Find out who makes the decision to increase the authorized capital of the company? The assets of the organization, which the participants of the company are required by law to deposit after the registration of the LLC in cash and (or) property form, constitute the authorized capital. 10 thousand rubles - this is the minimum allowed when registering the Charter of the company.
The need to increase the amount
Many founders register a company for the first time and are most often limited to this amount, but then, if necessary, the amount of the LLC CC can be increased.
All changes are made to the Unified State Register of Legal Entities, but if the decision to increase the authorized capital is dictated by the fact that money is needed for the development of the business, the LLC can simply issue an interest-free loan, in which case registration is not required.
Mandatory cases of registering an increase in authorized capital
Consider in what cases required registration:
- A new member enters, subject to the payment of his contribution to the charter capital.
- Changing the direction of the organization to another, which requires the minimum sufficient amount of the authorized capital established in the contracts.
- If the Criminal Code at creation was less than 10 thousand rubles, according to Federal Law No. 312 of December 31, 2008 it must be changed to 10 thousand rubles. Alignment to the law and regulations is also a prerequisite for changing the provisions of the share capital.
- Any of the participants in the company intends to increase its share of the Criminal Code.
- An indisputable condition for potential investors who want to be confident in the stability of the enterprise. Often, a single participant’s decision to increase the share capital is sufficient.
This procedure is carried out at the expense of property owned by the company, i.e., net assets, as well as additional contributions, including from third parties. This will be possible only if the amounts declared upon registration of the company were fully entered into the Criminal Code.
A sample decision to increase the authorized capital is presented below.
New member. Changes upwards
You need to make sure that the position of the company does not prohibit changing the nominal value of the authorized capital at the expense of a certain amount of contributions from third parties. After making sure that there is no such ban, the new participant needs to do the following - submit an application in free written form to the director of the LLC, indicating the amount of the contribution and requesting its acceptance into the company.
Mandatory clauses in the application
The following items are required in the application:
- TIN of an individual or legal entity, passport details of an individual, OGRNIP, if an individual entrepreneur enters, OGRN of a legal entity, bank details;
- deposit amount in rubles;
- the procedure and terms for its introduction; a breakdown in parts is possible;
- share in the authorized capital of a new member.
Extraordinary meeting
To take a joint decision to increase the authorized capital, an extraordinary meeting of participants is convened after the application reaches the general director. The following issues should be put on the agenda:
- The feasibility of accepting a new individual or legal entity in the LLC, the feasibility, financial condition of the applicant and the increase in the authorized capital due to his financial investment.
- The share of the new member, its value in nominal terms.
- If the shares were divided between several participants, then the change in the size of the shares is considered, taking into account the new participant of the LLC.
- Drawing up a new edition of the charter of the LLC with amendments to the clause on the size of the Criminal Code. To decide on an increase in the authorized capital, the participants of unanimous approval require the first three questions, two-thirds votes are needed for approval of the new edition of the charter, unless otherwise specified in it. If one participant is registered in the Charter, then he himself makes a decision on the entry of a new participant, as well as a decision on a change in the direction of increasing the capital.
What do the statements indicate?
The application shall indicate the period during which the funds must be paid into the organization’s account. If they are not entered, then a maximum of six months is given from the date of signing the decision of the meeting of participants or one participant (sole) to execute the application.
What else does the decision to increase the authorized capital imply?
Additional contributions of participants
All members of the company, just like one or several new ones, are entitled to make additional contributions with the aim of increasing the management capital of LLC. At the same time, the size of the shares of the participants does not change, only their monetary nominal value changes (the size of the additional contribution is added to it). In the same case, if not all participants increase their contribution, the size of the shares of all persons enshrined in the Criminal Code changes.
The additional contribution made by all participants equally is drawn up in a different way, in contrast to the contribution of only some individuals.
1. If the Criminal Code is changed in the direction of increase while maintaining the current ratio of shares, it is necessary to convene a general meeting, with a sufficient majority of votes for a decision being considered two-thirds, unless the charter provides otherwise. Then a decision is made on making certain additional amounts by all individuals and legal entities of the company.
The Decision on increasing the charter capital of LLC determines the total price of additional deposits, as well as its division between all physical and legal participants of the company in proportion to the nominal value of each member of the company. The ratio is the same for all investors. The decision establishes the time period for depositing funds - two months from the date of signing the document at the general meeting.
In the event of a negative vote of some participants and their non-payment of additional contributions within the time period specified in the decision, they leave the LLC, having received the actual value of their share.
2. If the initiative to increase the authorized capital belongs to one or several participants, in this case a statement is drawn up in the name of the director (general director) of the LLC. The application expresses a request to consider accepting an additional contribution to the Criminal Code, the amount of this contribution and, accordingly, the desired size of the share. A meeting is convened and the application is considered at it, if it satisfies the provisions of the Charter of the company and the participants vote unanimously for an increase in the share, then only in this case the participant who submitted the application has the right to make a contribution.
Example
The company consists of 2 members. During the registration of the LLC, the authorized capital of a minimum amount of 10 thousand rubles was registered, the participants own equal shares: 5 thousand rubles each (or 50%).
The first participant of the LLC made a statement about the possibility of accepting an additional contribution of 15 thousand rubles in order to increase its nominal share in the authorized capital to 80%. The decision at the general meeting of participants on this issue was adopted unanimously. Accordingly, the shares after making the amount were distributed as follows:
- the initiator received 80% of the shares in the authorized capital with a nominal total value of 20 thousand rubles;
- the second participant after the decision was left with a 20% stake in the authorized capital, with the previous data price of 5 thousand rubles.
If there is only one participant in the society, then he makes the decision independently.In this case, it continues to have 100% of the authorized capital, but with a changed nominal total value.
Participants, like all other persons, are obliged to make an additional contribution within the same time periods fixed by the legislation of the Russian Federation, that is, within six months from the date of signing the decision to increase the Criminal Code.
Use of property to increase the authorized capital
With this procedure, the Criminal Code is changed in the direction of increasing the account of property owned by the company itself. The redistribution of shares in this case does not occur, but their nominal price increases. In this case, the total value of the net assets and the reserve fund is taken into account, therefore, the amount by which the property is paid should not exceed the existing nominal value. The carrying amount reduced by the amount of liabilities is the net assets of the company.
In the case of a property increase, when making a decision, the accounting statements for the previous year are taken into account. Further, at a general meeting of participants, the consent of two-thirds of all participants in the company will be sufficient to make a positive decision, unless the provisions stipulate a larger number.
A sample decision to increase the authorized capital of the LLC will help in the proper execution.
The increase in the nominal value of shares of UK LLC. Step-by-step instruction
1. A positive decision of the participants - legal entities and individuals of the company on increasing the authorized capital, as well as changing the provisions of the charter in terms of the nominal cash value of shares, the entry of a new participant (in cases of increase due to contributions by a third party). If the authorized capital is increased at the expense of all participants, and they make additional contributions in equal amounts, then one more decision of the founders is made to increase the authorized capital (amount, terms).
2. Preparation of a new edition of the charter or the necessary changes to it with an indication of the new amount.
3. Payment of state duty.
4. Preparation of documents confirming the payment of an additional contribution by a new participant: in the case of cash payments - a cash receipt order, a bank receipt, if by bank transfer - a payment order.
5. At the IFTS at the place of registration of the legal entity, within one month after making contributions to the Criminal Code, it is necessary to submit the relevant documents for state registration of the decision to increase the authorized capital and amend the charter:
- statement on f. P13001 notarized;
- the minutes of the general meeting certified by a notary public of the number of participants provided for by the Charter in this procedure or the decision of the sole participant;
- a document on amendments to the charter in two copies or a new edition of the charter;
- receipt of payment of state duty;
- payment documents confirming an increase in the authorized capital at the expense of participants' contributions.
6. After five working days in the tax, a record sheet in the Unified State Register of Legal Entities and a certified copy of the new charter or documents about the changes will be ready.
IFTS is the last resort. After receiving the supporting papers, it will be possible to continue working in the new mode and refer to the changes.