Authorized capital. Formation of authorized capital: accounting entries

Formation own funds of an enterprise occurs even before its establishment, when the authorized capital of the enterprise is formed, which is the main source of its own funds.

Authorized capital is the cost of fixed and working capital contributed by the founders when creating the enterprise for the activities specified in the constituent documents. The volume of the authorized capital characterizes the amount of invested funds, therefore the increase in the enterprise’s funds as a result of its effective activities does not affect the volume of the authorized capital. Clarification or change in the amount of the authorized capital can only occur on the basis of legally formalized and entered into force changes in the constituent documents of the enterprise.

The authorized capital is determined as follows:

– subscribed capital (the amount for which shares were subscribed at par) – in joint stock companies;

– declared capital (capital shown in the constituent documents) – for enterprises that are not joint-stock companies;

– paid-up capital (the amount actually received into the authorized capital as contributions from participants; after the completion of the founders’ contributions, it must be equal to the subscribed or declared capital).

Accounting for the authorized capital is carried out on passive fund account 85 “Authorized capital”; the credit balance on this account shows the amount of registered (declared) capital. The debit of this account shows a decrease in the authorized capital to cover losses at its expense, the exit of one of the participants from the company or the complete liquidation of the enterprise. The credit of account 85 reflects the increase in the authorized capital.

After registering the enterprise and receiving a registration certificate, the following entry is made in accounting:

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

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

The posting shows the presence of the enterprise's authorized capital and the debt of the founders who have not yet made their contributions, for the accounting of which active sub-account 1 “Settlements with founders for contributions to the authorized (share) capital” of active-passive account 75 “Settlements with founders” is used.

After depositing 50% of the registered capital amount into the current account enterprises D-t sch. 51, Kt. 75-1, the company receives a permanent certificate of registration instead of a temporary one.

Contributions to the authorized capital can be made in the form of fixed assets, intangible assets, sums of money in rubles and foreign currency, in the form of materials and other valuables. The debt, as the founders make deposits, is written off from the credit of account 75-1:

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

K-t sch. 75-1.

The following accounts can be debited:

– account 01 “Fixed assets”, which reflects the received fixed assets;

– account 04 “Intangible assets” (if invested in the authorized capital intangible assets);

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

– account 12 “Low value and wearable items”, if the participant contributed them;

– accounts 50 “Cashier”, 51 “Current account”, 52 “Currency account” (if the deposit is cash);

– account 41 “Goods”, if goods intended for resale were received as a contribution.

Participants of the enterprise can change the size of the authorized capital by making such a decision. Then, after legal registration of the change in the size of the authorized capital, the corresponding entries are drawn up, adjusting the amount of the authorized capital in account 85:

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

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

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

A decision to change the authorized capital may appear in such cases. For example, the authorized capital can be increased by additional contributions from the founders or the admission of new participants, and reduced by the return of part of the contributions, excluding someone from the list of participants. In joint stock companies, the size of the authorized capital is regulated by additional issue or cancellation of part of the shares.

Tangible assets and intangible assets that contribute to contributions to the authorized capital are valued at the value agreed upon between the founders. Also appreciate securities and other financial assets.

Currency and currency values ​​are valued at the official exchange rate of the Central Bank of the Russian Federation at the time of depositing the specified values.

The valuation of currency and other property contributed as contributions to the authorized capital may differ from their valuation in the constituent documents. In this case, the difference is written off to account 87 “Additional capital”. A positive difference in estimates is reflected in the debit of the property, currency and currency valuables accounts and the credit of account 87, and a negative difference is reflected in a reverse accounting entry. This procedure for writing off the difference in prices and exchange rate valuation allows you not to change the share of the founders in the authorized capital specified in the constituent documents.

The first operation after the creation of an enterprise is the formation of authorized capital in the BU. Its value must be determined before the company is registered, and then enshrined in the statutory documents. Let's take a closer look at how the balance sheet is formed. Postings depend on the type of contribution. But each case has its own nuances.

The essence

The authorized capital is the amount that the founders contribute after registering the company. It is displayed in the liability side of the balance sheet, as it is the source of the formation of assets. The founders can make contributions in the form of cash, non-cash funds, materials, fixed assets. The activities of the enterprise are financed from the funds of the management company.

For lenders, this value is a kind of guarantee of return on investment in the event of bankruptcy of the borrower.

Accounting

How is the formation of authorized capital reflected in accounting? Postings depend on the sources of funds. Accounts 80 and 75 are used. Receipts of funds are reflected in credit 75, and write-offs are shown in debit 75. The entry drawn up when forming the authorized capital looks like this: DT75 KT80 - the debt of the founders is reflected in the Criminal Code. Each owner must contribute to the capital in accordance with his share. Profits will then be distributed in the same ratio.

Formation of authorized capital: accounting entries

Each receipt of funds will be displayed as a separate transaction. The second posting account depends on the type of contribution. Formation of authorized capital in cash:

  • D51 K75 - non-cash transfer of funds.
  • D50 K75 - receipt of cash at the cash desk.
  • D10 K75 - contribution to the management company in the form of materials.
  • D41 K75 - reflects the formation of the authorized capital.

Posting DT01 KT75 means that the contribution was received in the form of fixed assets.

Also used to account for accrued and paid dividends. Analytics is carried out for each founder:

  • D84 K75 - accrual of dividends;
  • D75 K51 - payment of funds.

Nuances

Difficulties arise if, when forming capital, accounts 01 and 04 were used in postings. Problems arise when calculating income tax. The value of property is formed separately for accounting and accounting purposes.

According to Art. 277 of the Tax Code of the Russian Federation, property accepted into the Criminal Code is accounted for at its residual value. The latter is determined according to the seller’s NU data at the time of transfer of ownership rights, taking into account additional expenses, provided that they are included in the authorized capital. If the recipient cannot document the value of the property, then it is equal to zero. The received equipment is registered. The initial cost of an object is calculated based on the costs of its acquisition, delivery and bringing it to a state of use, minus VAT and excise taxes. The recipient cannot change the already formed value of the fixed assets by the amount of additional expenses without carrying out reconstruction, modernization, or re-equipment of the facility.

If the founder who transfers the object is an individual, then the OS is accounted for according to the report of an independent appraiser.

Example

The organization received equipment worth 80 thousand rubles. as a contribution from the founder. Let us display the formation of the authorized capital of the LLC. Postings:

  • DT75 KT80 - 80 thousand rubles. - debt of the founder for the contribution to the management company.
  • DT08 KT75 - 80 thousand rubles. - received by OS as a contribution.
  • DT01 KT08 - 80 thousand rubles. - reflects the commissioning of the facility.

Difference in calculations

Most often, the estimated value does not coincide with accounting documents. If the residual value is less, then a permanent difference arises, a constant tax liability. In accounting, the amount of depreciation is recognized monthly and the following entry is generated: DT99 KT68.

Increase in capital

The increase in the authorized capital is carried out at the expense of net assets, additional and contributions from third parties. It is allowed to use several sources simultaneously. Let's look at how the formation of the authorized capital is displayed; we won't ignore the entries in the accounting system either.

The new amount of own funds is approved at the meeting of shareholders. Then changes are made to the statutory documents, the data is registered with the Federal Tax Service and postings are generated in the accounting department. An increase in own funds does not always occur through additional contributions. Sometimes retained earnings, the amount of asset revaluation, are used for this purpose:

  • DT75 KT80 - by the amount of the increase in the Criminal Code.
  • DT84 KT75 - direction of profit into capital.

In accordance with Art. 217 of the Tax Code of the Russian Federation, income of joint-stock companies received in the form of shares, property shares or in the form of the difference between the new and original value of the Central Bank is not subject to personal income tax. The increase in the value of shares itself does not lead to real income, provided that the changes occurred due to the revaluation of fixed assets. But if the difference is formed as a result of adding part of retained earnings to capital, then such amounts are subject to personal income tax. In this case, the amount paid can be taken into account in future periods. The date of receipt of income is considered to be the day of registration of the new amount of the capital.

Let's look at how the formation of authorized capital is reflected in the accounting system. Postings with turnover according to KT80 mean that the funds came from internal sources:

  • DT83 KT80 - due to revaluation of the operating system;
  • DT84 KT80 - at the expense of special purpose funds and retained earnings.

Additional shares can be issued only within the limits of the number of securities declared. In this case, by decision to increase the capital, the company must determine:

  • number of placed ordinary and preferred securities;
  • publication method;
  • price;
  • form of payment;
  • other conditions.

Payment for additional securities is carried out at the market price, but above the nominal value. An exception is the purchase of securities by participants who already own ordinary shares. The placement price in this case can be a maximum of 10% below the market price. If professional market participants are involved in the publication, then the price of the securities can also be increased by an amount equal to the cost of intermediaries’ services. But the amount of their remuneration cannot exceed 10% of the placement price.

Decrease in capital

Regulated by law minimum size capital. Its value is calculated according to the minimum wage and depends on the form of ownership of the enterprise:

  • LLC - 10 thousand rubles;
  • CJSC - 100 minimum wage;
  • OJSC - 1000 minimum wage;
  • municipal enterprises - 1000 minimum wage;
  • state enterprises - 5000 minimum wage.

The founders may decide to reduce the amount of their own funds by reducing the price of shares or repurchasing the Central Bank. As a result, the participant is paid a remuneration in the amount of the difference between the original and new costs. Income received as a result of reducing the capital capital by changing the value of the share is subject to personal income tax.

If the company has purchased the shares, they cannot be distributed among the owners. The Central Bank must be sold or canceled and, according to general constituent documents.

In this article we will understand what authorized capital is and get acquainted with the 2 accounting accounts from which the activities of any organization begin.

  • account 80 Accounting for authorized capital
  • account 75 Settlements with founders

The entries for the authorized capital are presented below.

So, we decided to organize our own enterprise. We determine the form of ownership of our company, field of activity, name, size of the authorized capital. Register as legal entity. What's next?

Accounting for authorized capital

Authorized capital is the initial amount of funds (start-up capital) that the founders are willing to invest to ensure the activities of the enterprise. When registering an organization with the relevant authorities, constituent documents are drawn up, which include the cost of the authorized capital.

Why do you need authorized capital?

First of all, with its help, start-up capital is formed for the subsequent commercial activities of the enterprise. It consists of contributions from the founders, which can be either in the form of tangible property or in cash. Each founder has his own certain share in the capital, depending on its size, he will subsequently receive the corresponding profit from the commercial activities of the enterprise (dividends). The company is responsible for its obligations within the framework of this capital, so for creditors this is a kind of guarantee of satisfaction of their interests.

Once the amount of the authorized capital has been determined, it is necessary to reflect this amount in the accounting department new organization using the appropriate wiring. Reflection of the authorized capital is the first business transaction with which the activities of any organization begin. For this purpose, there is a corresponding account in the Chart of Accounts.

The authorized capital account is 80, it is intended to summarize information about the state and movement of the authorized capital (share capital, authorized capital) of the organization.

The cost of capital is included in the loan 80, and do not forget about. This principle applies to every business transaction, and if we deposit something on credit, then we deposit the same amount in debit; all that remains is to determine which account should be debited with this amount. There is an account. 75 “Settlements with founders”, the cost is entered into its debit starting capital. That is, in this case, the posting will look like: Debit 75 Credit 80 ( D75 K80).

Postings for the formation of authorized capital

Please note, count. 80 is always passive, it always has a credit balance. The cost of the authorized capital is paid there once when the enterprise is formed, and then every month this account remains invariably passive. Change account balance 80 can only in one case, if the value of capital changes, and corresponding changes are made to the constituent documents and only on the basis of these documents can any changes be made in this account.

Read about increasing the authorized capital in.

At the time of registration, the founders are required to contribute 75% of their share; the remaining amount can be contributed during the first year of the enterprise’s activity. You can read about changes relating to the authorized capital that come into force on September 1, 2014.

There is such a thing as minimum authorized capital. Its value varies depending on the type of property. Mainly, the minimum value depends on the size of the minimum wage (minimum wage), which is indexed annually. For example, in 2013 the minimum wage was 5,205 rubles, in 2014 – 5,554 rubles. Only the minimum value of the charter capital for an LLC does not depend on the minimum wage and is a fixed value, and quite small.

Minimum permissible amount of authorized capital:

  • for LLC and partnership – 10 thousand rubles;
  • for closed joint stock companies – 100 minimum wages;
  • for OJSC – 1000 minimum wage;
  • for municipal enterprises – 1000 minimum wages;
  • For state enterprise– 5000 minimum wage.

Let me summarize:
In the article we became acquainted with the concept of authorized capital. We figured out why it is needed, how it is taken into account in accounting, how the entries reflect the formation of the management company and the contributions to it from the founders.

Judging by the number of links on the BukhOnline forum, the topic of accounting for authorized capital and transactions with it is very relevant. This material for novice accountants outlines the basic information and rules that must be remembered when accounting for authorized capital.

Authorized capital is an integral part of the enterprise's own capital, which is widely used in. In particular, when assessing financial stability, business activity, profitability.

The size of the authorized capital establishes the minimum amount of property of a business company, which is a guarantee of satisfying the interests of creditors. Depending on the form of ownership of the enterprise, the authorized capital is modified into share capital, mutual fund or authorized capital. I note that in the future we will mainly talk about the authorized capital of the LLC.

Amount of authorized capital

The procedure for the formation and size of the authorized capital of an LLC is determined by the Federal Law “On Limited Liability Companies” dated 02/08/98 No. 14-FZ. Article 14 of this law states that the minimum authorized capital of an LLC must be no less than ten thousand rubles.

The size of the authorized capital is determined exclusively by the founders and is recorded in the constituent documents.

Accounts and transactions related to the authorized capital

In synthetic accounting, account 80 tells us about the authorized capital. Its balance is reflected in the liability line of the balance sheet of the same name and always corresponds to the amount recorded in the constituent documents (and not paid, as some accountants mistakenly believe). The authorized capital in the balance sheet is reflected in line 1310 “Authorized capital (stock capital, authorized capital, contributions of partners).” This line should contain the amount specified in the company's charter, even if it has been partially paid. In this case, the debt of the founders is subject to reflection in the group of articles 1230 “Accounts receivable”.
Analytical accounting for account 80 is carried out by founders, and in a joint-stock company, by type of shares.

The authorized capital is formed not only from cash (Dt 50, 51, 52 Kt 75), but also from fixed assets, intangible assets (Dt 08 Kt 75), materials (Dt 10 Kt 75), securities and accounts receivable(Dt 58 Kt 75). These entries reflect the receipt of deposits.

It should be noted that the Charter of the company may establish types of property that cannot be contributed to pay for shares in the authorized capital of the company. You must also remember that property transferred as a contribution to the authorized capital becomes the property of the organization and cannot be reclaimed. An exception is made for contributions in the form of the right of use (Dt 97 Kt 75).

The very first posting of the newly created organization is: Dt 75 Kt 80 - formation of the authorized capital. It is done after state registration enterprises based on the decision of the founders and the charter.

In 1C, the formation of the authorized capital occurs through an Accounting Certificate (in the “eight” - through manual transactions).

Payment by the founders of their shares

Each founder of the company must pay in full his share in the authorized capital within the period determined by the agreement on the establishment of the company or, in the case of the establishment of the company by one person, by the decision on the establishment of the company. However, this period cannot exceed one year from the date of state registration of the company.

It is not permitted to release the founder of a company from the obligation to pay for a share in the authorized capital. At the time of state registration of the company, its authorized capital must be paid by the founders at least half.

After paying for the share in the authorized capital, the founder, losing ownership of the contributed property, receives the following rights:

  • the right to receive net profit in proportion to the share of the founder;
  • the right to receive the actual value of the share (in cash or in kind) in the event of withdrawal or expulsion from the company;
  • the right to part of the company’s property after its liquidation;
  • the right to participate in the management of the company, to receive information about its activities, etc.

Contribution of property to pay for the share

The monetary value of the property contributed to pay for shares in the authorized capital of the company is approved by a decision of the general meeting of participants. This decision must be made unanimously by the company's participants.

If the nominal value of a share (increase in the nominal value of a share), paid in kind, is more than twenty thousand rubles, an independent appraiser must be involved to determine the value of this property. The nominal value of a share (increase in the nominal value of a share), paid in kind, cannot exceed the valuation amount determined by an independent appraiser.

By the way, overestimating the value of property contributed to the authorized capital can be fraught both for the participants of the company and for the independent appraiser. The fact is that they bear subsidiary liability for the obligations of the company in the amount of overvaluation of such property.

Tax accounting of property received as a contribution

For tax accounting purposes, property received as a contribution to the authorized capital must be accepted at the value at which it was taken into account in the tax accounting of the transferring party. In this case, the value of the transferred property must be documented.

In the formation of the authorized capital with property in non-monetary form has its advantages: you can deduct the property restored by the owner (here an invoice is not needed), and write off the cost of such property as an expense when taxing. The main thing is that they are properly formatted primary documents and the cost of the accepted property is correctly formed. (For more information on tax accounting of transferred property, see “”).

Authorized capital and net asset value

During the operation of an enterprise, an accountant needs to monitor whether the size of the authorized capital corresponds to the real value of the company’s property.

For example, in practice a situation may arise when the authorized capital turns out to be greater than net assets. (Let me remind you that the net asset value is determined based on data balance sheet as the difference between the value of all assets of the enterprise and its debt obligations (see order of the Ministry of Finance of Russia and the Federal Commission for the Securities Market No. 10n, No. 03-6/pz dated January 29, 2003 “On approval of the procedure for assessing the value of net assets of joint-stock companies”). Moreover, the methodology is the same for LLCs and JSCs). In this case, the LLC cannot distribute profits between participants until it puts in order the ratio of net assets and authorized capital (clause 2 of Article 29 of Law No. 14-FZ).

There are two ways: reduce the authorized capital to the amount of net assets (Dt 80 Kt 84) or increase net assets.

You can quickly increase net assets through targeted assistance from the founders or through a positive revaluation of fixed assets. The second option is best used as a last resort. After all, this event should be annual and will lead to growth.

I will also add that if a company receives property from its participants to increase the value of its net assets, it does not generate taxable income. In this case, the size of the share of the authorized capital owned by the founder does not matter ().

Sometimes it is necessary to increase the authorized capital. Most often, such an increase is made to increase the investment attractiveness of the enterprise. However, it may be due to licensing requirements, a lack of working capital, or the entry of a new participant. When increasing the capital, you also need to focus on net assets.

For example, if the authorized capital of an LLC is 50,000 rubles, and the value of net assets is 120,000 rubles, then the authorized capital can be increased by no more than 70,000 rubles. In this case, the down payment must be paid in full.

When increasing the authorized capital, its size is limited by the value of net assets, and when decreasing the authorized capital, it is limited to the minimum allowable amount.

Change of authorized capital and personal income tax

If the founder of the company is an individual, then when changing the size of the authorized capital, you should remember. Indeed, in this situation, in relation to its founders - individuals, the business company is a tax agent.

Article 217 of the Tax Code mentions the income of participants in a business company, which are exempt from personal income tax. This is income received as a result of the revaluation of fixed assets (funds) in the form of additional shares (shares, shares) received by them, distributed among shareholders or members of the organization in proportion to their share and types of shares, or in the form of the difference between the new and original par value of shares or their property share in the authorized capital.

In all other cases (for example, when the authorized capital is increased at the expense of retained earnings), the founder has taxable income. The taxpayer should include the increase in nominal value as “other income received by the taxpayer as a result of his activities in Russian Federation"(Subclause 10, Clause 1, Article 208 of the Tax Code of the Russian Federation).

General personal income tax amount is calculated based on the results of the tax period in relation to all income of the taxpayer, the date of receipt of which relates to the corresponding tax period (clause 3 of Article 225 of the Tax Code of the Russian Federation). In the case under consideration, the date of receipt of income is the date of the decision to increase the authorized capital of the company and, accordingly, the nominal value of the shares of each participant.

If the founders of the company do not work and do not receive any money from it, then it is not possible to withhold personal income tax. Considering that payment of personal income tax at the expense of a tax agent is not allowed, each founder must calculate and pay the tax independently (subclause 4, clause 1, article 228 of the Tax Code of the Russian Federation). In this case, the company, within a month from the moment of increasing the nominal share of the founder, must inform the tax office that it is not able to withhold personal income tax from the citizen, and at the end of the year, submit form 2-NDFL with the relevant information to the tax office.

If the authorized capital is reduced not due to its predominance over net assets (Dt 80 Kt 84), but by decision of the founders of the company by reducing the nominal value (Dt 80 Kt 75), the founders also have income subject to personal income tax (see).

If the authorized capital is reduced due to legal requirements, the organization itself does not receive economic benefits and should not include anything in income. If the reduction of the authorized capital is not dictated by the law, and the funds are not partially or fully returned to the participants, these funds are included in other income in accounting and as part of non-operating income in tax accounting.

Authorized capital and special regimes

Mention should also be made of the impact of authorized capital on the taxation system. The structure of the authorized capital may be the reason why an organization does not have the right to apply and.

Thus, companies cannot apply the simplified tax system if the share in their authorized capital of other legal entities is more than 25 percent (subclause 14, clause 3, article 346.12 of the Tax Code of the Russian Federation). Exactly the same requirement exists in relation to UTII payers (subclause 2, clause 2.2, article 346.26 of the Tax Code of the Russian Federation).


Introduction

1. Concept, essence of authorized capital

1 Authorized capital: composition, payment terms, replenishment procedure

Accounting for authorized capital

1 Formation and accounting of authorized capital in joint-stock companies

2 Formation and accounting of authorized capital in limited liability companies

3 Formation and accounting of mutual funds of production and consumer cooperatives

4 Formation and accounting of the authorized capital of state and municipal enterprises

Accounting for settlements with founders and shareholders

Conclusion

List of used literature


Introduction


Each organization, regardless of organizational and legal forms of ownership, must have economic resources - capital to carry out its financial - economic activity.

The relevance of this topic is that the authorized capital is an important indicator of the activity of the enterprise, as it shows that the enterprise has appropriate guarantees. This information is necessary for creditors providing investments, as well as for partners, employees and other participants in the company's activities. Currently, the largest companies are interested in the availability of this information; they publish their financial statements(including capital movements) in funds mass media and on the Internet. The movement of the authorized capital is characterized by its weak maneuverability and rare changes, therefore the accounting of the authorized capital is not very voluminous, but despite this, accounting is very important, since the work of the enterprise begins with the accounting of the authorized capital and settlements with the founders.

This work will consider:

-the procedure for forming the authorized capital for different organizational and legal forms of a legal entity;

-the procedure for accounting for the authorized capital, its reduction and increase;

-accounting of settlements with founders and shareholders.

The purpose of the course work is to reveal the principles and rules of accounting for authorized capital and settlements with founders and shareholders.

Coursework objectives:

1.Define the authorized capital of the organization.

2.Study the legislative basis for the formation of authorized capital.

.Learn to correctly reflect the authorized capital in accounting when forming, increasing and decreasing it for business companies, business partnerships, state and municipal unitary organizations and production cooperatives.

.Consider the procedure for accounting for settlements with founders and shareholders.


1. Concept, essence of authorized capital


Capital is the economic resources at the disposal of the owner of the company, which reflect the totality of monetary values, material assets and assets expressed in the form of intangible rights.

The initial and main source of formation of the organization’s property is its authorized capital. According to Civil Code RF and depending on the organizational and legal form of ownership they distinguish:

authorized capitalbusiness companies (open and closed joint-stock companies and limited liability companies); represents the totality of contributions of the founders to the property of the organization in monetary terms upon its creation to ensure activities in the amounts determined by the constituent documents, and guarantees the interests of its creditors;

share capitalbusiness partnerships, reflecting the totality of shares (contributions) of participants in a general partnership and limited partnership, contributed to ensure its financial and economic activities: the amount of the share capital is reflected in the charter and can be changed by decision of its founders with the introduction of appropriate changes to the constituent documents;

authorized capitalstate and municipal unitary organizations represent the totality of fixed and working capital allocated free of charge to the organization by the state or municipal authorities;

mutual and indivisible fundA cooperative is formed by cooperatives (artels) through share contributions in the form of cash and other property for joint business activities.


.1 Authorized capital: composition, payment terms, replenishment procedure


Authorized capital is the amount of funds (monetary, property) initially invested by the owners to ensure the statutory activities of the company. That is, the formation of the authorized capital occurs by summing up the founders’ contributions. Thus, the first independent property of a legal entity appears, that is, the material basis for the activities of the company.

In joint stock companies, the authorized capital consists of the par value of its shares, which are acquired by shareholders; in limited liability companies - from the nominal value of the shares of its participants; in partnerships - from contributions transferred by the founders to the ownership of the partnership. Article 66, paragraph 6, part 1, part 1 of the Civil Code of the Russian Federation allows payment of the authorized capital in money, securities, other things or property rights or other rights with a monetary value. This norm is duplicated by the Federal Laws “On Limited Liability Companies” and “On Joint Stock Companies”.

It must be borne in mind that objects cannot be used as a contribution intellectual property(patent, object copyright, including computer programs, etc.) or know-how. On the other hand, the right to use such objects can be used as a contribution. In particular, it is possible to use the entry of lease rights as a contribution to the authorized capital. Clause 2 of Art. 165 of the Civil Code of the Russian Federation gives the tenant the right to contribute rental rights under the agreement as a contribution to the authorized capital. In this case, the tenant remains liable under the agreement to the lessor. However, in practice, the courts can satisfy the lessor's claim against the company into whose authorized capital the rental rights were contributed. In the event of termination of the right to use property before the expiration of the period for which this property was transferred for use, the provisions of the Federal Laws “On Limited Liability Companies” and “On Joint-Stock Companies” come into force.

The formed authorized capital is the minimum guarantee that the company is able to satisfy the interests of its creditors (Clause 1, Article 99 of the Civil Code of the Russian Federation, Article 25 of the Federal Law “On Joint-Stock Companies”, Part 4, Clause 1, Article 14 of the Federal Law “On limited liability companies"). Considering the fact that the size of the authorized capital is set at 100 minimum wages for the most frequently registered legal entities (CJSC, LLC), it becomes not entirely clear how the claims of creditors can be satisfied with such a small amount.

Of course, one can object to this that there is such an organizational and legal form as an OJSC, where the authorized capital is determined in the amount of at least 1000 minimum wages (100,000 rubles) or the types of economic activities are defined, carrying out which the companies are forced to increase the authorized capital to the required (necessary) ) amount (retail sale of alcohol - 500,000 rubles, alcohol production - 1,000,000 rubles, etc.).

In this regard, there have long been debates about the appropriateness of the size of the authorized capital in such a small amount. Should it be increased or should it be kept the same size?

It makes no sense to increase the authorized capital, thereby trying to make creditor guarantees more significant. It would be more logical to tighten liability measures, measures to hold shareholders and managers accountable, improving the provisions of bankruptcy legislation. Perhaps this will yield positive results.

In addition, the authorized capital cannot indicate the economic reliability of the company. It does not reflect the real value of the property on the company's balance sheet. This is just a value with the help of which it is possible to ensure a certain availability of property in society, the value of which is equal to or greater than this value. And the main indicator in this is the ratio of the value of the company’s net assets and the size of the authorized capital. In particular, joint-stock companies are required to submit quarterly information on net assets to the registration authorities (Clause 1, Article 5, Clause 5, Article 17 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”). This amount is entered into the register (Unified State Register of Legal Entities) and is reflected in the extract from the Unified State Register of Legal Entities in the column following the size of the authorized capital. In relation to LLCs, such a rule has not yet been established. However, given the fact that the legislator is increasingly bringing the provisions of the Federal Law “On Limited Liability Companies” into line with the provisions of the Federal Law “On Joint Stock Companies”. ", perhaps this norm will soon be enshrined. The funds contributed by the founders to pay for the authorized capital become the property of the legal entity. The founders lose all rights to them, and the company, in turn, has the right to dispose of them at its own discretion. The value of the property (fixed assets of the company) the same contributed as payment for the authorized capital is also repaid through depreciation. If necessary, you can restore the fixed asset item. This is done through repair, reconstruction and modernization. If the value of an object becomes so low that it is not able to generate income for the organization (for example, physical wear and tear of equipment), it must be written off from accounting.

Do not forget that the value of the company's assets should not be less than the size of the company's authorized capital. Since if the value of assets is negative, the provisions on reducing the size of the authorized capital or liquidation come into force (Article 35 of the Federal Law “On Joint-Stock Companies” and Article 20 of the Federal Law “On Limited Liability Companies”).

The above provisions also contain a guarantee function of the authorized capital, expressed in the ability of creditors to use the right to early fulfillment of obligations, and if it is impossible to fulfill them, to terminate obligations and compensate for losses.

Other provisions may also be included in the warranty function. So, for example, in accordance with paragraph 3 of Art. 2 of the Federal Law "On Limited Liability Companies", before payment of 50% of the company's shares distributed among its founders, the company has no right to enter into transactions not related to the establishment of the company, declare the payment of dividends (Article 43), or issue bonds or options.

Confirmation of payment of the authorized capital is important when disputes arise regarding the formation of the authorized capital or the acquisition of the status of a member of the Company. In particular, Letter of the Federal Tax Service of Russia dated December 13, 2005 No. ШТ-6-07/1045 “On documents confirming payment of the authorized capital” gives some clarifications regarding this issue: “when a company sends the corresponding package of documents to the licensing authority in order to obtain a license to carry out one of the types of activities related to the production of ethyl alcohol, alcohol and alcohol-containing products, the tax department indicates that documents confirming payment of the authorized capital, when paying in cash, can be a bank certificate confirming the crediting of money to the current account in payment of the authorized capital, signed by the head and the chief accountant of the bank, as well as copies of the primary payment documents; when paying for the authorized capital in non-monetary means - a copy of the document confirming the participant’s ownership of the property, with the attachment of a report on the assessment of the objects of assessment and the certificate of acceptance and transfer of property.”

The involvement of an independent appraiser is necessary only if the value of the appraised property contributed to the authorized capital when establishing a legal entity is more than 20,000 rubles. (clause 2 of article 15 of the Federal Law “On Limited Liability Companies”). The provisions of the Federal Law “On Joint Stock Companies” provide for such an assessment in any case when paying for the authorized capital with property (Article 34).

The question of the timing of payment of the authorized capital is at the discretion of the founders, of course with certain restrictions. In particular, the Federal Law “On Limited Liability Companies” allows payment of a share within the period specified in the establishment agreement, and in the case of the establishment of a company by one person - within one year from the date of state registration. In this case, shares are paid not lower than their nominal value, and exemption from payment of shares is not allowed.

The Federal Law “On Joint Stock Companies” provides for other payment rules: shares of a company distributed upon its establishment must be fully paid within a year from the date of state registration of the company, unless a shorter period is provided for in the agreement on the establishment of the company.

At least 50% of the company's shares distributed upon its establishment must be paid for within three months from the date of state registration of the company. The Federal Law “On Limited Liability Companies” allows payment of the authorized capital in the corresponding unpaid part even after the expiration of a one-year period from the date of state registration of the company, if for certain reasons these contributions were not paid by the participants. If a participant fails to pay the share in full, the unpaid part of the share passes to the company. The provision of the article of the Federal Law “On Limited Liability Companies” duplicates the provision of paragraph 1 of Art. 34 of the Federal Law "On Joint Stock Companies", which states that in case of incomplete payment of shares in deadline, ownership rights are transferred only to those shares whose placement price corresponds to the unpaid amount (the value of the property not given in payment for the shares).

The company's charter may contain sanctions for failure to fulfill the obligation to pay for shares (Article 34 of the Federal Law "On Joint-Stock Companies") and shares in the authorized capital of the company (Article 16 of the Federal Law "On Limited Liability Companies") in the form of a penalty, fine or penalty.

There are no obstacles to replenishing the authorized capital in the current legislation, of course, if the company's participants do not want to liquidate it. So, for example, a reserve or other fund can be created in a society. Such funds have a strictly intended purpose, reflected in the statutory documents. In particular, the purpose of the reserve fund is to cover society's losses. The reserve fund is formed through annual contributions determined by the founders (the amount of contributions cannot be less than 5% of the net profit, and the amount of the authorized capital itself must not be less than 5% of the authorized capital of the company). In limited liability companies, in addition to the reserve fund, which is formed voluntarily, the company's charter may stipulate the making of contributions to the company's property. These contributions are not contributions to the authorized capital and can be spent or directed to other funds of the company for their intended purpose.


2. Accounting for authorized capital

capital accounting dividend shareholder

According to regulatory documents The authorized capital for different groups of organizations and organizations is paid in full or in part at the time of their state registration. Before registration, the organization opens a special savings account in a bank, from which the bank does not carry out any operations until the state registration of the account owner. After registration, the savings account is converted into a current account. If, within a year from the date of registration of the organization, its partially paid authorized capital is not brought to the level stated in the constituent documents, the organization is obliged to register a decrease in the authorized capital. If the reduced authorized capital is less than the lower limit established by law, the organization is subject to liquidation.

Accounting for the authorized capital is carried out on account 80 “Authorized capital”. After state registration (entering information into the register of legal entities), account 80 reflects the amount of the authorized capital with the simultaneous accrual of the founders’ debt for unpaid deposits.

When the amounts of deposits of the founders are actually received in the form of cash, entries are reflected in the credit of account 75 “Settlements with founders” (subaccount 75-1) in correspondence with the accounts for accounting for cash. Contributions of deposits in the form of material and other assets (except for cash) are recorded by entries on the credit of account 75 “Settlements with founders” (subaccount 75-1) in correspondence with accounts 08 “Investments in non-current assets”, 10 “Materials”, 15 “Procurement and acquisition of material assets,” etc.

The procedure and features of the formation of the authorized capital are determined by the organizational and legal form of the legal entity (Table 2.1).

Table 2.1. The procedure and features of the formation of authorized capital

OPF Capital structure Sub-accounts to account 80 Business partnership (full and limited) Share capital - the totality of contributions of participants made to carry out business activities. In a general partnership, the participants are liable with all their property for the obligations of the partnership. In a limited partnership, in addition to the participants, there are investors who are liable for the obligations of the partnership within the limits of their contributions. 80-1 Share capital 80-1.1. Unpaid and paid capital 80-1.2. General partners and investors Joint-stock company (open and closed) The authorized capital is divided into a certain number of shares and represents the par value of the shares acquired by shareholders. Formed through the primary issue of shares. Company participants bear the risk of losses only within the value of the shares they own. By type of shares: 80-1 Common (ordinary shares) 80-2 Preferred shares By stages of capital formation: 80-1 Authorized capital 80-2 Subscribed capital 80-3 Paid-up capital 80-4 Withdrawn capital Limited liability company, additional liability company The authorized capital consists of the value of the contributions of participants and is divided between them into shares of certain sizes. The participants of the LLC are liable for the obligations of the company within the limits of the contributions made. Participants of an ALC are liable for the obligations of the company with all their property in the same multiple of the value of deposits. Sub-accounts are not allocated


The amount of the authorized capital may, by decision of the founders, increase or decrease in the process of financial and economic activities, with mandatory registration changes in constituent documents.

A change in the authorized capital can be made when changing the organizational and legal form, as well as in the cases (Table 2.2):


Table 2.2 Change in authorized capital

Increasing the authorized capitalReducing the authorized capital1. When accepting a new participant or making additional contributions D 75.1 K 80 2. When using part of retained earnings or additional capital, an additional issue of shares is made in the JSC D 83.84 K 80 3. In case of an increase in the par value of shares (for JSC) D 50 (51, 70, 75.1) K 801. When the founders leave and return deposits D 80 K 75.1 2. when the par value of shares decreases D 80 K 50 (51, 70, 75.1) 3. When the number of shares in circulation decreases (repurchase of shares ) D 80 K 81 4. In case of incomplete coverage of the amount of the authorized capital by subscription to shares 5. If the amount of the authorized capital is lower than the value of the net assets of the organization D 80 K 84 6. Upon liquidation of the organization


2.1 Formation and accounting of authorized capital in joint-stock companies


A joint stock company (JSC) is a company whose authorized capital is divided into a certain number of shares; participants joint stock company(shareholders) are not liable for its obligations and do not bear the risk of losses associated with the activities of the company, within the limits of the value of the shares they own (Article 96 of the Civil Code of the Russian Federation).

Legal status joint stock company, the rights and obligations of the shareholder, accounting of the authorized capital and settlements with the founders is carried out in accordance with the Civil Code, the Federal Law "On Joint Stock Companies" (as amended on July 11, 2011 No. 200-FZ) and regulatory documents regulating this process.

A joint stock company, the participants of which can alienate the shares they own without the consent of other shareholders, is recognized as an open joint stock company (OJSC). Such a company has the right to conduct an open subscription for shares issued by it and their free sale under the conditions established by law and other legal acts(Article 97 of the Civil Code of the Russian Federation).

A joint stock company, the shares of which are distributed only among its founders or another predetermined circle of persons, is recognized as a closed joint stock company (CJSC). Such a company does not have the right to conduct an open subscription for the shares it issues, or otherwise offer them for acquisition to an unlimited number of persons (Article 97 of the Civil Code of the Russian Federation).

The authorized capital of a joint stock company is assessed at the par value of shares acquired by shareholders. On the day of registration of a joint stock company, its authorized capital must be paid up by at least 50%. The remaining half is paid no later than 12 months from the date of registration, regardless of whether the company has started its activities or not.

For example , the closed joint-stock company "RKTs" is registered. The amount of authorized capital is 15,000 rubles. The authorized capital is divided into 1,500 ordinary shares with a par value of 10 rubles. Founders of the company: OJSC "Billing Center" - subscribed to 1,310 ordinary shares; CJSC "Torgtekhnika" - subscribed to 190 ordinary shares. Let's formulate business transactions, we define the corresponding accounts:

Table 2.1.1

No. Document and contents of the transaction Corresponding accounts Amount, rub. DebitCredit123451Constituent documents. The amount of the registered authorized capital of CJSC "RCC" is reflected: 758015 0002 Certificate of acceptance and transfer of fixed assets. Protocol for agreeing on the cost of a passenger car. OJSC "Billing Center" contributed to the authorized capital of CJSC "RCC" car, the estimated value of which is 12,600 rubles. 087512 6003Extract from the current account. OJSC "Biding Center" deposited the balance of its contribution in money to the current account of CJSC "RCC" 51755004Extract from the current account. CJSC Torgekhnika made its contribution in cash to the current account of CJSC RKTs51751900

In the course of its activities, a joint stock company can increase or decrease its authorized capital.

According to Federal law"On Joint Stock Companies" the authorized capital may be changed by increasing the par value of shares or placing additional shares. A mandatory condition for increasing the authorized capital is full payment of its previously announced amount and all registered issues of shares and other securities.

The increase in the authorized capital is carried out at the expense of the company's property. The amount by which the authorized capital is increased must not exceed the difference between the value of the company's net assets and the amount of the authorized capital and reserve funds.

The decision to increase the authorized capital of the company by increasing the par value of shares is made by the general meeting of shareholders (clause 2 of article 28 of Law No. 208-FZ). The Company has the right to decide to increase the authorized capital by increasing the par value of all outstanding shares of a certain category and type. In this case, the par value of all ordinary and preferred shares of the same types should increase equally. In the process of changing the par value of shares, these securities cannot be converted into shares of another type.

Depending on the sources of increase in the authorized capital in accounting, this operation will be reflected as follows:

Dt sch. 83 “Additional capital” - Kt 80 “Authorized capital” - increase in authorized capital due to share premium;

Dt sch. 84 “Retained earnings” - Kt 80 “Authorized capital” - increase in authorized capital at the expense of retained earnings,

Dt sch. 83 "Additional capital" - Set of accounts. 80 “Authorized capital” - an increase in the authorized capital due to the revaluation of fixed assets.

The following records are made simultaneously:

Dt sch. 75 "Settlements with founders" - Set of accounts. 80-1 “Announced capital”, Dt. 80-1 “Announced capital” - Set of accounts. 80-2 "Subscribed capital",

Dt sch. 80-2 "Subscribed capital" - Set of accounts. 80-3 “Paid-up capital” - the amount of the difference between the new value of the shares and their par value before conversion.

An increase in the authorized capital of a company by placing additional shares is adopted by the general meeting of shareholders or the board of directors of the company.

General meeting shareholders may decide on an additional placement of shares only when placing shares through:

· closed subscription;

· open subscription of ordinary shares constituting more than 25% of the number of previously placed ordinary shares;

· open subscription of issue-grade securities convertible into ordinary shares that can be converted into ordinary shares constituting more than 25% of the number of previously placed ordinary shares (clauses 3 and 4 of Article 39 of Law No. 208-FZ).

After the decision to issue additional shares and their placement is registered in accordance with the established procedure, a report on the results of the placement of additional shares must be approved. And only after this can a decision be made to increase the authorized capital of the company by the amount of outstanding shares and changes can be made to the company's charter. Additional shares placed by subscription are placed subject to full payment. The procedure for paying for additional shares is established by Art. 34 of Law No. 208-FZ.

The following entries are made in accounting:

Dt sch. 50 "Cashier", account. 51 "Current account", account. 52 "Currency accounts" - Set of accounts. 75-1 “Calculations for contributions to the authorized capital” - funds were received to pay for the increase in the authorized capital.

Dt sch. 58" Financial investments" - Account 75-1 "Settlements for contributions to the authorized capital" - securities of third-party organizations were received as payment for an increase in the authorized capital.

Dt sch. 08 "Investments in non-current assets" - Set of accounts. 75-1 “Calculations for contributions to the authorized capital” - fixed assets and intangible assets were contributed as payment for additional shares placed by subscription.

After registering the results of the placement of shares and making changes to the charter of the joint-stock company, the following entries are made:

1.Dt sch. 75-1 "Calculations for contributions to the authorized capital" - Set of accounts. 80-1 “Announced capital” - for the amount of additionally placed shares;

2.Dt sch. 80-1 “Announced capital” - Set of accounts. 80-2 "Subscribed capital" - by the amount of increase in the allocated capital"

.Dt sch. 80-2 "Subscribed capital" - Set of accounts. 80-3 “Paid-up capital” - the amount of additionally paid shares placed by subscription.


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