Location of share capital. What is the time frame for funds? Maximum authorized capital

The size of the authorized capital of an LLC in 2018 - 2019 determines the minimum amount of property that ensures the interests of its creditors (clause 1, article 14 of the Law "On Limited Liability Companies" dated February 8, 1998 No. 14-FZ). We will talk about the methods of its formation, the obligations of the participants in making a share in our article.

In accordance with what is the authorized capital of business entities determined?

The authorized capital of business companies is determined in accordance with Art. 66.2 of the Civil Code of the Russian Federation. The lower limit of the size of the authorized capital, in particular the minimum authorized capital of an LLC in 2018-2019, is established by laws on business companies. That is, when paying for it, funds are deposited not lower than the established minimum.

IMPORTANT! A part of the authorized capital in the amount of at least the established minimum is paid in cash (Decision of the Federal Tax Service of Russia dated September 27, 2016 N SA-3-9 / [email protected])

For business companies it is established minimum value in the following size:

For credit institutions (Law No. 395-I of December 2, 1990 "On Banks and Banking Activities"), namely:

banks with a universal license - 1 billion rubles;
banks, central counterparties - 300,000,000 rubles;
non-bank credit institutions - 90,000,000 rubles.
For insurance companies (Law "On the organization of insurance business" dated November 27, 1992 No. 4015-I): 120,000,000 rubles. (base size excluding coefficients).

At the same time, many of these rules contain restrictions not only on the size, but also on the composition of capital. For example, insurance organizations are prohibited from making borrowed funds, collateral (clause 3, article 25 of law No. 4015-I).

The amount of the authorized capital of LLC from 2018 - 2019

The minimum authorized capital of an LLC in 2018-2019 is the total of the nominal value of the shares of all members of the company, is accounted for in the currency of the Russian Federation and cannot be less than 10,000 rubles. (Article 14 of Law No. 14-FZ).

The size of the participant's share is determined as a percentage or a fraction (the ratio of the par value of the share to the entire size of the authorized capital).

The real value of the share (paid to a participant, for example, who left the company) is a proportion of the value of the net assets proportional to the size of the share.

The statute may set limits:

the maximum size of the share;
the admissibility of changing the ratio of shares.

IMPORTANT! Such restrictions must be applied equally to all participants.

Authorized capital can be made up of:

of money;
of things;
property rights;
other rights that can be assessed.

However, there are restrictions on the types of property that cannot be transferred:

the right to permanent use of a plot of land (clause 6, article 3 of the law “On the entry into force of the Land Code of the Russian Federation” dated October 25, 2001 No. 137-FZ);
the right to lease a plot of the forest fund (Article 5 of the Law "On the Enactment of the RF LC" dated 04.12.2006 No. 201-FZ).

Restrictions on the types of property can be established by the participants themselves, who fix them in the charter.

When paying a share with property, it is necessary to evaluate it in monetary terms. Such an assessment is approved by the unanimous decision of the participants (clause 2, article 15 of Law No. 14-FZ) and is carried out with the obligatory involvement of an independent appraiser (clause 2, article 66.2 of the Civil Code of the Russian Federation).

Member's share payment requirement

The decision on the amount of the authorized capital is reflected in the document on the establishment of the organization. It may also contain liability for non-payment of a share in the form of a penalty.

If the company has 1 founder, then the decision should reflect:

the size of the authorized capital;
procedure, terms of its payment;
size, nominal value of the share (clauses 2, 8, article 11 of Law No. 14-FZ).

IMPORTANT! The transfer of property is not considered an independent transaction, but occurs as part of the execution of the decision to create a person (decision of the 10th Arbitration Court of Appeal dated 06/21/2016 in case No. A41-81131 / 15).

The term for making a contribution is determined by the decision on the establishment, but is limited to 4 months from the day the company was registered.

When resolving the issue of whether a person has the status of a participant, the fact of payment of a share or the full formation of the authorized capital is taken into account.

If there is no evidence of payment by the participant of a share or making a property contribution, such a person does not have the rights of a participant (CA decision Ural District dated April 21, 2016 No. Ф09-2008/16).

IMPORTANT! The founder cannot be released from the obligation to pay the share.

If the share is not paid in full within due date, its unpaid part goes to the society. The size of the authorized capital of an LLC in 2018 - 2019 in this case either decreases (when the unpaid part of the share is repaid by the company) or remains unchanged (when the unpaid part of the share is sold to another participant) according to the rules of Part 4 of Art. 24 of Law No. 14-FZ.

So, the minimum authorized capital of an LLC, which determines the value of the property, which creditors are guided by, assessing their risks when entering into legal relations with the company, is 10,000 rubles. and paid in cash only. Minimum size the authorized capital of an LLC may be higher if the company is engaged in special activities (for example, it is a non-bank credit or insurance organization).

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 a 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. Motion financial resources 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 Insurance companies medical direction;
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 on the Criminal Code on separate categories manufactured 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, entered manufacture building 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 filing constituent documents, where the estimated value of the enterprise is registered. 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;
ownership, trademarks and other.

Application intangible assets provides preliminary assessment value, if the nominal amount of property is more than 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, which acts 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.
Undestributed profits- This is a profit margin. The indicator characterizes financial stability enterprises. 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 unallocated or net profit OOO. 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. These include general partnerships and fellowship of faith. 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. Team work provides for the pooling of share contributions of co-owners and funds earned in the process of doing business.
provided for in CJSC, OJSC, LLC. This is the starting 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 general meeting through voting.

At the time of registration of the LLC, the management submits to 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. AT short video Trifonov Alexander 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

In a civilized economy, the authorized capital of a company is one of the criteria by which potential investors, creditors and partners evaluate the attractiveness of possible cooperation. In the Russian market, in most cases, include in the financial analysis organization, the size of its initial capital is a useless occupation. Indeed, in order to register a limited liability company in our country (the main organizational and legal form of an entrepreneur's activity - a legal entity), it is enough to have only 10,000 rubles. This amount is established as the minimum amount of the authorized capital of an LLC by the Law "On Limited Liability Companies" No. 14-FZ of February 8, 1998.

Legal and economic significance of the authorized capital of LLC

Thus, in economic practice, a formal approach to the founding capital of an LLC has developed. On the this moment for the majority of domestic enterprises, it does not characterize the actual volume of initial investment, and it is to such an insignificant amount that the owners have the right to limit their measure of liability for creditors' claims. The satisfaction of debts to partners is legally guaranteed only within the limits of the authorized capital, therefore, the decisions of counterparties on cooperation for amounts significantly exceeding it are made by them at their own peril and risk.

This state of affairs actually exists, but it cannot suit partners whose rights to demand obligations are not protected in any way. Therefore, talk about the need to revise legislative norm about the minimum authorized capital business companies. They propose to increase it significantly and give figures from 300 thousand rubles to half a million. Also, such a measure would limit the growth of one-day firms, but so far this initiative does not go beyond talk, and the minimum possible authorized capital of an LLC for 2014 is still 10,000 rubles.

On the other hand, this stimulates the opening of new organizations: the amount for registration is small, moreover, the founders are not required to keep it as a “dead weight” as a stabilization fund, but can use it in their economic activity. For the participants of the company, the authorized capital is also important from the point of view of the distribution of votes in the management of the company: the weight of the opinion of one or another founder in the general meeting is proportional to his contributed share.

An assessment of the organization's performance can also be based on the size of the authorized capital: if the value of the company's net assets becomes less than the founding amount after the second and subsequent years of operation, such an LLC is subject to closure, provided that there is nowhere to reduce the size of the UK.

How is the authorized capital of an LLC formed?

The authorized capital of an LLC is formed from the nominal value of the shares of all the founders of the company. Shares of participants are expressed in ruble equivalent, as well as as a percentage (or fractional) of the total capital.

The maximum size of the share, the possibility and procedure for changing the ratio of the contributions of the founders in the authorized capital are established by the organization independently and are prescribed in the Charter.

At the moment state registration LLC, its authorized capital must be formed on ½ of total amount. The rest is paid within 12 months from the date of opening of the company. Even before submitting an application for opening a company, funds in the amount of 50% of the future MC must be placed on a bank savings account or accepted at the cash desk. After receiving a certificate of registration of the LLC, this amount is transferred to the newly opened settlement account of the organization. The rest of the founding contributions are paid by the participants to the account of the LLC in the manner prescribed in the Charter of the company.

In fact, the funds contributed cannot be less than the nominal share of the participant, and none of the founders can be released from the obligation to pay their share, even if the company has a debt to them.

If the contribution of one of the founders is not made on time, it may result in consequences in the form of a fine, if provided for by the Charter. The unpaid part of the share is alienated in favor of the company, and then distributed among other participants or sold to third parties. Otherwise, the LLC is obliged to reduce its authorized capital by the appropriate amount and register a new size in the unified register of legal entities. In any case, the company must notify the registration authorities about changes in the composition of the founders and the ratio of their shares within a month.

The company can dispose of these funds at its own discretion: make purchases, pay wages staff, make rent payments etc. Evidence of the full formation of the authorized capital are payment documents that are issued upon transfer Money(cash receipt order, announcement of cash deposit), and not the physical presence of the entire amount on the account.

Property contribution to the authorized capital

Participants can contribute to the founding capital not only in the form of cash, but also with securities and even property. If everything is clear with money, then paying the authorized capital of an LLC with property may raise some questions.

Real shares must have a monetary value, which is fixed in the statutory documents common solution all founders. An exception to this rule is property whose nominal value exceeds 20,000 rubles. In this case, it is obligatory to establish the value of this property by independent appraisers.

It is prohibited to overestimate the value of the contributed property: in case of insufficient property to pay off the obligations, the founder, together with the appraiser, will still be liable within the overestimated amount. This rule is valid for 3 years from the date of establishment of the company.

The procedure for the transfer of non-monetary contributions is determined by the Charter of the LLC. In general cases, the property of the founder as a share of the authorized capital is transferred to the company for possession and use for a certain period of time according to the act of acceptance and transfer. The document on the transfer of property and a certificate of its appraised value are confirmation of the contribution of non-monetary funds to the authorized capital of the LLC. If the participant left the company ahead of schedule or was excluded from the list of founders, his property remains with the organization until the end of the period specified in the deed of transfer.

With regard to the withdrawal of property from the authorized capital by the current participant, this is possible, but only if the owner provides the company in a timely manner and in full monetary compensation. The compensation must be sufficient to pay for the firm's use of similar property on the same terms until the end of the period for which the physical share was originally transferred. The decision on this issue is taken by the general meeting, but without taking into account the vote of the interested founder.

What specific property a participant has the right to contribute to the company is determined between the founders by agreement: if they wish, they can provide for such cases in the Charter. Most often, these are things necessary for the work of the company: from a computer and office furniture to the vehicle or premises. Less often, founders contribute a share with intangible rights, for example, shares and other securities, patents, software etc.

The size of the authorized capital of the organization

As we have already found out, the minimum that must be contributed to the authorized capital for registering an LLC is 10,000 rubles. Naturally, a serious organization that plans to work actively, enter into million-dollar contracts and receive loans, is unlikely to limit itself to such an amount. In addition, some licensed activities require a completely different level of founding fees. For example, you can open an organization that will engage in private security activities only if you have a capital of 100,000 rubles; for a company that sells alcoholic beverages at retail, this is already an amount of about 1 million rubles; the statutory funds of credit and insurance companies are already in a different order of numbers and amount to tens of millions.

The law allows to increase the size of the authorized capital of an LLC up to required level. This happens through:

contributions by the founders of additional funds;
attracting new participants to the company (for example, including large investors in their composition);
the acquisition by the firm of property (net assets), which is transferred to the founding fund.

An increase in the authorized capital may be necessary to meet licensing requirements, if there is insufficient working capital, the intention to conclude a serious contract.

To increase the founding capital, the following conditions must be met:

At the time of the decision to increase the authorized capital, it must be fully formed, that is, all 100% have been contributed, even if a year has not passed since the date of opening the company.
The increase in capital is accompanied by amendments to the Unified State Register of Legal Entities.

Raising the value of the UK, the organization must understand that this should be followed by an increase in the value of net assets. If after 2 years this value is less than the authorized capital, the founders will have to carry out the procedure for its reduction.

An LLC can reduce the authorized capital by excluding one or more participants, reducing the size of their shares, writing off the value of the property included in the company's founding fund (due to depreciation). The new size of the Criminal Code should not be lower than the minimum permitted by law.

The decision to reduce the initial capital of the company is taken by the general meeting of participants with entry into the Protocol or individually, if the founder is the only one. Since this event directly affects the interests of the creditors of the organization, the law obliges them to notify them of the changes in writing. It is necessary to submit documents for registration of changes in the amount of authorized funds and the Charter itself no later than one month from the date of notification of the last creditor. This rule is established in Art. 20 of the Law "On Limited Liability Companies". The new size of the UK takes effect immediately after registration.

It is recommended to review the size and distribution of shares in the authorized capital of an LLC annually at a general meeting of participants based on the results of data on the value of the company's net assets provided by the accounting department.

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. MC is often the main source of working capital with which an organization takes its first steps in the business world.

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. UK in without fail described in the statutory documentation, which is compiled in the process of registering a business entity.

The MC of the organization performs a number of functions:

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.
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.
Structural distribution. At the end of the reporting period, the company distributes net profit among the 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, cash 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, the founders must make contributions of 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 The federal legislation establishes the minimum value of the authorized capital, which is 10,000 minimum wages. They are created by local authorities and in the future fully supervise the activities.

Newly opened bank and credit organization

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:

Perform a property appraisal. To do this, you must contact a specialized company that has the appropriate permits.
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.
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:

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%.
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%.
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.

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 (MC). 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:

The value of the Criminal Code is determined in , and it cannot be less than the legally established threshold.
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:

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.
Lack of the possibility of exclusion of shareholders through the courts.
Voting results are determined by the block of shares, not by shares.
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 JSCs (formerly JSCs), 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 legal entity and its members.

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 about the discovery in the title of the article joint-stock companies(which have long been absent from the law), 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 🙁