 Financial investments

75 Settlements with founders

83 Additional capital

84 Retained earnings (uncovered loss)

Accounting for authorized capital

The authorized capital (share capital - in partnerships) is the amount of contributions of the founders (participants) to the enterprise.

The amount of the authorized capital is fixed in the constituent documents. A decrease or increase in the authorized capital is permitted in the manner determined by the charter or constituent agreement, and requires state registration of amendments to the constituent documents.

The minimum amount of authorized capital is determined by the laws of the Russian Federation.

The minimum authorized capital of an open joint-stock company must be no less than a thousand times the minimum wage established by Federal Law on the date of registration of the company, and a closed company must be no less than a hundred times the minimum wage.

The amount of the authorized capital of a limited liability company must not be less than an amount equal to 100 times the minimum wage established by the legislation of the Russian Federation on the date of submission of constituent documents for registration.

The procedure and timing for the formation of the authorized capital are determined by the constituent documents and legislation.

In particular, by the time of state registration of the enterprise, at least 50% of the authorized capital specified in the constituent documents must be paid.

The authorized capital can be formed from various contributions: buildings, structures, other real estate, equipment, other material assets, securities, rights of use natural resources, land, buildings and structures, other property rights, intellectual and industrial property rights (patents, trademarks, trade secrets, etc.), funds in rubles and foreign currency, other types of property. The cost of deposits is assessed in rubles by a joint decision of the founders (participants).

The authorized capital of a partnership and limited liability company or with additional liability is divided into shares of participants in accordance with the size of the contribution.

The authorized capital of a joint stock company is divided into equal shares - shares. The number of shares of each participant (shareholder) is proportional to his contribution.

Depending on the mode of participation in the management of the affairs of the joint-stock company and the payment of dividends, shares are divided into preferred and ordinary (for more details, see the brochure “Accounting for financial investments” - “Investments in the authorized capitals of other enterprises”).

Accounting for the authorized capital is carried out on passive account 80 “Authorized capital”. 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 enterprise, stages of capital formation and types of shares.

Formation of authorized capital

Deciding to do entrepreneurial activity, you must either become an individual entrepreneur or create a legal entity. One of the differences between a legal entity and individual entrepreneur is the need to form an authorized capital. The easiest way is to form an authorized capital in a Limited Liability Company.

The formation of authorized capital is a prerequisite for registering your company. The procedure for registering a company consists of many points, one of which is the authorized capital. Thanks to the presence of authorized capital, an LLC shows its creditors that the company has something to cover its obligations. Thus, the company has certain property, which acts as a certain guarantee of the fulfillment of the company’s obligations. After all, if obligations are not fulfilled, then you can always demand compensation with the company’s property.

It is clear that the larger the company's authorized capital, the more it will be trusted. However, not everyone has the opportunity to invest large sums in their business, especially in the initial stages. However, there is a certain minimum below which the authorized capital cannot be. For an LLC, this minimum is 10 thousand rubles. The authorized capital is formed by the founders, according to the rules established by them. You can divide the shares equally among everyone, or you can let the three founders form 10% of the authorized capital each, and invest the rest yourself. In each case, the founders themselves decide how they will form the authorized capital.

You can contribute to the authorized capital not only with money, but also with property. Also, non-property rights that have a monetary value can be used to form the authorized capital. When preparing a package of documents for registering an LLC, you will need to create an authorized capital. However, you do not have to invest all 10 thousand rubles at once. According to the law, you only need to contribute at least 5 thousand rubles to the authorized capital at the time of state registration of the company. You will have another whole year to contribute the remaining amount to the authorized capital.

As you remember, the authorized capital can be formed by property, but for this it is necessary to carry out an assessment of the property. If you contribute property worth less than 20 thousand rubles, you can evaluate it yourself. If you contribute property worth more than 20 thousand rubles, then you must invite an independent licensed appraiser to evaluate such property. Therefore, we do not advise you to form your authorized capital with property in an amount exceeding 20 thousand rubles.

If money is used to form the authorized capital, then it is necessary to open a savings account in the bank, into which the entire amount of money forming the authorized capital will be deposited. To do this, the bank must provide a protocol on the establishment of the Company and draft constituent documents. After opening the account, you will be given a certificate confirming the payment of the authorized capital. Many people are interested in whether it is worth ordering assistance in registering a company or doing everything themselves. Whatever you decide, you will have to form the authorized capital on your own.

Therefore, it is important to understand that they will not help you with everything, because there are things that you will have to do on your own. The formation of authorized capital is an example of this. In fact, although the authorized capital is the most expensive issue when creating an LLC, at the same time it is not a problematic task from the point of view of knowing the legal intricacies of registering an LLC.

Reduction of authorized capital

The reduction of the authorized capital is carried out in accordance with Article 20 of the Federal Law “On Limited Liability Companies”.

The procedure for reducing the authorized capital is as follows:

1. Making a decision to reduce the authorized capital

The decision is made general meeting participants and is documented in a protocol. 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.

A decrease in the authorized capital of the 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 (by at the moment 10,000 rubles), determined in accordance with the Federal Law “On Limited Liability Companies” 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 the Federal Law “On LLC”, the company is obliged to reduce its authorized capital, on 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.

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

1. On the reduction of the Authorized Capital of the Company.

2. On changing the ratio of shares in the authorized capital (only in case of redemption of the share).

3. On changes in the nominal values ​​of the shares of the Company's participants (only in the event of a decrease in the nominal value of all the Company's participants).

4. On approval of the new edition of the Company’s Charter (on approval of amendments to the Company’s Charter).

5. On notification of the Company's creditors about the reduction of the authorized capital.

2. Notification of creditors

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 a message about the decision made in the State Registration Bulletin.

The following documents are provided for publication in the Bulletin:

1. Application form

2. Cover letter

3. Power of attorney

4. Decision (protocol) on reducing the authorized capital. Must be certified by signature General Director and the seal of the Society.

5. Decision (minutes) on the appointment of the current general director. The copy must be certified by the signature of the General Director and the seal of the Company.

In addition to publication, it is mandatory to notify all creditors in a letter (against signature or by post). Copies of such notices (with a copy of the mailing receipt) and a copy of the publication must be submitted to registration.

3. Formation of a package of documents for registration:

1. Applications in form P13001 and P14001. Form P14001 is submitted only when the nominal values ​​of participants' shares change. Applications are signed and notarized by the General Director

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

3. Minutes of the OSG (or decision of the sole participant) on reducing the authorized capital

4. A copy of the publication from the Bulletin with a highlighted announcement

5. Copy of notices to creditors

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

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

4. State registration of reduction of capital

Documents for state registration must be submitted to the body carrying out state registration of legal entities within one month from the date of sending the last notification to creditors about the reduction of the authorized capital of the company and its new size.

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

Accounting for additional capital

Additional capital can be considered part of the enterprise's own capital. More precisely, this is added or additional capital.

It is believed that the authorized capital should be reflected in the accounting registers for the amount that was formed during the creation of the enterprise and included in the constituent documents, i.e. When changing the authorized capital, changes must also be made to the constituent documents. The consequence of such a strict approach was the appearance of such a balance sheet item as additional capital.

Accordingly, account 83 “Additional capital” arose for the same reason that account 80 “Authorized capital” must always show exactly the registered amount of the authorized capital specified in the charter. If this requirement did not exist, then there would be no account 83 “Additional capital”. All facts of economic life related to the capital of the enterprise would be reflected in account 80 “Authorized capital”.

Currently, account 83 “Additional capital” is an additional account to account 80 “Charter capital”, which regulates entries for changes in capital. Moreover, more precisely, here the valuation of the property made as an initial contribution is being clarified.

It is necessary to pay attention to the structure of analytical accounting of additional capital, which can be carried out in two directions. Firstly, accounting should be kept according to the sources of formation of additional capital, which can be the revaluation of fixed assets, share premium (excess of the sale price of shares over their par value), positive exchange differences, etc., and secondly, according to the areas of use additional capital, in other words, distribution of added capital in case of depreciation of fixed assets, increase in authorized capital, distribution of amounts between founders, write-off of uncovered losses, negative exchange rate differences, etc.

Accounting for additional capital

The procedure for the formation and use of additional capital amounts is not regulated by regulatory documents on accounting. Nevertheless, let's try to understand this issue.

Formation of additional capital

Additional capital is currently accounted for in terms of the following components:

Increase in the value of non-current assets identified as a result of their revaluation;

The amount received in excess of the par value of the issued shares (share premium) of the joint-stock company;

The excess of the value of the participant’s contribution to the authorized capital of the limited liability company over the nominal value of the share paid by the participant or additional contributions to the property of the LLC;

Exchange differences associated with settlements with founders on deposits, including contributions to the authorized (share) capital of an organization, expressed in foreign currency;

Other similar amounts.

In addition, it is possible to add a subaccount to account for VAT restored by the previous owner of property transferred as a contribution to the authorized capital (if the specified amounts are not a contribution to the authorized capital of the established organization). This subaccount is not yet included in the chart of accounts, but the corresponding accounting object appeared in connection with changes in VAT legislation.

The accounting of these amounts was provided for by the procedure that was in force until January 1, 2003. By virtue of clauses 37 and 73 Guidelines according to the accounting of fixed assets (approved by order of the Ministry of Finance of Russia No. 33n), in cases of completion, additional equipment, reconstruction of fixed assets, the amount in the account of additional capital increased by the amount of costs added to the fixed assets accounting account and the own source remaining at the disposal of the organization decreased (for excluding depreciation).

This operation was reflected in the accounting records as a debit entry to account 88 “Retained earnings” and a credit to account 87 “Additional capital”.

Accountants remember that these amounts were accepted to confirm benefits for capital investments when paying income tax (subparagraph “a”, paragraph 1, article 6 of the Law of the Russian Federation No. 2116-1 “On the income tax of enterprises and organizations”). Reflection of amounts in the financial statements in the line “additional capital” was provided for in clause 44 and clause 91 Methodological recommendations on the procedure for the formation of financial reporting indicators of organizations approved by Order of the Ministry of Finance of Russia No. 60n. Now this procedure is not in effect, but as a result, additional capital included amounts that have nothing to do with investment capital, but are accumulated capital. Many organizations for which it is important to demonstrate the ability to increase capital have excluded these amounts from additional capital. They transferred the previously reinvested, used amounts of profit from previous years to a separate sub-account of account 84 “Retained earnings (uncovered loss)”.

Revaluation of non-current assets

A commercial organization may revaluate no more than once a year:

Groups of similar fixed assets at current (replacement) cost;

Groups of homogeneous intangible assets at current market value. The current market value for revaluation is determined solely based on the active market for these assets.

Once having decided to revaluate any group of fixed assets or intangible assets, the organization will have to recalculate their value regularly so that their accounting value does not differ significantly from the current (replacement, market) value.

The accounting entries for accounting for revaluation depend on whether the item has been revalued previously or whether this revaluation is the first for it.

If the object has not been revalued before (first revaluation), then:

The amount of the additional valuation is credited to additional capital;

The amount of markdown is for retained profit/uncovered loss.

If the object has already been revalued before, then the order is as follows.

When revaluing:

If there has already been an additional valuation, the amount of the new additional valuation is credited to additional capital;

If there has already been a markdown, then the amount of the revaluation, equal to the amount of its previous markdown and allocated to retained earnings/uncovered loss in previous reporting periods, is restored. The remainder of the revaluation is credited to additional capital.

When marking down:

If there has already been a markdown, then the new markdown is applied to retained profit/uncovered loss;

If there has already been an additional valuation, then the depreciation is first paid off at the expense of additional capital for this object. The remainder of the markdown is applied to retained earnings.

For the purposes of calculating income tax, amounts of revaluation and depreciation of depreciable property are not accepted. This leads to the monthly occurrence of permanent differences between the amounts of depreciation accrued in accounting and tax accounting. Let us remind you that the results of the revaluation of non-current assets as of January 1 of the reporting year are not included in the financial statements of the previous reporting year and are accepted when generating the balance sheet data at the beginning of the reporting year.

The organization must maintain analytical accounting of additional capital in the context of fixed assets and intangible assets that have been revalued. It is necessary for two reasons. First, with further revaluation of an asset, historical data on changes in its price is necessary in order to correctly make a markdown, if necessary. The second reason is that additional capital formed due to the revaluation of non-current assets, upon disposal of the revalued assets, is subject to write-off to the retained earnings (uncovered loss) of the organization.

The data from inventory cards of fixed assets (form No. OS-6 and similar non-unified forms for accounting for intangible assets) provide great assistance in organizing analytical accounting. They are also used in the inventory of additional capital in order to verify the correctness of balances as of the reporting date. However, inventory cards are often maintained from time to time, in electronic form and all necessary information is not entered in them in a timely manner. But they serve as a kind of passport of the fixed asset.

Let us remind you that accounting registers do not need to be printed, but stored electronically, provided that they are certified with electronic digital signatures (letter of the Ministry of Finance of Russia No. 03-02-07/1-314). The lack of analytical accounting of additional capital is a frequent reason for modifying audit opinions on financial statements.

Share premium of a joint stock company

When forming the authorized capital of a joint-stock company by placing shares (both during the initial issue when establishing an organization, and during subsequent issues of shares when increasing the authorized capital), a difference may arise between the actual placement (sale) price of shares and their par value. This difference is considered as share premium. Its amount is also taken into account in additional capital.

Contribution to the property of a limited liability company

A limited liability company may generate income through the sale of a share in the authorized capital at a price above par value.

It is somewhat incorrect to characterize this income as “emission”, since the formation of the authorized capital of an LLC is not an issue. But the economic essence of this income - the excess of payment for the share in the authorized capital by the founder over its nominal value - is still close to share premium.

Based on this, the Russian Ministry of Finance recommended that the amount of such excess be accepted for accounting, using the procedure for accounting for the amount of the difference between the sale and par value of shares received in the process of forming the authorized capital of a joint-stock company (letters of the Russian Ministry of Finance No. 07-05-06/107 and No. 07 -0512/18).

Exchange differences

A foreign investor has the right to make investments on the territory of the Russian Federation in any forms not prohibited by the legislation of the Russian Federation. The assessment of capital investment in the authorized (share) capital of a commercial organization with foreign investment is carried out in accordance with the legislation of the Russian Federation. 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. A foreign exchange transaction involving the introduction of foreign currency into the authorized capital is not prohibited by the legislation of the Russian Federation.

From the above, we conclude that the debt of a foreign founder for a contribution to the authorized capital is an obligation expressed in rubles, but payable in foreign currency. Based on the norm of clause 1 of PBU 3/2006, it does not apply to such obligations. The definition of exchange rate difference provided for in clause 3 of PBU 3/2006 is also practically inapplicable to such obligations.

However, clause 14 of PBU 3/2006 contains a special rule according to which the exchange rate difference associated with settlements with founders for contributions to the authorized capital of an organization is subject to credit to the additional capital of this organization.

Let us recall that paragraph 3 of the PBU defines exchange rate differences as the difference between the ruble valuation of an asset or liability, the value of which is expressed in foreign currency, on the date of fulfillment of payment obligations or the reporting date of a given reporting period, and the ruble valuation of the same asset or liability on the date of its acceptance for accounting in the reporting period or the reporting date of the previous reporting period.

Since the debt of the founder on the deposit, according to the requirements of the law, must be expressed in rubles, and not in foreign currency, then, most likely, for the purposes of applying this paragraph, the exchange rate difference should be understood as the difference between the ruble assessment of the debt of the founder (participant) on the deposit in the authorized (share) ) capital of the organization specified in the constituent documents, and the ruble valuation of this contribution on the date of actual crediting of funds to the organization’s foreign currency account (if they are made in foreign currency).

It should be taken into account that only the excess amount of the deposit is included in additional capital. If the ruble value of the deposit on the date of depositing foreign currency funds turned out to be less than the value of the deposit, then the debt is taken into account in the accounts of mutual settlements with the founders, and the deposit cannot be considered fully deposited. When a participant leaves the LLC founders, the exchange rate difference is not taken into account, and he must be returned an amount corresponding to the ruble valuation of the contribution in the constituent documents (letter of the Ministry of Finance of Russia No. 04-02-06/1/144). For the purpose of calculating income tax, the taxpayer-issuer does not have any profit (loss) when receiving property (property rights) in payment for the shares placed by him (subclause 1, clause 1, article 277 of the Tax Code of the Russian Federation).

In addition, sub. 3 p. 1 art. 251 of the Tax Code of the Russian Federation establishes that for profit tax purposes, income in the form of property, property rights or non-property rights with a monetary value, which are received in the form of contributions (contributions) to the authorized capital of an organization (including income in the form of excess of the price of placement of shares over their nominal value).

Use of additional capital funds

The owners can distribute not only net profit among the participants (shareholders) of the company, but also the generated additional capital. However, the procedure and conditions for such distribution are not discussed in detail in civil and accounting legislation.

It should be noted that in the event of a reorganization of a joint stock company (in the form of a merger, division, spin-off or transformation), the sources of own funds through which the issuer’s authorized capital is formed (authorized capital, additional capital, retained earnings, etc.) must be indicated. This requirement is specified in clauses 8.3.10 and 8.4 of the Standards for issuing securities and registering securities prospectuses (approved by order of the Federal Service for Financial Markets No. 07-4/pz-n).

Instructions for using the Chart of Accounts determine in which cases amounts credited to account 83 “Additional capital” can be written off.

In particular, debit entries can only occur in the following cases:

Repayment of amounts of decrease in the value of non-current assets revealed as a result of its revaluation - in correspondence with the asset accounts for which the decrease in value was determined;

Directions of funds to increase the authorized capital - in correspondence with accounts 75 "Settlements with founders" or 80 "Authorized capital" (after making appropriate changes to the constituent documents of the organization);

Distribution of amounts between the founders of the organization - in correspondence with account 75 “Settlements with founders”, etc.

Use of means of revaluation of non-current assets

The increase in additional capital due to the revaluation of non-current assets can be used exclusively for their subsequent write-down. Amounts cannot be used to repay losses from previous years (letter of the Ministry of Finance of Russia No. 04-02-05/2).

Use to increase authorized capital

An increase in the authorized capital of LLCs and JSCs can be carried out, in particular, at the expense of the company’s property, which may include additional capital.

The question of whether it is possible to repay losses by reducing additional capital is debatable. The organization could use not only the reserve fund, but also additional capital (with the exception of the amount of increase in the value of property due to revaluation) to cover losses (both the reporting year and previous years). This right was enshrined in paragraph 51 of the Methodological Recommendations on the procedure for generating indicators of an organization’s financial statements; such an entry was permitted by the Chart of Accounts (commentary to account 87).

The current Chart of Accounts does not provide for the expenditure of additional capital funds to pay off the losses of the organization, as does the order of the Ministry of Finance of Russia dated July 22, 2003 No. 67n “On the forms of financial statements of organizations.” There are no direct legislative provisions on the possibility of this operation either in the Civil Code of the Russian Federation or in federal laws No. 14-FZ and 208-FZ. Therefore, the report on changes in capital (form No. 3) does not provide for the possibility of reflecting the movement of additional capital funds to pay off losses. By the way, it does not provide for the possibility of directing additional capital to increase the authorized capital, which is directly provided for in the Chart of Accounts.

At the same time, experts say that, based on the general norms of Art. 2, 52, 91 Civil Code of the Russian Federation, Art. 30 of Law No. 14-FZ, the general meeting of participants or shareholders may decide to repay the loss through, for example, additional contributions of participants to the company’s property in previous years. At the same time, they forget that according to the rules of paragraph 1 of Art. 66 of the Civil Code of the Russian Federation, the owner of property increments made after the registration of the company is the company itself, and not its founders.

Accounting for reserve capital

The concept and main documents regulating the procedure for accounting for reserve capital

Reserve capital is the amount of the enterprise's property, which is intended to place undistributed profits in it, to cover losses, repay bonds and repurchase shares of the enterprise.

Reserve capital is formed in the amount of at least 5% of the authorized capital. Unlike joint stock companies (JSC), limited liability companies (LLC) and unitary enterprises may not form reserve capital, but can do so in accordance with constituent documents or accounting policies. In Art. 30 of the Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ states that a company can create a reserve fund and other funds in the manner and amount provided for by the company’s charter.

The amount of reserve capital is determined by the organization’s charter within certain limits: for joint-stock companies this limit must be no less than 15% of the authorized capital (“On joint-stock companies” dated December 26, 1995 No. 208-FZ), and the amount of annual contributions must be no less than 5% per annum net profit. Reserve capital is used to cover unforeseen losses and damages, as well as to pay dividends to shareholders and holders of preferred shares if there is insufficient profit for these purposes. In addition, reserve capital funds can be used to repay an organization's bonds and repurchase its own shares in the absence of other funds. Reserve capital cannot be used for other purposes.

Reserve capital is intended to cover general losses in the absence of other possibilities for covering them and is formed from reserves formed in accordance with current legislation and from reserves formed in accordance with the constituent documents.

It was said above that reserve capital is used to cover losses incurred by the enterprise. For most of them, the procedure for using reserve capital is not established by law. However, for joint-stock companies it is defined by Art. 35 of the Federal Law “On Joint Stock Companies,” which states that the company’s reserve fund is intended to cover its losses, as well as to repay the company’s bonds and repurchase the company’s shares in the absence of other funds.

Each organization, regardless of organizational and legal forms of ownership, must have economic resources, i.e. capital for carrying out financial and economic activities. When considering this issue, various concepts arise - own capital, attracted capital, active capital and passive capital. In the textbook, capital is considered as a set of material assets and funds, financial investments and costs for the acquisition of rights and privileges necessary for the implementation of the economic activities of the organization.

American scientists believe that these are economic resources at the disposal of the owner of the company, which reflect the totality of monetary values ​​(cash and debt obligations of buyers); tangible assets (inventory, land, buildings and equipment) and assets expressed in the form of intangible rights (patents, copyrights and trademarks).

These definitions generally correctly describe the concept of capital as used in accounting.

Essentially, capital, being an economic resource, is a combination of own and attracted capital necessary for the implementation of the financial and economic activities of the organization.

Raised capital is loans, borrowings and accounts payable, i.e. obligations to individuals and legal entities.

Equity capital is capital less attracted capital (liabilities), which consists of the totality of authorized, additional and reserve capital, retained earnings and other reserves (trust funds and reserves).

Active capital is the value of all property in terms of composition and location, i.e. everything that an organization owns as a legally independent entity.

Passive capital is the sources of property (active capital) of the organization; it consists of own and attracted capital.

Sometimes equity capital acts as residual capital, since it reflects the totality of funds that remain at the disposal of the organization after payment of financial obligations

In international financial reporting standards, capital is considered as a combination of attracted and equity capital.

Reserves are created to clarify the assessment of individual accounting items and cover upcoming expenses and payments.

The results of the comparative analysis of the norms of legislation in the field of regulation of reserve capital made it possible to classify it according to various criteria: the nature of its creation; minimum size regulations; regulation of the creation procedure; limiting the use of reserve capital (fund); field of activity and type of business entities. The proposed classification is necessary for use by business entities operating in various sectors of the economy. It has been established that the goals of creating mandatory reserve funds (capital) generally coincide, i.e. their funds are aimed at ensuring the financial reliability and stability of the organization, as well as covering losses associated with economic activities.

A significant number of Russian organizations of various organizational and legal forms indicates that most of them form financial reserves either as required by law or in accordance with constituent documents and accounting policies. Analysis of the results obtained indicates that the reserved amounts are not in any way compared with any assets , that is, they are not able to fulfill the tasks assigned to the financial reserve system, and in fact remain motionless for long periods of time.

Regulatory documents regulating the procedure for creating reserves of a commercial organization determine only the minimum size and source of formation of financial reserves, in particular reserve capital, without reference to the range of financial and business risks associated with the activities of an economic entity and their main characteristics.

A similar approach is reflected in the statutory documents regarding reserves formed voluntarily. Consequently, the formed elements of reserve capital are essentially ineffective from the point of view of the ability to effectively regulate risks.

The main regulatory documents defining the accounting procedure for fixed assets are:

Federal Law “On Accounting” dated November 21, 1996. No. 129-FZ.

Federal Law “On Limited Liability Companies” dated February 8, 1998 No. 14-FZ.

Civil Code of the Russian Federation Part 1 and 2.

Accounting Regulations “Accounting for assets and liabilities, the value of which is expressed in foreign currency”, approved on January 10, 2000. No. 2n (PBU 3/2000)

Accounting Regulations “Accounting for Fixed Assets” dated September 3, 1997 No. 65n (as amended on March 24, 2000) (PBU 6/97)

Accounting Regulations “Accounting for Inventories” dated June 15, 1998 No. 25n (PBU 5/98)

Accounting Regulations “Income of the Organization” dated May 6, 1999 No. 32n (PBU 9/99)

Regulations on accounting“Organization expenses” (PBU 10/99). Approved by order of the Ministry of Finance of Russia dated 05/06/99. No. 33n.

Order No. 94 n dated October 31, 2000 “On approval of the chart of accounts for accounting of financial and economic activities of organizations and instructions for its application.”

Accounting Regulations “Accounting Policy of the Organization” (PBU 1/98). Approved by order of the Ministry of Finance of Russia dated December 9, 1998. No. 60n.

Accounting Regulations “Accounting Statements of an Organization” (PBU 4/99). Approved by order of the Ministry of Finance of Russia dated July 6, 1999. No. 43n.

Tax Code of the Russian Federation. Part 2. Federal Law of 05.08.2000 No. 117-FZ.

- “On the forms of financial reporting of the organization.” Order of the Ministry of Finance of the Russian Federation dated January 11, 2000. No. 4n.

Methodological instructions on the procedure for forming indicators of an organization’s financial statements. Order of the Ministry of Finance of Russia dated June 28, 2000. No. 60n.

The procedure for forming reserve capital

The procedure for the formation of reserve capital is determined by regulatory documents regulating the activities of an enterprise of this type, as well as its statutory documents. In a joint-stock company, the size of the reserve fund cannot be less than 5% of the authorized capital. It is formed through mandatory annual contributions until the amount stipulated by the charter is reached.

The reserve fund is intended only to cover losses, although it can also be used to pay off bonds and repurchase shares. Currently, there are no tax benefits for the formation of a reserve fund. Contributions to it are made after paying income tax and other taxes attributable to cost and financial results.

Additional capital as a source of funds for an enterprise is formed, as a rule, as a result of the revaluation of fixed assets and other material assets. Regulatory documents prohibit its use for consumption purposes. A specific source of funds are funds for special purposes and targeted financing: gratuitously received values, as well as irrevocable and repayable government appropriations to finance non-productive activities related to the maintenance of social, cultural and public utility facilities, to finance the costs of restoring the solvency of enterprises that are at full capacity. budget financing, etc.

Before considering external sources of long-term financing, an enterprise should analyze the possibilities of financing through internal ones, which are much cheaper. But solving the problem of updating fixed assets is often impossible only on the enterprise’s own, as it requires significant resources, so the next part of the work is devoted to a detailed consideration and analysis of external sources of financing.

Comparative characteristics of external sources of financing. External sources of financing by maturity are divided into short-term (up to a year) and long-term. Attraction financial resources from sources of long-term financing guarantees a stable flow of funds for the enterprise, and in this sense it is more reliable than short-term financing, in which the enterprise has no confidence in receiving resources in the near future.

The reserve fund is created by credit institutions in accordance with current legislation to cover losses and damages arising as a result of activities. The minimum size of the reserve fund is determined by the charter of the credit organization, but cannot be less than 15 percent of the authorized capital.

The reserve fund is formed by credit institutions:

Operating in the form of joint stock companies - based on the amount of the actually paid authorized capital of the credit organization (subject to registration of the report on the results of the issue of shares by credit organizations);

Operating in other organizational and legal forms of business entities.

The source of formation of the reserve fund is the profit of credit institutions, sent to the reserve fund in the manner prescribed by current legislation, the charter of the credit organization and these Regulations.

Deductions to the reserve fund from the net profit of the reporting year are made after the general meeting of the founders (participants) of the credit organization approves the annual accounting report and the profit distribution report. The amount of annual contributions to the reserve fund provided for by the charter of a credit organization must be at least five percent of net profit until it reaches the minimum value established by the charter.

The procedure and amount of contributions to the reserve fund in excess of the minimum amount established in clause 1.2 of these Regulations is determined by the charter of the credit organization.

The reserve fund funds are accounted for by credit institutions in a separate balance sheet account.

Credit organizations that have branches record the reserve fund funds on the balance sheet of the credit organization's head office.

The correctness of the formation of the reserve fund must be confirmed by an audit firm (auditor) in accordance with the procedure established by the Bank of Russia.

Accounting for the use of reserve capital

The creation of reserve capital is mandatory for joint-stock companies and joint organizations. Other organizations can create a reserve on a voluntary basis.

Reserve capital is created in accordance with the law through deductions from net profit. The amount of reserve capital is determined by the company's charter and must be within 15% of the authorized capital for a joint-stock company (the amount of annual contributions is at least 5% of annual net profit) and 25% for joint ventures.

Reserve capital is used to cover unexpected losses and losses of the organization for the reporting year, as well as to repurchase its own shares and repay bonds. Unused funds carry over to the next year.

Accounting for reserve capital is kept in passive account 82 “Reserve capital”. The credit of the account reflects the formation of reserve capital, and the debit reflects its use.

Authorized capital (AC)- this is a certain amount of money that is the main source of the functioning of the company, and it is worth understanding how the authorized capital is formed.

The authorized capital can be assessed from two sides - legal and economic. From the legal side, a management company is the monetary property of an enterprise with which it pays off creditors. From the economic side, a management company is the minimum amount of money that is required to start a business. The size of the authorized capital is established in accordance with the company's charter.

The legislation specifies minimum amount to form the authorized capital. The size of the authorized capital is determined by the organizational and legal form of the legal entity - LLC, CJSC, LLP. For example, the capital capital for an LLC must be no less than 10,000 rubles.

How is the authorized capital formed?

The formation of the authorized capital occurs with the help of the founders of the legal entity. Data about this must be entered into a special document of the legal entity. Investments in the authorized capital of a legal entity can be made in foreign currency or rubles. If funds in foreign currency were contributed to the authorized capital, then the documents must reflect the cost in rubles at the MICEX exchange rate.

Also, the authorized capital of a legal entity can be formed, in addition to monetary investments, by material assets (furniture, office equipment), and intangible assets (patents). If contributions are not made in cash, they must be valued in monetary terms.

If the value of contributions is more than 20,000 rubles, then to convert them into cash equivalents, the assessment must be carried out by an auditor!

If it happens with the help of funds, then they must be deposited into a savings account in a bank until the state registration of the legal entity is carried out. Before submitting documents for registration you must:

Select a bank to service the company's current account;
- determine the size of the authorized capital;
- determine how many people form the management company;
- open a savings account in this bank and deposit money there.

After registration of a legal entity is carried out, money from the savings account is transferred to the current account of the company, and it becomes the authorized capital of the legal entity.

Contribution of authorized capital- a rather lengthy process, but it does not require documentary evidence, which means that a current account can be opened immediately after registering a legal entity and depositing capital in accordance with the charter.

If the management company of the company is formed by property, then an act of acceptance and transfer of this property is required as a contribution to the management company. But at the same time, the contribution to the management company will be made only after registration of the company!

The company's charter must specify the specific amount of the authorized capital and how it is contributed (for example, in parts of a certain amount).

UK– the minimum amount of resources required to start a business. If it is paid in money, it can be used to pay for the rent of the premises, wages employees, for purchases for the company.

The company's management company is not subject to taxes. Expenses for the management company are not expenses of the company, because they will be expenses of the founders. In addition, the management company is not a profit of the company and is also not subject to tax.

Since the authorized capital is formed by the founders of the company, they are required to contribute their personal funds or material assets during its formation. If the founder is one person, then he himself contributes his funds to the management company. If there are several founders, then their share in the management company is determined as a percentage of the size of the management company.

Since the main goal of the legal entity being created is profit, its founders bear initial costs with the expectation of future receipt of dividends, i.e. The size of the contributed share affects the amount of the participant’s future profit.

In addition, the larger the contributed share, the more votes when making decisions at meetings of the community founders.

Size of share in the management company can also be changed; this is stated in the company's charter.

The size of the authorized capital of a legal entity can be changed, but cannot be less than that established by law. To increase the size of the charter capital, a package of documents is required. The size of the management company can increase due to property and due to additional contributions of funds from the founders and third parties. Each of these methods has its limitations.

For example, in an LLC, the size of the capital can be increased only if the company’s profits have increased or additional funds have been contributed from the founders.

The authorized capital of the LLC is formed with the help of the Federal Law “On Limited Liability Companies”. The minimum capital for an LLC is 10,000 rubles. At the time of registration of a legal entity, the capital must be contributed in the amount of 50% of its size. The remaining 50% must be paid within a year after the LLC is registered.

If funds of the management company are deposited into the company's cash desk, then a cash receipt order is issued, and if to a current account, then an announcement is issued.

Authorized capital of a joint stock company is formed in accordance with the Federal Law “On Joint Stock Companies”. The composition of the management company of the joint-stock company is a certain number of shares. The number of shares depends on the par value of the shares and the size of the charter capital. The charter capital of the joint-stock company includes shares different types with a set cost, and as a result, personal funds are invested as a legal entity and funds of shareholders.

A joint stock company must create a management company after registering the company through the sale of shares to certain persons. Dividends are distributed depending on the value of the shares.

This is exactly how it happens formation of authorized capital, without which it is impossible to open and operate your own business.

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

Introduction

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

The authorized capital consists of property, cash and securities

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

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

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

Operating principle of the management company

Let's look at why the minimum authorized capital is bad and why it needs to be increased to reduce the number of scammers. So, a certain person decides to open his own enterprise. To do this, he goes to the tax office, registers accordingly and organizes an LLC with an authorized capital of 10 thousand rubles. He indicates that he plans to engage in mediation activities, rents an office, buys a desk and a computer for it, spending 15 thousand on it. Then he makes a revaluation, indicating that all his property is valued at 10 thousand rubles (undervaluation is not punishable by law).

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

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

Read also: What is EGAIS and how to work with it

The government is also understandable - it does not raise the minimum threshold of authorized capital, because it does not want to reduce economic development, complicating the already difficult life of entrepreneurs. But the other side of the coin in this process is huge amount shell companies through which billions of rubles go into the shadows/laundered.

How is the Criminal Code formed?

Start-up capital for a company can be:

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

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

Please note: many entrepreneurs forget to increase their authorized capital after registration, to which the response is immediate tax service, imposing a fine. Don't forget to complete it before the end of the year.

How to increase capital

The minimum size of the charter capital imposes certain difficulties on the operation of the LLC. First of all, this concerns internal procedures.

The share of each participant in the authorized capital is calculated

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

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

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

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

When a participant leaves, the authorized capital decreases

How to reduce capital

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

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

The creation of any enterprise begins with the formation of authorized capital, which is the main source of financial resources.

It is necessary for the normal functioning of the company and is one of the most important indicators that make it possible to determine the size and financial condition of a business entity. What is authorized capital? And how is it formed?

What is authorized capital?

Authorized capital is understood as the starting fixed amount necessary for the company to conduct business activities. It constitutes the property basis for the functioning of the organization and acts as a guarantor that it will fulfill its obligations.

As a rule, capital is formed from or and makes it possible to calculate the share or percentage of each participant. Depending on the volume of profit received, changes in the value of assets or the speed of receipt of funds from the owners of the company, its size may change, however, when registering an enterprise, it is limited to certain amounts, without which the company simply cannot register with the tax authorities.

How is the size of the authorized capital determined?

According to Russian legislation, a company is not allowed to register if it does not have an authorized capital or at least 50% of its minimum allowable volume. The lower limit for this amount is set depending on the type of enterprise being created.


For example, for an LLC this figure cannot be less than 10 thousand rubles, and for a closed JSC - no less than 100 minimum wages.

To carry out state registration, the company must have at least half of the required amount available. In some cases, registration without capital is allowed, but on the condition that 50% of the funds will be deposited within 3 months after registration, and the remaining amount - within 1 year. The maximum amount of starting capital is not particularly important and there are no restrictions.

What does the authorized capital consist of?

The authorized capital can consist of both cash and property. As investments, it is permissible to use securities, values ​​of a material nature, or those that must be valued in money.

If a participant contributes property to the capital, he should be provided with an independent appraiser's opinion on this property.

How is the authorized capital formed?

Capital is formed through the contributions of its founders. Contributions can be in monetary or property terms.


Thus, for a joint-stock company, the authorized capital represents the nominal value of the shares, for an LLC it is the share capital, and for artels or cooperatives it is property shares.

Sometimes, when forming capital, other sources of finance may arise, for example, when selling shares at a value higher than their nominal value.

The authorized capital can only be created at the expense of the participants’ own funds. When forming it, it is unacceptable to use budget money or monetary and material property, the source of which is not confirmed by anything.

The size of the contribution of each co-founder has a direct impact on the amount of his profit and the number of votes at meetings.

How is the authorized capital different from the authorized capital?

Often the authorized capital and authorized capital are considered equivalent concepts. In fact, these indicators have some differences. The authorized fund is finance attracted or allocated by the company, formed from share capital, share contributions or budget money.


Unlike capital, funds are not permanent and are usually used for specific purposes. If the fund does not participate in the circulation of funds of the enterprise, then the authorized capital, on the contrary, reproduces the property used in economic activities.

Another difference is in the method of accounting for these indicators: the fund is reflected in the organization’s assets, while the authorized capital is reflected in its liabilities.

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

Own and borrowed capital

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

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

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

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

The organization's sources of borrowed capital are:

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

Authorized capital

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

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

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

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

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

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

Formation of authorized capital

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

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

• from contributions of participants (share capital) for business partnerships and for limited liability companies (LLC);
• par value of shares for a joint stock company (JSC);
• property shares (production cooperatives or artels);
• statutory fund allocated by a state body or local government body.

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

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

Additional And spare capital is formed in the organization mainly as additional reserves of the organization to cover unexpected losses and damages of the organization. For example, an organization’s reserve fund is formed without fail by annual deduction of at least 5% of net profit and must be at least 15% of the authorized capital. Additional capital is a source of funds for an organization, which is formed as a result of the revaluation of fixed assets and other material assets. Regulatory documents prohibit its use for consumption purposes.

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

Special Purpose Funds - These are funds that are formed for the purpose of subsequent targeted expenditure of financial resources.

Capital structure

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

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

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

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

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

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

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

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

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