Authorized capital joint-stock company(hereinafter - JSC) must be paid after its registration. The article reveals general information about authorized capital(hereinafter - UK) JSC, as well as questions on how to reduce or increase it.

Authorized capital of JSC

Information about what constitutes the authorized capital of a joint-stock company, as well as the procedure for increasing and decreasing it, is set out in Art. 25-29 of the Law "On Joint Stock Companies" dated December 26, 1995 No. 208-FZ, as well as in Art. 99-101 of the Civil Code of the Russian Federation.

The UK is formed when a joint-stock company is created. It is formed by shares, and the amount of capital is determined by their nominal value and quantity. Par value is a set amount that reflects how much a share is worth in monetary terms. It may differ from market value, expressed in the amount of money that they are willing to give for 1 share in the market in this moment time.

The capital is paid as follows (clause 1, article 34 of the Federal Law No. 208). Half of the shares must be paid within the first 3 months after the registration of the JSC. The remaining half is paid within a year after the registration of the company, if in memorandum of association not otherwise specified. If the shares are not paid, the joint-stock company participant who allowed this cannot participate in the decision-making on the company's activities, that is, vote.

A JSC may have ordinary and preferred shares. The first are always equal in value to each other and provide the same rights to the owners. The value of preferred shares may vary, but the same types of preferred shares cost the same. At the same time, the nominal price of all preference shares cannot be higher than 25% of the size of the JSC's management company. The value of one such share cannot be less than the value of 1 ordinary share.

The minimum size of the authorized capital of a public company (whose shares are in free circulation) is exactly 10 times higher than the size of the capital of an LLC, and amounts to 100,000 rubles. The capital of a non-public JSC (whose shares cannot be freely bought) is 10,000 rubles (Article 26 of the Federal Law No. 208). By virtue of paragraph 3 of Art. 11 of the Federal Law No. 208, all the necessary information about the authorized capital of a JSC must be written in the charter.

Minimum UK for some types of JSC

For some types of joint-stock companies, the minimum amount of capital is established by special laws (clause 1, article 66.2 of the Civil Code of the Russian Federation).

In particular, the increased size of the minimum authorized capital is established:

• for banks and other credit institutions due to the requirements of Art. 11 of the Law “On Banks…” dated December 2, 1990 No. 395-1 (from 90 million rubles to 1 billion rubles, depending on the type of credit institution);
• insurance organizations due to the requirements of paragraph 3 of Art. 25 of the law “On the organization of insurance ...” dated November 27, 1992 No. 34015-1 (from 120 million rubles to 480 million rubles, depending on the coefficients established by law for various insurance objects);
• producers of vodka due to the requirements of paragraph 2.2 of Art. 11 of the law "On state regulation…” dated November 22, 1995 No. 171-FZ (80 million rubles).

Increase in the authorized capital of JSC

All JSC shares are non-documentary. This means that information about the owners of shares is reflected in the registers or in the records on the depo account. Shares do not have to be whole. By virtue of paragraph 3 of Art. 25 of the Federal Law No. 208, they can be split up.

Fractional shares also participate in the turnover of a public JSC or within a non-public JSC. If a shareholder has, for example, 2 fractional shares, the size of each of which is ½ of the whole, then it is considered that he owns a whole share.

The capital of a JSC can be increased in 2 ways:

• By increasing the value of existing shares. The decision on this is made at the general meeting of shareholders. It is possible to increase the value of existing shares when the JSC has property that can cover the increase in value.
• By issuing new shares. The decision on this is made either by the general meeting or the board of directors, if such powers are transferred to it in accordance with the charter of the joint-stock company. As a rule, the issue is carried out when it is necessary to attract new shareholders. It is possible to increase the capital both at the expense of the property of the JSC, and in other ways, for example, by attracting funds from new shareholders.

In order to increase the authorized capital of a joint-stock company, all members general meeting must vote unanimously. New shares that appear at the expense of the JSC's property are distributed among the shareholders in proportion to their number. It should be noted that the number of shares cannot exceed that specified in the charter of the JSC.

Reduction of the authorized capital of a joint-stock company

The capital of JSC can not only be increased, but also reduced. However, there are cases where it is necessary to do so in without fail, for example, when another joins one joint-stock company (clause 4.1 of article 17 of the Federal Law No. 208) or the shares of the joint-stock company were not paid for and transferred to the company that must sell them (clause 1 of article 34 of the Federal Law No. 208).

IMPORTANT! The capital cannot be reduced if, as a result of its reduction, the size of the authorized capital will be less than 100,000 rubles for public JSCs or less than 10,000 rubles for non-public ones.

The reduction is done in 2 ways:

• By reducing the value of each share of one type (for example, all ordinary shares). The decision can be taken by the general meeting, and the board of directors puts forward a proposal to this effect.
• By reducing total number shares. The decision must be made at the general meeting.

IMPORTANT! Reducing the authorized capital of a joint-stock company is possible only when it is prescribed in the charter. Otherwise, you will need to make changes to it.

It is impossible to reduce capital through a decrease in the value of shares if (clause 4 of article 29 of Federal Law No. 208):

• they are not paid;
• they are not redeemed by AO in accordance with Art. 75 FZ No. 208;
• JSC meets the signs of bankruptcy;
• a decrease in capital will lead to bankruptcy;
• the value of assets is less than the total amount of both the management company and the reserve fund, as well as the value of preferred shares;
• the value of assets after the share price is lowered will be less than the total size of the authorized capital, the reserve fund, as well as the value of preferred shares;
• dividends have been declared but not paid;
• JSC is specialized (Article 15.2 of the Federal Law "On the market ..." dated April 22, 1996 No. 39).

Results

So, in most cases, the size of the authorized capital of a public JSC at the beginning of its activity is 100,000 rubles, and of a non-public JSC - 10,000 rubles. It must be paid in full within a year after the registration of the JSC.

In the activities of each company, the authorized capital plays a very important role. According to its size, you can give assessment of the state of affairs of the enterprise. UC is often the main source working capital with which the organization takes its first steps in the world of business.

What it is

Authorized capital is the initial contribution of the founders of the company, which can be calculated both in cash and in property equivalent. Its main purpose is to satisfy primary needs of the enterprise.

With the help of the authorized capital, the founders insure the investments of creditors that were made to develop the business and make a profit.

The capital (authorized) has a fixed amount, which is established by the Federal legislation in force on the territory of Russia. The Criminal Code is necessarily described in the statutory documentation, which is drawn up in the process of registering a business entity.

The MC of the organization performs a number of functions:

1. Reserving. In the process of forming the company's assets, the management has the opportunity to make payments on loans if they were attracted due to a lack of working capital.
2. Investment. The organization has the legal right to spend the funds of the authorized capital on the acquisition of raw materials and materials necessary for the implementation of economic and production activities.
3. Structural distribution. At the end of the reporting period, the company distributes net profit between founders. In this case, income is paid to each participant as a percentage of theirs.

Thresholds

The procedure for the formation of capital (authorized) is regulated by the Federal legislation and set for each type of organization in individually . For example, the minimum size of a joint-stock company is several times higher than the limit set for a limited liability company.

OOO

In 2018, the minimum amount of capital (authorized) for an LLC is set at 10,000 rubles. When it is formed, each personally pays his share.

After registering an LLC and receiving the relevant documents, its owners can increase the charter capital by contributing property, Money or other assets. It should be noted that any changes in the authorized capital are possible only with the participation of a notary.

In accordance with Article 90 of the Civil Code of the Russian Federation when forming the authorized capital of an LLC, its proportions and size are established in advance. When conducting state registration founders must contribute at least 50%. They are obliged to transfer the remaining assets to the ownership of the organization during the first year of its existence.

In the event that the founders were unable to in full to form the authorized capital, they either announce its reduction or begin the liquidation procedure.

Non-public JSC

The activities of non-public joint-stock companies are regulated by the Civil Code of Russia. Such a joint-stock company cannot have more than 50 shareholders, and there should not be anything in it that indicates its publicity.

The minimum amount of the authorized capital of such a company is 10,000 rubles. The nominal capital in non-public joint-stock companies is divided into a certain number of securities that cannot be placed openly.

The statutory documentation initially stipulates the share of bills that belong to each owner, as well as the number of votes given to one holder of securities.

In this situation, the minimum authorized capital of a non-public JSC must be at least 10,000 rubles.

Public JSC

The activities of public JSCs are regulated not only by the Civil Code, but also by Federal Law No. 208 "On Joint Stock Companies". The authorized capital of such organizations is formed from shares, which are acquired by the owners at the initial cost determined at the time of issue.

In the course of the activities of companies, their authorized capital can change both to a greater and lesser value, depending on the situation existing in the financial market. In accordance with the regulations of the Federal legislation, the minimum authorized capital of public joint-stock companies must be at least 100,000 rubles.

Additional information about the authorized capital is in this video.

State enterprise

While creating state enterprises their founders must be guided by the Civil Code of the Russian Federation. In accordance with its regulations, the minimum authorized capital of such companies should be 5,000 minimum wages.

Municipal unitary enterprise

For municipal enterprises Federal legislation establishes minimum value authorized capital, amounting to 10,000 minimum wages. They are created by local authorities and in the future fully supervise the activities.

Newly opened bank and credit institution

Opening process jar provides for a large number events. Its founders must comply with all requirements of Federal law in order to receive license the right to carry out banking activities.

In process financial institution they need to form an authorized capital, the minimum amount of which should be 300,000,000 rubles.

The founders will have to place this amount on special accounts of the Central Bank of Russia.

Where to submit and how

Information on the amount of capital (authorized) of each LLC is reflected in its Charter. It is formed from the value of the share (it is reflected as a percentage of overall size UK or in ruble equivalent) of each founder at the time of founding the company.

Until the moment when the founders of the organization are ready to apply for the state, they must place half of the authorized capital in a savings account.

After the founders receive the registration documentation in their hands, they must transfer the remaining part of the Criminal Code to (payment of funds to the cashier is allowed).

If one of the founders has not fulfilled its obligations and has not contributed its share in the Criminal Code, then a financial penalty provided for by the Charter may be applied to it.

Contributions to the authorized capital can be made by the founders on your own, but within the framework of the current Federal legislation:

• in cash, both in cash and in the form of a bank transfer;
• securities, in particular shares, bills, etc.;
• property and other assets;
• rights to any property.

Property contribution

To contribute property to the authorized capital, the founders need to act in a certain sequence:

1. Perform a property appraisal. To do this, you must contact a specialized company that has the appropriate permits.
2. At the meeting of the founders approve the assessment report which should be reflected in the protocol. If the company is opened by one owner, then there must be his decision, drawn up in writing.
3. Draw up an act of acceptance and transfer, on the basis of which the property is put on the balance sheet of the organization.

UK money

All funds contributed by the founders to the authorized capital of the LLC must be placed immediately on the accumulative account, and after receiving the registration documentation on the current account (in the future they can be spent on the needs of the company).

Statutory contributions can be made both in Russian rubles and in the currency of other states.

The founder's contribution to the current account must be documented. Usually, an announcement for a cash contribution is drawn up, consisting of several parts: receipt order, receipts and announcements.

As evidence of the deposit of funds can be considered:

• incoming cash order;
• statement from the current account;
• copies of payments and receipts;
• the provision of the company's charter, which states that the payment of the minimum amount of the authorized capital was carried out in full.

Formation example

The process of formation of the statutory fund can be considered on an example. Several founders held a meeting at which they made all the main decisions regarding the state registration of the LLC. The authorized capital of the company will be formed as follows:

1. Vasiliev P.P. made a contribution of 44,000 rubles, of which cash in the amount of 24,000 rubles and refrigeration equipment in the amount of 20,000 rubles. The share (as a percentage) was 18.41%.
2. Petrov E.R. made a statutory contribution in the form of a car, the cost of which is 75,000 rubles. The share (as a percentage) was 31.38%.
3. Sidorov N.P. made a statutory contribution in monetary terms - 120,000 rubles, in the form of the right to use the trading premises for 1 year. In percentage terms, the share was 50.21%.

Deadline for joining an LLC

The term for the founders to contribute money to the Authorized Fund is determined by the decision of the meeting, which deals with the creation of an LLC. Boundary date, in monetary terms, should not exceed 4 months from the moment the company receives registration documents.

How the increase in the authorized capital of an LLC takes place, you will learn from this video.

The authorized capital of a joint-stock company is created taking into account the specifics of such, associated with the issue of securities - shares. In this regard, shareholders are recognized as founders, who must redeem (or pay) the shares in cash or.

General information about the authorized capital of a joint-stock company

Authorized capital (UK) is or any property that is transferred by the founders of the organization as a contribution to ensure its statutory activities. The transferred funds do not participate in the financial economic activity in literally However, if necessary, they can be used to increase other capitals or cover losses.

The legislation clearly establishes that any organization must have an authorized capital, and without it, it does not have the right to carry out its activities on legal grounds. Since different companies have different organizational and legal forms, their management companies, under the influence of this factor, can also have their own forms, characteristics and features of formation.

They are fixed in the regulatory legal acts of the Russian Federation, and each company is obliged to have these funds in the prescribed amount. If they are not enough, the enterprise cannot exist and conduct its activities, and therefore the founders need to foresee all the changes associated with these funds in advance.

What does the law say about the authorized capital of a joint-stock company, will tell the video below:

Normative fixing

As for, the procedure for creating its authorized capital is regulated by Article 99 of the Civil Code of the Russian Federation. It contains the main points that need to be addressed Special attention. Thus, the Criminal Code of a joint-stock company is formed from the sum of the nominal value of all shares redeemed by the participants-shareholders.

If a shareholder acquires any number of shares, he is obliged to pay them in full, that is, to redeem them at par value. Note that payment involves the transfer of not only cash - the shareholder has the right to contribute other securities or property for shares, as well as grant property rights to any objects. All means, except for money, must also be defined in monetary terms, so that it can be understood exactly how many shares a shareholder claims and is entitled to. by agreement between other shareholders with the possible involvement of experts in the field of property valuation.

Before a joint-stock company begins to exercise its direct activity, it must allocate shares in full to shareholders. In other words, you cannot start an activity if the shares are in free form, that is, they do not belong to anyone. JSC will start its activity only after the moment when its MC is fully formed and paid.

Art. 99 of the Civil Code of the Russian Federation correlates with another legislative act of the Russian Federation - the Federal Law "On Joint Stock Companies" dated December 26, 1995 No. 208-FZ. According to this law, a JSC has the right to place ordinary shares, as well as one or more types of preferred shares at will. All shares are uncertificated, that is, they do not write who they belong to. This ownership is recorded in a special register of securities holders, which indicates the full name of the owner of the shares, his passport data, the number of redeemed shares, their type and nominal value.

Par value of shares

The nominal value of the shares acts as an indicator - the nominal value fixed on the shares and which means exactly how much monetary assets from the management company are accounted for by this share. The nominal price of one company is always equal to each other for ordinary shares and is equal to each other in a certain group of preferred shares.

• The nominal value of shares belonging to different groups of preferred shares is not always equal.
• The nominal price of all preference shares issued by a joint-stock company cannot exceed 25% of its fixed charter capital.
• The number of shares, their type and par value must be recorded in the constituent documents, since they contain information about the authorized capital of any enterprise.

Useful information on the formation of the management company of JSC is given in this video:

Size and shaping

Federal Law No. 208-FZ of December 26, 1995 establishes the minimum value of the authorized capital of joint-stock companies. According to this document, the minimum value of the authorized capital of a JSC depends on what type it belongs to - public or non-public:

1. if the joint-stock company is created in the form, the minimum value of its formed and registered management company is 100 thousand rubles;
2. if a joint-stock company is created in the form, the minimum value of its formed and registered management company is 10 thousand rubles.

Previously, there were also such legal entities as OJSC and CJSC, which had their own size of the UK, but now they are no longer used.

The legislation provides that the authorized capital of a JSC can be legally increased by one of two methods:

• increase by additional issue of shares. Such a decision is made either at a meeting of shareholders or at the board of directors;
• increase by raising the nominal price of shares. Such a decision is made at a meeting of shareholders.

If a decision was made to issue (issue) an additional volume of shares for , their nominal value is set based on the market price of the shares.

The legislation of the Russian Federation also provides that a joint-stock company has the right, and in certain cases the obligation, by redeeming the issued shares or lowering their nominal price. The decision to downgrade the charter capital is fixed at the general meeting of shareholders. Decreasing the authorized capital is prohibited if, as a result of this measure, its value becomes lower than the established minimum amount of the authorized capital of a joint-stock company. If a decision is made to reduce the authorized capital by reducing the nominal price of shares, the JSC is obliged to transfer to its shareholders part of the funds as compensation or equal to the difference between the old and new nominal value.

Both an increase and a decrease in the charter capital must be registered by the joint-stock company with state regulatory authorities. In addition, this action should be reflected in founding documents, since they should contain only reliable information about the amount of the authorized capital that exists at the moment.

Accounting for the authorized capital of JSC

The authorized capital of a joint-stock company, its formation and change must be mandatory by compiling certain corresponding entries on the accounts. The most common of these might be:

An open joint stock company is an economic entity that has the right to issue securities (shares). The openness of society is determined by the right to distribute these papers among an indefinite circle of citizens. A prerequisite registration of the organization is the creation of the authorized capital (UK). But for this you need to find out how much is the minimum size of the authorized capital of an OJSC.

The authorized capital is financial or other material contributions transferred by the founders of an economic entity in an amount that cannot be less than that established at the legislative level. Its value should be specified in the statutory documentation of the emerging organization during the registration procedures. The minimum size of the authorized capital of an OJSC is a value strictly regulated at the federal level.

The significance of the MC is determined by the need to insure investments made by creditors for the formation of a legal entity and the acquisition of profit.

The legislation defines the following possibilities for the use of the Criminal Code for the purposes of an economic entity:

• if credit funds were attracted for business development, then capital funds can be used to pay off obligations
• The UK can be spent on the purchase of equipment, components, materials required for production, economic processes
• periodically, the founders of an economic entity redistribute profits among themselves in the ratio of contributions made to the management company

Consequently, after the registration procedure, the shareholders of the legal entity being created can use a certain part of the Criminal Code for the needs of the company.

Formation of the management company of OJSC

The management company of an OJSC is formed from shares owned by the founders of an economic entity, they are accounted for at par. Ordinary securities are distributed among shareholders at an equal value.

According to the legislation, the founders can pay for the acquired shares in cash, other securities and other valuable things and property. If the formation of the UK is carried out on the basis of contributions of a property nature, then the founders will need to conclude an agreement that allows non-monetary redemption of securities. An indispensable condition that applies to the property fee paid by the founders is the presence of a monetary value. To determine it, if the contributions of shareholders are of a property nature, an independent appraiser may be involved, except for the cases indicated in Article 34 of the Federal Law of the Russian Federation No. 208.

On the territory of Russia, legislators allow the creation of an open joint-stock company, subject to a one-time establishment of capital. That is, a legal entity acquires the right to start production activities only on the condition that, on the day of official registration, the business entity already has a UK at least in the smallest amount.

How is the authorized capital formed

The full methodology for creating a management company of an organization is described in the Federal Law of the Russian Federation on OA. It highlights 2 main points:

1. The value of the Criminal Code is determined in , and it cannot be less than the legally established threshold.
2. The value of the Criminal Code may change during the period of operation of the legal entity.

Is it possible to increase the size of the authorized capital, see the video:

In addition to cash, the company's management company can be formed by contributions of the following values:

• certain types of intellectual property
• securities
• the property
• movable property

But if the future shareholder of the company decided to make a contribution of a property nature to the capital of the company, then he must enlist the support of the shareholders.

LLC or JSC: main differences

LLC is a business entity that can be established by both ordinary citizens and entities with the status of a legal entity. This organizational form is more suitable for small and medium-sized organizations with a maximum number of participants up to 50 people.

The distribution of the received profit among the participants is carried out without reference to the volume of investment in the organization's management company. Persons receiving profit are determined by the Charter of an economic entity.

Video about the authorized capital of LLC:

Each participant has the right to sell his share. But the legislation has determined the pre-emptive right to acquire it by other owners of shares.

The following signs are:

1. Division of the Criminal Code into shares. Moreover, some owners of securities may have an impressive block of shares, while others may own small percentages of the UK.
2. Lack of the possibility of exclusion of shareholders through the courts.
3. Voting results are determined by the block of shares, not by shares.
4. It is obligatory for an JSC to conduct an annual audit.

Currently, JSCs are represented in the Civil Code of the Russian Federation in two categories:

• public joint-stock companies (formerly OJSC), characterized by the openness of circulation of securities and the possibility of their purchase by an indefinite circle of citizens without the consent of other shareholders
• non-public JSC (formerly CJSC), this organizational and legal structure provides for the rotation of shares in a predetermined circle of participants with a maximum number of up to 50 people. The owner can resell the shares to other participants only after their permission

LLC is a simpler form of society. While public JSCs are characterized by a complex organizational structure.

The minimum size of the management company of OJSC

The lowest value of the Criminal Code is fixed by the organization itself, but the founders should not set a value that will be less than that determined by legislative acts.

In addition to the lowest value of the Criminal Code, economic entities, depending on their activities, may be subject to the following restrictions:

• the maximum amount of property investments of the shareholders of the company
• formation of a list of valuable objects contributed as a fee to the Criminal Code instead of money

Legislators have provided for the possibility of increasing the minimum value of capital in the event of a production or other need. Such a decision is made by the shareholders' meeting and reflected in the founding documents. An increase in the authorized capital may be necessary in connection with a decrease in its value as a result of the revaluation of non-monetary values ​​contributed by the founders.

Minimum share capital in 2018

Based on the latest amendments to legislative acts, the smallest value of the Criminal Code for public companies (OJSC) is 100 thousand rubles.

Legislators have also set higher minimum thresholds for various types business entities with reference to organizational form. Information is given in table 1.

The table shows only some types of companies, so before registering an organization, you should accurately determine the smallest value of the UK, the value of which will depend on the planned direction of work of the business entity being created.

Where to submit and how

Since the management company of an open joint-stock company is represented as a combination of ordinary and preferred securities, the placement of money and other valuables should be carried out in shares. During the registration procedures, the shares of a business entity are distributed among the participants. Preferred securities cannot exceed a quarter of the authorized capital stock.

As mentioned above, the Criminal Code of an economic entity is formed at the expense of the money supply and (or) the contribution of a property nature from participants in various volumes. The refusal of one of the founders to fulfill obligations to purchase securities implies the application of penalties determined in the constituent documentation of an economic entity. Also, liability measures are provided for missing the period when it is required to transfer the contribution and for partial fulfillment of obligations to the legal entity and its participants.

Property contribution

Legislators have determined next order property contributions to the capital of an economic entity:

Cash deposits

Legislators allow transferring the money supply to the Criminal Code in ruble terms and in the currency of foreign states. Before completing the documentation to complete the registration activities, the entire money supply should be placed in a savings account with a banking institution. When the necessary papers are received, the money must be transferred to the current account of the business entity.

All participants who have transferred the contribution must report with the relevant documents on the operation of replenishing the UK:

• bank account statement
• checkout order
• copy of check or receipt
• as confirmation, you can provide information that the participant has fulfilled its obligations to deposit funds

Application term

After the completion of the registration process, half of the securities of an economic entity are redeemed by the founders within 90 days. The remaining part of the money supply or other contribution is placed over the next 12 months, unless otherwise regulated by the statutory documentation of the enterprise (in some cases, a shortened period is determined).

Until the founders of the economic entity begin to transfer the first contribution to the Criminal Code, the work of the enterprise is limited to the operations necessary for the implementation of the organizational processes of the economic entity (search for an office, signing an agreement with the landlord, etc.).

Thus, during the period of registration procedures and the formation of the Criminal Code, it is necessary to thoroughly consider not only the organizational and legal structure future organization, but also the type of the planned direction of work. After all, the gap in the smallest values UK with reference to the selected direction is large.

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Discussion: there is 1 comment

After I read in the title of the article about the opening of joint-stock companies (which have not been in the law for a long time), there were doubts about the competence of the author. After the mention of a certain “FZ of the Russian Federation on OA”, these doubts were dispelled 🙁

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Is a joint-stock company obliged to increase the authorized capital to a minimum amount of 10,000 rubles?

There are situations when the authorized capital of the company is below the limit established by law. How to do the right thing in this situation - read the article.

Question: The closed joint stock company was registered in 2000. At the time of state registration, the amount of the authorized capital amounted to 8350 rubles. (in accordance with the current legislation at the time of registration). Currently, the minimum authorized capital for non-public joint-stock companies is 10 thousand rubles. Is a joint-stock company obliged to increase the authorized capital to a minimum amount of 10,000 rubles?

Answer: No, it doesn't have to.

Now the size of the authorized capital of a joint-stock company should be at least 10 thousand rubles. But it is important to observe the rule about this on the date of registration of the organization, and not for the subsequent period of activity (Article 26 of the Law of December 26, 1995 No. 208-FZ).

Therefore, the legislation does not directly oblige the company to increase the authorized capital to the minimum amount currently in force.

The company is not obliged to increase the authorized capital, even if it registers some other changes to the charter. Refuse to register the charter in a new edition due to the inconsistency of the authorized capital minimum size the inspection is not entitled (clause 8 of the Decree of the Plenum of the Supreme Arbitration Court of the Russian Federation, the Supreme Arbitration Court of the Russian Federation of November 18, 2003 No. 19 “On Certain Issues of the Application of the Federal Law “On Joint Stock Companies”).

Rationale

How to change the authorized capital

Increase the authorized capital

It is allowed to increase the authorized capital of the organization only after its full payment. For joint-stock companies, such a rule is provided for by paragraph 2 of Article 100 of the Civil Code of the Russian Federation, and for LLC - by paragraph 6 of Article 90 of the Civil Code of the Russian Federation and paragraph 1

The authorized capital of a joint-stock company can be increased by:
– placement of additional shares;
– increase in the par value of shares.

This procedure is provided for by paragraph 2 of Article 17 of the Law of February 8, 1998 No. 14-FZ.

How to formalize and reflect in accounting and taxation an increase in the authorized capital due to an additional placement of shares in a joint-stock company

By decision of the shareholders (sole shareholder), the authorized capital of a joint stock company may be increased by placing additional shares at the expense of:
– funds of shareholders;
- the company's own property.

Placement at the expense of shareholders

At the expense of shareholders, additional shares are placed by subscription.

The subscription can be:
- open (in which shares are issued for free sale and can be purchased by an unlimited number of persons);
- closed (when shares are placed only among shareholders or a predetermined circle of persons).

Public joint stock companies are entitled to use both subscription options. At the same time, the possibility of conducting a closed subscription may be limited by the company's charter or legislation.

Non-public joint-stock companies are allowed to place shares only through a closed subscription.

Additional shares placed by subscription may be paid for:
- money;
- securities;
- other property;
- property rights;
– other rights having a monetary value;
– by offsetting monetary claims to the company (in respect of shares placed through private offering).

The company's charter may limit the types of property that can be used to pay for additional shares.

The form of payment for additional shares is determined in the decision on their placement.

The price of payment for additional shares placed by subscription is determined by the board of directors (supervisory board) of the company in accordance with the provisions of the Law of December 26, 1995 No. 208-FZ. It should not be lower than the nominal value of the shares (ie, it may exceed or be equal to it).

When placing additional shares through an intermediary, his remuneration should not exceed 10 percent of the placement price of shares (clause 2, article 36 of the Law of December 26, 1995 No. 208-FZ).

Preemptive right to acquire

Additional shares to be placed must first of all be offered for purchase to the shareholders of the company. Since they have the pre-emptive right to purchase shares for a certain period. At the same time, the placement price of shares for them may be reduced, but not more than 10 percent of the placement price of shares for other persons. Upon expiration of the pre-emptive right of shareholders, the shares may be offered to other persons. The procedure for determining the term of the pre-emptive right of shareholders to purchase shares is established by the Law of December 26, 1995 No. 208-FZ.

Payment by property of shareholders

Property contributed by shareholders in payment for additional shares must be valued. This should be done by the board of directors (supervisory board) of the company. An independent appraiser is involved to assess the market value of the contributed property. The Board of Directors (Supervisory Board) has the right to determine the value of the contributed property not higher than the assessment of an independent expert (ie, lower or in the same amount).

Sources of increasing the authorized capital at the expense of property can be:
– additional capital of the company;
- fund balances special purpose companies based on the results of the previous year (with the exception of the reserve fund and the corporatization fund of employees of the organization);
- retained earnings of previous years.

The amount by which the authorized capital is increased should not exceed the difference between the value of net assets and the amount of the authorized capital and reserve fund of the organization. The data used for the calculation financial statements(the deadline for submission of which has come) for the last quarter preceding the date of submission of documents for state registration of an additional issue of shares.

If the charter of the company does not contain mandatory provisions on declared shares, then a decision to increase the authorized capital may be made:
- by the general meeting of shareholders (by the sole founder (shareholder)) - simultaneously with the decision to amend the charter regarding declared shares;
- by the board of directors (supervisory board) - only after a decision has been made to include provisions on declared shares in the company's charter.

Such requirements are given in paragraph 2 of paragraph 3 of Article 28 of the Law of December 26, 1995 No. 208-FZ.

As a result of the placement of additional shares, the authorized capital of the company is increased by the amount of the nominal value of the placed additional shares. At the same time, the number of authorized shares is reduced by the number of additionally placed shares of certain categories and types.

Grounds for amending the charter

Based on the results of the placement of additional shares, it is necessary to amend the company's charter. The basis for this is:
– decision of the general meeting of shareholders ( sole founder(shareholder)) or a decision of the board of directors (supervisory board) to increase the authorized capital of the company;
– a registered report on the results of the issue of shares;
– an extract from the State Register of Equity Securities (if the state registration of a report on the results of the issue of shares is not provided for by law).

State registration of an additional issue of shares

An additional issue of shares is subject to state registration. The decision to issue securities must be approved no later than six months from the date of the decision to place them.

An organization must submit documents for registration no later than three months from the date of approval of the decision to release. If the state registration of an additional issue of shares is accompanied by the registration of a securities prospectus, the documents must be submitted within one month from the date of approval of this prospectus.

Report on the results of the issue of securities

After the additional placement of shares, it is necessary to register a report on the results of the issue of securities. This must be done no later than 30 days after the end of the period for the placement of shares, which is specified in the decision to issue securities. If the shares were placed before the expiration of this period, then register the report no later than 30 days after the placement of the last share of the additional issue (clause 8.1 of the Bank of Russia Standards Regulation No. 428-P dated August 11, 2014).

The documents required for the state registration of the report on the results of the issue of securities, and the requirements for their execution are given in clauses 8.7–8.11 of the Bank of Russia Standards Regulation No. 428-P dated August 11, 2014.

For the state registration of a report on the results of the issue of securities, you must pay a state duty (subclause 53, clause 1, article 333.33 of the Tax Code of the Russian Federation). Its dimensions are shown in the table.

The law does not require an increase in the authorized capital after changing the limits

“The company was registered in 2000. Then the minimum size of the authorized capital of a CJSC was 8,500 rubles. Now it should be at least 10,000 rubles. Do we need to increase the authorized capital? .. "

No, Veronica. The size of the authorized capital of closed joint-stock companies should now be at least 10 thousand rubles. But companies must comply with this rule on the date of their registration, and not for the subsequent period of activity (Article 26 of the Federal Law of December 26, 1995 No. 208-FZ). This means that there is no need to make changes to the charter in terms of increasing the authorized capital. The company is not obliged to increase the authorized capital, even if it registers some other changes to the charter. The inspection is not entitled to refuse to register the charter in a new edition due to the discrepancy between the authorized capital and the minimum amount (clause 8 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated November 18, 2003 No. 19).

Answered by Alexander Vodovozov

Deputy Head of Tax Department legal entities Federal Tax Service of Russia

“The choice of the benefit code depends on how the region exempted movable property from tax. For example, in whole or in part. How to fill out a declaration on movable assets with benefit codes for each case, see the recommendation.”