Authorized capital is the most important characteristic of any enterprise. At least it is 10 thousand rubles. for standard commercial organizations. If banks, insurance companies, management companies or other similar enterprises are opened, their size of their capital is established individually by law. Often in the process of functioning an increase in the authorized capital is required. The process can be carried out at the expense of the values of the company or property of individual participants. Often the increase is carried out by a new member. The process involves the use of money or property. Often, an increase in the authorized capital by property is applied. Evaluation of the introduced subject allows you to reflect in accounting and tax accounting, by which amount the capital was increased.
When is an increase required?
The authorized capital is represented by a special fund of the company, consisting of cash and various property. It is created initially by the founders of the company after the registration of the company. The minimum size is 10 thousand rubles. Most often, when organizing a company, the minimum amount of funds is used, after which capital is constantly increasing.
The ability to execute large public or private contracts depends on the size of capital. Therefore, each company is interested in its size being substantial. Most often, an increase in the authorized capital by depositing property or cash is carried out in situations:
- the scope of the enterprise is changing;
- a new participant is introduced into the company, so he must make his contribution to the company's management company;
- the company has potential investors who insist on investing in increasing the asset capital to a certain value, which will allow them to significantly reduce the risk of losses;
- making adjustments to the charter of the enterprise, therefore it is reduced to the requirements contained in the Federal Law No. 312;
- the company wants to get a large loan, but the bank insists on raising the authorized capital in order to minimize its possible losses;
- one of the founders independently wants to increase its stake in the company.
The procedure can be performed through the use of cash or various valuable property. The process is implemented only on condition that all the founders have contributed their shares in full. Often, an increase in the authorized capital by property is required. Evaluation of contributed items is a prerequisite, since due to it you can reflect the adjustments in accounting.
Ways to increase the UK
Share capital can increase in many ways. The following methods are used for this:
- depositing a specific amount of funds;
- increase in the authorized capital at the expense of the property of the participant or the company itself.
The procedure can be carried out by existing founders or new participants. Each option has its own nuances. If property is used, then it must be liquid, valuable and significant for the enterprise. Depreciation and other parameters of the item are taken into account.
Process steps
An increase in the authorized capital at the expense of the property of the company or one founder occurs in a certain sequence of actions. These include:
- sending notifications to the founders about the meeting;
- direct holding of the meeting;
- making decisions on increasing the authorized capital;
- valuation of contributed property;
- registration of changes in the Federal Tax Service, for which the necessary information is entered in the register.
During the implementation of this process, the requirements of Federal Law No. 14 are taken into account, and during this procedure, the participation of all the founders of the company is required.
Notification of the founders of the meeting
It is possible to make a decision regarding an increase in the authorized capital at the expense of property exclusively at a meeting of participants. Therefore, the requirements are necessarily taken into account:
- each founder is notified of the date and place of the meeting;
- notifications are sent or sent 30 days before the appointed event;
- the agenda is indicated.
If even one founder is not notified of the meeting, then decisions made at it may be invalidated. Often, leaders prefer to use the help of proxies, so they send representatives with a notarized power of attorney to the meeting to represent interests. Additionally, company owners may simply not attend the meeting, but they are required to be notified about it.
Holding a meeting
The procedure depends on the rules and requirements adopted directly by the company and enshrined in the constituent documentation. The basic rules of the process include:
- the executive body responsible for maintaining the minutes of the meeting is appointed;
- votes are held on all issues related to the agenda;
- discusses the nuances related to the increase in the authorized capital by the property of the company or a new participant;
- all decisions taken are entered into a special protocol;
- if there are less than half of the founders, then voting is not possible;
- absentee voting is allowed.
Within 10 days after this event, a copy of the protocol is sent to all the founders of the company. If it is necessary for one participant to transfer their values to the company, then it is not always advisable to increase the capital for this. Therefore, a contribution to property is often made without increasing the authorized capital. Such a decision is correctly drawn up at the meeting.
How is the decision made?
The ability to increase the capital at the expense of different values of the company or participants requires the adoption of appropriate decisions by the owners of the companies. To do this, a vote is taken at the meeting.
At least 2/3 of the total number of participants is required. In some companies, the charter contains information that such decisions should be made only unanimously.
After making a decision, a corresponding document is formed, certified by a notary. Before voting, all participants must carefully study the financial statements for the year of work in order to assess the appropriateness of this action. Therefore, there is no possibility of increasing the authorized capital by the property of the founder in the first year of the company.
Since 2014, this procedure certainly requires the involvement of an independent appraiser. It determines the value of the proposed values, so it is impossible to complete the process without an assessment. An increase in the authorized capital by property is necessarily reflected in accounting documents, for which optimal postings are used.
The nuances of the assessment
Before entering the property of the founder in the Criminal Code, it is required to contact an independent appraiser. The assessment procedure has the following features:
- exclusively independent appraisers or special companies providing these services are selected;
- the selected organization must have a license and a work permit;
- appraiser services are paid by the founder involved in the increase in the authorized capital;
- Based on the process, a special report is generated containing information on the value of the contributed property;
- it is the indicated amount that increases the authorized capital;
- this amount should not be more than the difference between the price of the company's net assets and the size of the authorized capital and reserve fund.
Further processing is carried out only after evaluation.An increase in the authorized capital by the property of the company leads to a proportional increase in the shares of all participants. If the process is carried out by a new participant, then the shares of other managers change.
Registration in the register
After the assessment and decision making at the meeting, the new size of the Criminal Code is approved. The following is only a month so that information on the changes made is sent to the Federal Tax Service.
To register changes, the following documents are prepared:
- a statement containing information about the property and its value;
- decision made at the meeting;
- minutes of the meeting;
- copies of constituent documentation;
- power of attorney issued by a company representative.
Based on this documentation, state registration of changes is made.
How to make a statement?
In order for the increase in the authorized capital at the expense of the property of the founder to be correctly registered, it is necessary to correctly draw up an application to the Federal Tax Service in the form of No. P13001. When entering information, the rules are taken into account:
- The name and details of the company are indicated;
- notarized documentation;
- signed by the head of the company;
- information is provided on the property being brought in, for which its characteristics and value, determined by an independent appraiser, are listed;
- indicates the request to make the necessary changes to the register.
Other documents submitted by the appraiser’s report, constituent documents, as well as the decision and minutes of the meeting are attached to the application. A registration fee of 800 rubles is paid for registration actions. documentation can be transferred not only to the department of the Federal Tax Service, but also to the MFC.
Registration is carried out within 5 business days.
What changes are made to the charter?
It is important not only to register an increase in the authorized capital in the tax service, but also to make certain amendments to the constituent documentation of the company. For this, the decision taken at the meeting of the founders is used.
Before state registration of changes, the necessary information is entered into the charter. For this, a new document is usually created. Further, a copy of the charter is handed over to tax officials along with other documents. The statement drawn up by the Federal Tax Service confirms that the Criminal Code has been increased in accordance with the requirements of the law.
Correct wiring
It is important to correctly record in accounting the increase in the authorized capital by the property of the company. Postings used for this process are indicated on the date the changes are made to the USRLE. When performing this process, account 80 “Authorized capital” is used. The accountant must make different entries:
- D75-1 K80 - increase in the capital due to contributions of participants.
- D50 K75-1 - receiving money from participants or third parties to pay the deposit.
- D76 K75-1 - listing of additional contributions that are paid by offsetting requirements for the company.
- D68 K51 - payment of state duty for registering changes to the register.
- D91-2 K68 - allocation of costs in the form of state duty to other expenses.
If there are no necessary entries in the financial statements, the company will be held administratively liable.
Postings upon recognition of an increase in authorized capital as failed
For various reasons, an increase in the authorized capital with the help of various property may be declared insolvent. For example, at the last moment, the founder refuses the contribution or difficulties arise with state registration. Under such conditions, posting D75-1 K50 is applied - the return of funds or property to participants.
Additionally, it will be necessary to re-amend the USRLE if the increase has already been registered. For this, a statement is drawn up again, and documents are prepared that confirm that there are certain difficulties with the implementation of the process.
Conclusion
An increase in the authorized capital may be required for various reasons. The process can be carried out using cash or property.Values may belong to the direct company, the current founder or a new member.
It is important to correctly perform the process of increasing capital. For this, a decision is made by the founders at the meeting, and state registration is also performed. Based on the actions performed, the necessary information is entered into the accounting documentation.