See what "Authorized capital" is in other dictionaries. Formation of the authorized capital

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

The value of the authorized capital

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

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

Minimum authorized capital

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

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

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

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

Increase the authorized capital

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

The reasons that lead to its increase:

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

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

Decrease in authorized capital

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

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

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

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

Some formalities

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

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

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

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

What gives the authorized capital of LLC

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

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

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

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

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

What is the share capital of an LLC for?

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

• In view of the fact that such a norm is prescribed in the Legislation, the contribution of the authorized capital is one of the guarantees that the Company's activities will be registered in accordance with the Law.
• This contribution is a guarantee for creditors that the obligations assumed by the founders of the LLC will be fulfilled to the first ones.
• It becomes one of the bases in determining the shares of the founders in the Company and the votes that they own in resolving important issues related to the activities of the enterprise.

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

Minimum authorized capital

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

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

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

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

These amounts may also be different depending on local legislation, including in the direction of reduction.

Concerning maximum size authorized capital, its founders of the Company determine at their discretion and prescribe in.

Formation of the authorized capital of LLC

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

The required amount is entered into the cashier tax office or to a savings account. Upon completion of the registration of documents and their delivery to the founders of the enterprise, it is transferred to the company's current account.

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

The organization can use these funds for its own purposes:

• payment wages employees;
• procurement for the activities of the enterprise;
• payment for renting a room, etc.

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

It can be carried out in several forms:

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

When it comes to depositing property, there are several things to consider. important points:

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

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

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

1. The appraiser evaluates the contribution.
2. Next, the founders must approve the assessment. It is considered approved only in case of unanimous decision of all founders.
3. Information relating to the valuation of property is entered into the Charter or the minutes of the meeting of participants. It must also be included in the agreement concluded between them, if there are more than two founders.
4. The property is recognized as a contribution, transferred to the balance of the organization with the drawing up of an appropriate act of acceptance and transfer.

Depending on the method of making the authorized capital, there are such types of it:

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

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

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

• by transferring money to a special account;
• at the Tax Office.

The most common option of the two listed is the first one, because it is more convenient. Registering an account requires money, but you still have to complete this procedure for registering the Company, therefore it is more convenient and faster to do it in advance, and use the account already at the first stages of registration.

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

The second option is also quite possible to use, and it will not cause any difficulties, but it has one drawback - the size of the commission exceeds that which is taken during a bank transfer. This option also has an advantage - using it, you do not have to worry about notifying the Tax Inspectorate about the contribution.

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

Storage of authorized capital

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

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

Change in the authorized capital of LLC

It can be carried out both in the direction of increase and in the direction of decrease - it depends on the goals pursued, and in the second variant, also on how much the Law allows to do this.

The need to increase the size of the authorized capital is usually dictated by the appearance of new members, shareholders in the LLC.

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

There are reasons for that too. The main ones are:

• the company incurs losses, in fact is not profitable;
• the Company has not distributed the shares that have passed to it.

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

1. Preparation of a package of documents. It includes an application drawn up in accordance with the P13001 form, a document confirming the entry state duty, the decision of the founders of the Company to amend the authorized capital, a document indicating that a new shareholder (if any) has contributed his share, the amended Charter. All documents must be notarized.
2. Transfer of a package of documents to the Tax Service. Be sure to get a receipt from the inspection officer confirming that he received the documentation.
3. Obtaining new documents from the Tax Inspectorate.
4. Notification of all persons who are interested in this about the changes made.

Each of these items in without fail must be fulfilled.

The law of the Russian Federation states that upon liquidation of an LLC, shareholders must first of all close all their debts to creditors, partners, banks and other organizations and persons. After that, profit and authorized capital can be distributed among them in shares proportional to those that each of them contributed to it.

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

The capital of the enterprise can be considered from several points of view. First of all, it is useful to distinguish between capital real, those. existing in the form of means of production, and capital monetary, i.e. existing in the form of money and used to acquire the means of production, as a set of sources of funds to ensure economic activity enterprises. Consider first money capital.

Equity and debt capital

Funds that ensure the activities of the enterprise are usually divided into own and borrowed.

Equity of the enterprise is the value (monetary value) of the property of the enterprise, wholly owned by it. In accounting, the amount of equity capital is calculated as the difference between the value of all property on the balance sheet, or assets, including amounts not claimed from various debtors of the enterprise, and all the obligations of the enterprise at a given time.

The company's equity capital is made up of various sources: authorized, or share, capital, various contributions and donations, profits directly dependent on the results of the enterprise, additional capital, targeted financing. A special role belongs to the authorized capital, which will be discussed in more detail below.

Borrowed capital- this is capital that is attracted by the enterprise from the outside in the form of loans, financial assistance, amounts received on security, and other external sources for a specific period, for certain conditions under any guarantee.

The sources of borrowed capital of the organization are:

• long-term credits and loans;
• short-term loans;
• advances from buyers and customers;
• long-term lease of fixed assets;
• etc.

Authorized capital

The capital of the enterprise is the monetary value of the property of the enterprise.

According to the sources of formation The company's capital 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. Authorized capital combines the right to own and dispose of property and the functions of a guarantor of shareholders' property rights.

The authorized capital plays the most important role in the functioning of the organization, since its funds are basic for the economic activity of the organization and on its basis a large part of the funds, the organization's cash is formed.

Authorized capital represents a set of funds (contributions, contributions, 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 the authorized capital

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

Authorized capital formed at the expense of contributions (contributions) of the founders(participants at the time of the creation of the organization); it must not be less than the size established by law. The composition of the authorized capital depends on the organizational and legal form of the organization. The authorized capital is formed:

• from the contributions of participants (share capital) for business partnerships and for limited liability companies (LLC);
• par value of shares for a joint-stock company (JSC);
• property share contributions (production cooperatives or artels);
• statutory fund allocated government agency or local government.

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

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

Additional and spare capitals are formed in the organization mainly as additional reserves of the organization to cover unforeseen losses and losses of the organization. So, for example, the organization's reserve fund is formed without fail by annual deductions of at least 5% of net profit and must be at least 15% of the authorized capital. Additional capital is a source of funds for the organization, which is formed as a result of the revaluation of fixed assets and other material assets. Regulations prohibit its use for consumption purposes.

Undestributed profits represents the cash of the organization after the formation of trust funds and the payment of all mandatory payments. Retained earnings form a multi-purpose fund, which accumulates profit funds. Each organization independently decides on the options for the distribution and use of net profit.

Funds special purpose - these are funds that are formed for the purpose of subsequent targeted spending financial resources.

Capital structure

One of actual problems is the task of choice optimal structure capital, i.e. determining the ratio of own and long-term borrowed funds.

The ratio between own and borrowed sources of funds is one of the key analytical indicators that characterize the degree of risk of investing financial resources in a given organization.

The structure of capital provides its minimum price and, accordingly, the maximum price of the organization, the optimal level of financial leverage for the organization. Financial leverage is a potential opportunity to influence the organization's profit by changing the volume and structure of long-term liabilities. Its level is measured by the ratio of the growth rate of net profit to the growth rate of gross income (ie income before interest and taxes). The higher the leverage value, the more non-linear the relationship (sensitivity) between changes in net profit and profit before taxes and interest becomes, and, consequently, the greater the risk of not receiving it. The level of financial leverage increases with an increase in the share of borrowed capital. Thus, the effect of financial leverage is manifested in the fact that an increase in the share of long-term borrowed funds leads to an increase in the return on equity, however, at the same time, there is an increase in the degree of financial risk, i.e. there is an alternative risk and expected return.

When making decisions about the capital structure, other criteria should also be taken into account, for example, the organization's ability to service and repay debts from the amount of income received, the size and stability of projected cash flows for servicing and repaying debts, and so on. An ideal capital structure maximizes the organization's total cost and minimizes its total cost of capital. When making decisions on the capital structure, the sectoral, territorial and structural features of the organization, its goals and strategies, the existing capital structure and the planned growth rate should also be taken into account. When determining the methods of financing (issue of shares, loans, etc.), the structure of debt financing should take into account the cost and risks alternatives funding strategies, market trends and their impact on future capital availability and future interest rates, etc.

The real capital of the organization reflects the totality production resources which usually include:

• main capital;
• working capital;
• personnel (cadres).

To fixed capital include fixed assets intangible assets and long-term financial investments. Working capital spent on the purchase of funds for each production cycle (raw materials, fixed and auxiliary materials etc.), as well as for wages. Fixed capital serves for a number of years, while circulating capital is completely consumed during one production cycle.

Fixed capital in most cases is identified with the fixed assets of the enterprise. However, the concept of fixed capital is broader, since in addition to fixed assets (buildings, structures, machinery and equipment), which represent a significant part of it, fixed capital also includes construction in progress and long-term investments - funds aimed at increasing capital stock.

Under the staff (personnel) understand the totality of employees employed at the enterprise and included in its payroll.

In the activities of each company, the authorized capital plays a very important role. According to its size, you can give assessment of the state of affairs of the enterprise. UC is often the main source working capital with which the organization takes its first steps in the world of business.

What it is

Authorized capital is the initial contribution of the founders of the company, which can be calculated both in cash and in property equivalent. Its main purpose is to satisfy basic needs enterprises.

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 the Federal legislation in force on the territory of Russia. The Criminal Code is necessarily described in the statutory documentation, which is drawn up in the process of registering a business entity.

The MC of the organization performs a number of functions:

1. Reserving. In the process of forming the company's assets, the management has the opportunity to make payments on loans if they were attracted due to a lack of working capital.
2. Investment. The organization has the legal right to spend the funds of the authorized capital on the acquisition of raw materials and materials necessary for the implementation of economic and production activities.
3. Structural 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.

Thresholds

The procedure for the formation of capital (authorized) is regulated by the Federal legislation and set for each type of organization individually. For example, the minimum size of a joint-stock company is several times higher than the limit set for a limited liability company.

OOO

In 2018, the minimum amount of capital (authorized) for an LLC is set at 10,000 rubles. When it is formed, each personally pays his share.

After registering an LLC and receiving the relevant documents, its owners can increase the charter capital by contributing property, cash or other assets. It should be noted that any changes in 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 conducting state registration, the founders must make contributions of at least 50%. They are obliged to transfer the remaining assets to the ownership of the organization during the first year of its existence.

In the event that 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 joint-stock company cannot have more than 50 shareholders, and there should not be anything in it that indicates its publicity.

The minimum amount 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 placed openly.

The statutory documentation initially stipulates the share of bills that belong to each owner, as well as the number of votes given to one holder of securities.

In this situation, the minimum authorized capital of a non-public JSC must be at least 10,000 rubles.

Public JSC

The activities of public JSCs 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 acquired by the owners at the initial cost determined at the time of issue.

In the course of the activities of companies, their authorized capital can change both to a greater and lesser value, depending on the situation existing in the financial market. In accordance with the regulations of the Federal legislation, the minimum authorized 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 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 should be 5,000 minimum wages.

Municipal unitary enterprise

For municipal enterprises The federal legislation establishes the minimum value of the authorized capital, which is 10,000 minimum wages. They are created by local authorities and in the future fully supervise the activities.

Newly opened bank and credit organization

Opening process jar provides for a large number events. Its founders must comply with all requirements of Federal law in order to receive license the right to carry out banking activities.

In process 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 on special accounts of the Central Bank of Russia.

Where to submit 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 overall size UK 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 the state, they must place half of the authorized capital in a savings account.

After the founders receive the registration documentation in their hands, they must transfer the remaining part of the Criminal Code to (payment of funds to the cashier is allowed).

If one of the founders has not fulfilled its obligations and has not contributed its share in the Criminal Code, then a financial penalty provided for by the Charter may be applied to it.

Contributions to the authorized capital can be made by the founders on your own, but within the framework of the current Federal legislation:

• in cash, both in cash and in the form of a bank transfer;
• securities, in particular shares, bills, etc.;
• property and other assets;
• rights to any property.

Property contribution

To contribute property to the authorized capital, the founders need to act in a certain sequence:

1. Perform a property appraisal. To do this, you must contact a specialized company that has the appropriate permits.
2. At the meeting of the founders approve the assessment report which should be reflected in the protocol. If the company is opened by one owner, then there must be his decision, drawn up in writing.
3. Draw up an act of acceptance and transfer, on the basis of which the property is put on the balance sheet of the organization.

UK money

All funds contributed by the founders to the authorized capital of the LLC must be placed immediately on the accumulative account, and after receiving the registration documentation on the 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 currency of other states.

The founder's contribution to the current account must be documented. Usually, an announcement for a cash contribution is drawn up, consisting of several parts: receipt order, receipts and announcements.

As evidence of the deposit of funds can be considered:

• incoming cash order;
• statement from the current account;
• copies of payments and receipts;
• the provision of the company's charter, which states that the payment of the minimum amount of the authorized capital was carried out in full.

Formation example

The process of formation of the statutory fund can be considered on 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:

1. 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%.
2. 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%.
3. Sidorov N.P. made a statutory contribution in monetary terms - 120,000 rubles, in the form of the right to use the trading premises for 1 year. In percentage terms, the share was 50.21%.

Deadline for joining an LLC

The term 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.

How the increase in the authorized capital of an LLC takes place, you will learn from this video.

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