What does the authorized capital of a company mean? Authorized capital - what are the funds?

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

According to the sources of formation, the capital of an enterprise is divided into equity and borrowed capital.

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

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

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

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

Formation of authorized capital

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

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

from the contributions of participants (share capital) for business partnerships and for limited liability companies (LLC);

nominal value of shares for a joint stock company (JSC);

property shares (production cooperatives or artels);

statutory fund allocated by a state body or local government body.

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

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

10. Property of the organization: composition and classification.

The property of an organization means all tangible and intangible resources that are in use, accounted for and are taken into account on the balance sheet of the organization. The legal provisions of the organization’s property are regulated by the Civil Code of the Russian Federation, which is based on state, municipal, private and other forms of ownership.

The property of the organization consists of:

Fixed assets

Working capital

And other valuables, the value of which is reflected on the organization’s balance sheet.

The organization uses and disposes of the property at its own discretion, sells, transfers ownership or leases.

Property owned by the organization is divided into:

Movable – Material assets, cash, assets of the organization, capital used in the process of the organization’s activities.

Real estate - Land plots, subsoil plots, isolated water bodies, and everything connected with the land. Structures, production and storage facilities, landscaping, perennial plantings, capital investments in real estate (or its elements).

Brief description of individual components of the organization’s property:

Fixed assets (buildings, machinery, transport).

Working capital (cash needed for various payments).

Intangible assets.

Long-term financial investments.

Inventories (raw materials, materials).

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

Legal and economic significance of the authorized capital of LLC

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

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

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

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

How is the authorized capital of an LLC formed?

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

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

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

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

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

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

Property contribution to the authorized capital

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

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

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

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

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

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

Amount of the organization's authorized capital

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

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

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

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

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

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

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

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

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

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

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

Introduction

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

The authorized capital consists of property, cash and securities

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

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

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

Operating principle of the management company

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

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

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

Read also: What is an annuity and differentiated loan payment: what is the difference

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

How is the Criminal Code formed?

Start-up capital for a company can be:

Money.
Property.
Securities.

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

Note: Many entrepreneurs forget to increase their authorized capital after registration, to which the tax service immediately reacts by imposing a fine. Don't forget to complete it before the end of the year.

How to increase capital

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

The share of each participant in the authorized capital is calculated

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

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

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

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

When a participant leaves, the authorized capital decreases

How to reduce capital

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

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

You can get answers to any questions about registering LLCs and individual entrepreneurs using the service free consultation on business registration:

Authorized capital is cash or property when registering an LLC. In accordance with paragraph 1 of Art. 14 Federal Law No. 14-FZ “On LLC” the authorized capital of an LLC determines the minimum amount of its property, guaranteeing the interests of its creditors, and is made up of the nominal value.

Minimum authorized capital

The minimum authorized capital of an LLC is 10,000 rubles, and since September 2014 it can only be contributed in money (Clause 2 of Article 66.2 of the Civil Code of the Russian Federation). Contribution of the authorized capital by property is possible only in addition to this minimum amount.

100,000,000 rubles - for the organizer of gambling in a bookmaker's office or totalizator (Clause 9, Article 6 of Federal Law No. 244-FZ);
300,000,000 rubles - for banks, 90,000,000 and 18,000,000 rubles - for non-banking organizations, depending on the type of license (Article 11 of Federal Law No. 395-1);
60,000,000 rubles - for an insurer providing exclusively medical insurance, 120,000,000 - for other insurers, and it depends on the coefficient by which the specified amount is multiplied (clause 3 of article 25 of Federal Law No. 4015-1);
80,000,000 rubles - for vodka producers (clause 2.2, article 11 of Federal Law No. 171-FZ).
other restrictions (local authorities for certain types of activities may establish additional requirements for the minimum amount of authorized capital, for example, in accordance with the Law of the Volgograd Region of June 27, 2006 N 1248-OD “On state regulation of retail sales of alcoholic beverages in the Volgograd Region "The authorized capital of a company for the retail sale of alcoholic products must be at least 50,000 rubles (except for public catering organizations)).

The size of the authorized capital of an LLC cannot be less than the minimum amount determined by law. Accordingly, the authorized capital of the company must always correspond to the minimum, and not only at the time of filing documents for LLC registration. If the authorized capital of an LLC does not meet the minimum, then it must be up to the appropriate amount.

In accordance with paragraph 4 of Art. 90 of the Civil Code of the Russian Federation, if at the end of the second or each subsequent financial year the value of the net assets is less than the authorized capital of the LLC, then the company must. If the value of net assets remains less than the amount of the authorized capital, the LLC is subject to liquidation.

Where to contribute the authorized capital when creating an LLC?

Until May 2014, 50% of the organization’s authorized capital had to be contributed before state registration. For this purpose, a special savings bank account was opened.

Now the deadline for depositing the authorized capital is no later than four months after the registration of the LLC, and money from the founder is deposited into an account opened after the creation of the company. The contributed authorized capital can be spent on the needs of the organization: renting an office, paying salaries, purchasing goods, etc.

Contribution to the authorized capital with property

The authorized capital of the property is contributed as follows:

An independent appraiser evaluates the property contribution.
The founders unanimously approve the monetary value of the property contribution to the authorized capital of the LLC.
Information on the assessment of the property contribution to the authorized capital is reflected in the decision or in the minutes of the general meeting, as well as in the establishment agreement (if there are two or more founders).
After registering the company, the founders transfer their property contributions to the balance sheet of the LLC under an acceptance certificate.

Any newly created enterprise needs initial funds to conduct financial and economic activities and create sources of income. These funds can be expressed in cash, securities, property or rights to it. Taken together, they form the authorized capital. In the article we will talk about how the Criminal Code is formed, why it is needed, how it is taken into account in accounting, and we will consider the accounting entries for account 80.

The concept of authorized capital (AC)

This concept refers to the amount of funds initially invested by the owners or founders necessary to carry out activities in accordance with the charter. In the case of a state or municipal enterprise, the concept of authorized capital is used. Authorized capital funds represent the funds with which an economic entity is liable to creditors.

Important functions of the management company:

Providing the enterprise with initial funds to carry out commercial and other activities.
Guarantee of fulfillment of accepted obligations to creditors.
Determination of the share of each owner or shareholder in the total capital and income.

For each type of enterprise, the relevant laws determine the minimum allowable amount of authorized capital. It amounts to:

for LLCs and partnerships – 10,000 rubles
for closed joint stock companies – 100 minimum wages (current value of the minimum wage)
for OJSC – 1000 minimum wage
for a municipal enterprise – 1000 minimum wage
for a state-owned enterprise – 5000 minimum wage.

It should be noted that in modern conditions, the minimum authorized capital is often insufficient both to carry out competitive activities and to be able to provide security for funds raised. Therefore, many enterprises strive to declare their authorized capital in accordance with real market needs. In general, it should be understood that the amount of the capital is considered a very conditional indicator of the financial position of the enterprise. For example, shares are accounted for at their nominal value, while their real value can increase several times.

Formation of authorized capital

When registering, an economic entity independently determines the size and structure of its authorized capital, taking into account the minimum amount established by law. To deposit the cash component, a bank account is opened, which will subsequently be used as the company’s current account. State registration is carried out upon depositing 50% of the authorized capital into this account. When creating joint stock companies, payment of half of the required amount must be made within three months after registration, and full payment - within a year.

The method of formation of the management company depends on the organizational and legal form of the economic entity.

For limited liability companies (LLC) and business partnerships, the authorized (share) capital is formed from contributions of their participants and is divided among investors in accordance with the contributed shares.

For joint stock companies (JSC), the authorized capital is created through the initial issue of shares and represents the total par value of the issued securities. For state and unitary enterprises, the authorized capital is created by the state or local government body.

If the organizational and legal form of the entity changes or other circumstances arise, the authorized capital may change in one direction or another.

Increase in capital can be done in the following cases:

lack of working capital
requirements of licensing authorities for the amount of the authorized amount
accepting new participants contributing to the management company
using part of unspent profit to contribute to the authorized capital
increase in the par value of shares, additional issue (for joint stock companies).

To increase the capital, it is necessary to fulfill a number of conditions related to its size and the value of the enterprise’s net assets. The decision to increase the capital capital is made by the general meeting and documented in the appropriate minutes. Then changes in the constituent documents are confirmed by the registering authorities.

Decrease in capital may occur in the following cases:

retirement of the founders and the need to return their deposits ()
when the par value of shares is reduced or they are repurchased
in case of failure to cover the accepted authorized capital by subscription to shares
in other cases provided for by law.

The decision to reduce is also made by the general meeting of co-founders (shareholders), at which all emerging changes in the constituent documents are recorded. It is necessary to notify creditors of the accepted reduction in the capital. Next, a package of documents is prepared and the reduction is registered.

You can learn more about the features of the procedure for reducing and increasing the authorized capital in.

Accounting of management company (postings)

Account balance 80 corresponds to the accepted amount of the authorized capital. Account entries occur during the formation of the charter capital, and then in case of changes in value, after they are recorded in the constituent documents. For joint-stock companies, this account may have sub-accounts by type of shares (common or preferred) and by stages of formation of the authorized capital. Analytical accounting is carried out according to the founders of the enterprise and the types of changes in the authorized capital.

The accounting procedure for economic entities of various forms of ownership is regulated by relevant federal laws and regulations. The correctness of management accounting is monitored by periodic audits of enterprises.