The authorized capital (AC) is the total amount of the initial shares of the company's participants. Legislation Russian Federation allows you to make changes to the size authorized capital, complying with regulatory requirements. In particular, the consent of all company participants to this procedure is required. Law Firm "PRIORITET" will provide assistance in changing the authorized capital.
8 working days
Included:
Not included:
notary expenses
2-3 months
Included:
registration fee with the Federal Tax Service (800 rubles)
Not included:
notary expenses, expenses for publications in the Bulletin
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Methods and procedure for changing the authorized capital towards an increase
The most popular methods include the following:
- Use of the company's property (for example, additional capital or profit after payment of all established contributions).
- Attracting deposits from third parties joining the organization.
- Increasing the size of contributions of company participants.
These procedures must not be prohibited by the company's charter. They are beneficial because they allow you to use funds before completing the relevant documentation.
Procedure for payment of shares in the authorized capital
You can increase the amount of capital with money, but this is not the only option. It is allowed to pay for the share with objects and rights that have a real value established by a specialist during the assessment process. They are, for example:
- securities;
- intellectual rights;
- real estate;
- vehicles;
- household appliances.
Is it necessary to pay a share in national currency?
The legislation of the Russian Federation establishes a rule to determine the size of the authorized capital in rubles. This does not mean that payment for the share is only allowed in national currency. It is also possible to change the authorized capital in the direction of increase using foreign currency, however, the valuation of shares will take place exclusively in rubles.
When is an increase in the authorized capital necessary?
The legislator has not outlined the range of mandatory situations in which an increase in the size of the authorized capital occurs. A decision on this can be made solely at the request of society. Most often it is caused by a change in the type of activity, expansion of the range of products offered, or an increase in the organization’s turnover. A certain amount of authorized capital is established by law for carrying out certain activities. For example, the amount of 1 million rubles is a licensing condition for the sale of alcoholic beverages. A company that plans to work in this direction is obliged to increase its authorized capital.
How to change the amount of authorized capital downward?
The authorized capital can be reduced as a result of a reduction in the nominal value of the shares of all participants. Another option is to pay off shares, belonging to society. The decision on this must be formalized in accordance with the procedure established by law. Then, within three days, you must report this to tax office at the place of registration of the legal entity. This information is subject to publication in the "Bulletin" state registration" This procedure is initiated and carried out by the society itself, and it is also responsible for violating the established order.
When is it necessary to reduce the authorized capital?
The obligation to change the authorized capital may arise for a company in a situation where, based on the results of the financial year, the value of net assets turned out to be less than the authorized capital. Under these circumstances, it is necessary to either liquidate the company, deposit money into the account, or reduce the authorized capital. The company is also obliged to reduce its authorized capital when repaying a share. If there were two participants in the LLC, and the share of each was 10,000 rubles, i.e. 50%, then if it is impossible to sell the share of the second individual it should be excluded from the authorized capital. Thus, after the exit of the second participant, the amount of capital will be 10,000 rubles.
When is it prohibited to reduce capital?
Minimum capital amounts are established by law for different types society If we're talking about about LLC, then this minimum is 10,000 rubles. It turns out that if a company, as a result of the withdrawal of participants or for other reasons, makes the value of capital less than this amount, it is subject to liquidation.
The decision to change the size of the authorized capital is made at the general meeting.
- What do we do
- What is needed from the client
- Result
- 1 we consult;
- 2 we prepare the relevant documents;
- 3 we pay the state fee;
- 4 provide information about changes to the tax office;
- 5 we place messages in the media (when capital is reduced);
- 6 we register changes with the Federal Tax Service.
- 1 certificate of registration of a legal entity;
- 2 certificate of tax registration;
- 3 constituent documents;
- 4 copies of identification documents of the director and participants;
- 5 copies of TIN of the same persons;
- 6 bank certificate confirming payment of the authorized capital.
Additionally, the client pays notary fees and the cost of publication in the media.
- 1 Charter in a new edition, or an amendment to the charter;
- 2 sheet of entry in the Unified State Register of Legal Entities;
- 3 decision (or protocol) on changing the authorized capital;
- 4 publication in the State Registration Bulletin (in case of capital reduction).
Changing the authorized capital by professionals
The size of the authorized capital is information subject to state registration. Accordingly, the Federal Tax Service must be notified of all changes. In order to receive assistance from qualified specialists of PRIORITET Law Firm at a competitive cost, it is necessary.
Expansion or, on the contrary, contraction of a business often leads to such a phenomenon as a change in the authorized capital in terms of its shares, an increase or decrease. This information must be necessarily registered in the constituent documents and in the data contained in the Unified State Register of Legal Entities.
Changing the amount of the authorized capital towards its increase allows you to make additional cash investments that are not subject to taxation (in terms of VAT and income tax). According to tax code such contributions are not considered profit. Ways to increase capital: additional contributions from participants or the Company’s property subject to an independent assessment by an expert. There is no maximum threshold for increasing the authorized capital, while the minimum size according to latest changes in legislation - 10 thousand rubles. An increase is possible when the value of the company's net assets is not less than the size of the charter capital and when the authorized capital itself is fully paid.
The capital is reduced when the net assets reach a value less than the size of the authorized capital. It also arises if, within a year from the date of state registration, the capital has not been fully paid by the founders.
Procedure for changing the authorized capital
The starting point of the entire process is the decision of the founders of the Company to increase or decrease the amount of the authorized capital. Then a list is collected necessary documents, and in the event of a decrease in capital, an application is also submitted to the registration gazette.
Documents are submitted to the tax office by the applicant (general director) in person. Processing of information and corresponding recording of changes in the authorized capital of the LLC is carried out within 5 (five) working days.
It should be noted that the registration authority may refuse registration if the documents were provided improperly, incorrectly executed, or some of the required ones were missing from the list.
Documents for making changes to the authorized capital include:
1. Certificate of registration as a legal entity (OGRN).
2. Certificate of registration with the tax authority.
3. Extract from the Unified State Register of Legal Entities no later than 30 calendar days.
4. Certificate from the bank
5. The current charter with all additions and changes.
6. Copies of passports of the founders of the Company and general director.
7. Application in form P13001 for registration of changes in the authorized capital, drawn up and signed on behalf of the general director. His signature is certified by a notary.
8. Decision of the Company's participants on the appropriate change.
Professional assistance from Delochet company
The cost of the offered service includes a set of the following activities:
1. Consultation with an experienced lawyer on issues of changing shares in the authorized capital;
2. Preparation of a package of required documents, their certification by a notary.
3. Payment of state duty in the amount of 800 rubles.
4. Submission of a message to the State Registration Bulletin (if there is a decrease in capital).
5. Accompaniment to the Federal Tax Service for submitting documents for registration of changes.
6. Receiving documents from the Federal Tax Service and transferring them to the client.
Regardless of whether the authorized capital increases or decreases, these changes must be made to the charter of the LLC or JSC.
The main document for submission to the tax office is form P13001.
Increase in authorized capital
Reasons
- Change of activity: a new direction requires a larger amount of authorized capital;
- Requirements from investors, creditors, participation in tenders (more authorized capital means more trust in the company);
- LLC participants want to increase their share in the authorized capital;
- A new member joins the LLC.
Features of increasing the authorized capital
We notarize the protocol general meeting or the decision of the sole founder to increase the authorized capital.
Please note. All members of the company must be present at the notary at the same time.
Read more about increasing the authorized capital.
Reduction of authorized capital
For LLC
When voluntarily reducing the authorized capital, participants reduce their nominal shares and retain interest. The amount of the share in the authorized capital decreases, the percentage ratio does not change.
More information about reducing the authorized capital -.
For JSC
Shareholders can reduce the authorized capital by reducing the par value of shares or repurchase and redeem part of the shares (if permitted by the charter).
Features of reducing the authorized capital
Statement P14002. In addition to the application in form P13001, the notary certifies form P14002 - notification of a decrease in the authorized capital. The application is submitted along with other documents to the tax office.
Form P14002 (page 1) - sample filling
Tax notice. After certification of documents by a notary, we notify the tax office about the reduction of the authorized capital. After 5 working days, the tax office issues a sheet of entry in the Unified State Register of Legal Entities about the start of the procedure.
Notification of creditors. We submit an application for publication of a reduction in the authorized capital in the journal “Bulletin of State Registration”. We place the ad twice: after notifying the tax office and a month after the first publication.
How much does it cost to change the authorized capital?
| Service | Term | Service price | Turnkey price (with all expenses) |
| 7 days | 6,000 rub. | from 13,000 rub. | |
A change in the size of the authorized capital of an enterprise is always associated with the re-approval of its constituent documents by the general meeting of founders and their re-registration with the relevant government bodies.
Increase in authorized capital
An increase in the authorized capital is aimed mainly at attracting additional funds and eliminating the gap between the amount of share capital and the actual property of a commercial organization (such a gap is a very convincing indicator of profit growth and a falling dividend per share, which increases the tax burden.)
In accordance with Article 28 Federal Law dated December 26, 1995 N 208-FZ "On joint stock companies"(as amended on February 27, 2003) the authorized capital of joint stock companies can be increased by increasing the par value of shares (conversion) or placing additional shares, but only after the previously announced authorized capital and all registered issues of shares and other shares have been fully paid securities Bank V. R., Kashirskaya L. V. Joint-stock companies: accounting for changes in authorized capital.//Audit statements, 2009, No. 10. -With. 23.
The decision to increase the authorized capital of the company by increasing the par value of shares is made by the general meeting of shareholders (clause 1 of Article 103 of the Civil Code of the Russian Federation) or the board of directors (supervisory board), if, in accordance with the charter of the company or the decision of the general meeting of shareholders, the board of directors (supervisory board) the company has the right to make such a decision (clause 2 of article 28 of the Law “On Joint-Stock Companies”).
Additional shares are placed between shareholders without the organization receiving additional cash, i.e. free of charge.
An increase in the authorized capital of an enterprise can be carried out in the following cases:
raising additional funds from participants (founders) or in case of additional admission of participants (founders), as well as in the case of an additional issue of shares or an increase in their par value;
directions for its increase in retained net profit, additional and reserve capital, as well as accrued founder's income (dividends);
receiving unitary enterprises additional funds in the form of subsidies from state and municipal bodies.
In all cases, entries to increase the authorized capital in accounting are made only after making appropriate changes to the company's charter and after registering the decision on the placement of shares through which the conversion is carried out. In this case, shares of the old par value are subject to redemption, and shares of the new par value are subject to capitalization.
If the increase in the authorized capital occurred in connection with the revaluation of fixed assets (funds), carried out by decision of the Government of the Russian Federation, the cost of additional shares received by a legal entity - shareholder, distributed among shareholders by decision of the general meeting in proportion to the number of shares owned by them, or the difference between the new and original The nominal value of shares in accordance with clause 19 of Article 217 of the Tax Code of the Russian Federation is not subject to taxation.
According to clause 3 of Article 28 of the Law "On Joint Stock Companies", the authorized capital can also be increased by raising funds through the sale of additional shares only within the limits of the number of authorized shares established by the company's charter to investors (placement of shares by subscription) or by receiving additional contributions from shareholders. It is allowed to place additional shares both among former shareholders and through open subscription.
Payment for additionally placed shares can be made in money, securities, other things or property rights or other rights that have a monetary value. In this case, the form of payment for additional shares is determined by the decision on their placement. Additional shares that must be paid for in cash are paid upon acquisition in the amount of at least 25% of their par value. Shares and other securities of the company that must be paid for in kind are paid for in full upon their acquisition, unless otherwise established by the decision on the placement of additional shares.
In accordance with clause 1 of Article 36 of the Law “On Joint Stock Companies”, payment for shares is carried out at a price not lower than the par value of these shares. Clause 2 of this article states that if additional shares are placed among shareholders who have a preemptive right to purchase them, the placement price of additional shares may be lower than the placement price to other persons, but not by more than 10%. The intermediary's remuneration for the placement of additional shares cannot exceed 10% of the placement price of the shares.
Reducing the authorized capital of an enterprise
Reducing the authorized capital allows you to:
get rid of its surplus in the form of dividend payments;
write off losses.
As for the first goal, we are talking about cases when, for one reason or another, the optimum was exceeded. It is impossible to place the excess part between shareholders, because it is tied up - repayment of deposits is not allowed, but by reducing the authorized capital, you can free up this part and dispose of it either by paying dividends or transferring it to a reserve.
The second goal is pursued when, as a result of losses incurred, the value of the actual remaining property turned out to be significantly lower than the declared authorized capital. Such a discrepancy, firstly, can lead to the forced liquidation of the company, according to the law, and secondly, to the incompetence to distribute subsequently received profits until the specified discrepancy is eliminated.
According to Article 29 of the Law “On Joint Stock Companies”, the authorized capital of a company can be reduced by reducing the par value of shares or reducing their total number, including by purchasing part of the shares (in the latter case, provided that such a possibility is provided for by the company’s charter) Trubnikov A . Reduction of authorized capital. //Financial newspaper, 2003, No. 33. - p.9. In all cases, the company does not have the right to reduce its authorized capital if, as a result, its size becomes less than the minimum authorized capital of the company (for OJSC - a thousand times the amount of the minimum wage, for CJSC - a hundred times the amount of the minimum wage on the date of state registration of the company).
A decrease in the authorized capital of an enterprise can be carried out in the following cases:
withdrawal of participants (founders) from the organization or repurchase of shares by a joint-stock company with their subsequent cancellation;
bringing the size of the authorized capital to the value of net assets and repaying the uncovered loss through it, as well as covering the loss by reducing the size of contributions (shares) of participants or the par value of shares;
withdrawal of part of the authorized capital of a unitary enterprise.
A decrease in the authorized capital is formalized on the basis of state registration of changes in the authorized capital of the company.
A decrease in the size of the authorized capital may also occur as a result of the reorganization of a joint-stock company (its division, separation of another company from it).
In addition, in accordance with paragraph 4 of Article 35 of the Law “On Joint Stock Companies”, if at the end of the second and each subsequent financial year the value of the company’s net assets is less than its authorized capital, the company is obliged to announce a reduction of its authorized capital to an amount not exceeding the value of its net assets.
The minimum amount of the company's authorized capital after its reduction cannot be lower than:
the amount of the authorized capital determined by the current legislation on the date of registration of changes in the company's charter - if the authorized capital is reduced at the request of the company;
the amount of the authorized capital determined by the current legislation on the date of registration of the company itself - if the authorized capital is reduced to the amount of net assets.
Authorized capital from other structural parts equity An enterprise is distinguished by the fact that it must be distributed among its participants (founders). Therefore, the decision of the general meeting of founders on its changes must be accompanied by an indication of the procedure for their distribution among the participants.
Increasing the authorized capital of a joint stock company
- 1. A joint stock company has the right, by decision of the general meeting of shareholders, to increase its authorized capital by increasing the par value of shares or issuing additional shares.
- 2. An increase in the authorized capital of a joint-stock company is permitted after it has been fully paid. An increase in the authorized capital of a company to cover losses incurred by it is not allowed.
- 3. In cases provided for by the law on joint stock companies, the company's charter may establish the preemptive right of shareholders owning ordinary (ordinary) or other voting shares to purchase additional shares issued by the company.
Reduction of the authorized capital of a joint-stock company
1. A joint stock company has the right, by decision of the general meeting of shareholders, to reduce the authorized capital by reducing the par value of shares or by purchasing part of the shares in order to reduce their total number.
Reduction of the authorized capital of a company is permitted after notification of all its creditors in the manner prescribed by the law on joint stock companies. In this case, the company's creditors have the right to demand early termination or fulfillment of the company's relevant obligations and compensation for losses.
The rights and obligations of creditors of credit institutions created in the form of joint-stock companies are also determined by laws regulating the activities of credit institutions.
2 . Reducing the authorized capital of a joint stock company by purchasing and redeeming part of the shares is permitted if such a possibility is provided for in the company's charter.
№ 33 Distribution of profits in JSC In accordance with the Law of the Russian Federation “On Joint-Stock Companies” and the Civil Code of the Russian Federation, the distribution of company profits (including the payment (declaration) of dividends) based on the results of the financial year falls within the competence of the general meeting of shareholders. At the same time, the Law does not disclose the concept of profit and net profit of the company. Moreover, since the decision to pay dividends is a special case of profit distribution (Article 48), and the payment of dividends is made from net profit (Article 42), apparently, it is net profit that should be distributed.
The absence of strict instructions in the Law on Joint Stock Companies leaves two possibilities: 1) define the corresponding concept in the company's charter (Article 11 of the Law on JSC) 2) use the legislation by analogy: arithmetically, net profit is determined by the sum of all income and expenses of the company.
№ 41 Legal regulation of maintaining the register of shareholders of a joint-stock company. Shareholder status confirmed. entry in the register of shareholders of the company. Contribution to it. information about each registered person, quantity and categories (types) of shares, entries in the name of each. registered faces. Register of securities owners - This is part of the registry system, cat. presented is a list of registered owners with decree quantity, nominal cost and category of accessories. named after registered securities, comp. according to condition for any installation date and permission identify these owners, number and category of ownership. them securities. Under the system of maintaining a register of securities holders I understand. a collection of data recorded on paper and/or using electronic means. databases, providing identification of those registered in the system. maintaining a register of securities owners and recording their rights in relation to securities. JSC oblig. provided maintaining and storing the register of shareholders of the company from the moment of state registration. reg. society After completing a transaction to transfer ownership of shares, the acquirer receives only one right - the right to enter it into the register of shareholders. The shareholder has the right to make an entry about him in the register of shareholders and at the same time has the obligation to provide information. about yourself to the registry holder. In the register register. owners and nominees security holders. The holder of the register of shareholders is responsible for its maintenance and storage before registration. faces in it. Register in the register persons are obliged to: 1) provided the registrar is full. and reliable data required to open a personal account; 2) provided registrar info. about data changes; 3) provided information to the registrar about the encumbrance of securities with obligations; 4) provided document to the registrar, provision. Regulations for executing transactions on a personal account; 5) ensure that in case transfer of securities will not violate the restrictions established. charter of the issuer; 6) implementation payment for registrar services accordingly. with his price list.
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