Change of authorized capital. Changing the size of the authorized capital of an enterprise The procedure for changing the amount of authorized capital

Among the most common reasons forcing an LLC to increase its capital are the following:

1. An increase in capital is often necessary for enterprises that have activities that are subject to licensing or require certain permits to conduct them. As an example, we can consider private security companies, for which the minimum capital must be at least one hundred thousand rubles.
2. Sometimes there is a shortage of enterprise in working capital Oh. Since an enterprise can use the funds contributed to the capital for its own needs, the only legal way to replenish working capital without additional taxation is to increase the capital. In this way, the company can simply increase its own funds without additional tax costs.
3. Entry of third parties into the LLC membership. It is they who will contribute funds that increase the capital. This allows them to acquire all the responsibilities, as well as the rights, of an LLC participant.

In addition to the above options, we should also mention the need to make your management capital higher for enterprises that plan to conclude large transactions. This is especially true when it comes to signing agreements with companies from other countries, since it is the size of the charter capital that will become the minimum guarantee for the interests of future creditors.

The conditions necessary to begin the procedure for increasing the authorized capital of an LLC must be strictly observed:

1. The management company must be paid in full.
2. The maximum amount for increasing the capital is equal to the difference between the net assets of the LLC and the amount of its capital and reserve fund.
3. Based on the results of the 2nd and subsequent years of operation of the LLC, its net assets should be greater than the capital. Otherwise, such LLC should be closed.

It should be remembered that Law No. 14-FZ provides for the possibility of introducing restrictions into the charter of an LLC on increasing its capital.

This applies to the maximum size of the participant’s share, the amount of increase in the capital capital at the expense of property, as well as its types, circumstances obliging the LLC to reduce the capital capital, etc. If the increase in the capital capital occurs in credit organization, then it must first notify or request the Bank of Russia about the acquisition of its shares.

This article is an instruction that allows you to make and formalize an increase in the capital for an LLC. When you contact our service, three paths will be available to you, moving along which you will be able to competently complete everything necessary for this.

The conditions necessary to begin the procedure for increasing the capital of an LLC must be strictly observed:

1. The first way: independently increase the capital by strictly following all points of the instructions. In this case, you will spend an amount from 2500-00 rubles, which will consist of state fees for registering changes to the constituent documents with an increase in the charter capital and for receiving a copy of the new charter of the LLC (800+400 rubles), as well as notary services in the amount of 1300 rub. When you choose this option, you will receive minimal costs and great experience.
2. The second way: use our service, with the help of which it is convenient to prepare all the necessary documents. This option will allow you to receive a correctly completed package of legal documents in a minimum of 15 minutes, which you then only need to send to the tax office.

STEPS OF INCREASING THE AUTHORIZED CAPITAL OF LLC

• Step 1. Decision to increase the authorized capital of the LLC.
• Step 2. Documents for increasing the authorized capital of the LLC.
• Step 3. Submitting documents to the tax authorities.
• Step 4. Receiving documents from the Federal Tax Service.
• Step 5. Notification of banks and counterparties.

Step 1. Decision to increase the authorized capital of the LLC

First, you should choose a method that will become the source of a future increase in the capital. To do this, you need to know what goes into increasing the capital:

1. Funds (property) of the enterprise itself

This is the real value of the LLC’s property, which is determined based on the financial statements for the past period. Those. only the net assets of the company, which means the book value of the company’s property, reduced by the amount of its liabilities.

At the same time, the amount by which the company’s capital is increased at the expense of the company’s property should not exceed the difference between the value of the company’s net assets and the amount of the company’s capital and the company’s reserve fund.

In this case, the nominal value of the shares of all participants in the company increases proportionally without changing the size of their shares.

An increase in the capital capital at the expense of its property is carried out by decision of the general meeting of the company's participants, adopted by a majority of at least 2/3 of the total number of votes of the company's participants, unless the need for a larger number of votes to make such a decision is not provided for by the company's charter.

2. Additional contributions made by its members

Depositing can take place in one of two ways:

• a) Each of the LLC participants will make their own contribution. These amounts will be paid within up to 2 months from the date of the decision to increase the capital, adopted by 2/3 of all participants. No later than one month from the date of expiration of the period for making additional contributions, the general meeting of the company's participants must make the following decision on approving the results of making additional contributions by the company's participants and on introducing changes to the company's charter related to increasing the size of the company's authorized capital (the second copy of this decision is transferred to the tax office ).
• b) Based on an application from a company participant (applications from several company participants) to make an additional contribution. In this case, decisions are made by all company participants unanimously. In this case, the nominal value of the share of each company participant who submitted an application to make an additional contribution increases by an amount equal to or less than the value of his additional contribution.

The contribution of a company participant to the LLC property may be cash, things, shares (shares) in the authorized (share) capital of other business partnerships and companies, state and municipal bonds. Such a contribution may also include exclusive and other intellectual rights and rights under licensing agreements subject to monetary value. By decision of the general meeting of the company's participants, adopted unanimously by all the company's participants, the company's participants have the right to set off monetary claims against the company in respect of their additional contributions and (or) third parties in respect of their contributions.

The monetary valuation of a non-monetary contribution to the authorized capital must be carried out by an independent appraiser. Participants in a business company do not have the right to determine the monetary value of a non-monetary contribution in an amount exceeding the amount of the valuation determined by an independent appraiser.

3. Additional contributions from third parties accepted into the LLC, provided that this is not prohibited by the company’s charter.

In this case, there is a change in the size of the shares of the company's participants, and, therefore, the decision is made unanimously.

• After the method of increasing the authorized capital is chosen, the LLC participants must issue a document: in the case of a single participant, “Decision of the sole participant”;
• In the case where there is more than one participant in the LLC, then the “Minutes of the general meeting of participants”.

Step 2. Documents for increasing the authorized capital of LLC

Regardless of the method you choose to increase the LLC’s capital, you should prepare the following documents for further submission to the tax authorities:

• Form 13001 application for increase in capital. It states new size Criminal code and the size of shares of participants. It is signed by the gene. director of the LLC, whose signature is certified by a notary.
• Extract from the Unified State Register of Legal Entities. It must be no older than five working days.
• A new edition of the charter of the LLC (2 copies) or a sheet of amendments (2 copies).
• Receipt for payment of the state duty for the increase in the Criminal Code. She signs gen. director with a blue pen.
• The decision of the sole participant or the minutes of the meeting of LLC participants to increase the capital.
• If it is not the general who goes to the tax authorities. director, then his representative will need a power of attorney for the right to submit documents, certified by a notary.

In addition to the above, you need to create a set of documents corresponding to the chosen method of increasing the capital.

Step 3. Submitting documents to the tax authorities

The deadline for submitting documents to the tax office will depend on the method of increasing the capital.

• If this occurs at the expense of the enterprise or its all participants, then they should be attributed no later than 1 month from the decision to increase.
• If contributions from third parties and additional contributions from LLC participants were used at their requests, then the period of 1 month will be counted from the date of making such contributions.

To do this, you can use one of the three methods listed below:

• Personally, Gen. director of the LLC. If this is impossible, this can be done by his authorized representative, who has the right to submit a notarized power of attorney. This option is the simplest and most reliable. The tax officer will have to check the submitted documents and, if they are completed correctly, accept them, issuing a receipt in return.
• We recommend that you check it carefully to ensure that your full name, company name and number of documents submitted are correct.
• Send a package with documents completed in in electronic format to the Federal Tax Service website. It is very convenient and fast, but there is a certain condition - you must have a qualified EDS (electronic digital signature). You can also use the service of a notary to transfer documents to the Federal Tax Service using the digital signature of the notary himself.
• With the help of the Russian Post, by issuing a registered letter with a list of attachments in it. This presentation option can take a fairly long time, which will depend on the speed of mail delivery. We recommend using it only if for some reason it is impossible to do this using the above methods.

Step 4. Receiving documents from the Federal Tax Service

By law, the tax authorities have a period of 5 working days to register an increase in the capital of an LLC, which can sometimes take from 2 to 4 weeks. After completing this registration process in tax office You should receive the following documents:

• a document indicating that changes have been made to the constituent documents of the LLC;
  extract from the Unified State Register of Legal Entities;
• the original of the new charter (or a sheet of amendments to the charter), with the appropriate tax mark.

When receiving these documents, it is also recommended to carefully check that they are filled out correctly. If errors are found, the documents must be returned immediately, and then the corrected ones can be picked up in a week. If you are unable to pick up the package of documents yourself, the tax authorities will send them to the address provided by the applicant.

Step 5. Notification of banks and counterparties

After receiving documents from the tax office, you should notify the bank about the increase in the authorized capital. For this purpose you should take:

• seal;
• minutes of the meeting of participants or the decision of the sole participant;
• a new registered version of the charter;
• an extract from the Unified State Register of Legal Entities and a certificate of making a new entry in it.

Well, at this point the process of increasing the capital of your enterprise can be considered complete. However, even if you used our recommendations and instructions, you had to spend a lot of effort and time on it. Often, these conditions are not enough to complete the required steps independently. But don’t worry, because we can always make their passage easier.

The size of the authorized capital can be changed by increasing or decreasing it. In this case, it is necessary to implement state registration of such changes.

Increase the authorized capital

An increase in the authorized capital can occur in two ways:

from internal sources(without attracting additional contributions from owners);

from external sources(with additional contributions from owners).

If internal sources are used, then the increase in the authorized capital occurs at the expense of the organization’s property. This occurs by increasing the nominal value of shares (shares) without changing the share of each owner in the authorized capital of the organization. In this case, only redistribution capital indicators (authorized capital increases, and other components of capital decrease). When increasing the authorized capital, internal sources are used retained earnings and share premium.

The increase in the authorized capital by the nominal value of the shares (shares) is reflected:

Dt sch. 83, Sat. “Amis. income", account 84 Kt. 80

If external sources are used, those. additional contributions from owners are attracted.

The debt of the owners to contribute to the authorized capital is reflected in the amount of the nominal value of the shares:

Dt sch. 75/1 Kt inc. 80

Reduction of authorized capital

Can happen in two ways:

without withdrawal property owners;

by seizure property owners.

Reduction of authorized capital without withdrawal property owners carry out:

to cover losses from current activities;

to reduce the total number of outstanding shares (in JSC) or redeem shares (in LLC).

Loss Coverage occurs by reducing the nominal value of shares or shares, without changing the share of each owner in the authorized capital of the company:

Dt sch. 80 “Authorized capital” Ct. 84 “Retained earnings (uncovered loss)”

Reduction of the total number of outstanding shares or redemption of shares is carried out using account 81 “Own shares (shares)”, which records purchased own shares and shares.

The purchased shares (shares) are cancelled:

Dt sch. 80 Kt. 81

Reduction of authorized capital by seizure by property owners is reflected as follows:

The debt to the owners is reflected at the nominal value of the shares (shares)

Dt sch. 80 Kt. 75/1

Debts to owners are repaid:

Dt sch. 75/1 Kt inc. 50, 51, etc.

3. Accounting for own shares (shares) purchased by the company

Placed own shares (shares) may, for one reason or another, be returned to the disposal of the issuer (JSC and LLC). Such shares (shares) are accounted for as the debit of account 81 “Own shares (shares)”. Shares (shares) may be returned to the issuer for the following reasons:

failure by the buyer to fulfill obligations to pay;

purchase for the purpose of subsequent resale or cancellation.

If the buyer fails to fulfill his obligations to pay for shares (shares), his debt should be written off.

The buyer's debt to pay for shares (shares) at their nominal value is written off:

Dt sch. 81 Kt sch. 75/1

The buyer's debt is written off to the extent that the payment price for shares (shares) exceeds their par value:

Dt sch. 83, Sat. "Share premium" Kt 75/1

Example 3. One of the founders of the joint stock company was unable to pay for 100 shares (par value of shares is 100 rubles, payment price per share is 120 rubles). Shares that are not paid on time are returned to the disposal of the company.

Purchase of shares (shares) for the purpose of subsequent resale or cancellation is reflected in the debit of account 81 in the amount of actual costs associated with their redemption.

Cash was transferred to the owners for the repurchased shares (shares):

Dt sch. 76 Kt. 50, 51

Own shares (shares) purchased from owners have been accepted for accounting:

Dt sch. 81 Kt sch. 76

If shares are repurchased by a joint stock company for the purpose of cancellation, then after state re-registration, a decrease in the authorized capital by the par value of the repurchased shares is reflected. The difference between the actual costs of repurchasing shares and their nominal value is charged to account 91 “Other income and expenses”.

Example 4. By decision of the board of directors, the OJSC bought back 10,000 of its own shares with a par value of 10 rubles. at a price of 12 rubles. per share for the purpose of their cancellation.

If shares (shares) are repurchased by the company for the purpose of selling them, then it is necessary to reflect in accounting the income and expenses associated with the sale of own shares and identify financial results. The following entries are made:

Example 5. By decision of the board of directors, the OJSC bought back 10,000 of its own shares with a par value of 10 rubles. at a price of 8 rubles. per share with the aim of selling them at 13 rubles. per share.

The balance of account 81 is shown in section III “Capital and reserves” of the balance sheet on the page “Own shares purchased from shareholders” in parentheses after the line “Authorized capital” in order to reflect the real amount of the organization’s authorized capital.

Increase the authorized capital. This issue is regulated by law only in terms of basic parameters, but detailed elaboration in relation to the characteristics of a particular joint stock company is found in a special corporate normative act, usually – the Regulations on the procedure for increasing (decreasing) the authorized capital.

The Civil Code of the Russian Federation and the Law on Joint Stock Companies provide for two ways to increase the authorized capital: by increasing the par value of shares or issuing additional shares.

Any subscription to shares is accompanied by the adoption of many corporate acts. Let's name just a few of them, which are typical: Notice of open subscription, Obligation to sell shares, Certificate of contributions, Subscription restrictions, etc.

The authorized capital is reduced to achieve the following goals:

a) get rid of surpluses by paying dividends; b) write off losses.

As for the first, we are talking about cases when, for one reason or another, the size of the authorized capital exceeded the optimal one. It is impossible to distribute the part of the capital that has become redundant among shareholders, since repayment of deposits is not allowed, but by reducing the authorized capital, you can free up this part and dispose of it either by paying dividends or transferring it to the reserve. The second goal is pursued when the company’s activities turn out to be unprofitable, as a result, there is a clear discrepancy between the actual assets available and the size of the share capital. Such a discrepancy, firstly, can lead to the forced liquidation of the company, because if the size of the company’s property becomes less than the amount of the authorized capital provided for in the Law, there is a basis for its forced liquidation. Secondly, losses incurred by the company, while the amount of the share capital remains unchanged, excludes the possibility of distributing subsequently received profits until the size of the property reaches the level of the authorized capital.

There are various ways to reduce the authorized capital.

The Law on Joint Stock Companies allows two ways to reduce the authorized capital:

1) reduction in the par value of shares;

2) reducing the total number of shares, including through the acquisition and redemption of part of the shares by the JSC itself in cases provided for by its charter.

The first method is considered more fair, since in this case all shareholders are in the same position. When using the second method, each shareholder receives as many shares as the general meeting decides, which, as a rule, infringes on the interests of small investors. When depreciating shares, even the principle of formal equality of shareholders is not observed, since only certain shares are canceled. The company does not have the right to reduce the authorized capital if, as a result, its size becomes less than the minimum authorized capital

Authorized capital is the organization’s assets in cash and property, which the founders contribute after registering the LLC. The minimum amount of the authorized capital of an LLC in general case equal to 10,000 rubles. At the stage of creating a company, the founders are often limited to this amount, but later there may be a need to increase the authorized capital of the LLC.

If this need is dictated by the fact that money is required for business development, you can avoid making changes to the Unified State Register of Legal Entities by issuing a loan to the LLC. We discussed this option in more detail in the article about.

It will be necessary to increase the authorized capital in the following situations:

• the company includes a participant who contributes to the authorized capital;
• the organization changes its direction of activity to one for which the authorized capital is provided;
• the charter is brought into compliance with Federal Law No. 312 of December 31, 2008 (for those organizations whose authorized capital at establishment was less than 10,000 rubles);
• a company participant wants to increase the size of his share in the management company;
• increasing the authorized capital is a requirement of potential investors or creditors of the company, because this guarantees their interests.

The authorized capital of an LLC can be increased at the expense of the property of the company itself, i.e. accumulated net assets, or additional contributions of participants and third parties. In this article we will look in detail at the procedure for increasing the authorized capital of an LLC.

Please note: an increase in the authorized capital of an LLC is allowed only if the contributions declared upon formation of the company were fully made by the existing participants.

Increasing the authorized capital due to a new participant

First of all, you need to make sure that the charter of the LLC does not contain a prohibition on increasing the authorized capital through contributions from third parties. If there is no such prohibition, then the first step that a new participant should take is to write to the name general director LLC application in free form with a request to be accepted into the company. In the application, in addition to the usual identification data of the physical or legal entity, the amount of the contribution, the procedure and deadline for its payment, and the desired share in the authorized capital are indicated.

After receiving an application from a potential LLC participant, a meeting of participants is convened, the agenda of which should include the following issues:

• accepting a new participant into the LLC and increasing the authorized capital due to his contribution;
• the size and nominal value of the new participant’s share;
• changing the size of shares of LLC participants;
• new edition of the charter of the LLC in connection with the increase in the authorized capital.

In the minutes of the general meeting, the first three questions require the unanimous opinion of the participants, and to adopt a new version of the charter, two-thirds of the votes are sufficient, unless a larger threshold is specified in the charter. The sole participant formalizes the entry of a new participant and the increase in the authorized capital by his decision.

The new participant must make a contribution to the authorized capital within the period specified in the application, but no later than six months after the adoption of the relevant decision by the general meeting or the sole participant.

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Increasing the authorized capital at the expense of LLC property

The source of increasing the authorized capital in this case is the property of the organization itself. In this case, there is no redistribution of participants' shares, but their nominal value increases. Of course, in this case, the authorized capital cannot be increased by an amount greater than the value of the LLC’s property, namely the value of its net assets plus the reserve fund. Net assets mean the book value of the LLC's property reduced by the amount of its liabilities.

To make a decision to increase the capital at the expense of the company’s property, two-thirds of the votes of the participants are sufficient, unless the charter provides more. Such a decision can only be made on the basis financial statements for the previous year.

Step-by-step instructions for increasing the authorized capital of an LLC in 2020

So, we have found out how and in what cases the authorized capital of a company can be increased, now we will figure out exactly how the registration procedure takes place, and what the participants and the director of the LLC must do.

Step 1. Make a decision of the general meeting or the sole participant to increase the authorized capital, change the charter and enter a new participant (if the increase occurs due to the contribution of a third party). If the authorized capital is increased due to additional contributions from all participants, then another decision will be required - to approve the results of the contribution to the authorized capital.

Step 2. Prepare a new edition of the charter or an amendment to it, which will reflect the new amount of the authorized capital.

Step. 3 Pay the state fee for amending the charter (800 rubles).

Step 4. Prepare documents confirming the payment of an additional contribution or the contribution of a new participant: receipt cash order, receipt, payment order. When increasing the capital of the property, it is also necessary to obtain its assessment by an independent appraiser and draw up an act of acceptance of the property on the balance sheet of the company.

Step 5. Within a month after making contributions to the management company, you must submit documents to the Federal Tax Service to register an increase in the authorized capital and changes to the charter:

• a notarized statement in the form;
• minutes of the general meeting of participants or the decision of the sole participant, certified by a notary;
• a new edition of the charter or a separate document on amendments to the charter (two copies);
• receipt of payment of state duty;
• documents confirming the contribution to the authorized capital.

Step 6. After 5 working days, contact the tax office again to receive an entry sheet in the Unified State Register of Legal Entities and a copy of the new charter (amendments to the charter), certified by the tax office.

The need to increase or reduce the authorized capital of a joint stock company

Usually the latter increases due to increasing the scale of the company's activities. Competition in the market necessarily requires a gradual increase in the size of functioning capital. The latter can increase due to the attraction of borrowed capital, but the boundaries of this process are ultimately still determined by the size equity joint-stock company, since lenders must be confident that their capital will be returned even under unfavorable conditions, at least as a result of the bankruptcy of the borrower. Therefore, from time to time a joint stock company increases its authorized capital as its needs for borrowed capital increase.

Increasing the authorized capital may be advisable if a joint-stock company wants to increase the volume of bond issues, the number of issued preferred shares, and obtain rights to other economic and social levers and privileges, which largely depend on the size of the authorized capital in the conditions of developed commodity relations.

However, in case of unfavorable market situations or in some special cases, it may be necessary to reduce the authorized capital as a temporary measure. Repeated successive reductions in the authorized capital are usually a sign that the joint stock company is experiencing major economic difficulties.

Ways to increase authorized capital

The cost of the authorized capital is product of the par value of shares and their number placed.

• increasing the par value of placed shares while their number remains unchanged;
• placement of additional shares within the authorized shares at a constant par value;
• simultaneous increase in the par value and number of outstanding shares.

Increasing the authorized capital due to an increase in the par value of shares

An increase in the nominal value of shares, with a constant number of outstanding shares, occurs due to accumulated property in the form of the joint-stock company’s own, or net, assets without attracting additional (new) capital from the market.

An increase in the par value of shares in itself can be caused by a variety of reasons, usually associated with inflation, changes in the scale of prices, etc. Increasing the authorized capital due to an increase in the par value of shares is a way to increase it without issuing new shares, i.e. without expanding the composition shareholders and changes in the balance of voting shares. A joint stock company needs to increase its authorized capital, but so that the composition of shareholders does not change. This can be done by increasing the nominal value of the shares to the required extent.

An increase in the authorized capital may be accompanied by an increase in the number of outstanding shares. This occurs when the company decides to issue additional shares or bonds convertible into ordinary shares. Such a decision is possible only within the limits of the total number of authorized shares. If in a joint stock company the number of authorized shares is less than those additionally placed or their number is not specified, then the decision to place additional shares or bonds convertible into ordinary shares may be made simultaneously with the decision to increase or establish the number of authorized shares.

The decision to increase the authorized capital through an additional issue can be made either unanimously by the board of directors (supervisory board).

Since the authorized capital consists of the sum of the par values ​​of both ordinary and preferred shares, its increase can be made through additional issue of both those and other shares. Therefore, when making a decision to increase the authorized capital by placing additional shares, the number of additional ordinary and preferred shares of each type to be placed must be determined within the limits of the number of authorized shares of each category (type).

An increase in the authorized capital by placing additional shares may involve attracting additional capital or using the company's property for this purpose, i.e., it may not involve receiving.

The placement price of additional shares is set in accordance with the requirements of the law. Payment for additionally placed shares may be made in cash, securities, other things or property rights, as well as other rights that have a monetary value. The shares are paid in full immediately.

Reduction of authorized capital

Reducing the authorized capital is possible due to cancellation of part of the placed shares or by converting shares of a higher par value into shares of a smaller one, i.e. by reducing the par value of outstanding shares, which are in the hands of shareholders.

A decision is required to reduce the authorized capital.

Authorized capital cannot be reduced below the legal minimum, determined on the date of submission of documents for registration of relevant changes in the company’s charter, and if the company is obliged to reduce the authorized capital by law, then on the date of state registration of the company.

In the event of a reduction in the authorized capital, the joint-stock company is obliged to notify all its creditors in writing within 10 days. The latter retain the right, within a month, to demand from the joint-stock company termination or early fulfillment of its debt obligations. For this reason, reducing the authorized capital is a very risky decision for the subsequent existence of the joint stock company.

Cases of mandatory reduction of authorized capital

The law establishes cases when a joint stock company is obliged to make a decision to reduce its authorized capital.

• the net assets of the joint stock company are less than its authorized capital;
• the purchased shares have been on the balance sheet of the joint stock company for more than a year.

Below is general scheme actions of a joint stock company in connection with a decrease in its authorized capital (Fig. 15).