What is the authorized capital: its functions, the procedure for the formation and claims to it. Authorized capital Authorized fund or authorized fund as it is correct

Authorized capital- the amount fixed in the constituent documents of the organization that has passed state registration. Differs from the amount of funds originally invested by the owners to ensure the statutory activities of the organization, by the amount of their debt, reflected in the debit of account 80 [ ] . The authorized capital determines the minimum amount of property of a legal entity that guarantees the interests of its creditors.

Minimum authorized capital in Russia

Minimum authorized capital in Ukraine

To calculate the minimum authorized capital, the minimum wage is applied.

Increasing the size of the minimum wages does not mean a mandatory increase in the authorized capital. Its size is set based on the level of the minimum wage at the time of registration.

The minimum authorized capital, determined by the Law of Ukraine "On business companies» from 19.09.91 No. 1576-XII for joint-stock company(JSC), companies with limited liability(LLC), additional liability companies (ALC):

• for a limited liability company and ALC - the Law of Ukraine No. 1759-VI dated 15.12.2009 amended Art. 52 of the Law of Ukraine "On business companies" (No. 1576-XII of 19.09.1991).

In accordance with new edition Art. 52 of the Law on Business Companies, the minimum authorized capital of a Limited Liability Company must be the amount of at least one minimum wage in force at the time the LLC was established. From 01.01.2010, the minimum wage (and, accordingly, the amount of the minimum authorized capital of an LLC) is 869 hryvnia.

Regardless of the form of origin of enterprises, the authorized capital is of particular importance in the life of any company. This article will be devoted to him.

General information about the authorized capital

concept

Based on the size of the deposit fund, the rights of participants to receive profit from the company are determined, as well as the obligations to pay off the arising obligations. The stereotype of a somewhat frivolous attitude towards authorized capital is most often caused by the fact that organizations tend to set it at.

Of course, for an organization with millions of turnovers, the amount is more than frivolous, plus, it is the capital that is not spent until it is encroached upon by either members of the company or its creditors. But there are also organizations that are really clearly ready and obliged to meet their obligations with their authorized capital. , for example, the size of such a fund is set at 300 million rubles, a similar figure is set for, 200 million -.

If we consider the authorized capital from the point of view, then, of course, which does not actually bring profit to the operating organization. It is for this reason that its permanent build-up is not accepted in our country. To keep records of cash flows and other types of collateral in monetary terms in the context of participants (shareholders), a special account number 80 is provided. The receipt and disposal of funds by participants is conducted in the context of account 75 items - settlements with founders.

The video below will tell about the concept of authorized capital:

Statutory or statutory - which is correct

According to financial terminology, the word "statutory" refers specifically to the definition of the main fund of organizations. This refers to the attitude to the charter with an emphasis on the first syllable. The definition is used in such phrases as the authorized capital, the authorized fund or the charter court of a city.

The use of meanings "statutory" is used in the understanding as established by something. The definition is more suitable for the charters of paramilitary organizations. For example, the statutory uniform. However, morphologically, both words are identical.

Structure

The main fund of capital consists of the shares of the participants in the organization. For the most part, the amount of capital is operated on in order to determine the rights and obligations of each founder at the stage of the birth of a business. They can act as a participant to reinforce the "foundation" of a commercial event. As a rule, the composition of such persons is known in advance, the heads of such organizations are affiliated persons.

Apart from organizational structure authorized capital should highlight the criteria for the method of payment for each of the shares. Thus, participants in a new or already existing organization practically unlimited in the choice of payment method. Founders have the right to present as payment in cash cash, and the printer, which can be checked by an appraisal company.

True, on general meeting, which works according to the content of the main document of the enterprise, clear restrictions on the capital structure can be introduced. Quite often, the founders decide not to accept as payment for a share in authorized capital promissory notes or securities issued by third parties.

Normative consolidation in legislation

There are usually two main documents regulating the procedure for the formation of a structure, redemption or seizure of the authorized capital. The first document defines the procedure for the formation and responsibilities of participants in a particular form of enterprise. The second document is the Civil Code. For example, for the authorized capital of limited liability companies:

• Federal Law No. 14-FZ of February 8, 1998 (as amended on December 28, 2016) “On Limited Liability Companies” (as amended and supplemented, effective from July 1, 2017);
• "Civil Code Russian Federation(part one) ”of November 30, 1994 N 51-FZ (as amended on March 28, 2017, as amended on June 22, 2017).

Functions

• Share capital typical for enterprises that, in accordance with the current regulatory documents may not have their own charter. Meanwhile, in such organizations there should be memorandum of association, in which the procedure for the formation of share capital is prescribed. The category of such enterprises includes (on faith). The capital structure is standard - according to the shares of investors.
• characteristic for determining the property that is used to perform the direct activities of the enterprise. The definition of authorized capital as a fund is more suitable for, although it is the same in value.
• mutual funds. Such a definition implies a set of share contributions of participants in a specialized fund formed to maintain a certain type entrepreneurial activity.
• represents the most interesting fund. At the stage of formation of the enterprise, it can be minimal, but later it can be increased without changing the shares of the founders. When the shares are redistributed either between citizens, or a part can be redeemed by the organization itself. In a mutual fund, this does not happen - when you exit, the share decreases.

Subjects

Authorized capital is necessary for all, without exception, enterprises that plan to go through, and then engage in commercial activities, get revenue. The fund of the company is indirectly an instrument of state control, since any change in its authorized capital (redistribution,) is accompanied by the submission of a package of documents for entering new information into.

With regard to the obligation to form the authorized capital, there is no minimum amount, since they are liable for their obligations with all their property.

The formation of the authorized capital is the topic of this video:

Sources of formation and accounting

The main ones, according to the definition, are the founders of the business. Often, in practice, the procedure for the introduction of third-party capital is used. The measure is fully justified when the investor acquires new production facilities or extinguishes the company's critical debts that have not been redeemed for past periods. It is quite logical that for his contribution, the investor may demand a certain share in the authorized capital in terms of valuation.

For example, if an investor purchases a machine tool for 5 million, the annual turnover of the organization is 40 million, his share will be approximately 1/16.

As mentioned above, the payment of shares can be carried out by any means that have a valuation, including,. The UK can be deposited and, and straight to the current account.

In order to accounting Companies use two main accounts. It.

Developed or developed child Authorized or authorized capital Gross or gross product figurative or figurative meaning?

AT Russian legislation: authorized capital, gross product. Meaning - portable. Child - developed.

	Question #277119

Dear Help! Once again I repeat my question.
Can you please tell me if the dash is correct in the following case:

The authorized capital of joint-stock companies is divided into shares that belong to the participants of joint-stock companies - shareholders and certify the obligations of shareholders.

In my opinion, "shareholders" - a clarifying member of the proposal, how to isolate it correctly?
Thanks for the answer!

Answer help desk Russian language

The word "shareholder" can act as an appendix (then the punctuation is correct) and as an explanation (it is better to enclose it in brackets), depending on the meaning given by the author of the text.

	Question #262371

Good afternoon!

It is very important to find out which is correct - "articular cartilage" or "articular cartilage" (for materials on diseases of the musculoskeletal system).

Searched in the medical literature, but everywhere differently. Here: http://www.bibliotekar.ru/427/2.htm - "Y";
here: http://doctorspb.ru/articles.php?article_id=1025 there are both "O" and "S".

Perhaps this term refers to "professional slang", but there must be some only correct spelling, based on the canons of word construction?

Thank you in advance for your help!
Sincerely,
Olga

The answer of the reference service of the Russian language

How to write correctly: the authorized capital is equal to nine million twenty thousand rubles or rubles. Thanks

The answer of the reference service of the Russian language

Right here... rubles.

	Question No. 240242

How to write authorized capital or authorized capital?

The answer of the reference service of the Russian language

Both options are correct.

	Question #239873

Please help to determine which functional style (scientific or formal business) the text belongs to:

According to civil code Russian Federation, a limited liability company (hereinafter LLC) is recognized as approved by one or more persons commercial organization, the authorized capital of which is divided into shares determined by the constituent documents. Unlike a joint-stock company, the right to a share is not confirmed by a security, but only by a certificate, which, in accordance with the charter of an LLC, can be issued by its founding members.

The answer of the reference service of the Russian language

The text refers to formal business style speech.

	Question #239571

how to say it correctly: authorized capital or authorized capital

The answer of the reference service of the Russian language

Both options are correct.

	Question #239098

Good afternoon! Please tell me how to write "authorized" or "authorized" capital of the organization?

The answer of the reference service of the Russian language

Both options are correct.

	Question #233639

Dear Help! How obligatory are "then" in such constructions? For some reason, the proofreader does not put them. 1. If the land was received free of charge, for example, in the process of privatization, (then) you have the right to reduce income by the original cost of the land. 2. If you sell a land plot that was previously contributed to the authorized capital, (then) you have the right to reduce the income from the sale by the cost of this plot. Thanks in advance

The answer of the reference service of the Russian language

There are both unions: _if_ and _if ... then_. Both of them can be used, there is no error.

	Question No. 228024

What is the correct name for the capital pledged in the charter of the enterprise: authorized or authorized capital.

The answer of the reference service of the Russian language

Both options are correct.

	Question #214566

I'm sorry, but I would like to clarify the question about the spelling of the word "non-cash" or "can you please, what does the word "term" mean in the context of answer 196778? The expression "cash as contributions to the authorized capital" is a term or not? And how correctly write in this case - together or separately?

The answer of the reference service of the Russian language

In the given context, the word _non-monetary_ is a term, it is written together. _Termin_ - a word or phrase denoting a strictly defined concept in some areas of knowledge.

	Question #210655

Good afternoon! Tell me, please, what is the correct authorized capital or authorized capital? Thank you.

The answer of the reference service of the Russian language

Both options are correct.

	Question #202448

Which is correct: authorized or authorized capital?

The answer of the reference service of the Russian language

Both options are acceptable.

). Statutory clauses (paragraphs of the charter). Statutory form of air signals (aviation). Statutory wrestling techniques (sport.).

❖ Charter (source) - 1 ) in Muscovite Russia - an act that established the procedure for local (city, volost) government; 2 ) an act that determined land and duty relations between a given landowner and his former peasants in accordance with general position about the peasant reform on February 19, 1861.

Dictionary Ushakov. D.N. Ushakov. 1935-1940.

Synonyms:

See what "STATUTORY" is in other dictionaries:

STATUTORY, statutory, statutory, and STATUTORY, statutory, statutory. 1. adj. to the charter in 1 value. (outdated). Statutory songs (ancient; region). 2. (only authorized). Consistent with the adopted charter (see the charter in 2 meanings). Statutory clauses (paragraphs of the charter). ... ... Explanatory Dictionary of Ushakov

CHARTER 1, a, m. Established by the state or whatever. authority set of rules governing what n. activity. U. party. Military at. W. joint-stock company. Explanatory dictionary of Ozhegov. S.I. Ozhegov, N.Yu. Shvedova. 1949 1992 ... Explanatory dictionary of Ozhegov

App., number of synonyms: 1 statutory (2) ASIS Synonym Dictionary. V.N. Trishin. 2013 ... Synonym dictionary

App. 1. ratio with noun. charter I 1. associated with it 2. Determined by the charter [charter I 1.] for the commencement of activities start-up capital joint-stock company or other enterprise; statutory I 2 .. Explanatory Dictionary of Efremova. T. F. Efremova. 2000... Modern explanatory dictionary of the Russian language Efremova

Charter, charter, charter, charter, charter, charter, charter, charter, charter, charter, charter, charter, charter, charter, charter, charter, charter, charter, charter, charter, charter, charter, charter, charter,… ... Word forms

statutory- statutory and statutory ... Russian spelling dictionary

statutory- B/ and A/ pr; 109 claim see Appendix II at lit. ‘written in a charter, in a special handwriting of ancient Greek and Slavic Russian manuscripts’ oral/clear: oral/clear writing, oral/clear handwriting See also non-statutory ... Dictionary of Russian accents

AUTHORIZED, AUTHORIZED, oh, oh. 1. to the Charter (1 digit). Oh, the requirement. Oh position. W. document. 2. Being a charter, written by a charter (3 characters). Oh, a letter. Wu inscription. ◁ According to the charter, adv. (1 digit). Issue a command according to the charter. Sergeant… … encyclopedic Dictionary

statutory- oral / external, see also. according to the charter, charter 1) to the charter 1) First requirement. Oh position. Statutory document. 2) being a statute, a written statute ... Dictionary of many expressions

- (authorized share capital) See: share capital(share capital). Finance. Dictionary. 2nd ed. Moscow: INFRA M, Ves Mir Publishing House. Brian Butler, Brian Johnson, Graham Sidwell et al. Osadchaya I.M.. 2000 ... Financial vocabulary

Books

• , Shalfeev , On the Statutory Book of the Robbery Order: Issled. Nikolai Shalfeev W 111/151 U 125/1222 F 1-82/13769: St. Petersburg: type. Mor. Moscow, 1868: Reproduced in the original author's spelling ... Category: Library science Publisher: Book on Demand, Manufacturer: Book on Demand,
• On the Statutory Book of the Robbery Order, Shalfeev, On the Statutory Book of the Robbery Order: Issled. Nikolai Shalfeev W 111/151 U 125/1222 F 1-82/13769: St. Petersburg: type. Mor. Moscow, 1868: Reproduced in original author's spelling... Category:

Hello! In modern economic conditions authorized capital is one of the most important indicators that future partners and investors are guided by in order to assess the reality of cooperation with a particular company. Why this indicator is so important, we will analyze in this article!

The authorized capital of an LLC - what is it and what is the size

Authorized capital - This is the initial contribution made by the founders of the company.

In Russia, in order to pass, it is enough to have a minimum authorized capital of 10,000 rubles. The legislator fixed the minimum authorized capital of an LLC in the relevant law.

Many people ask a logical question: “What is the need for authorized capital if its size is so small”? Let's briefly dwell on why it is needed.

1. To start the activities of the company legally;
2. The presence of the authorized capital guarantees creditors that all obligations to them will be fulfilled;
3. Allows you to determine what is the share of each of the founders and the number of their votes in the process of making important decisions.

Formation of the authorized capital of LLC (deposits)

Usually, information about the size of the UK is recorded in the charter of the organization. We can say that the authorized capital is a fund that is formed at the time of the establishment of the enterprise. Accordingly, it consists of the value of the share of each founder.

The share of each participant is reflected in rubles, or as a percentage of the total capital.

The maximum size of each share, the procedure for changing the size of deposits, each organization regulates personally, and enters information into the Charter.

Half of the Criminal Code must be formed at the time when it is made state registration limited liability companies.

Before an application for opening a company is submitted, half of the future CC must be placed on a savings account or accepted at the cash desk. After the registration documents are received, this amount will be transferred to the company's current account.

In the event that one of the founders has not made its contribution on time, penalties may be applied to it, if it is stipulated in the Charter. That part of the share that turned out to be unpaid may be alienated in favor of the LLC, distributed among the remaining founders, or sold to third parties.

The company can use these funds for the following purposes:

• pay wages;
• pay for the rent of premises;
• other.

The complete formation of the Criminal Code is confirmed by payment documents (for example: a cash order).

Consider the formation process using a simple example: Let's say three people want to form an LLC. Since the size of the authorized capital cannot be less than 10,000 rubles, then each founder, wishing to have an equal share with everyone, must contribute 3,334 rubles. That is, the UK in this case increases to a size that is evenly divided into 3 parts.

How to deposit the authorized capital of an LLC

It is necessary to carry out the introduction of the Criminal Code in strict accordance with the law. The material below can be presented as a step-by-step instruction.

You can make a contribution to the authorized capital in different ways:

• Cash;
• Through the transfer of funds;
• Shares or other securities;
• With the help of property, etc.

At the same time, it should be taken into account that if the Criminal Code is formed, say, by property, then an independent appraiser should participate in this procedure.

Majority chooses simple ways making deposits so as not to complicate anything (cash and non-cash funds). If the share is paid in cash, a cash order is simply issued, as mentioned above. If the contribution is made in property, then it can immediately be used in the activities of society.

The worst option is to contribute rights on any property (the right to use, etc.). The disadvantage of this method is that any rights can be challenged and called into question. Which will lead to many legal problems.

Types of authorized capital

Imagine the classification as a table:

Having considered everything theoretical aspects formation of the authorized capital, types, methods of its introduction, as well as dwell on what innovations were introduced and are operating in 2019.

Authorized capital of LLC in 2019

As before, the minimum authorized capital of an LLC in 2019 is

10 000 rub.

And further important points worth knowing about:

• All founders pay their share personally;
• The size of the authorized capital can be increased by financial resources, property or other assets;
• It is possible to change the Criminal Code only with the participation of a notary.

Exceptions

• For some enterprises, the minimum amount of the UK is not the standard 10,000 rubles, but much more. This list includes commercial banks, Insurance companies, producers of alcoholic beverages, etc. The funds here are already different: 10 million rubles for producers and wholesalers of alcohol, 300 million rubles for insurers and owners of commercial banks.
• If an entrepreneur is in doubt about what to choose: LLC and, then it is important to remember that when registering an IP, no monetary contributions are required. Individual entrepreneur liable with all his property.

Where is UC stored?

Entrepreneurs often ask: where and how is the Criminal Code stored? The fact is that this amount of funds used directly in the process of entrepreneurial activity exists only in the documentation.

Funds contributed to the authorized capital are placed on the company's current account. From there, they can be distributed to other needs of the organization.

Property (for example, real estate) contributed to the authorized capital must have documents confirming its real value (that's what appraisers are for).

The rights of the founders are regulated by the civil legislation of the Russian Federation. Therefore, the owner of a share in the authorized capital at any time can carry out the procedure for the alienation of his property, in any way that is convenient for him.

It is not difficult to sell a share in the UK if you follow simple recommendations. You can use the following methods:

• Terminate the transaction step by step, paying only the state fee and notary services. But this option takes a lot of time, since you personally have to go around more than one instance in order to compile all the necessary documentation;
• Use the services of a specialist who will arrange everything quickly and legally correctly. The client only has to pay for the services and send the finished documents to the government agency that resolves such issues.

If you still have to carry out the entire procedure on your own, you will have to carefully monitor compliance with all legal subtleties.

You can also sell not only a share, but also a part of it. To make a sale, you need to collect the following documentation package:

• A list of all LLC participants and an application filled out in a specific form;
• Agreement, indicating the share of the seller;
• Refusal documents from the participants of the company, if the share is acquired not by them, but by a third party;
• Phys. a person - a passport, a legal entity - registration documents.

With a complete list required documents can be found by contacting a notary.

After notarization, the documents are sent to the tax office, where they are reviewed and approved.

Donation of a share of the authorized capital of an LLC

The situation when a share in the UK is given as a gift is not uncommon in business circles. The transfer procedure is governed by Russian civil law.

Before concluding a donation agreement, the one who is the donor must carefully study founding documents society, in particular the Charter. Usually, it spells out the features of the conclusion of this transaction. It is not a fact that other founders will want completely unnecessary people to enter the business.

The contract has two parties: donor and donee. The first party can donate its share to one of the participants in the company, or maybe to several.

You can give a share to a third party only if it does not prohibit. In addition, the donation agreement must comply with all legal requirements and be correctly drawn up from a legal point of view.

What is the procedure for donating authorized capital?

• The Charter is carefully studied in terms of the alienation of shares;
• A written notification is sent to other members of the company about the intention to donate a share in the authorized capital;
• After a month after the consent was received, or no response was received, the donation agreement can be concluded;
• The contract goes through the procedure of notarization.

To conclude a donation agreement, you need to prepare the following list of documents:

• Statutory documents;
• The decision to establish a society;
• available evidence;
• Passport and TIN of the donor;
• Passport and TIN of the donee;
• If the share belongs to two spouses under the right of joint ownership, the second spouse must confirm his consent in writing.

The procedure for donating a share must be certified by a notary.

For the donee, receiving a share is income, which means that it entails the payment of tax. Usually it is 13% of market value shares.

If the donation occurs between two legal entities both parties are required to pay the tax.

Authorized capital upon liquidation of the company

- very difficult and affects a lot various aspects primarily financial. What to do with the Criminal Code, property? Many questions arise.

The liquidation of a limited liability company is a multi-stage and complex process. It must fully comply with the legislation of the Russian Federation.

As for the Criminal Code, it can be divided among the members of the company who contributed it, but only after all debts to creditors are repaid.

Settlement with the participants of the company is part of the entire liquidation procedure.

The management body of the company appoints the composition of the liquidation commission, to which all management functions are transferred. Federal tax office is notified of the planned liquidation, all creditors are also notified.

Creditors have 2 months to submit any claims to the company. There are cases when this period is extended, for example, if the company has a lot of debt obligations.

The whole procedure as a whole, until the moment of payment of the Criminal Code, can last several months, and maybe several years.

A queue is created, according to which all debts of the society are extinguished:

1. Citizens whose life or health has been harmed through the fault of society;
2. LLC employees;
3. Budgetary and extrabudgetary payments;
4. Settlements with other groups of persons.

Only after that the debts to the participants are repaid in proportion to the shares.

After all calculations, a liquidation balance sheet is drawn up. This is the company's latest report. If the company is bankrupt, then with the help of the Criminal Code all debts are repaid. This is done by an appointed arbitration manager.

Conclusion

The actual state of affairs, namely a completely formal approach to the management company for LLCs, does not suit many potential partners of the companies at all. That is why there are more and more proposals to increase the minimum Criminal Code. The numbers are different, but at the moment everything ends at the stage of conversations, although this measure would help reduce the number of one-day companies. But so far this initiative remains in words.

Perhaps in the future there will be some changes in this matter.

In order for the information on the authorized capital of the LLC to form a complete picture, we advise you to watch the following video. The lawyer tells in detail all the details of the formation of the authorized capital: how it is formed, where it is stored, what it is spent on, etc.