What does the authorized capital of the company say. How is the size of the authorized capital determined? What does the authorized capital of an LLC formed in cash mean?

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

Legal and economic significance of the authorized capital of LLC

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

This state of affairs actually exists, but it cannot suit partners whose rights to demand obligations are not protected in any way. Therefore, talk about the need to revise the legislative norm on the minimum authorized capital of business entities does not cease. They propose to increase it significantly and give figures from 300 thousand rubles to half a million. Also, such a measure would limit the growth of one-day firms, but so far this initiative does not go beyond talk, and the minimum possible authorized capital of an LLC for 2014 is still 10,000 rubles.

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

An assessment of the organization's performance can also be based on the size of the authorized capital: if the value of the company's net assets becomes less than the founding amount after the second and subsequent years of operation, such an LLC is subject to closure, provided that there is nowhere to reduce the size of the UK.

How is the authorized capital of an LLC formed?

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

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

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

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

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

The firm can dispose of these funds at its own discretion: make purchases, pay salaries to staff, make rental payments, etc. The proof of the full formation of the authorized capital is the payment documents that are issued upon the transfer of funds (cash receipt order, announcement of the deposit of cash), and not the physical presence of the entire amount on the account.

Property contribution to the authorized capital

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

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

It is prohibited to overestimate the value of the contributed property: in case of insufficiency of the property to repay the obligations, the founder, together with the appraiser, will still be liable within the overestimated amount. This norm is valid for 3 years from the date of establishment of the company.

The procedure for the transfer of non-monetary contributions is determined by the Charter of the LLC. In general cases, the property of the founder as a share of the authorized capital is transferred to the company for possession and use for a certain period of time according to the act of acceptance and transfer. The document on the transfer of property and a certificate of its appraised value are confirmation of the contribution of non-monetary funds to the authorized capital of the LLC. If the participant left the company ahead of schedule or was excluded from the list of founders, his property remains with the organization until the end of the period specified in the deed of transfer.

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

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

The size of the authorized capital of the organization

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

The law allows to increase the size of the authorized capital of an LLC up to required level. This happens through:

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

An increase in the authorized capital may be necessary to meet licensing requirements, if there is insufficient working capital, the intention to conclude a serious contract.

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

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

Raising the value of the Criminal Code, the organization must understand that this should be followed by an increase in the value of net assets. If after 2 years this value is less than the authorized capital, the founders will have to carry out the procedure for its reduction.

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

The decision to reduce the initial capital of the company is taken by the general meeting of participants with entry into the Protocol or individually, if the founder is the only one. Since this event directly affects the interests of the creditors of the organization, the law obliges them to notify them of the changes in writing. It is necessary to submit documents for registration of changes in the amount of authorized funds and the Charter itself no later than one month from the date of notification of the last creditor. This rule is established in Art. 20 of the Law "On Limited Liability Companies". The new size of the Criminal Code takes effect immediately after registration.

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

When you register a limited liability company, first of all you need to think about the formation of the UK (authorized capital). It is a set of founders (at face value). From the legal side, the Criminal Code is a property area of responsibility to creditors, from the economic side - financial basis for a fruitful start to a profitable business. What does the authorized capital of an LLC mean and how it is formed, we will tell in the article.

After the necessary payments, the remaining part of the property is distributed among the participants of the company in a certain order: first, the amount of distributed but not yet transferred net profit is paid, then the balances are given in proportion to the contributions of the founders to the management company. Thus, closing a company is one of the ways to return property.

Some formalities

The property that is included in the company's management company, one way or another, should be used for profit and spent only on its needs. Money can be spent on rent, salaries to employees, utility bills. Real estate turns into warehouses or offices, where the staff works or the production process takes place.

Many business owners are wondering how the authorized capital is stored. It turns out that this fund is used in the work and exists only on paper, it literally dissolves in the net assets of society. There is only one point for control, already mentioned above: if, after 2 years from the date of registration, the amount of the company's net assets according to the documents is less than the actual authorized capital, it either decreases or (if there is nowhere to decrease).

The fund is used in work and exists only on paper, it literally dissolves in the net assets of the society.

Since your authorized capital is a property guarantee to creditors, it is better to give them the opportunity to find out about it. real size and document it. Remember, the larger the authorized capital, the higher the partner's reliability status.

What gives the authorized capital of LLC

For the founders, the shares they contribute determine the amount of regular income, since the distribution occurs in proportion to the contribution of each of them. In addition, the shareholder has the right to vote, manage the affairs of the company, receive the full value of the contribution from among the founders of the company, as well as the right to part of the property in case of liquidation.

The disposal of each of the shares occurs by the founders themselves: a share can be donated, inherited. The exit (sample application for it) of one of the founders from the LLC entails the alienation of his share in favor of the company, other founders of the same company (they have the right of preference in the purchase) or an outsider (Article 93 of the Civil Code of the Russian Federation).

The size of the company's charter capital affects the ability to engage in certain activities that require a license. For example, to implement alcoholic products, you need an authorized capital from 50 thousand to 1 million rubles, depending on the territorial location. It depends on its size whether you can take a large loan from a bank, because it is the authorized capital that determines the financial stability of your business.

Thus, the authorized capital of an LLC is not just a value expression of the funds and assets invested in the future business, but also an indicator of reliability, stability and readiness to meet its obligations. It is necessary to regulate relations between the founders, gives them certain rights and obliges them to bear responsibility in accordance with the share.

An economic entity can register a business either as an entrepreneur or by creating a legal entity. In the latter case, it is necessary to statutory organization creation process. An important place in this process is given to the formation of the initial funds of a new company, which are called the authorized capital of an LLC.

The authorized capital of an LLC represents the organization's own property, formed with the help of contributions, on the basis of the parts fixed in the company's constituent documents.

The obligation of the owners of the company to create this capital is enshrined in the provisions of regulations and without it it is impossible to register the company with the Federal Tax Service.

Thus, the authorized capital of an LLC is a part of the company's funds, which are its property, using which the company will carry out its activities in the future. The firm can also raise borrowed funds, but the law requires a mandatory share of the contributed capital.

For the owners of the organization, the authorized capital also shows the declared funds, what they risk when making business decisions, as well as the limit value of their liability for debts during the operation of the company.

The size of the authorized capital must be reflected in the charter of the economic entity, as well as, while the company exists, and in the financial statements of the enterprise. The amount of property and funds in the capital must be expressed only in rubles.

It also requires registration of the company's charter. Based on this, if there is a change in this source of company funds, it must be accompanied by the necessary changes in the subject's information in the Unified State Register of Legal Entities and constituent documents.

The creation of capital is carried out by the participants of the company, the source can be:

Property objects.
Intangible assets (IA),
Cash, etc.

Under certain conditions established by law, the authorized capital of an LLC must be created only in monetary amounts that must be paid by the owners either to the cashier or to opened by the company checking account. Having entered the company's accounts, these funds may not be there.

Attention! The management of the company, after registration, can dispose of these funds, since they cease to belong to the owners, but are already the property of the enterprise.

The property used as a contribution to capital is not the income of the established company, and therefore it should not be subject to income tax.

What is the time period for funds

Previously, the period during which the owners of the company must use the funds as contributions to the authorized capital was not fixed at the legislative level. This period was reflected in the constituent documents along with its full amount.

Currently regulations a period is set during which the owners must transfer their shares. It is four months from the date of registration of the company in tax authorities.

At the same time, the formation of such capital can be carried out in stages, that is, all four months in arbitrary parts. The legislation only requires that four months after receiving the OGRN extract, the founders have no debt to the company for the creation of authorized capital.

If the owners of the company are several persons, and by the deadline established by law, one of them has not contributed his share, other founders receive the right to sell his share of the contribution to other persons.

Also, do not forget that if 4 months after the registration of the company, the owners still have debts on contributions to capital formation, then according to the Civil Code of the Russian Federation, the company must be liquidated.

The amount of the authorized capital of LLC

When created new company, the founders determine the amount of its capital independently. There is one restriction that must be strictly observed - minimum size authorized capital. The minimum amount of the authorized capital of an LLC has not changed since 2017.

It is fixed in the amount of 10,000 rubles. This size is determined for simple business entities. If the future company plans to conduct insurance, betting activities, etc., they may have their own minimum amounts of capital.

When choosing the amount of capital, owners should keep in mind that the profit for the year must be at least fixed size capital. This rule is valid for two years after the organization of the company.

Then a comparison of net assets with equity should be made. However, the former cannot be less than the second. In case of violation of this provision, the FTS body can single-handedly decide on liquidation.

buchproffi

Important! In the case where one of the owners has a share of more than 50%, then the addition of funds from him will not be considered the income of the company, and they will not need to be taxed. So, for example, with two participants, the shares can be distributed as 49 and 51%.

Application procedure

Any property can be used to create the authorized capital. What exactly should be prescribed in the statutory documents of the organization. The Civil Code establishes one restriction on the process of creating authorized capital. So, if it is formed in the minimum amount of 10,000 rubles, then its contribution should be made only in money. At the same time, it does not matter whether they will be paid in cash or by bank transfer.

If funds are deposited non-cash, then this requires the preliminary opening of a current account in one of the banks. This can be done immediately upon registration (in this case, a temporary account is opened first, and after registration - a permanent one). Or after the procedure, you can personally contact the selected institution at any time.

The transfer of funds in this case will be carried out by transferring from the bank account of an individual or legal entity, which are the owners, to the account number of the created organization. In the payment order, in the purpose of payment, it is written that this is a contribution of funds to the authorized capital.

Also, a citizen can contact the bank where the company's account is registered and deposit cash directly to the current account using the cash deposit announcement. In this case, it will also be considered a non-cash deposit.

If funds are deposited into the company's cash desk, then it must be remembered that the cash limit rule is valid immediately from the date the organization was created. Therefore, if the order on the limit was not immediately accepted, then the money must be immediately transferred to the current account, otherwise it will be a violation of cash register operations.

When depositing cash, it is drawn up, where the contribution to the authorized capital is indicated in the base column.

Attention! If the firm is organized by several persons, then the total amount of capital must be divided among them according to shares, which may be fractional. Based on the size of the shares, the owners receive votes to manage the organization.

If the LLC includes several participants, then it will be more convenient to establish the amount of the authorized capital in proportion to the number of owners. For example, three persons create an LLC with a capital of 30,000 rubles. When dividing it by 3, it turns out that everyone must contribute a share of 10,000 rubles.

Change in authorized capital

Increasing order

In the process of activity, the founders of the company may decide to increase the authorized capital.

This can be done in one of the following situations:

A new owner wants to enter the organization, and he contributes his part of the capital;
The company wants to engage in a new direction of activity, and for this it is necessary to increase the authorized capital;
The amount of capital must comply with the requirements of the law;
One founder wants to have a larger share in the capital;
Partners (investors, creditors) require an increase in capital.

The authorized capital can be made larger by adding additional funds, or using the property available in the organization.

An increase is allowed only when the authorized capital is formed and is equal to that stated in the statutory documents, the share of each of the owners is equal to the designated one.

Entering a participant is allowed only when a direct prohibition on adding third parties to the founders of the company is not included in the constituent documents of the company. If this is not the case, then any person has the right to issue an application addressed to the director.

The document must contain a request to accept him as an owner, as well as the size of the share he wants to form, the method of depositing funds, the duration of this event.

If it is decided to carry out an increase in the amount of capital by adding additional funds, this can be done either by each owner or by one person alone. In the first case, everyone must add the same amounts so that the final ratio of shares in the capital does not change. In order to make such a decision, it is imperative to convene a general meeting of the founders.

If the only participant wants to make the share larger, he draws up a request addressed to the head, indicating the size of the final share, the method of adding new funds.

Attention! If it is decided to increase capital by adding funds or property of the company, this must be done in the same volume so that the percentage of shares of all owners does not change. The property for increase is withdrawn from the net assets of the organization only after annual meeting was accepted financial statements for the past year.

Decreasing order

Decrease overall size authorized capital is allowed only if the share of each participant is reduced in equal proportion. This means that the overall share ratio should not change after that. The part that will be withdrawn from the capital after the reduction must be transferred back to the founders.

It is impossible to reduce the authorized capital of an LLC in order to avoid covering the debts of the organization. Before starting the procedure, participants must provide information that each creditor of the company has been notified of the reduction. In this case, any of them may require the company to repay the debt.

The organization can carry out a decrease in the authorized capital through the issuance of cash, or by withdrawing part of the property. At the same time, in any of the chosen ways, personal income tax will need to be calculated and paid on the received share of property or funds. The Ministry of Finance takes this side in its recommendations. However, there are many available arbitrage practice when during the proceedings the court stood up both on one side and on the other.

The law provides for several cases in the event of which the organization is obliged to carry out the reduction procedure, these include:

The size of the company's net assets fell below the size of the authorized capital;
Within a year from the moment one of the participants left, the other founders could not divide or redeem his share.

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Important! The decision to reduce the capital must be taken at the general meeting of participants by at least 2/3 of the votes. The only member of the society makes such a decision independently.

Represents the amount of initially invested assets (most often cash) needed to start the business. Its size is not arbitrary, but is established in accordance with certain norms of jurisdiction. Thanks to the authorized capital, it becomes possible to form the funds that are needed for the first steps in commercial activities.

The value of the authorized capital

Of course, it is important and performs several functions at once. Here are the main ones:

it provides creditor protection. This implies that this capital gives investors an excellent guarantee that they will receive some compensation even if the enterprise does not succeed and is completely ruined;
impact on market positioning. It is by the authorized capital that experienced people judge how successful the company is and what awaits it in the future (although this indicator is not very informative);
for a developing company, it is the initial capital. No initial capital commercial activity impossible, since it is impossible to do without fixed costs and expenses;
used as a means to limit entry of companies into the market. In some cases, activities will not be possible if the authorized capital of the company does not meet the requirements. All this is justified by the fact that serious business requires great responsibility.

Minimum authorized capital

Such capital must be calculated in accordance with all requirements that are established by the regulatory authorities of the jurisdiction. To date, almost all countries have established a minimum amount of funds, without which it is impossible to open any company. To register a company, you will need to go through procedures that are associated with the collection and provision of documents and writing applications and so on.

In the authorized capital, it is possible to contribute not only money, but also material values, property rights, and even securities - this is quite acceptable.

Calculations in this case occur with the help of the minimum wage, although sometimes the amount in money is also indicated. For CJSC - this is 100 minimum wages, OJSC - 1000 minimum wages, the minimum authorized capital of LLC must be more than 100 minimum wages, municipal unitary enterprises - this is 1000 minimum wages, and state enterprises must have an authorized capital of at least 5000 minimum wages. These data refer only to Russia.

Foundations, ANOs and others non-profit organizations can legally be created without it.

Increase the authorized capital

The amount of the authorized capital of CJSC, LLC and others commercial organizations may increase over time. Without this, the growth of the company is impossible. This is only possible if the previous share capital has been contributed. The decision to increase it is made directly at the general meeting of the members of the company or its shareholders.

The reasons that lead to its increase:

the need to finance the growth of the company. In this case, even funding from third parties is possible;
the need to provide employees with securities;
the reason for its increase may be a merger with some other company.

Undoubtedly, a developing company must constantly increase its authorized capital, and information about it, as a rule, should be available to the public.

Decrease in authorized capital

There are cases when companies reduce their authorized capital. The goals here may be different. Here are the most basic ones:

to increase the value of the shares. The authorized capital is growing, and with it the number of shares is growing - this leads to their partial depreciation. In other words, its reduction does not allow the shares of shareholders to be diluted.
to optimize the management of authorized capital.

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

What is authorized capital

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

One or more persons take part in the establishment of the authorized capital of an LLC. Co-founders make a feasible contribution with tangible and intangible values. The interest of the LLC participants is to receive dividends throughout the entire activity of the enterprise as a percentage, according to the value of the shares.

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

Meaning and functions

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

The authorized capital in the modern sense is divided into two categories:

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

The value of the authorized capital is embedded in its functions:

Formative function. Based Russian legislation the minimum size of the Criminal Code and its material basis are determined. Conditions for increasing or decreasing capital are negotiated. The starting function gives an initial impetus to the beginning of the organization's activities and lays the material base for the future.
guarantee function. If the organization's activities turn out to be unprofitable, the UK will serve as a guarantor, ensuring the repayment of debt to creditors and investors.

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

Minimum authorized capital

The federal law on the minimum size of the Criminal Code No. 14 FZ of February 8, 1998, as amended and supplemented for LLCs, came into force on January 1, 2017.

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

Enterprises whose predicted profit is quite high are given an increased size of the authorized capital:

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

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

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

What affects the size of the authorized capital

In the course of the enterprise's activities, the funds of the authorized capital are allowed to be spent on their own needs: the purchase of equipment, raw materials, payment wages payment for the rent of the premises. At the end of the second reporting year, the amount of the authorized capital should not be lower than the pledged initial cost.

The size of the starting amount and its change significantly affect the change in the value of the shares of depositors.

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

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

Consider an example:

Established initial capital in the amount of 2,000,000 rubles. The LLC has three founders.

The share of Sergeev I.V. - 60% = 1,200,000 rubles.

The share of Yakovlev S.K. - 25% = 500,000 rubles.

The share of Chernova E.S. - 15% = 300,000 rubles.

By agreement of the parties, the size of the Criminal Code was reduced to 1,200,000 rubles. Thus, the equity participation of co-founders will change only in monetary terms:

Sergeev I.V. - 60% = 720,000 rubles.

Yakovlev S.K. - 25% = 300,000 rubles.

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

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

At the meeting of co-founders, a decision can be made to increase the size of the authorized capital, drawn up additional document to the constitution of the organization. The percentage of investors' shares will not change, but the amount of dividends will increase.

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

How is the authorized capital of an LLC formed?

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

Registration of an LLC provides for filing constituent documents, where the estimated value of the enterprise is registered. A checking account is opened. Within four months after the official registration of the company, the authorized amount is fully paid by the co-founders.

Application methods:

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

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

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

Structure

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

, expressed in the initial cost of the shares of the organization. The indicator characterizes the basis and property base, which determines the future activities of the LLC.
Extra capital. It is formed due to changes in the value of the enterprise on the basis of revaluation, revaluation, gratuitous transfer to third parties, profit from the sale of securities. The difference between the initial cost of assets and the proceeds from their sale is taken into account.
Reserve capital- the emergency reserve of the enterprise, formed from the means of profit. It is used to pay off losses and eliminate force majeure situations. The size of the AC is not less than 15% of the UK LLC.
Undestributed profits- This is a profit margin. The indicator characterizes the financial stability of the enterprise. NP is a key source of financing for LLCs. It can be directed to the authorized capital, current operations of the organization, increase in liquid assets.
trust funds, attracting funds from the undistributed or net profit of the LLC. The funds are directed to technical equipment, equipment modernization, social development of the enterprise, research, purchase of raw materials to increase production. social development involves maintaining a favorable atmosphere in the team.

Kinds

Depending on the organizational and legal form, the Criminal Code is divided into four types:

Share capital provided for in organizations that do not have a Charter. These include general partnerships and fellowship of faith. The financial component of the share capital is formed from the shares and contributions of the co-founders in monetary and property terms.
Authorized fund- these are all intangible values of the enterprise necessary for the implementation of the organization's activities. UV is laid in state and municipal enterprises.
Unit trust- used in cooperative organizations. Joint activity provides for the combination of share contributions of co-owners and funds earned in the course of doing business.
provided for in CJSC, OJSC, LLC. This is the starting financial component necessary to launch a new enterprise and ensure the safety of attracted investment funds.

What is a share in the authorized capital of an LLC

One or more members can open an LLC. In the first case, the capital is not divided. In the second, the starting amount is divided into shares as a percentage, depending on the contribution of the co-founders.

Consider an example of calculating shares:

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

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

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

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

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

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

The maximum deposit amount may be limited. There is also a change in the proportion of shares. All the nuances are stipulated in advance in the Charter of the LLC. If in the process of carrying out activities it becomes necessary to make additions regarding equity participation, the decision is made at the general meeting by voting.

At the time of registration of the LLC, the management submits to the tax office the Charter of the organization, which contains data on the number of co-founders and the size of the shares of each participant. Within the next four months, each depositor is obliged to pay his share.

Accepted for payment:

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

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

What is the alienation of a share in the authorized capital

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

The transaction is carried out in succession. The other participants of the LLC, and then third parties, have the primary right to purchase the alienated share. If the Charter of the organization contains a prohibition on the sale of shares outside the LLC, then the transaction is concluded in favor of the company.

All agreements on alienation are certified by a notary. In a short video, Alexander Trifonov talks about the procedure for concluding a transaction for the sale of shares to third parties:

When organizing an LLC, you should not focus on the minimum size of the UK. The higher the initial amount pledged initially, the more confidence the organization will receive from investors. The new venture will receive sufficient assets to launch successfully. A small amount of authorized capital requires small investments. But here there is a difficulty in finding investors and creditors.

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