The authorized capital of the company belongs to what it means. Own and borrowed types

19.01.202427.05.2017

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 follow the procedure established by law for creating an organization. An important place in this process is given to the formation of the initial funds of the new company, which are called the authorized capital of the LLC.

The authorized capital of an LLC represents the organization’s own property formed through contributions based on the parts recorded in the company’s constituent documents.

The obligation of the company owners 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 part of the company’s funds that are its property, using which the enterprise will carry out its activities in the future. A company can also attract borrowed funds, but the law requires a mandatory share of contributed capital.

For the owners of an organization, the authorized capital also shows the declared funds, what they risk when making business decisions, as well as this is the maximum 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 business entity, as well as, while the company exists, in the financial statements of the enterprise. The amount of property and cash in capital must be expressed only in rubles.

At the same time, it also requires registration of the company’s charter. Based on this, if a change occurs in this source of the company’s funds, it must be accompanied by the necessary changes in the information of the entity 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 (IMA),
Cash, etc.

Under certain conditions established by law, the authorized capital of an LLC should be created only in amounts of money that the owners need to deposit either to the cash desk or to a current account opened by the company. Having arrived at the company's accounts, these funds may not be there.

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

Property used as a contribution to capital is not income of the created company, and therefore should not be subject to income tax.

When are funds deposited?

Previously, the period during which company owners must use 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 establish a period during which owners must transfer their shares. It is four months from the date of registration of the company with the tax authorities.

In this case, 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 to create the 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, the 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 the formation of capital, then according to the Civil Code of the Russian Federation it is necessary to liquidate the company.

The size of the authorized capital of the LLC

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

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

When choosing the amount of capital, owners must keep in mind that the profit for the year must not be less than the established amount of capital. This rule is valid for two years after the organization of the company.

A comparison of net assets with capital must then be made. Moreover, the former cannot be less than the latter. If this provision is violated, the Federal Tax Service may unilaterally decide to carry out liquidation.

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Important! In the case where one of the owners has a share of more than 50%, then additions from him will not be considered 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 authorized capital. Which one should be specified in the organization’s statutory documents. The Civil Code establishes one limitation on the process of creating authorized capital. So, if it is formed in a minimum amount of 10,000 rubles, then its deposit must be made only in money. It does not matter whether they will be paid in cash or by bank transfer.

If funds are deposited non-cash, 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 a permanent one is opened after registration). Or, after the procedure, you can personally contact the chosen 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 acts as the owner, 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.

A citizen can also contact the bank where the company has an account and deposit cash directly into the current account using an advertisement for cash deposits. In this case, this 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 applies immediately from the date of creation of the organization. Therefore, if the limit order was not immediately accepted, then the money must be immediately transferred to the current account, otherwise this will constitute a violation of cash transactions.

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

Attention! If a company is organized by several persons, then the total amount of capital must be divided between 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 set the amount of the authorized capital in proportion to the number of owners. For example, three individuals 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 of authorized capital

Order of increase

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

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

An increase is permitted only when the authorized capital is formed and equal to that stated in the statutory documents, and the share of each owner is equal to the indicated one.

Entering a participant is allowed only when the company’s constituent documents do not include a direct prohibition on adding third parties to the company’s founders. If this is not the case, then any person has the right to file 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, and the timing of this event.

If it is decided to increase the amount of capital by adding additional funds, this can be done either by each owner or by just one person. 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 necessary to convene a general meeting of founders.

If the only participant wants to make a larger share, he makes a request addressed to the manager, indicating the size of the final share and 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 volumes so that the percentage of shares of all owners does not change. Property for increase is withdrawn from the organization’s net assets only after the financial statements for the past year have been adopted at the annual meeting.

Decrease order

Reducing the total amount of the authorized capital is allowed only if the share of each participant is reduced in equal proportions. This means that the overall ratio of shares should not change after this. 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 organization’s debts. 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 can demand that the company repay the debt.

An organization can reduce its authorized capital by issuing cash or by withdrawing part of its property. Moreover, 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. Nevertheless, numerous judicial practices are available, when during the proceedings the court took both one side and the other.

The law stipulates several cases in the event of which an organization is obliged to carry out a 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 remaining founders were unable to divide or pay off his share.

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Important! The decision to reduce capital must be made at a general meeting of participants with at least 2/3 of the votes. The only participant in society makes this decision independently.

Russian legislation stipulates that in order to register an LLC it is necessary to contribute the authorized capital. Without this procedure, the Company will not be registered, but the minimum amount is not so large as to seem unaffordable even for one person - 10 thousand rubles. It’s even easier to divide it between several co-founders. Why is it necessary to contribute authorized capital, how is it formed, how to contribute it, and what structure does it have?

Why do you need the authorized capital of an LLC?

The need to introduce it is due to a number of factors:

Due to the fact that such a norm is prescribed in the Legislation, the contribution of the authorized capital is one of the guarantees that the activities of the Company will be registered in accordance with the Law.
This contribution is a guarantee for creditors that the obligations assumed by the founders of the LLC will be fulfilled to the former.
It becomes one of the basis for determining the shares of the founders in the Company and the votes that they have when resolving important issues related to the activities of the enterprise.

The shares of each founder in the authorized capital, which is the enterprise fund formed during its organization, do not necessarily have to be equal. At the same time, the share of each participant must be determined, which, first of all, is necessary for him to determine the degree of his influence within the framework of the enterprise’s activities.

Minimum authorized capital

There are a number of activities for which the amount may differ, and significantly.

First of all, this issue can be regulated by local authorities, but less 10 thousand rubles there cannot be an authorized capital.

In addition, the Law provides for the following minimum amounts for the following areas of activity:

The authorized capital for insurance companies operating in the field of health insurance is 60 million rubles;
the amount for insurance companies operating outside the medical field is 120 million rubles;
for producers of alcoholic beverages, the amount of authorized capital is 80 million rubles;
gambling organizers must deposit an amount of 100 million rubles;
depending on the type of license for non-banking organizations, the minimum amount of authorized capital is determined at 90-180 million rubles;
banking organizations need to deposit 300 million rubles.

These amounts may also be different depending on local legislation, including downwards.

As for the maximum size of the authorized capital, the founders of the Company determine it at their discretion and register it in.

Formation of the authorized capital of LLC

As a rule, information about it is contained in the Charter of the Company. Until 2014, at least half of the required amount had to be generated by the time of state registration of the enterprise. In 2017, amendments were made to the Legislation, according to which payment must be made within 4 months after the creation of the LLC.

The required amount is deposited into the cash office of the Tax Inspectorate or into a savings account. Upon completion of registration of documents and their delivery to the founders of the enterprise, it is transferred to the company’s current account.

If any of the founders of the organization does not pay their share in a timely manner, he may be subject to penalties, provided that such measures are determined by the Charter. The unpaid share in this case can be taken away from the defaulter through alienation and divided among other founders. One option is to sell it to third parties.

An organization can use these tools for its own purposes:

payment of wages to employees;
procurement for the activities of the enterprise;
payment for rent of premises, etc.

The procedure is carried out in strict accordance with the Law.

It can be carried out in several forms:

money;
through the alienation of property on account of the authorized capital;
shares and other securities.

When it comes to contributing property, there are several important points to consider:

the minimum amount of authorized capital must be contributed in money;
an independent appraiser must be involved in the process, who will evaluate the contributed property;
as soon as it is contributed, the property can immediately begin to be used in the activities of the enterprise.

The law also provides for such a method of contributing the authorized capital as the right to use any property. This option is considered not the most acceptable, since these rights are very easily disputed, which entails a lot of paperwork.

The procedure for adding property to the authorized capital of an LLC is carried out as follows: algorithm:

The appraiser evaluates the contribution.
Next, the founders must approve the assessment made. It is considered approved only if there is a unanimous decision of all founders.
Information regarding the valuation of property is included in the Charter or minutes of the meeting of participants. It must also be included in the agreement concluded between them if there are more than two founders.
The property is recognized as a contribution and transferred to the organization’s balance sheet with the drawing up of a corresponding acceptance certificate.

Depending on the method of contributing the authorized capital, the following types are distinguished:

Share capital, formed at enterprises whose activities are regulated by other documents other than the Charter.
Charter capital formed by the contributed property.
Unit trust, which often happens in cooperatives. It represents the totality of contributions from all founders of the organization.

Lawyers advise entering all the little things, even those that may seem insignificant, into the agreement and the Charter of the LLC. This will allow you to avoid many controversial issues in the future, and if they arise, resolve them without unnecessary problems.

As for paying the contribution in cash, this can be done in two ways:

by transferring money to a special account;
at the cash desk of the Tax Service.

The most common option of the two listed is the first one, since it is more convenient. Registering an account requires money, but this procedure for registering the Company still needs to be completed, so it is more convenient and faster to do this in advance and use the account already in the first stages of registration.

Each of the founders transfers money to the created account, and then a receipt for this is sent to a special service - the Tax Inspectorate.

The second option can also be used, and it will not cause any difficulties, but it has one drawback - the size of the commission exceeds that charged for a bank transfer. This option also has an advantage - by using it, you will not have to worry about notifying the Tax Inspectorate about making the contribution.

You can learn more about contributing and increasing the authorized capital of an LLC from this video.

Custody of authorized capital

Speaking about where it is stored, you need to understand that this is a kind of fund that is used to carry out the activities of the Society, and its existence, in fact, is only a documentary formality.

After transferring these funds to the organization's account, they are used for its needs. The legislation of the Russian Federation does not prohibit the spending of these funds by the Company at the discretion of its founders.

Change of authorized capital of LLC

It can be carried out both in the direction of increase and in the direction of decrease - it depends on the goals being pursued, and in the second option, also on the extent to which the Law allows this to be done.

The need to increase the size of the authorized capital is usually dictated by the emergence of new participants and shareholders in the LLC.

The larger the authorized capital of an organization, the more confidence it inspires among potential shareholders, partners, creditors, etc.

There are reasons for this too. The main ones:

the enterprise incurs losses and is in fact not profitable;
the shares transferred to it have not been distributed in the Company.

Algorithm for changes in authorized capital regardless of whether they are positive or negative, the same:

Preparation of a package of documents. It includes an application drawn up in accordance with form P13001, a document confirming the payment of the state duty, a decision of the founders of the Company to make changes to the authorized capital, a document indicating that the new shareholder (if one appears) has contributed his share, and the amended Charter. All documents must be certified by a notary.
Submitting a package of documents to the Tax Service. It is imperative to obtain a receipt from the inspectorate employee confirming that he has received the documentation.
Receiving new documents from the Tax Inspectorate.
Notifying all persons who are interested in this about the changes made.

Each of these points must be completed.

The law of the Russian Federation states that when liquidating an LLC, shareholders must first pay off all their debts to creditors, partners, banks and other organizations and persons. After this, profits and authorized capital can be distributed between them in shares proportional to those that each of them contributed to it.

Starting any business carries with it certain risks, and opening an LLC is no exception. But by correctly spelling out all the nuances, the founders can protect themselves as much as possible from disputes, including those related to the authorized capital.

Authorized capital is a complex of material and monetary resources that provides the starting base for the founding and development of an organization. From a legal point of view, the authorized capital of an organization is the cash equivalent of the company’s property, which will be used to repay the loan when debt arises.

In this article you will read:

What is the authorized capital of an organization
When it is formed
What does the authorized capital consist of?
How to properly divide capital into shares
Subtleties in accounting for the authorized capital of an organization
Why is it necessary to conduct an audit and analysis of the authorized capital?

What is the authorized capital of an organization

Authorized capital is the sum of all assets that the founders invest in creating an enterprise, for example, a partnership or joint-stock company. The authorized capital of a commercial organization is needed to start activities and further return funds to its lenders as the enterprise develops and becomes established. It follows from this that over time this asset of the company does not disappear, but remains; moreover, the size of the authorized capital of the organization in the future will increase several times in the best scenario.

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It can be concluded that the main function of the authorized capital of an organization is the insurance of partners and creditors, in relation to whom the enterprise has a number of obligations. Unlike other types of capital, the size of the authorized capital of an organization has a certain and fixed value established when creating a legal entity. In this regard, the company is responsible for maintaining the amount of the authorized capital at the required level in accordance with the statutory documents.

It often happens that at the time of closure of the organization, the size of the authorized capital does not satisfy the reimbursement of all costs to the persons to whom the organization had obligations. The size of the authorized capital of an organization is the difference between the obligations of a legal entity and its property.

What is included in the authorized capital of the organization

The composition of the organization's authorized capital is represented by shares, the number of which is determined by the charter. The formation of the authorized capital of an organization in accordance with the Civil Code of the Russian Federation occurs at the expense of: the nominal value of shares purchased by shareholders and the value of property that was transferred by the company to its founders. This may include various buildings, structures, equipment, cash and securities in any currency. A contribution to the authorized capital of an organization can be made by transferring rights of use to natural resources, land and water, as well as intellectual property. Based on current market prices and the collective decision of company participants, it is possible to evaluate contributions in the form of property and property rights. Based on the results of this decision, the share of participation of all contributions in the authorized capital is determined, and its value is distributed among all the founders of the company. At the time of establishment of the organization, shares should not be publicly available for sale.

How the authorized capital is divided into shares

The authorized capital of commercial organizations is divided into shares when the number of partners in them is more than one. The amount of the partner’s share is expressed as a fraction or percentage, for example, 50% or ½. The real value of a partner's share is actually comparable to the value of the company's assets, i.e. they are directly proportional. This means that if the company’s net assets are equal to 100 thousand rubles, and the participant’s share is 25%, then the actual value of the share will be 25 thousand rubles.

The company's charter may limit the size of a partner's share and the right to change the ratio of shares of participants. These provisions of the Charter are provided for at the stage of creation of the organization or are subsequently changed or completely removed from the Charter. Any changes to the Charter are discussed by all members of the company at a general meeting.

What functions does the authorized capital perform?

1. The starting function expresses the ability of shareholders to have the right to private entrepreneurial activity. The profit received after a certain period of time, subject to the successful operation of the organization, may significantly exceed the size of the authorized capital of the organization. Despite this, the authorized capital will still be the most reliable liability item.

2. Warranty function. The authorized capital of a commercial organization is a guaranteed minimum and a certain component of the company that is necessary to return funds to creditors. Therefore, it is extremely important to encourage the participants of the company to organize the capital in fact and maintain it at the level determined by the Charter. Achieving these goals occurs in accordance with the following provisions of the Civil Code:

clause 3 art. 99 of the Civil Code of the Russian Federation, which prohibits subscription to shares until full payment of the authorized capital is completed;
clause 3 art. 102 of the Civil Code of the Russian Federation, in accordance with which, makes it impossible for shareholders to receive dividends even in the case of fully paid-up authorized capital.

3. A function that determines the share of participation in the authorized capital of the organization of each founder in the company. The authorized capital is divided into parts, and each part has its own nominal price. The share and position of a shareholder in the company is determined by the ratio of the amount of one share price to the amount of capital. The lowest nominal share price helps to successfully attract a wide range of people to participate in the organization. This, in turn, will allow you to accumulate funds. It is worth noting that if the number of shareholders exceeds 50 people, this organization must change into a closed joint stock company.

How is the authorized capital formed?

The formation of the authorized capital of an organization is carried out in various ways and depends on the chosen organizational and legal form of the enterprise. There are two main types of forms of organization for legal entities:

Partnerships;

Joint stock companies.

The difference between these forms is as follows: by purchasing shares that provide the right to own part of the enterprise, the participant becomes a co-owner of the joint-stock company. To become a co-owner in a partnership, you must be among the founders, make a contribution to the authorized capital, or buy out the share of one or more partners.

It can be concluded that the formation of the authorized capital of a joint-stock company is carried out through the sale of shares, and of a partnership - thanks to the contributions of the founders, through which they have the opportunity to obtain a share in the ownership of the enterprise. Another distinguishing feature between these types of organizations is that in joint stock companies there are many more owners, and their composition changes faster and much more easily. However, this does not apply to closed joint stock companies.

It is important to note that the board of a joint stock company is carried out by a general meeting of shareholders, and the management of the partnership is carried out by all its members jointly. This difference between these forms of organization indicates that for small enterprises it is more convenient to organize a partnership, and for larger ones - a joint-stock company.

There are other, less popular forms of organization - these are municipal enterprises and cooperatives. The formation of a municipal company occurs at the expense of local and national budgets. Such creation of the authorized capital of a commercial organization does not mean the founding of a new institution; it is the renaming and reorganization of an existing institution.

Contribution to the authorized capital of another organization occurs at the expense of shares of its participants. Cooperatives are primarily made up of people who are both the owners of the enterprise and its employees. The difference between cooperatives and partnerships is that they usually have a significantly larger number of participants and the size of the investment in the company does not depend on the right to participate in its management and receive significant dividends. The responsibility of the owners of cooperatives is much higher than the responsibility of the members of the majority of partnerships. It can only be compared with the liability of members of a full liability partnership. Most partnerships have partial liability. The size of the authorized capital of such an organization, as a rule, is insufficient to reimburse all costs in the event of bankruptcy of the company.

What can be done in this situation? In accordance with the law, persons towards whom the partial liability partnership has any obligations must be clearly prepared to resolve possible problems based on the authorized capital fund. The personal property of partnership members or their income from participation in other partnerships cannot be used to pay off debt in the event of bankruptcy.

How does capital change occur?

The size of the authorized capital of the organization in favor of increasing occurs if the following conditions are met:

Involving funds from the founders of the enterprise in addition to previously invested, attracting new founders, as well as additional issue of shares or increasing their actual value;

The desire to increase reserve and additional capital, net profit by exceeding the plan, as well as dividends, i.e. founder's income;

Acquisition by state unitary enterprises of additional sources of financing in the form of subsidies from municipal and state bodies.

Reducing the authorized capital of an organization is possible in the following options:

Purchase of shares by a joint-stock company, and the prospect of their further cancellation, as well as the loss of one or more founders of the organization;

Reaching the size of the organization's authorized capital to the size of net assets, eliminating unreimbursed losses and repaying them by reducing the value of shares and repaying losses by reducing the contributions of the company's participants;

Confiscation of a certain share of the authorized capital from a unitary enterprise.

Does the owner need to pay taxes in connection with a change in the authorized capital?

Elena Muratova, head of tax practice at the Russian Consulting Club in Moscow:

Increase the authorized capital. If, in the process of revaluation of fixed assets, there is an increase in the composition of the authorized capital of the organization, and, as a result, the acquisition by shareholders of a participation interest or shares in excess of those already existing, then in this case this cannot be considered taxable income, and personal income tax should not be paid (according to paragraph 19 Article 217 of the Tax Code of the Russian Federation). As for retained earnings and the increase in authorized capital due to this, the Ministry of Finance and the Federal Tax Service of Russia does not explain anything in Article 217 of the Tax Code. We can conclude that this profit in the form of receiving shares and securities is the income of shareholders.

With this option, it will be necessary to pay personal income tax (letters from the Ministry of Finance of Russia dated March 12, 2010 No. 03-04-06/2-30, dated April 28, 2007 No. 03-04-06-01/133, dated January 26, 2007 No. 03-03 -06/1/33, dated December 19, 2006 No. 03-05-01-04/336 and the Federal Tax Service of the Russian Federation dated June 15, 2006 No. 04-1-03/318). However, judicial practice indicates the opposite. As an example, consider the resolution of the Federal Antimonopoly Service of the North-Western District dated April 23, 2008 in case No. A26-3819/2007. Just one founder of Meridian LLC, using retained earnings, increased the size of the organization’s authorized capital. However, the tax committee concluded that in this case the head of the LLC must pay personal income tax, but the court ruled that the process of increasing the size of the authorized capital was recorded in the company’s accounting accounts, and no deductions were made to the owner of Meridian. A similar position of the court can be found in other decisions: FAS North-Western District dated April 2, 2009 No. A56-9244/2008, FAS Ural District dated May 28, 2007 in case No. F09-3942/07-S2, FAS East Siberian District dated July 25 .2006 in case No. A33-18719/05-F02-3629/06-S1. Therefore, I strongly advise you to go to court if you, a participant or shareholder of an LLC, have been assessed a penalty or fine by the Tax Committee after increasing the authorized capital.

Let's look at the option in which a participant in an organization is a legal entity. Is income tax paid after increasing the authorized capital and property of the organization in this case? The answer is: it all depends on the legal form of the company - LLC or CJSC (OJSC). According to the Tax Code and subparagraph 15 of paragraph 1 of Article 251, it is established that profit from the difference between the price of new shares and the cost of starting shares, as well as shares received additionally in the process of increasing the authorized capital of a commercial organization (if the shareholder’s share does not change) is not taken into account in company). Officials believe that in this situation, the founders of the LLC, acting as legal entities, generate non-operating income, which must be taken into account when calculating income tax (see letter of the Ministry of Finance of Russia dated February 18, 2009 No. 03-03-06/2/ 23). I recommend listening to the advice of tax inspectors because judicial practice has not developed on such issues. If your company is simultaneously a participant in another LLC and still decides to file a complaint regarding the accrual of income tax in the process of increasing the size of the organization’s authorized capital, then you can apply the following justifications: the first is the lack of economic benefit (clause 3 of Art. 3 of the Tax Code of the Russian Federation), secondly, the principle of non-discrimination is destroyed because different approaches are used to JSCs and LLCs in similar situations (clause 2 of Article 3 of the Tax Code of the Russian Federation).

Reduction of authorized capital. When reducing the authorized capital of an organization, two questions arise:

Should the company itself pay taxes if its capital has been reduced by its installation?
Do shareholders of a company have to pay taxes, and if so, what taxes?

The first question can be answered by determining whether payments to shareholders were made of the funds released by reducing the authorized capital. If there is non-payment, the company generates unrealized income equal to the released amount. The company will need to pay income tax on this income (clause 16 of Article 250 of the Tax Code of the Russian Federation, resolution of the Federal Antimonopoly Service of the Central District dated July 2, 2009 No. A35-3805/08-C21, Federal Antimonopoly Service of the North Caucasus District dated April 7, 2008 No. F08-1417 /08-503A). The exception is when the authorized capital of an organization is reduced in cases prescribed by law, and not on the initiative of the founders or shareholders. For example, the size of the authorized capital of an organization is higher than the value of net assets (clause 3 of Article 20 of the Federal Law of 02/08/1998 No. 14-FZ “On Limited Liability Companies”). When a closed or limited liability company transfers to shareholders the funds that will appear after reducing the authorized capital, you will not have to pay income tax, because in this situation, the company does not receive income.

The solution to the second question always causes disagreement. Legislators believe that funds arising from a reduction in the authorized capital of an organization should be paid towards personal income tax and taken into account in profits (UFTS, Ministry of Finance of Russia dated November 10, 2006 No. 03-03-04/1/749). However, the court does not agree with this opinion of legislators. In their opinion, shareholders in such a situation do not have economic benefits because they are returning funds that were previously invested in the authorized capital. That is why this capital cannot be considered profit (Resolution of the Federal Antimonopoly Service of the Moscow District dated September 8, 2009 No. KA-A41/8762-09). This means that if you, as a participant or shareholder of an organization, are charged with paying personal income tax, you can go to court and appeal it. In the event that a participant in an enterprise is a legal entity, there is no clear answer as to whether he will have to pay tax on income from the amount of funds acquired from reducing the authorized capital of the organization. There is no judicial practice on this topic, but it will still be necessary to fight in court for a conclusion on the abolition of tax payment. The reason for this is a very vague legal basis in this matter: there seems to be no economic benefit, there is no need to pay tax, but in accordance with Chapter 25 of the Tax Code of the Russian Federation, there is no clear answer as to whether it is possible not to take this capital into account in taxable profits.

How to do capital accounting

Accounting for the authorized capital of the organization is carried out on the stock passive account 85 “Authorized capital”, the credit balance in this situation is the amount declared, i.e. registered capital. The debit of this account indicates a decrease in the authorized capital of the organization due to compensation for losses, the elimination of one or more shareholders, or the complete termination of the enterprise's activities. The increase in the authorized capital is expressed by a credit account of 85.

After the enterprise has registered and received a certificate of registration, the following entry is made in the accounting of the authorized capital of the organization:

“D-t sch. 75-1 “Settlements with founders for contributions to the authorized (share) capital” - the amount of registered capital,

K-t sch. 85 “Authorized capital” – the amount of registered capital”

The posting determines the existence of the authorized capital of a commercial organization and the debts of shareholders on deposits that participate in the formation of the authorized capital of this organization.

To analyze the authorized capital of an organization, active sub-account 1 “Settlements with founders for contributions to the authorized (share) capital” and active-passive account 75 “Settlements with founders” are used.

The company will receive a permanent certificate of registration instead of a temporary one after crediting funds equal to at least 50% of the registered authorized capital to the current account of the organization D-t. 51, Kt. 75-1.

The formation of the authorized capital of an organization occurs through contributions of various types: intangible assets, fixed assets, in the form of materials or other valuables, in funds of various currencies. In parallel with making contributions, shareholders write off their debt from the credit of account 75-1:

Dt sch. 01, 04, 10, 50, 51, etc.,

K-t sch. 75-1.

Accounts that can be debited:

– account 01 “Fixed assets” - displays received fixed assets;

– account 04 “Intangible assets”, if they are included in the authorized capital of the organization;

– account 10 “Materials”, if materials are included in the authorized capital;

– account 12 “Low value and wearable items”, if the shareholder has included them;

– accounts 50 “Cashier”, 51 “Current account”, 52 “Currency account” if the funds are a deposit;

– account 41 “Goods”, goods that are subject to future resale and are the participant’s contribution.

Participants of the organization have the right to change the size of the authorized capital. After legal registration of all amendments made regarding the size of the organization’s authorized capital, the necessary entries are generated that adjust the value of capital in account 85:

Dt sch. 75 – amount of reduction in authorized capital,

K-t sch. 85 – amount of reduction in authorized capital;

Dt sch. 85 – amount of increase in authorized capital, K-t account. 75 – amount of increase in authorized capital.

The value of intangible assets and tangible assets acting as contributions to the authorized capital is determined in agreement between the founders. The same principle is used to analyze the authorized capital of an organization based on deposits and determine the value of securities and other monetary assets.

Valuation of currency and currency values is carried out at the official exchange rate of the Central Bank of the Russian Federation at the time of depositing these values.

The assessment of property and currency that are contributed to the contributions participating in the authorized capital of the organization may differ from the assessment in the constituent documents. In this case, the difference will be written off to account 87 “Additional capital”. This account will show a positive difference in estimates for the debit of the currency, currency valuables and property accounts. The negative difference is reflected by a reverse accounting entry. This scheme for writing off differences in currency exchange rates and prices makes it possible not to change the shareholder’s share in the authorized capital, which is indicated in the constituent documents.

The ownership right to property transferred for management and use of the organization belongs to shareholders and investors. It is assessed by the amount of rent for this property, calculated for the full period of its use in the company, however, not for a period exceeding the time of its existence.

Why do you need an audit of an organization's capital?

An audit is a check of an organization according to its accounting, i.e. financial statements in order to determine an opinion on their reliability. The result of the audit is the receipt of an audit report. It is often customary to refer to audits as inspections in various non-financial areas of activity, for example, fire audits. The official meaning of an audit applies in particular to financial audits and is described in the Law “On Auditing Activities”.

Who conducts the audit? Individual auditors and audit companies carry out audit activities. An auditor can be called a person who has received the appropriate knowledge and certification as an auditor. The audit company's staff must consist of at least three auditors. Audit companies and auditors must be members of a self-regulatory organization (SRO) of auditors.

What are auditors guided by? Audits are carried out in accordance with the Federal Law of December 30, 2008 N 307-FZ “On Auditing Activities” and the Federal Auditing Standards. Also, there is a Code of Professional Ethics for Auditors, which defines his relationship with the client and the main methods of behavior of auditors.

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Who needs an audit? There are two types of audit: proactive - at the client’s own request and mandatory - legislation obliges the client to certify his financial statements every year. By law, all large and socially significant organizations must undergo an audit.

What happens when evading a mandatory audit? In Russian legislation, at present, there are no fines for evading a mandatory audit.

Quality of audits. There is external and internal quality control. External control is when the quality of work of an auditor or audit company is checked by the SRO, and at certain points by Rosfinnadzor. And internal quality control in each organization is carried out by its own internal audit system.

Why do you need an audit of the authorized capital? The task of monitoring the formation of the authorized capital of an organization is to determine the compliance of the organization’s constituent documents with the functioning legislation on the correct formation and change of its authorized capital. The methods for obtaining data for conducting an audit are the same as for an audit of statutory documentation. These two items are formally tested in parallel. To audit the authorized capital of an organization, it is necessary to carry out a thorough analysis of documents that confirm the rights to land plots and real estate objects made by shareholders as a contribution to the authorized capital of the organization.

Verification plan and program. The purpose of the audit is to determine who the shareholders of the company are, to find out the amount of the authorized capital and the size of the share of each participant, methods of distribution of net profit and deduction of dividends. In order to achieve these audit goals in the formation of the authorized capital of the organization, it is necessary to solve the following tasks:

1) Check the procedure for forming the authorized capital;

2) Study the structure of the authorized capital.

During the inspection, be sure to pay attention to the ratio of the authorized capital of a commercial organization to the amount of net assets. Auditors can make recommendations to reduce the authorized capital of the organization to the value of assets if net assets are lower than the authorized capital. If, at the end of the second and each subsequent reporting year, the value of net assets remains below the minimum authorized capital determined by law, the audit organization does not have the right to use the going concern principle in relation to such an enterprise.

The results of the audit are summarized based on the objectives and goals of the audit of this section in the working documents. The results include the following information:

1) Correspondence of the credit balance on account 80 to the amount of the authorized capital specified in the constituent documents;

2) Have the auctioneers’ shares been paid in full;

3) A decrease or increase in the authorized capital has occurred, whether justified or not;

4) Are there any documents confirming financial and business transactions;

5) Is the enterprise operating without a license, etc.

Auditors pay special attention to the accounting and payment of dividends, as well as the accuracy of accrual and timely payment of taxes and other mandatory payments on this profit.

What does an analysis of an organization’s authorized capital provide?

When analyzing the authorized capital of an organization, the main task is to monitor the formation of invested capital, a significant component of which is the authorized capital. By applying the analysis of invested capital, it is possible to estimate ratios, the calculation of which requires data from the constituent documents of the organization.

1. The ratio between announced and placed shares. Reflects the potential probability of additional placement of shares to those already placed. The company does not have the right to additionally place shares if the company's Charter does not contain a provision on declared shares.

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2. The ratio between paid and unpaid outstanding shares. The company is negatively characterized by the presence of unpaid shares, i.e. debts of shareholders on contributions to the authorized capital of a commercial organization. The value of shares that have not been paid will reduce the organization's equity.

3. The ratio between own shares purchased from shareholders and shares that are in circulation. On the company's balance sheet, own shares may be formed as a result of these circumstances: the exercise of the right of shareholders, under certain conditions, to call on the company to buy them; receipt of previously placed shares as a result of a decision made by the board of directors or general meeting of the company. For analytical purposes, the authorized capital can be reduced by the amount of own shares purchased from shareholders.

4. The relationship between the nominal price of outstanding shares and share premium. Reflects the level of overestimation of the value of outstanding shares relative to their par value.

All of the above ratios are applicable to joint stock companies.

A significant function of the authorized capital is the share function. In relation to this function, the control scheme in the organization determines the structure of the authorized capital or the share of shareholders in the authorized capital. The financial and economic condition of an enterprise mainly depends on who manages the organization. That is why, in the process of analysis, it is paramount to assess the structure of control of changes in this structure, as well as formulate a conclusion about the “effectiveness” of the owners of the organization. Find out the degree of their competence and level of interest in the future development of the company.

The most common ways to strengthen control in joint stock companies are:

1. Purchase of shares by enterprise participants or third parties who benefit from the consolidation of control;

2. Purchase of shares by a joint-stock company with their subsequent transfer to interested parties or their complete redemption. The above actions will cause each remaining shareholder's stake to increase.

3. Issue of additional shares by private subscription and redemption of secondary issued shares by interested parties.

4. Formation of a subsidiary through restructuring. Shares of a subsidiary are used to cover expenses associated with the purchase of shares of the parent company, or other restructuring models with the creation of a subsidiary.

5. Reorganization in the form of spinning off a new company, the shares of which are acquired by the joint stock company itself. Further, these shares, which are on the balance sheet of the joint-stock company, are redeemed by interested parties.

Current assets of an enterprise: concept, management and analysis

According to the law, the amount of net assets belonging to a joint-stock company cannot be lower than the size of the authorized capital. Therefore, it is extremely important to analyze the value of net assets and their proportionality to the authorized capital. When analyzing the net asset value, you should identify and evaluate the factors that affect its size.

The essence of factor analysis is to calculate changes in the following balance sheet items. Items with the “*” sign have an impact on the value of net assets from the opposite, i.e. their decrease will lead to an increase in the value of net assets and vice versa:

Authorized capital;
- own shares purchased from shareholders*;
- Extra capital;
- Reserve capital;
- retained earnings;
- uncovered loss*;
- debts of shareholders on contributions to the authorized capital*;
- profit of future periods.

The data, which is calculated on the basis of the net asset value, has enormous analytical significance because the adoption of important decisions for the founders of the company depends on them.

Information about the author and company

Elena Muratova, Head of Tax Practice at Russian Consulting Club, Moscow. "Russian Consulting Club". Area of activity: legal consulting (corporate, tax, international), legal protection of assets. Form of organization: LLC.
Location: Moscow. Number of staff: 26. Main clients: 1st Processing Bank, Profi Center Invest group of companies, Art-Building, Razgulay, RBC, B. Tween Invest, Eastway Capital, Energoplan, Kapsch TrafficCom, Vantage Club .

When you register a limited liability company, first of all you need to think about the formation of the authorized capital (authorized capital). It represents the totality of the founders (at nominal value). From the legal side, the management company is a property zone of responsibility to creditors; from the economic side, it is the financial basis for the fruitful start of a profitable business. What does the authorized capital of an LLC mean and how it is formed, we will explain in the article.

After the necessary payments, the remaining part of the property is distributed among the company's participants in a certain order: first, the amount of distributed but not yet transferred net profit is paid, then the remainder is given in proportion to the founders' contributions 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 capital should, one way or another, be used to make a profit and spent only on its needs. The money can be spent on rent, employee salaries, and utility bills. Real estate is converted into warehouses or offices where staff work or production processes take place.

Many business owners wonder how the authorized capital is stored. It turns out that this fund is used in 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 society.

Since your authorized capital is a property guarantee to creditors, it is better to provide them with the opportunity to find out its real size and document this. Remember, the larger the authorized capital, the higher the partner’s reliability status.

What does the authorized capital of an LLC provide?

For the founders, the shares they contribute determine the amount of regular income, since the distribution is proportional to the contribution of each of them. In addition, the owner of the share has the right to vote, manage the affairs of the company, receive the full value of the contribution from the founders of the company, as well as the right to part of the property upon liquidation.

Each share is disposed of by the founders themselves: the share can be donated or inherited. The withdrawal (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 when purchasing) or an outsider (Article 93 of the Civil Code of the Russian Federation).

The size of the enterprise's capital affects the ability to engage in certain activities that require a license. For example, to sell alcoholic products, you need an authorized capital of 50 thousand to 1 million rubles, depending on the territorial location. Its size determines whether you can take out 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 funds and assets invested in a 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 their shares.

There is an authorized capital. Its presence as part of the company's property is a requirement of the legislation of the Russian Federation. The formation of appropriate capital has quite a lot of nuances. When solving this problem, it is necessary to follow the legislation and take into account the specifics of a particular business entity. Why does a company need authorized capital? How is it formed and corrected?

What is authorized capital?

Before talking about how the authorized capital of a company is formed, let us study in more detail the essence of this financial element. What are the most popular views among economists regarding its definition?

Authorized capital is traditionally understood as the amount of fixed assets and current assets owned by an enterprise and, as a rule, reflects the amount of money invested in the business.

It is worth noting that the civil legislation of the Russian Federation requires that the authorized capital be distinguished from other funds with similar purposes. Such as, for example, share capital (formed in partnerships), mutual fund (used in cooperatives). Actually, the authorized capital characterizes the activities of business companies - JSC and LLC. The noted types of funds differ according to their status and purpose. Thus, share capital is generally similar to authorized capital, but they differ significantly according to such a criterion as the responsibility of co-investors for the company’s obligations.

Authorized capital is part of the company's own funds, which can also be represented by borrowed cash receipts. Along with it, the structure of the company’s own funds includes additional and reserve funds, as well as retained earnings of the organization. What are the financial elements that are included in the composition of the organization’s own funds?

Additional capital is the totality of:

monetary amounts reflecting the revaluation of fixed assets;
share premium of a business company;
property received by the company free of charge;
monetary amounts reflecting budgetary allocations.

Reserve capital is a monetary fund, the purpose of which is the urgent fulfillment of credit and other obligations of the company in the event of a lack of working capital, the imposition of penalties on it, or the emergence of a difficult market situation. For some companies, the formation of a reserve fund is mandatory - for example, for joint-stock companies. Relevant businesses must allocate at least 15% of their authorized capital to the reserve fund.

Retained earnings are the portion of cash generated after the company has received income and made all necessary payments. This resource can be used to form various corporate funds and invest in business. Retained earnings can be cashed out at the request of the company owner.

Functions of authorized capital

Another aspect that will be useful to consider before examining the procedure for forming the authorized capital is its functions. Experts highlight the following list of them.

Firstly, this is an investment function. The authorized capital ensures the circulation of financial resources used for the purchase of various resources necessary for the business.

Secondly, this is a redundant function. It involves the formation of funds in the structure of the company's assets, at the expense of which certain payments can be made in the event of a lack of turnover - for example, on loans or preferred shares.

Thirdly, this is a structural distribution function. It involves the distribution of the company's profits among investors based on their share, primarily in the authorized capital of the company.

What is included in the authorized capital?

Now let’s study the actual way in which the authorized capital is formed. The first question that will interest us is: what is included in the corresponding fund of the enterprise, what resources can it consist of? Formation of the authorized capital is possible practically at the expense of any assets characterized by monetary value and liquidity. This could be cash, securities, property.

At the same time, the assessment of their value and at the same time the amount of the contribution of a particular investor can be carried out both based on the results of an agreement between him and the partners, and in accordance with the norms established by law. In the second case, the assessment of the value of assets forming the authorized capital can be carried out with the involvement of external experts.

In general, the sources of resources from which the main financial fund of an enterprise can be formed can be classified into 2 main categories: own and borrowed. But it should be noted that this classification should be considered separately from the assets and liabilities of the company. That is, outside the distribution of the entire capital of the organization into its own and borrowed capital. The first is characterized by reserve, savings, trust funds, retained earnings, rental revenue, and depreciation compensation. Borrowed sources include credit funds - short-term or long-term. The authorized capital can be formed at the expense of only actually own (possessed by the founder or investor) or borrowed (issued on credit by the entrepreneur) funds.

Thus, according to formal criteria, the authorized capital cannot be borrowed, since credit funds issued to the organization form its debt obligations. In turn, the authorized capital, as we noted above, is precisely the source of repayment of the company’s debts.

Requirements for the formation of authorized funds

In the legislation of the Russian Federation there are a number of requirements that must be met by the formation of the authorized capital of an enterprise. First of all - financial. Thus, the minimum amount of authorized capital must correspond to:

10 thousand rubles, if the company is an LLC or non-public joint stock company;
100 thousand rubles, if the company is a public joint stock company.

If we are talking about the formation of the authorized capital of a state-owned enterprise, then its minimum value should be 5 thousand minimum wages. In municipal enterprises, the corresponding capital must be at least 1 thousand minimum wages. The formation of the bank's authorized capital involves investing at least 300 million rubles in its composition.

As we noted above, the resources for the formation of the corresponding funds can be any assets with a monetary value. However, there are a number of nuances that characterize investing in the minimum authorized capital established for business companies. The sources of its formation, if we are talking about an LLC, can only be presented in the form of cash.

The minimum capital of an LLC is 10 thousand rubles, and it must be deposited into the company's current account in rubles. In turn, if you need to increase the authorized capital, the sources of formation of its additional volume can be not only monetary, but also presented in the form of other resources - movable or immovable property.

It will be useful to study in more detail how their cash equivalent is determined when we are talking about the formation of the authorized capital of an LLC - as one of the most common legal forms of business in the Russian Federation.

Valuation of property forming the authorized capital

In accordance with the current norms of the legislation of the Russian Federation, regardless of the value of the property that is supposed to be included in the structure of the authorized capital of the LLC, an external expert must be involved in its assessment. It may be noted that previously there was a rule in Russian legal acts according to which an application to an appraiser was required only if the value of the property from which the authorized capital of the organization is supposed to be formed exceeds 20 thousand rubles.

Now the law has changed. It is worth noting that the founders of an LLC do not have the right to inflate the value of the property that is supposed to be included in the structure of the authorized capital, relative to the indicator determined by the valuation expert. In practice, the legislative innovation under consideration means that it is more profitable for many companies to increase their authorized capital, as in the case of ensuring its minimum value, at the expense of funds - since the services of an appraiser, as a rule, are quite expensive.

We also note that the Civil Code specifies liability mechanisms in the event that the founders of the LLC and the appraiser agree on an unjustified inflation of the value of the property being appraised.

The procedure for forming the initial authorized capital

Let's study some practical nuances that characterize the procedure for forming the authorized capital.

Again, it will be useful to consider them in the context of establishing an LLC as one of the most popular legal forms of doing business in Russia. Before an LLC is registered, it is not necessary to form an authorized capital. In principle, it will not be a violation of the law to pay it in advance - but it is better to make sure that the Federal Tax Service will correctly enter data about the company into its registers, and only after that form an appropriate financial fund. Moreover, when forming the authorized capital, the founder of an LLC may not be in a particular hurry - he has 4 months from the date of its registration to deposit the required amount of funds into the organization’s current account.

In general, the procedures for the formation of the financial fund in question are similar in the joint-stock company. The formation of the authorized capital of a joint stock company does not have to be carried out before the state registration of the company. But as soon as the Federal Tax Service of the Russian Federation enters information about the company into its registers, within 3 months the founders of the company must deposit 50% of the required amount of funds into the current account to form the authorized capital, the rest - within the next 9 months.

Adjustment of the amount of authorized capital

So, we have studied the essence of the authorized capital of companies and discussed how they are formed. Changing the authorized capital is an aspect that may also be of interest to us. Let's consider it.

A change in the authorized capital by increasing or decreasing it can be carried out by the founders of the company after studying the results of business development during the year. In order to adjust the amount of the corresponding capital, it is necessary to make changes to the constituent sources.

An important nuance: in the process of reducing the size of the authorized capital, the interests of creditors should not suffer. Thus, in accordance with the legislation of the Russian Federation, the founders of a joint-stock company must warn creditors that the company’s authorized capital will be reduced in writing. In this case, the latter have the right to demand that the company repay loans ahead of schedule or compensate for possible losses in connection with the adjustment of the value of the corresponding funds.

In connection with what may be necessary to carry out the procedure in question? The fact is that the initial formation of the authorized capital of companies does not always reflect the specifics of the segment in which the business is to be developed. In some cases, it may be necessary to attract additional financing due to a lack of working capital. Potential creditors can assess the solvency of a business based on the size of its authorized capital. If it turns out to be insufficient, the corresponding funds will have to be increased. In turn, a reduction in the authorized capital is possible if, for example, the volume of the company’s net assets is insufficient and is less than, in fact, the size of the financial funds in question.

Specifics of mutual and budgetary authorized funds

Having studied what commercial authorized capital is and its formation, we can consider the specifics of funds of a similar purpose, but characterizing the activities of enterprises with a different status. For example, production cooperatives, as well as state and municipal structures.

As for the first ones, mutual funds are formed in them. The main source of their education is contributions from cooperative members. It may be noted that part of the mutual funds must be formed by the time of state registration of the business entity. The remaining amount of contributions must be paid into the structure of the corresponding cooperative fund within a year after entering information about the cooperative in state registers.

When establishing state and municipal enterprises, the formation of an appropriate authorized capital is carried out. Its structure is determined by the owner of the business entity. The authorized capital of a budgetary enterprise is paid before its state registration. If it is unitary, then the corresponding capital of the business entity cannot be distributed among any shares. The size of the authorized capital of a budgetary enterprise is fixed in the organization's charter. As we noted above, its minimum value cannot exceed 5 thousand minimum wages - if a state-owned enterprise is being established, or 1 thousand if we are talking about a municipal structure.

If there is a need to increase or decrease the size of the authorized capital of an enterprise, this procedure must be agreed upon with the competent authority. A change in the size of the corresponding capital can be carried out from various sources, for example, through the inclusion of any new resources in the structure of its property or by using the profit received by the state enterprise.

As in the case of changes in the size of the authorized capital of a business company, creditors of the budgetary structure must be warned about the adjustment in the size of the corresponding fund. It can also be noted that the volume of net assets of a state-owned enterprise should not be inferior to the size of its authorized capital.

Accounting for authorized capital

Another important aspect characterizing the company’s use of such a financial resource as authorized capital is accounting for the formation of authorized capital in the organization’s accounting department. It is carried out using the following algorithm.

So, if we need to account for such a procedure as the formation of authorized capital, the accounting department applies entries mainly using accounts 75 and 80. How? Account 80 is used to reflect data on the status and flow of funds related to the authorized capital or its analogues, such as the savings fund. Count 80 is passive. It is assumed that its balance will correspond to the amount of the financial resource in question, established following such a procedure as the initial formation of the authorized capital. Documents recording information about the establishment of a company must contain data on the amount of the corresponding capital.

Entries using account 80 are made not only during the formation of the authorized capital, but also when adjusting it - by increasing or decreasing. At the same time, in order to legitimately change such a resource as the authorized capital, accounting for the formation of the authorized capital and the adjustments made requires preliminary introduction of the necessary amendments to the constituent documents of the company. Only if they are made, the accountant begins work with an account of 80. Information on it can be used by the founders of the company in order to track the dynamics of the formation of the management company.

As we noted above, payment for the authorized capital of a company is carried out upon the state registration of the latter. As soon as this procedure is carried out, and also provided that the constituent documents are in order, the accountant needs to apply entries to the credit of account 80 and the debit of account 75 (when using subaccount 75-1). The fact that the founders’ contributions came to the disposal of the company is also recorded on the credit of account 75 and the debits of those accounts that are related to the accounting of values.

These are the main nuances that characterize the accounting for the formation of authorized capital. It must be carried out correctly, since it involves recording data on the most important financial transactions from the point of view of making management decisions by the management of the enterprise.

Summary

Authorized capital is one of the key financial indicators of a company. It is included in the structure of the organization's own funds. But it is actually formed earlier than the rest - by investing the founders’ funds into the capital structure of the company after state registration, and in cases provided for by law - before it in established amounts.

The authorized capital may be important from the point of view of assessing the solvency of the company by the creditor, the prospects of investing in the business by the investor, and establishing partnerships between the management of the company and other market participants. The rules for its formation depend on the specific type of business entity. The formation of the authorized capital of a bank may differ significantly from the corresponding procedure, which characterizes the formation of the corresponding fund of an LLC, partnership, cooperative, state or municipal enterprise.

For different types of companies, special requirements are established for the size of the authorized capital and the time of its desired payment. It is important to carry out correct accounting of the movement of funds in accounts reflecting transactions with the authorized capital. The formation and change of relevant funds must be accompanied by timely entry of the necessary information into the company’s constituent documents. In cases specified by law, adjustments to the amount of the authorized capital must be carried out taking into account the interests of the company’s creditors.