Businesses need funds to run their business. They give you the opportunity to get started. Their size can be different, depending on the norms of the law. It is important to know how to properly form the authorized capital.
Important Aspects
Capital - the monetary value of the property of enterprises. It is owned and borrowed. The capital of organizations is considered from several positions. Distinguish between real and money capital.
The first exists in the form of production resources, the second - in the form of finance. It is used to acquire resources. Depending on the source of formation, capital can be owned and borrowed.
Any changes relating to the Criminal Code should occur only in cases that are permitted by law or constituent documentation.
During the formation of capital, an additional source of funds may be formed - share premium. Legislative bodies put forward specific requirements for capital. Equally important is the question of the minimum size.
The authorized capital may consist not only of finance, but also of securities, material values, property rights. The calculation is carried out using the minimum wage (minimum wage).
Each type of organization has its own:
Foundations and non-profit organizations do not require authorized capital. The amount of capital can increase and decrease. The increase contributes to the growth of the organization. Perhaps this is the case if the previous capital was deposited earlier.
A meeting of the founding persons of the enterprise is convened, and a decision is made to increase the capital. The reasons for the increase are:
- the organization needs funding for its further growth;
- employees need to provide securities;
- merger with another organization.
If the company wants to develop, the capital must be constantly increased. It must be open to the public.
It happens that the company reduces its state.
The reasons may be:
Reduction of capital may occur on a voluntary basis or as required by law. The authorized capital includes a certain number of shares of various types, which have a fixed par value.
Its formation, change is regulated by law. It is formed on the basis of contributions from participants. Comprises:
The share of the authorized capital may be sold to other participants. The seller must notify the other participants about this one month in advance. shares must be certified by a notary.
To register a sale, you will need the following documents:
- photocopies of the constituent documentation of the enterprise;
- registration number;
- extract from the register of legal entities;
- charter;
- participant data.
Account 80 is intended for the authorized capital - a generalization of data on its condition and movement. Capital is accounted for. If the capital changes, it must be re-registered.
Basic definitions
| Authorized capital | The amount of finance provided by the founding persons of the organization for further activities |
| Company | Closed company in which shares are distributed only among the founders |
| OOO | A limited liability company opened by one or more persons |
| Share | The contribution of each member of the organization to the activity |
| Emission | Issuance of new finance or securities of a valuable nature |
| Founder | Person of physical or legal type, created by a new organization |
| nominal cost | The price that is set at the time the share is issued |
| Organization property | A set of elements of a material and intangible type, which belong to the organization, are intended for the implementation of activities |
| Net assets | The amount that is determined by subtracting from the amount of assets those liabilities that are taken into account |
What is its role
The authorized capital is important for any type of organization, it performs many functions. Main:
Thanks to the authorized capital, the company will be financially stable. Acts as collateral.
Current regulatory framework
According to, the authorized capital must be paid before the registration of the organization.
It states that if at the end of the reporting year the value of net assets is less than the authorized capital, then the organization is obliged to declare this and register the fact of the decrease.
On the basis of the following, an organization is recognized as a company in which the authorized capital is divided into shares. According to , the MC consists of the value of contributions by the shareholder of the enterprise.
Emerging nuances
When registering an organization, the formation of the authorized capital is mandatory. You can deposit both money and property. Financially, it's clear. What about property? The material share must have a financial value.
Video: the essence of the authorized capital
It is determined by all the founders at the meeting. If this is not possible, it is allowed to establish the value by independent appraisers.
When a new shareholder appears in the organization, the capital can increase at his expense. He must issue an application addressed to the director, in which he indicates the amount of the contribution, the term for its payment and the share in the capital.
After that, a meeting is called at which the following is decided:
- what will be the size and nominal value of the share of the new shareholder;
- how the share of each participant will change;
- registration of a new one in connection with the increase in the Criminal Code.
When forming capital, it is important to consider the following:
| Shares can be paid | Finance, securities of valuable content, property, intangible assets. Their price cannot be less than the nominal |
| Property price | Should be on par with the market |
| Changes in equity | Must comply with legal requirements |
| Participants who contribute to the organization (its capital) | A certificate must be issued |
| It is possible to reduce the authorized capital | Only after notifying creditors |
| It is allowed to increase the UK only after making a contribution | In full amount of all shareholders of the enterprise |
The capital may be increased by additional contributions, additional capital or part of it.
During the creation of the authorized capital, it is necessary to take into account some features. Its structure and size must meet a number of conditions.
Among them are the following:
- manufacturing industry;
- the size of the organization;
- cooperative level of the enterprise;
- service level.
The minimum amount of capital is regulated by law, the maximum is not, it can be anything. Changes are possible only by the general decision of the shareholders of the organization.
Change options:
- a part of the shares is canceled or redeemed with the par value preserved;
- the par value of shares decreases;
- the amount of capital is preserved by combining shares;
- additional shares are issued.
Step-by-step instructions for increasing capital:
- At the meeting, a decision is made to change the capital.
- A new version of the charter is being prepared.
- Paid to the state, the amount is 800 rubles.
- Documents are being prepared that confirm the payment of an additional fee or the arrival of a new participant.
- Within a month after the change in the charter, documents are submitted to the tax service for registering an increase in capital.
What the bank needs to know
To ensure its activities, the bank must also have its own capital. It is formed on the basis of each participant.
The MC of banks performs many functions, including:
- the role of the start-up funds required for primary costs;
- acts as a regulator of activity;
- building customer confidence;
- acts as a shock absorber, which repays the damage from expenses.
The authorized capital of the bank includes:
- par value of shares;
- the amount of investments by the state or as a private share;
- rights to use natural resources.
Consists of fixed capital and additional. The main one is the one that is paid and registered. When registering a bank, it is necessary to have a minimum capital, its size is 180 million rubles.
Contributions to the UK can be made both in rubles and in foreign currency. The authorized capital can be formed only with own funds, it is impossible to use credit or budgetary funds.
The share of each of the shareholders should not exceed 35%. The legislation puts forward many requirements for the capital of banks.
Features for the enterprise
The authorized capital of enterprises must include a fixed number of shares of various types with a certain par value. The share of each participant is expressed in ruble equivalent or as a percentage of the total capital.
At the time of registration of the organization, capital must be formed for half of the total amount. The remaining funds are paid during the year after the opening of the enterprise. If one of the founders does not pay his share on time, he will face a fine.
Thus, the authorized capital is a necessary condition for the creation of a new enterprise. To start an activity, the capital must be minimal, its size is established by law.
In the course of activity, it can either increase or decrease. These changes must be decided at a meeting of shareholders of the enterprise.
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Authorized capital of LLCThe authorized capital is a necessary contribution to the business at the start. What authorized capital is needed to open an LLC in 2018? The answer is in our article.
What is the authorized capital of the enterprise? The authorized capital is, in fact, the minimum level guarantee of the fulfillment of the obligations of a legal entity. Accordingly, this is the property (monetary or monetary and non-monetary) determined by the law and the voluntary initiative of the founders, which the company provides as a guarantee of the interests of creditors. The amount of the UK must be fixed in. By the way, there is no consensus on how to pronounce authorized or authorized capital correctly. From the point of view of a number of dictionaries of the Russian language, it is correct to say “the authorized capital of an enterprise”, but at the same time, other sources of phonetics and spelling allow both options as equal.
What is share capital for? As noted above, the authorized capital is the capital with which the company can pay for its obligations. Thus, creditors by law have the right to recover from unlucky entrepreneurs only those assets that make up the authorized capital and are clearly spelled out in. Founders contribute their funds in certain shares. A share in the authorized capital is the contribution of a particular founder to the general account of the authorized capital. Depending on the size of the share, the founders will make decisions in the activities of the company.
Authorized capital of LLC since 2018
And some more information you should know:
- The contribution of the authorized capital during the registration of an LLC is not required, it is only important to pay the authorized capital to each of the founders within 4 months after receiving the documents on registration of the LLC.
- Payment of the authorized capital upon registration of an LLC in 2018 is made by each of the founders personally in the amount corresponding to his share.
- When determining shares at the stage of registration of an LLC, the founders must remember that the nominal value of a share in the authorized capital is a value in rubles, in the future, it may grow if the authorized capital grows.
- The authorized capital can be increased both at the expense of cash and at the expense of property contributions, securities or other assets.
- The authorized capital in an LLC in 2018 can only be changed with the participation of a notary.
Formation of the authorized capital
Let's take an example of how the authorized capital of a limited liability company can be formed. Suppose that three founders decide to organize their LLC. The size of the authorized capital of an LLC in 2018, according to the law, cannot be less than 10,000 rubles. If all founders want to have equal shares in the authorized capital, then they need to increase the authorized capital to a number divisible by 3. Thus, the minimum authorized capital of an LLC should be 10,002 rubles, and each founder must contribute to the authorized capital for 3334 rub. Watch the video, which explains in detail the process of formation of the authorized capital:
The minimum amount of the authorized capital of an LLC in 2018
The minimum amount of the authorized capital of an LLC is 10,000 rubles, but there are features for a number of enterprises. The minimum authorized capital is prescribed by law for joint-stock companies. In addition, for banks, insurance companies, vodka producers and some other types of business, the amount is different and much more: from 80 million rubles. and higher. By the way, entrepreneurs often choose individual entrepreneurs, because. this organizational form does not require such a monetary contribution at the start.
Deadline for contributing the authorized capital to an LLC
The maximum payment term is 4 months from the date of registration of the LLC.
By this time, each of the founders is obliged to contribute their share. Otherwise, at the general meeting of the founders, a decision is made to transfer the share in favor of the company.
How to deposit the authorized capital to the account of the created LLC
The procedure for contributing the authorized capital of an LLC has not changed since 2018. As in 2017, the minimum amount is paid only in cash. Since the contribution of the authorized capital is allowed after the opening of the LLC, then the contribution to the current account of the authorized capital does not present any problems. After registration, a current account is opened, to which all founders transfer funds. There is only one time limit - no later than 4 months from the date of registration. Is it possible to spend the authorized capital of an LLC? Yes, you can spend on company needs, including paying salaries or purchasing office equipment. A sample certificate of payment of a share in the authorized capital of an LLC is available on our website.
The beginning of the activity of an enterprise of such forms of ownership as OJSC, CJSC, LLC provides for the creation of an authorized capital. These are all tangible and intangible assets that provide security guarantees for the shares of co-founders. If start-up capital can be spent in full for the purpose of implementing a business project, then the authorized capital remains unchanged for two years. We will analyze the details in the article.
What is authorized capital
The authorized capital is all the resources of the organization necessary for its successful launch. This includes cash, securities, property. The management company is formed from its own and investment funds. The resources involved from outside are provided with a guarantee of return at the expense of the authorized capital. In other words, the MC shows the initial value of the assets of the enterprise.
One or more persons take part in the establishment of the authorized capital of an LLC. Co-founders make a feasible contribution with tangible and intangible values. The interest of the LLC participants is to receive dividends throughout the entire activity of the enterprise as a percentage, according to the value of the shares.
The authorized capital of an LLC is the minimum property valuation of an organization, equivalent to the nominal value of the shares of co-founders. The management of the enterprise signs an agreement with each investor. Under the terms of the agreement, the UK acts as a guarantor covering all possible losses in the future.
Meaning and functions
The authorized capital is the initial financial component of the enterprise. The total amount of resources depends on the functionality of the organization. When registering a legal entity, the starting amount is fixed.
The authorized capital in the modern sense is divided into two categories:
- Equity acting as a guarantor to the founders of the business. Includes all enterprise resources.
- Capital as an accounting and legal unit- this is the money and income received in the process of development of the organization. The movement of funds is reflected in the accounting entries.
The value of the authorized capital is embedded in its functions:
- Formative function. Based on Russian legislation, the minimum size of the UK and its material basis are determined. Conditions for increasing or decreasing capital are negotiated. The starting function gives an initial impetus to the beginning of the organization's activities and lays the material base for the future.
- guarantee function. If the organization's activities turn out to be unprofitable, the UK will serve as a guarantor, ensuring the repayment of debt to creditors and investors.
The authorized capital is considered enterprise asset. In the event of an unexpected termination of activity or bankruptcy of the organization, all property is put up for sale in order to return the value of the shares to the co-founders.
Minimum authorized capital
The federal law on the minimum size of the Criminal Code No. 14 FZ of February 8, 1998, as amended and supplemented for LLCs, came into force on January 1, 2017.
According to Federal Law No. 14, the smallest starting amount is 10,000 rubles. Moreover, it must be paid only in monetary terms. The remaining amount, exceeding the minimum amount, is formed at the expense of any resources.
Enterprises whose predicted profit is quite high are given an increased size of the authorized capital:
- 100 million rubles will be contributed by organizations whose activities are related to gambling: casinos, slot machines, bookmakers;
- 300 million rubles - the starting amount for banks;
- 90-180 million rubles - licensed organizations providing loans to the population;
- 60–120 million rubles will be contributed by medical insurance companies;
- Producers of alcoholic beverages will pay 80 million rubles.
The size of the UK is primarily influenced by the type of activity. The constituent documents of an LLC stipulate the minimum starting amount and the conditions under which its size is reduced or increased.
The size of the UK may be affected by legislation at the regional level. Local authorities have the right to establish restrictions under the Criminal Code for certain categories of products and services.
What affects the size of the authorized capital
In the course of the activity of the enterprise, the funds of the authorized capital are allowed to be spent on their own needs: the purchase of equipment, raw materials, the payment of wages, the payment of rent for premises. At the end of the second reporting year, the amount of the authorized capital should not be lower than the pledged initial cost.
The size of the starting amount and its change significantly affect the change in the value of the shares of depositors.
During the operation of the enterprise, a voluntary decrease in the initial capital is possible. If the board of directors deems it appropriate to reduce the starting amount, then appropriate adjustments are made to the company's Charter. For example, the entered production building is not used for its intended purpose. It is returned to the co-founder in the property.
The percentage of depositors' shares will remain unchanged, and the monetary indicator will decrease in accordance with the decrease in the size of the authorized capital.
Consider an example:
Established initial capital in the amount of 2,000,000 rubles. The LLC has three founders.
The share of Sergeev I.V. - 60% = 1,200,000 rubles.
The share of Yakovlev S.K. - 25% = 500,000 rubles.
The share of Chernova E.S. - 15% = 300,000 rubles.
By agreement of the parties, the size of the Criminal Code was reduced to 1,200,000 rubles. Thus, the equity participation of co-founders will change only in monetary terms:
Sergeev I.V. - 60% = 720,000 rubles.
Yakovlev S.K. - 25% = 300,000 rubles.
Chernova E. S. - 15% = 180,000 rubles.
It is allowed to reduce the starting amount of capital to its limit value - 10,000 rubles. If its size is below the minimum level, the enterprise is subject to liquidation.
At the meeting of co-founders, a decision may be made to increase the size of the Criminal Code, drawn up by an additional document to the Charter of the organization. The percentage of investors' shares will not change, but the amount of dividends will increase.
The increase in the value of shares is calculated by analogy with the example discussed above.
How is the authorized capital of an LLC formed?
At the stage of formation of the LLC, the Charter is drawn up, which specifies the size of the UK. Both one and several co-founders take part in the creation of the company. It is clear that it makes no sense to start activities with 10,000 rubles. In practice, the initial starting amount is much higher. Additionally, what is more profitable to open an individual entrepreneur or LLC.
Registration of an LLC provides for the filing of constituent documents, which spell out the estimated value of the enterprise. A checking account is opened. Within four months after the official registration of the company, the authorized amount is fully paid by the co-founders.
Application methods:
- the amount of money in Russian rubles is sent to the settlement account of the LLC;
- money in the form of securities: shares, financial certificates, bills of exchange, checks, etc. are provided with an extract from the LLC register;
- real estate, equipment, transport, technical equipment, equivalent to a monetary unit;
- property rights, trademarks and more.
The introduction of intangible assets provides for a preliminary valuation if the nominal amount of the property is above 20,000 rubles. An independent appraiser is appointed. When registering an LLC, the tax service is provided with a document on the ownership of the object, acting as a share of the UK, an act of transferring property to the LLC and a report on its assessment.
An interesting moment! If one of the founders made a contribution to the management company, for example, in the form of promissory notes, then they become the property of the LLC. If, for some reason, the company transfers the rights to the securities back to the investor, then for the latter it is taxable income. It turns out that for their own bills, the investor will pay income tax.
Structure
The financial component of the starting amount of an LLC is divided into five elements:
- , expressed in the initial cost of the shares of the organization. The indicator characterizes the basis and property base, which determines the future activities of the LLC.
- Extra capital. It is formed due to changes in the value of the enterprise on the basis of revaluation, revaluation, gratuitous transfer to third parties, profit from the sale of securities. The difference between the initial cost of assets and the proceeds from their sale is taken into account.
- Reserve capital- the emergency reserve of the enterprise, formed from the means of profit. It is used to pay off losses and eliminate force majeure situations. The size of the AC is not less than 15% of the UK LLC.
- retained earnings- This is a profit margin. The indicator characterizes the financial stability of the enterprise. NP is a key source of financing for LLCs. It can be directed to the authorized capital, current operations of the organization, increase in liquid assets.
- trust funds, raising funds from the undistributed or net profit of the LLC. The funds are directed to technical equipment, equipment modernization, social development of the enterprise, research, purchase of raw materials to increase production. Social development involves maintaining a favorable atmosphere in the team.
Kinds
Depending on the organizational and legal form, the Criminal Code is divided into four types:
- Share capital provided for in organizations that do not have a Charter. This includes general partnerships and limited partnerships. The financial component of the share capital is formed from the shares and contributions of the co-founders in monetary and property terms.
- Authorized fund- these are all intangible values of the enterprise necessary for the implementation of the organization's activities. UV is laid in state and municipal enterprises.
- Unit trust- used in cooperative organizations. Joint activity provides for the combination of share contributions of co-owners and funds earned in the course of doing business.
- provided for in CJSC, OJSC, LLC. This is the initial financial component necessary to launch a new enterprise and ensure the safety of attracted investment funds.
What is a share in the authorized capital of an LLC
One or more members can open an LLC. In the first case, the capital is not divided. In the second, the starting amount is divided into shares as a percentage, depending on the contribution of the co-founders.
Consider an example of calculating shares:
According to the Charter of the LLC, a UK is required in the amount of 1,300,000 rubles.
Khakimov M. Yu. contributed 900,000 rubles. Its share = 70% (900,000*100/1,300,000);
Yurasova E.V. contributed 200,000 rubles. Its share = 15% (200,000*100/1,300,000);
Sergeev V.N. contributed 200,000 rubles. Its share = 15% (200,000*100/1,300,000).
The total amount of shares is 100%, which corresponds to the starting amount of 1,300,000 rubles.
The controlling stake is held by Khakimov M.Yu. It is he who will be able to exert a greater influence on the development of the enterprise.
The maximum deposit amount may be limited. There is also a change in the proportion of shares. All the nuances are stipulated in advance in the Charter of the LLC. If in the process of carrying out activities it becomes necessary to make additions regarding equity participation, the decision is made at the general meeting by voting.
At the time of registration of the LLC, the management submits to the tax office the Charter of the organization, which contains data on the number of co-founders and the size of the shares of each participant. Within the next four months, each depositor is obliged to pay his share.
Accepted for payment:
- Russian rubles;
- securities;
- property, technical equipment, transport, etc.;
- rights to property or any property.
If the share is not paid within the appointed time, then it passes to the LLC. This part of the UK is sold to another investor or distributed among the current co-founders. Payment of the outstanding starting amount is made within one reporting year.
What is the alienation of a share in the authorized capital
LLC participants have the right to dispose of the shares at their own discretion - to sell to community investors or third parties, that is, to produce alienation. The opinion of other co-founders is not taken into account, unless otherwise stipulated in the founding documents.
The transaction is carried out in succession. The other participants of the LLC, and then third parties, have the primary right to purchase the alienated share. If the Charter of the organization contains a prohibition on the sale of shares outside the LLC, then the transaction is concluded in favor of the company.
All agreements on alienation are certified by a notary. In a short video, Alexander Trifonov talks about the procedure for concluding a transaction for the sale of shares to third parties:
When organizing an LLC, you should not focus on the minimum size of the UK. The higher the initial amount pledged initially, the more confidence the organization will receive from investors. The new venture will receive sufficient assets to launch successfully. A small amount of authorized capital requires small investments. But here there is a difficulty in finding investors and creditors.
Get a lawyer's answer in 5 minutes
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 the economic activity of the enterprise. 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 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 own capital consists of various sources: authorized, or share, capital, various contributions and donations, profits that directly depend on the results of the enterprise's activities, 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, under certain conditions, under any guarantees.
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. The 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 the basis for the economic activity of the organization and on its basis a large part of the funds and funds of the organization 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
Certain features have the formation of the authorized capital of joint-stock companies. The authorized capital consists of a certain number of shares of various types with a fixed par 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 by a state body or local self-government body.
Any changes in the size of the authorized capital (additional issue of shares, reduction of the nominal value of shares, making additional contributions, 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. Regulatory documents prohibit its use for consumption purposes.
retained earnings 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.
Special Purpose Funds - these are funds that are formed for the purpose of subsequent targeted spending of financial resources.
Capital structure
One of the pressing problems is the problem of choosing optimal capital structure, 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, but 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 of alternative financing strategies, market trends and their impact on the availability of capital in the future and future interest rates, etc. .
The real capital of the organization reflects the totality of production resources, which, as a rule, include:
- main capital;
- working capital;
- personnel (cadres).
TO fixed capital include fixed assets, intangible assets and long-term financial investments. Working capital is spent on the purchase of funds for each production cycle (raw materials, basic and auxiliary materials, etc.), as well as on 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.
Most likely, you will be interested in reading the article:
And from this article you will learn:
Founding documents:
Constituent documents
Accounting information.
Authorized capital: Accounting for contributions as agreed in the process of providing accounting services
Accounting entry: D07 K75.1
Founding documents:
Constituent documents
No. OS-14 "Act on the acceptance (receipt) of equipment"
Accounting information
Authorized capital: Accounting for fixed assets in the process of providing accounting services
Fixed assets were received on account of the contributions of the founders to the authorized capital in the monetary value agreed by the founders (participants) of the organization.
Accounting entry: D08.3 K75.1
Founding documents:
founding documents,
Accounting information.
Authorized capital: Accounting for intangible assets in the provision of accounting services
Intangible assets were received on account of the contributions of the founders to the authorized capital in the monetary value agreed upon by the founders (participants) of the organization.
Accounting entry: D08.5 K75.1
Founding documents:
Constituent documents
Accounting information
Authorized capital: We take into account fixed assets in the process of providing accounting services
The fixed assets contributed to the account of contributions to the authorized capital were accepted for accounting.
Accounting entry: D01 K08.3
Founding documents:
No. OS-1 "Act on the acceptance and transfer of fixed assets (except for buildings, structures)"
No. OS-1a
No. OS-1b
Authorized capital: Intangible assets are taken into account
Accepted for accounting are intangible assets made on account of contributions to the authorized capital.
Accounting entry: D01 K08.5
Founding documents:
No. NMA-1 "Intangible Asset Accounting Card".
Authorized capital: Accounting for stocks in the provision of accounting services
Authorized capital: Accounting for deposits with securities
Received securities on account of contributions to the authorized capital in monetary terms, agreed by the founders (participants) of the organization.
Accounting entry: K58.1, 58.2 D75.1
Founding documents:
Constituent documents
The act of acceptance and transfer of securities
Accounting information
Sale of authorized capital
The sale of a share of the authorized capital of an LLC by the founder is a fairly common situation in modern business. The assignment of a share can occur through various forms of alienation, for example: the sale of a share to another founder of this company or to the company itself, as well as the sale of a share to third parties.In the event that a share in the authorized capital is transferred from one member of the company to another, the seller notifies the other members of the company of his intention by sending a statement of sale - an offer. Within 30 days from the date of receipt of the offer, any founder has the right to exercise his pre-emptive right to purchase a share by sending it to the seller. The transaction of purchase and sale of a share of the authorized capital is considered concluded after the state registration of changes in the Unified State Register of Legal Entities.
The share is acquired by the company in the event that the sale of the share to third parties is prohibited by the Charter or the approval of the members of the Company and the Company itself is not received, and other participants have not expressed a desire to buy your share. Within a month from the date of transfer of the share (part of the share) to the company, it is obliged to submit documents for state registration of the relevant changes to the registering authority. The company, as a temporary holder of the shares transferred to it, does not acquire the rights associated with the possession of such shares and is obliged within a year to distribute among all participants in proportion to the size of their shares in the authorized capital, sell to all or some participants, or redeem the shares, reducing the authorized capital accordingly.
The purchase and sale of a share of the authorized capital aimed at alienating a share or part of a share in the authorized capital of a limited liability company to third parties, as a general rule, must be notarized, while the share passes to the buyer from the moment such a transaction is notarized. The law does not exempt participants from the need to register the necessary changes that entail making changes to the Unified State Register of Legal Entities, however, a notary was required to submit documents to the registration authority.
To register the sale of a share, we need the following documents:
1. Copies of the constituent documents of the Company:
1. Certificate of TIN;
2. Certificate of OGRN;
3. Extract from the Unified State Register of Legal Entities (last extended);
4. Order on the appointment of the current executive body;
5. Decision or protocol on creation;
6. Charter (current edition).
2. Information about the founders.
If the physical face:
1. Copy of the founder's passport.
2. TIN physical. founder's person (if any).
If the founder is a legal entity, copies of constituent documents are provided.
1. Copy of the passport of the general director.
2. TIN physical. the face of the CEO.
Authorized capital
The minimum size of the charter capital of a joint-stock company is established by the joint-stock company itself, but it cannot be lower than the level established by law.In accordance with the law, the minimum authorized capital for an open joint stock company is one thousand minimum wages, and for a closed joint stock company it is one hundred minimum wages.
In the conditions of developed market relations, a joint-stock company is interested in having the largest possible amount of authorized capital, since this dramatically increases its stability in the market, the confidence of creditors, opportunities for growth and bears the advantages inherent in large-scale production.
The established minimum authorized capital is calculated on the basis of the amount of the minimum wage established by federal law on the date of state registration of the joint stock company.
The authorized capital of a legal entity is a certain amount of material assets or funds that make up the initial reserve to ensure the activities of the enterprise. It is mandatory formed by the founders when creating a legal entity (company, enterprise) at the expense of their own contributions.
The sources of the authorized capital can be cash or contributions can be formed from material assets (office equipment, furniture, vehicles, etc.) and intangible assets (trademarks, patents, programs). According to the legislation, the authorized capital, formed from cash, is deposited into a bank account immediately after the state registration of a legal entity and the opening of a bank account.
The authorized capital of a legal entity plays the role of the property basis of the company (enterprise), while determining the share of each participant (founder) in solving management issues, generating income, and guaranteeing obligations to creditors.
The concept of "Authorized Capital" in the Russian Federation is defined by Federal Law No. 14-FZ "On Limited Liability Companies". It is provided that it is the share of each participant, and the size of the authorized capital "The size of the authorized capital of the company must be at least ten thousand rubles."
The authorized capital, which any legal entity (company) must have, determines the minimum amount of property and guarantees the interests of creditors. Therefore, the constituent documents of the company contain information on the amount of the authorized capital, on the shares of each of the participants, on the composition, timing and procedure for making their contributions. In addition, the constituent documents should contain conditions on the liability of participants for violation of obligations.
The authorized capital of a company is made up of the nominal value of the shares of its participants, and its size is determined in rubles. The authorized capital of the company may be increased. In accordance with the requirements of Law 14-FZ, this is allowed only after full payment.
In order for the size of the authorized capital of an LLC to be increased, the legislation provides for two ways:
2. Constituent documents.
Charter of the enterprise;
- Memorandum of association;
3. Accounting statements.
For the purpose of profit taxation, depreciable property is recognized as property, results of intellectual activity and other objects of intellectual property that are owned by the taxpayer (unless otherwise provided by Chapter 25 of the Tax Code of the Russian Federation), are used by him to generate income and the cost of which is repaid by accruing depreciation.
In particular, capital investments in leased fixed assets in the form of inseparable improvements made by the lessee with the consent of the lessor are recognized as depreciable property (paragraph 4). The specified capital investments in leased fixed assets are depreciated in the following order (paragraph 1):
Capital investments, the cost of which is reimbursed to the lessee by the lessor, are depreciated by the lessor;
- capital investments made by the lessee with the consent of the lessor, the cost of which is not reimbursed by the lessor, are depreciated by the lessee during the term of the lease agreement based on the depreciation amounts calculated taking into account the useful life determined for the leased items of fixed assets or for capital investments in these items in in accordance with the classification of fixed assets approved by the Government of the Russian Federation.
Paragraph 1 establishes the procedure for determining the value of a fixed asset for the purposes of tax accounting: the initial cost of a fixed asset is determined as the amount of expenses for its acquisition (and if the fixed asset was received by the taxpayer free of charge, or was identified as a result of an inventory, as the amount at which such property in accordance with paragraphs 8 and 20 of Article 250 of the Tax Code of the Russian Federation), construction, manufacture, delivery and bringing to a state in which it is suitable for use, with the exception of value added tax and excises, except as provided for by the Tax Code of the Russian Federation.
From the text of the question, it follows that at the moment the Bank's tax records show transactions related to the premises in question as follows:
Funds paid under the co-investment agreement, as well as repair costs, are reflected as investments in fixed assets (analogue in accounting - balance sheet account 60701). Such investments are not taken into account when calculating the tax base for income tax in accordance with subparagraph 5 of Article 270 of the Tax Code of the Russian Federation;
- equipment is recorded as fixed assets and depreciated in accordance with the procedure established by articles 258-259 of the Tax Code of the Russian Federation;
- additional costs associated with bringing the premises to a usable condition are accounted for as expenses in the reporting period in which they were incurred.
It follows from the above norms of tax legislation that in tax accounting, as well as in accounting, the Bank's costs, recognized by it as expenses at a time, should have been included in the cost of capital investments in the premises.
Thus, in connection with the conclusion of the lease agreement, the previously used tax accounting procedure will lead to an underestimation of the tax base.
If the costs of additional equipment of the premises (acquisition and installation of fixed assets) are not reimbursed (regardless of whether they are recognized or not recognized as inseparable), then in tax accounting these fixed assets are depreciated by the Bank over the term of the lease agreement based on the depreciation amounts calculated taking into account useful life determined for a leased item of fixed assets or for capital investments in these items in accordance with the classification of fixed assets approved by the Government of the Russian Federation (clause 1 of Article 258 of the Tax Code of the Russian Federation). Accordingly, there will be no changes in the amount of the tax base in connection with the conclusion of the lease agreement in this case.
At the same time, taking into account that the costs incurred during the additional equipment of the premises were unlawfully recognized as a lump sum as expenses of previous reporting periods, they should be restored.
If, in accordance with the lease agreement, all costs incurred by the Bank are reimbursed, then no expenses arise in tax accounting (as well as in accounting). There will be a receivable (an analogue of the balance sheet account 60312 in accounting). Considering that the Bank recognized as a lump sum the costs associated with the additional equipment of the premises, and also that the Bank currently takes into account the fixed assets (and, consequently, their depreciation) with which this premises was equipped, the income tax base was underestimated by the amount of these costs.
In accordance with paragraph 1, if a taxpayer discovers in the tax declaration filed with the tax authority the fact of failure to reflect or incomplete reflection of information, as well as errors that lead to an underestimation of the amount of tax payable, the taxpayer is obliged to make the necessary changes to the tax declaration and submit to the tax authority an updated tax return.
In accordance with Article 313 of the Tax Code of the Russian Federation, taxpayers calculate the tax base based on the results of each reporting (tax) period based on tax accounting data. Tax accounting - a system for summarizing information for determining the tax base for a tax based on the data of primary documents grouped in accordance with the procedure provided for by the Tax Code of the Russian Federation. Tax accounting is carried out in order to form complete and reliable information on the accounting procedure for tax purposes of business transactions carried out by the taxpayer during the reporting (tax) period, as well as to provide internal and external users with information to control the correctness of calculation, completeness and timeliness of calculation and payment in tax budget.
Therefore, the Bank should make changes to the relevant tax registers, and on their basis - to tax declarations for the relevant reporting periods.
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