Based on the provisions of Russian legislation in the field of civil matters, any legal entities, regardless of their type, are vested with property responsibility as part of their obligations. This implies the need for a specific property to already be in place at the time of registration. For these purposes, the formation of the share and authorized capital.
How to make a contribution to the authorized capital, consider below.
general information
The authorized capital is such funds that will be held by the newly registered legal entity. They should be reflected directly in its constituent papers.
In other words, this is such a share of the property that is transferred to the ownership of the founders of the legal entity so that the organized enterprise (LLC) has the opportunity to start its activities.
The formation of the authorized capital (UK) is due to contributions made by the founders. Due to the fact that their contributions are often unequal in value, the share capital is divided into specific shares.
It is important to note that if the founder is one of a kind, then he has the full volume, that is, one hundred percent of the authorized capital. The size of such a part plays a significant role in making all kinds of management decisions. Basically, the set of powers between founders directly depends on the share in the authorized capital that they own. Contribution to the authorized capital may be in several ways. About it further.
Approval of authorized capital
The main amount of the authorized capital, as well as its composition and shares of all participants are discussed before the time of registration of the organization (LLC). As a rule, this happens at the stage of mutual signing of the memorandum of association.
This document indicates the following:
- information on the amount of future authorized capital after full payment of all shares;
- what is its volume at the time of the formation of the company during its state registration. How to form a contribution to the authorized capital in 1C 8. 3, consider below.
Description of the contributions of the founders
In addition, there is a detailed description of the contributions of each of the partners, namely:
- value of property or amount of money;
- information about what share of the authorized capital this amount is, here we are talking about the size of the share in percent or fractional ratio.
In addition, the amount of authorized capital is fixed directly in a limited liability company, which naturally follows from the name of the concept itself, that is, “authorized”. This paper takes into account only the total volume, without directly indicating the shares of partners.
Any subsequent changes in the amount of such capital should be made to the Charter before their subsequent registration with the Federal Tax Service. Why do you even need a contribution to the authorized capital? Let's figure it out.
The appointment of authorized capital as the foundation of the enterprise
Discussing the value of the authorized capital follows from the point of view of several positions, namely: legal, accounting and economic. On the legal side, these funds are a reliable guarantee for counterparties.
The founders, as well as the participants of the legal entity, as well as the institution created by them (in this situation, LLC) must be responsible in accordance with the obligations arising to them, independently of each other.That is why it is impossible to present property requirements to the founders of an LLC, in case of problems with the fulfillment of responsibility by the company itself. Therefore, in order to grant rights to creditors, a limited amount of money must be in the account of a limited liability company. These are the contributions of the founders to the authorized capital.
Minimum deposit amount
The minimum size of this value is determined by law. The actual amount of the amount (it can be arbitrarily large) is established by the founders themselves. It is considered the main for the formation of assets of legal entities. The value image of the shares of participants will form the authorized capital in terms of accounting activities. The economic role of the statutory part of the funds is the minimum amount necessary to start the first round of production.
This capital is also important for determining the performance of an enterprise or any other institution. For this, asset management companies can be compared with the value of net assets. When the result is negative after two years, that is, the size of the authorized capital turns out to be more assets, and in addition, this is observed in the future, this serves as a significant reason for reducing the volume of asset management companies until this value becomes minimally probable. The next steps may be the closure of the business. We examined whether it is possible to make a contribution to the authorized capital in cash. Yes, it is possible, and this type of contribution in practice is carried out more often than others.
What shares does the authorized capital consist of?
This value is divided into parts, the size of which is proportional to the sum of investments of each of the participants in it. These shares are expressed either in percentage terms or in fractions.
Subsequently, the size of such a part will determine the number of votes given to each participant to resolve emerging issues. Contributions can be made in the following ways:
- in cash;
- contribution to the authorized capital by property;
- all kinds of securities, as well as movable or immovable things;
- property rights;
- other features of value.
Contribution of the authorized capital to the current account opened in the process of LLC registration.
An agreement between partners can create a number of different restrictions. For example, the maximum possible amount of the contribution, or a prohibition on making any type of property.
All contributions of the founders to the authorized capital, which are not of a monetary nature, are subject to evaluation. For non-compliance with the implementation of a reliable valuation of property, according to the law, liability may arise in relation to both the appraiser and the customer.
Terms for the formation of the authorized capital
The legislation of the Russian Federation considers it possible that at the time of the occurrence of a registered LLC, the authorized capital suddenly becomes not fully contributed by its partners.
The terms, as well as the procedure for payment of the necessary shares are determined by the agreement of the founders, or by the decision on the establishment, if the company has one partner. Federal Law No. 14 defines two mandatory requirements for making shares, namely:
- they must be paid no lower than their face value;
- partner's exemption from payment of its share is unacceptable.
The maximum possible term for payment of shares is also limited. This time period should not exceed four months from the date of recording the registration of the LLC in the Federal Tax Service. This provision, dictated by Article 16 in the Federal Law, replaced the previous rule. According to him, at the time of state registration, the authorized capital of the company should have been paid in an amount not less than half of the total amount. The following postings make a contribution to the charter capital account:
For contribution to the authorized capital, account 75 is used. The reflection of the amount of the authorized capital is shown by the posting Dt 75 Kt 80.
- When making money through the cashier, the debit account will be 50.
- Through the organization’s current account, there will already be 51 accounts.
The minimum amount of capital in limited liability companies
According to the current legislation for limited liability companies, the minimum amount of the authorized capital must be at least ten thousand rubles. Such a small size has both its advantages and disadvantages. On the one hand, this gives the LLC a rather popular form of legal entity, in particular when it comes to small and medium-sized businesses. On the other hand, this gives a guarantee of reimbursement by creditors of all kinds of losses only within the specified amount.
Relying on the interests of creditors themselves, they have been debating for many years about the need to increase the minimum amount of this capital. But at the moment, any voiced proposals are not taken into account by law.
Documents for the authorized capital
The size of the organization’s CC is recorded in several documents at once: in the memorandum of association and on the pages of accounting documents.
In addition, when deposits are made not in cash, but they are subject to evaluation. Valuation acts reflect the total value of both property and related rights, which comprise the bulk of the share capital.
The adoption of decisions on changes in the amount of capital is also confirmed by related papers, on the basis of which changes are made in the charter documents and, therefore, in the accounting documentation. So, how to make a contribution to the registered capital?
Funding sequence
From the beginning of 2014, the rule was canceled according to which at the time of registration with the limited liability company at least half of the funds from the main part of the authorized capital should be paid. From now on, partners of the company have the right to pay their shares, both partially and in full, even after registration, but within the established time limit. We have considered how to reflect the contribution to the authorized capital in 1C.
Registration moment
One of the most important stages of the LLC registration process is the opening of a temporary account at the bank. The authorized capital already existing at the time of registration, or part of it, shall be credited to such an account.
Subsequently, the necessary documents are submitted, among which there must be a certificate of state registration of the company. In addition, you can change the temporary account to a permanent one. After this procedure, it will become possible to begin to freely dispose of the funds located there for the purposes of the business needs of the newly-minted legal entity.
As a rule, difficulties with paying the authorized capital of an LLC after registration with its partners will not arise. In the period stipulated by the agreement, or the one prescribed by law, the participants deposit funds as part of the payment of their shares, which can be done both at the cash desk of the organization and to the current account. If the contribution to the charter capital of the organization is made through property, then it is transferred to the balance sheet.
Deposit Confirmation
When an application for registration of an LLC is submitted, a document or other certificate from the bank on the fact of making the charter capital or part thereof must be provided. In addition, you can simply reflect this fact in a statement. But we should not forget that the submission of false information may lead to a reason for refusal of registration. So that in the future there will not be any misunderstandings that will be associated with the confirmation of the contribution of part of the funds to the authorized capital by partners, the very fact of the transfer of money or property is recorded in the acts of acceptance and transfer.
Aspects of Russian law
The implementation of the LLC, in particular all issues related to the authorized capital, as well as its formation and size, is regulated by the legislation of the Russian Federation, the main provisions of which are listed in Article 66 of the Civil Code. The moments related to the transfer of shares in the framework of the activities of such organizations regarding inheritance are given in the third part of the above code.
The most thoroughly all stages of capital formation are set forth in a special legal document dated February 8, 1998 in Federal Law No. 14, which contains the following explanations:
- information on the minimum size of the authorized capital and its division into major shares are reflected in article No. 14;
- the procedure and deadlines for contributions by participants are described in Articles 15 and 16;
- information on changes in the total amount of the authorized capital is contained in Articles 18 and 19;
- registration of collateral and transfer of shares are recorded in subsequent paragraphs 21 and 22;
- on the acquisition of a share by limited liability companies themselves is set out in article 23 and 24;
- the application for foreclosures in the authorized capital of penalties is dealt with in article 25.
The consequences of incorrectly specified information
Failure by partners to fulfill their obligations to transfer shares in capital will certainly have unpleasant consequences for them:
- first of all, an unpaid share, or part of it may become the property of society itself;
- in the future, during the year it can be divided between all partners, as well as offered to third parties, who on a similar basis have the right to join the LLC;
- By agreement between the participants, all kinds of fines can be provided for those who have not fulfilled their obligations to pay a share.
We examined how the contribution to the authorized capital is made.