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.
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 valued.
The procedure for forming the initial authorized capital
Let us study some practical nuances characterizing 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 a change 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.
Resume
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.
The authorized capital is the totality of founders' contributions. The law does not limit the maximum amount of capital. As for the minimum, compliance with it is immutable. What is the minimum amount of authorized capital in 2019?
The amount of the authorized capital in its minimum value is predetermined by the participants of the company. But it cannot be lower than the level prescribed by law. What should be the minimum authorized capital in 2019?
Highlights
The minimum value of the authorized capital for an LLC is predetermined as ten thousand rubles. Moreover, starting from 2019, this amount can only be contributed in cash, as stated in.
The estate is allowed to make contributions only in addition to a certain minimum amount. But not all organizations have the same minimum authorized capital.
It depends on the type of activity being carried out. For example, the minimum capital for:
The amount of initial capital of any organization cannot be less than the amount specified by law. The minimum value must be observed constantly, and not just at the initial stage of activity.
If for some reason the amount decreases in comparison with the minimum indicator, then it is necessary to increase it.
Concepts
The authorized capital is the totality of all contributions made by the founders, regardless of the form in which the funds were contributed.
Regulatory framework
Regulatory regulation of provisions regarding the authorized capital is carried out.
Clause 1 of this document sets the minimum amount of authorized capital for an LLC. The size of the participant's share is determined as a percentage or fraction of the total amount.
At the same time, in the process of determining the size of the authorized capital, it is necessary to take into account the type of activity of the organization. This is how the amount of capital for banks is determined.
The minimum authorized capital of insurance organizations must meet the requirements. Some other entities must also adhere to special requirements.
What could be the minimum amount of authorized capital in 2019?
The minimum amount of the authorized capital of an LLC is defined by law as ten thousand rubles. But there are special features for individual enterprises.
Video: receipt of OS in the authorized capital in 1C
For example, the minimum amount for joint stock companies is different. Also, a larger amount is determined for banks, insurance organizations, alcohol producers, etc.
As for some of the nuances of contributing authorized capital in 2019, they are as follows:
For LLC
The minimum amount of the authorized capital of an LLC is ten thousand rubles. An increase in this norm is allowed, a decrease is not. In this case, the minimum amount is paid exclusively in cash, more - at the discretion of the founders.
You need to know that the amount of the minimum authorized capital must be observed throughout the entire activity of the enterprise, and not just at the initial stage.
If the capital requirement is not met, it must be increased. Another important rule is that the amount of profit for the first two years of activity should not be less than the amount of the capital, otherwise the amount of capital should be reduced.
If it is impossible to reduce, that is, the amount of capital is still equal to ten thousand rubles, the organization is subject to.
If for some reason a company participant cannot pay his share in full, then upon completion of the period provided for making contributions, the unpaid portion may be sold to other participants or third parties.
For the bank
The authorized capital of the bank consists of investments of participants, and the amount of capital guarantees the interests of creditors. Authorized capital funds are the initial resource for starting the activities of a banking institution.
The authorized capital of a bank cannot include borrowed funds. The minimum capital amount is three hundred million rubles.
If the bank is a joint-stock company, then the authorized capital is the par value of the shares acquired by the shareholders.
A bank's authorized capital can increase due to additional issue of shares or an increase in their value at par.
Capital is reduced by reducing the par value of shares or by purchasing outstanding shares and redeeming them.
A bank operating as a limited liability company increases its authorized capital through partial capitalization of profits, additional contributions from founders, and contributions from third parties.
A decrease in capital occurs when the nominal value of the participants’ shares decreases or the shares owned by the bank are redeemed.
Insurance organizations
Insurance organizations, except for mutual insurance companies, must have a fully paid-up charter capital of at least the minimum amount specified by law.
For insurers carrying out activities, the minimum amount of authorized capital is sixty million rubles.
For all other insurers, the minimum is determined based on the base value of one hundred and twenty million rubles and the corresponding coefficient. This is equal to a value from one to four.
The minimum amount of authorized capital can be changed once every two years.
Moreover, a transition period must be established. It is strictly prohibited to introduce borrowed funds or collateral into the authorized capital of an insurance organization.
Joint stock company
According to current Russian legislation, the authorized capital of a joint stock company is the nominal value of all shares of the company that were purchased by shareholders and are at their disposal.
It is important that each of the shares has the same value. Shareholders have equal rights. But voting rights and the amount of dividends are determined for the founder in proportion to the number of shares he has.
The authorized capital of a joint-stock company is the minimum amount that shareholders may require to protect the interests of the company's creditors. The minimum amount of authorized capital for a joint-stock company is specified in clause 1 of Article 66.2 of the Civil Code of the Russian Federation. It is equal to one hundred thousand rubles.
Open joint stock company
An OJSC is a commercial organization whose authorized capital is divided into a certain number of shares to certify the obligatory rights of the company's shareholders in relation to the OJSC.
An open joint stock company differs from an LLC in that it can issue securities (shares). Moreover, JSC shares can be distributed among an unlimited number of persons.
The peculiarity of this organizational and legal form is that the company's participants bear limited liability for the debts of the JSC in transfer of the value of the number of shares they have.
Since September 1, 2014, the definition of an OJSC has changed somewhat. made amendments to the regulations relating to joint stock companies. Their division into open and closed (CJSC) has been discontinued.
Instead, public and non-public societies began to be distinguished. From that moment on, the OJSC turned into a public joint-stock company, or PJSC.
What should be the size of the authorized capital of a joint stock company?
That is, its shares are placed publicly. The same law classifies LLCs as non-public companies. The minimum amount of the authorized capital of a PJSC in 2019 is determined as one hundred thousand rubles.
Credit organization
The minimum amount of authorized capital for credit institutions is established by Article 11 of Federal Law No. 395-1.
The minimum amount of the authorized capital at the time of registration is as follows:
| Three hundred million rubles | For banking organizations on the date of submission of documents on state registration and issuance of a license to perform banking operations |
| Ninety million rubles | For non-banking organizations wishing to obtain a license to perform settlements on behalf of legal entities on their accounts |
| For a non-banking organization applying for a license for non-banking credit organizations to make transfers without opening bank accounts and performing banking operations | |
| Eighteen million rubles | For non-bank credit institutions wishing to obtain a license to perform banking operations |
Operating bank credit organizations whose minimum capital size did not meet the norm at the time the law was adopted were required to increase their capital to three hundred million rubles at least by January 1, 2015. Banks that failed to comply with this requirement were closed.
Legislative requirements regarding the minimum amount of authorized capital must be strictly observed.
It should be noted that many entrepreneurs, when choosing a legal form, give it to individual entrepreneurs, since in this case no starting cash contribution is required.
In the activities of every company, authorized capital plays a very important role. Based on its size you can give assessment of the state of affairs of the enterprise. Management capital is often the main source of working capital with which an organization takes its first steps in the business world.
What is it
Authorized capital is the initial contribution of the founders of the company, which can be calculated in both monetary and property equivalents. Its main purpose is to satisfy primary needs of the enterprise.
With the help of the authorized capital, the founders insure the investments of creditors that were made to develop the business and make a profit.
The capital (authorized) has a fixed amount, which is established by Federal legislation in force in Russia. The management company is necessarily described in the statutory documentation, which is drawn up during the registration process of a business entity.
The organization's management company performs a number of functions:
- Reserving. In the process of forming the company's assets, management has the opportunity to make payments on loans if they were attracted due to a lack of working capital.
- Investment. The organization has the legal right to spend funds from the authorized capital on the acquisition of raw materials and materials necessary for the implementation of economic and production activities.
- Structural and distribution. At the end of the reporting period, the company distributes net profit among the founders. In this case, income is paid to each participant as a percentage of theirs.
Threshold indicators
The procedure for the formation of capital (authorized) is regulated by Federal legislation and is established for each type of organization individually. For example, the minimum size of a joint stock company is several times higher than the limit determined for a limited liability company.
OOO
In 2018, the minimum amount of capital (authorized) for an LLC was set at 10,000 rubles. When it is formed, everyone personally pays their share.
After registering an LLC and receiving the relevant documents, its owners can increase the capital capital by contributing property, cash or other assets. It is worth noting that any changes to the authorized capital are possible only with the participation of a notary.
In accordance with Article 90 of the Civil Code of the Russian Federation when forming the authorized capital of an LLC, its proportions and size are established in advance. When carrying out state registration, the founders must make contributions of at least 50%. They are obliged to transfer the remaining assets into the ownership of the organization during the first year of its existence.
If the founders were unable to fully form the authorized capital, they either announce its reduction or begin the liquidation procedure.
Non-public JSC
The activities of non-public joint stock companies are regulated by the Civil Code of Russia. Such a JSC cannot have more than 50 shareholders, and it should not contain anything that indicates its publicity.
The minimum size of the authorized capital of such a company is 10,000 rubles. The nominal capital in non-public joint stock companies is divided into a certain number of securities that cannot be publicly placed.
The charter documentation initially stipulates the share of bills that belong to each owner, as well as the number of votes granted to one security holder.
In this situation, the minimum authorized capital of a non-public joint-stock company must be at least 10,000 rubles.
Public JSC
The activities of public joint-stock companies are regulated not only by the Civil Code, but also by Federal Law No. 208 “On Joint-Stock Companies”. The authorized capital of such organizations is formed from shares, which are purchased by owners at the original cost determined at the time of issue.
During the operation of companies, their authorized capital may change to either a higher or lower value, depending on the existing situation in the financial market. In accordance with the regulations of Federal legislation, the minimum capital of public joint-stock companies must be at least 100,000 rubles.
Additional information about the authorized capital is in this video.
State enterprise
When creating state-owned enterprises, their founders must be guided by the Civil Code of the Russian Federation. In accordance with its regulations, the minimum authorized capital of such companies must be 5,000 minimum wages.
Municipal unitary enterprise
For municipal enterprises, Federal legislation establishes a minimum authorized capital of 10,000 minimum wages. They are created by local authorities and subsequently fully supervise the activities.
Newly opened bank and credit institution
Opening process jar provides for a large number of events. Its founders must fulfill all requirements of Federal law in order to receive license for the right to carry out banking activities.
In the process of creation financial institution they need to form an authorized capital, the minimum amount of which should be 300,000,000 rubles.
The founders will have to place this amount in special accounts of the Central Bank of Russia.
Where to deposit and how
Information on the amount of capital (authorized) of each LLC is reflected in its Charter. It is formed from the value of the share (it is reflected as a percentage of the total size of the capital or in ruble equivalent) of each founder at the time of founding the company.
Until the moment when the founders of the organization are ready to apply for state registration, they must place half of the authorized capital in a savings account.
After the founders receive the registration documentation, they must transfer the remaining part of the authorized capital to (depositing funds into the cash register is allowed).
If one of the founders has not fulfilled his obligations and has not contributed his share to the management company, then financial penalties provided for in the Charter may be applied to him.
Founders can make contributions to the authorized capital at your own discretion, but within the framework of the current Federal legislation:
- funds both in cash and in the form of bank transfer;
- securities, in particular shares, bills, etc.;
- property and other assets;
- rights to any property.
Contribution by property
To contribute property to the authorized capital, the founders need to act in a certain sequence:
- Perform a property valuation. To do this, you need to contact a specialized company that has the appropriate permits.
- At the founders' meeting approve the assessment report, which should be reflected in the protocol. If a company is opened by one owner, then his decision must be in writing.
- Draw up a transfer and acceptance certificate, on the basis of which property is placed on the organization’s balance sheet.
management company with money
All funds contributed by the founders to the authorized capital of the LLC must be placed immediately into a savings account, and after receiving registration documentation into a current account (in the future they can be spent on the needs of the company).
Statutory contributions can be made both in Russian rubles and in the currencies of other states.
The founder's contribution to the current account must be documented. Usually an announcement for cash deposits is drawn up, consisting of several parts: a receipt order, a receipt and an announcement.
The following may be considered as proof of deposit of funds:
- cash receipt order;
- current account statement;
- copies of bills and receipts;
- a provision of the company's charter, which states that payment of the minimum amount of authorized capital has been made in full.
Formation example
The process of forming the Authorized Fund can be considered using an example. Several founders held a meeting at which they made all the main decisions regarding the state registration of the LLC. The authorized capital of the company will be formed as follows:
- Vasiliev P.P. made a contribution of 44,000 rubles, of which cash in the amount of 24,000 rubles and refrigeration equipment in the amount of 20,000 rubles. The share (as a percentage) was 18.41%.
- Petrov E.R. made a statutory contribution in the form of a car, the cost of which is 75,000 rubles. The share (as a percentage) was 31.38%.
- Sidorov N.P. made a statutory contribution in cash equivalent - 120,000 rubles, in the form of the right to use the retail premises for 1 year. In percentage terms, the share was 50.21%.
Deadline for entry into LLC
The deadline for the founders to contribute money to the Authorized Fund is determined by the decision of the meeting, which deals with the creation of an LLC. Boundary date, in monetary terms, should not exceed 4 months from the moment the company receives registration documents.
You will learn how to increase the authorized capital of an LLC in this video.
To operate, enterprises need funds - investments. They provide an opportunity to start an activity. Their size may vary, depending on the law. It is important to know how to correctly form the authorized capital.
Important aspects
Capital is the monetary value of enterprise property. It can be owned or borrowed. The capital of organizations is considered from several perspectives. There is a distinction between real and monetary capital.
The first exists in the form of production resources, the second – in the form of finance. It is used to acquire resources. Depending on the source of formation, capital can be either own or borrowed.
Any changes relating to the Criminal Code should occur only in cases that are permitted by law or constituent documentation.
During capital formation, an additional source of funds may be formed - share premium. Legislative bodies make specific demands on capital. No less important is the question of the minimum size.
The authorized capital may consist not only of finance, but also of securities, material assets, and property rights. The calculation is carried out using the minimum wage for labor activity (minimum wage).
For each type of organization it is different:
For foundations and non-profit organizations, authorized capital is not required. The amount of capital can increase and decrease. Increase promotes the growth of the organization. This may be the case if previous capital was previously deposited.
A meeting of the founders of the enterprise is convened, and a decision is made to increase capital. The reasons for the increase are:
- the organization needs funding for its further growth;
- employees must be provided with securities;
- merger with another organization.
If a company wants to develop, capital must be constantly increased. It must be open to the public.
It happens that a company reduces its fortune.
The reasons may be:
The reduction of capital can occur on a voluntary basis or as required by law. The authorized capital includes a certain number of shares of various types that have a set par value.
Its formation and changes are regulated by law. It is formed on the basis of contributions from participants. Consists of:
The share of the authorized capital can be sold to other participants. The seller must notify other participants about this one month in advance. shares must be certified by a notary.
To register a sale, you will need the following documents:
- photocopies of the constituent documentation of the enterprise;
- registration number;
- extract from the register of legal entities;
- charter;
- participant data.
Account 80 is intended for the authorized capital - a summary of data on its condition and movement. Capital is accountable. If the capital changes, it must be re-registered.
Basic definitions
| Authorized capital | The amount of finance provided by the founders of the organization for further activities |
| JSC | A closed company in which shares are distributed only among the founders |
| OOO | Limited liability company, which is opened by one or more persons |
| Share | The contribution of each member of the organization to the activities |
| Emission | Issue of new finance or securities of a securities nature |
| Founder | An individual or legal entity creating a new organization |
| Face value | The price that is set at the time of issue of the share |
| Property of the organization | A set of tangible and intangible elements that belong to an organization and are intended to carry out activities |
| Net assets | The amount that is determined by subtracting from the amount of assets those liabilities that are taken into account |
What is his role
Authorized capital is important for any type of organization; it performs many functions. Basic:
Thanks to the authorized capital, the enterprise will be financially stable. Acts as collateral.
Current regulatory framework
According to, the authorized capital must be paid before the organization is registered.
It states that if at the end of the reporting year the value of net assets is less than the authorized capital, then the organization is obliged to announce this and register the fact of the decrease.
Based on this, the following has been established: an organization is a company in which the authorized capital is divided into shares. According to , the capital consists of the value of contributions by the shareholder of the enterprise.
Emerging nuances
When registering an organization, the formation of an authorized capital is mandatory. You can contribute both money and property. The finances are clear. What to do with the property? The material share must have a financial valuation.
Video: the essence of the authorized capital
It is determined by all founders at the meeting. If this is not possible, it is allowed to establish the value by independent appraisers.
When a new shareholder appears in an organization, capital can increase at his expense. He must fill out an application addressed to the director, indicating the amount of the contribution, the deadline for making it and the share in the capital.
After this, a meeting is convened and the following is decided:
- what will be the size and nominal value of the new shareholder’s share;
- how the share of each participant will change;
- registration of a new one in connection with the increase in the capital.
When forming capital, it is important to consider the following:
| Shares can be paid | Finance, valuable papers, property, intangible assets. Their price cannot be less than nominal |
| Price per property | Should be on par with the market |
| Changes in capital | Must comply with legal requirements |
| Participants who contribute to the organization (its capital) | A certificate must be issued |
| It is possible to reduce the authorized capital | Only after notifying creditors |
| It is allowed to increase the capital capital only after making a contribution | In full amount of all shareholders of the enterprise |
The capital may be increased by additional contributions, additional capital or part thereof.
When creating the authorized capital, it is necessary to take into account some features. Its structure and size must meet a number of conditions.
Among them are the following:
- manufacturing industry;
- size of the organization;
- cooperation level of the enterprise;
- level of service.
The minimum amount of capital is regulated by law, the maximum is not, it can be anything. Changes are possible only by general decision of the organization's shareholders.
Change options:
- part of the shares is canceled or repurchased while retaining their nominal value;
- the par value of shares decreases;
- the amount of capital is maintained by combining shares;
- additional shares are issued.
Step-by-step instructions for increasing capital:
- At the meeting, a decision is made to change the capital.
- A new version of the charter is being prepared.
- Paid to the state, amount - 800 rubles.
- Documents are prepared that confirm the payment of an additional contribution or the arrival of a new participant.
- Within a month after the change in the charter, documents are submitted to the tax service to register the increase in capital.
What the bank needs to know
To ensure its activities, the bank must also have its own capital. It is formed on the basis of each participant.
Bank management companies perform many functions, including:
- the role of starting funds necessary for primary costs;
- acts as a regulator of activities;
- strengthening customer trust;
- acts as a shock absorber that absorbs damage from expenses.
The authorized capital of the bank includes:
- par value of shares;
- the amount of investment from the state or as a private share;
- rights to use natural resources.
Consists of fixed capital and additional capital. The main one is the one that is paid and registered. When registering a bank, you must have a minimum capital, its size is 180 million rubles.
Contributions to the management company can be made in both rubles and foreign currency. The authorized capital can only be formed with one’s own funds; credit or budget funds cannot be used.
The share of each shareholder should not exceed 35%. Legislation puts forward many requirements for bank capital.
Enterprise Features
The authorized capital of enterprises must include a set number of shares of various types with a certain par value. The share of each participant is expressed in ruble equivalent or as a percentage ratio to the total amount of capital.
At the time of registration of the organization, capital must be formed by half of the total amount. The remaining funds are contributed during the year after the opening of the enterprise. If one of the founders does not pay his share on time, he faces a fine.
Thus, authorized capital is a necessary condition when creating a new enterprise. To start an activity, capital must be minimal; its size is established by law.
During the course of activity, it can either increase or decrease. These changes must be decided at a meeting of the company's shareholders.
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