What is share capital. Joint stock companies and share capital. Regulation of the value of the net assets of a joint-stock company

Joint Stock»

The joint-stock form of organization has the ability and properties to combine various forms of ownership.

Share capital- this is financial condition a company of shareholders, which is formed in connection with the combination of several own capital in order to attract small entrepreneurs (depositors) using the sale of shares and bonds. Share capital represents in general, but is only with large financial representatives.

Types of share capital:

• main capital- this is a part of the capital that can be used in production, and which transfers its value to a new manufactured product in parts, its value is prescribed in the Charter of the enterprise;

• subscribed capital- these are shares that the company of shareholders has issued within the prescribed period and for the purchase of which investors have agreed and subscribed;

• is a certain part authorized capital, which is the total value of paid-in shares.

Equity capital can be viewed from two perspectives:

1. capital for production- production buildings, equipment, tools;

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

Authorized capital of JSC

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

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

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

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

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

Minimum UK for some types of JSC

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

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

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

Increase in the authorized capital of JSC

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

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

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

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

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

Reduction of the authorized capital of a joint-stock company

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

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

The reduction is done in 2 ways:

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

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

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

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

Results

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

Availability of authorized capital is a prerequisite for the functioning of an organization carrying out production or other commercial activity. The authorized capital performs three functions:

starting - is the source of the organization's property;

share - establishes the share of participation of each owner in the authorized capital;

guarantee - guarantees the fulfillment of obligations to third parties.

Depending on the legal form commercial organizations authorized capital as component equity can be in the form of:

authorized capital (in JSC and LLC);

share capital (in partnerships);

share fund (in production cooperatives);

statutory fund (in unitary enterprises).

For purposes accounting in organizations that have passed state registration, these concepts are reduced to the concept of authorized capital.

Authorized capital (UK)- this is a set of contributions (contributions) of the founders (owners) to the property of the organization in the amounts specified in the constituent documents. The value of the authorized capital characterizes property size, guaranteeing the interests of the organization's creditors. The value of the UK must be indicated in the constituent documents of the organization. The minimum size of the authorized capital is stipulated by federal laws: for a newly established OJSC it is 1000 minimum wages, for a closed joint-stock company or LLC - 100 minimum wages. The minimum size of the share capital and share fund is not established by law. Changing the size of the UK is possible only after making changes to the register of state registration. As a result of ongoing operations, changes in the size of the authorized capital are not allowed.

To account for the authorized capital, its changes and settlements with the founders, the following accounts:

passive account 80 "Authorized capital". Designed to summarize information about the state and movement of the authorized capital of the organization;

active-passive account 75 “Settlements with founders”. Designed for all types of settlements with the founders (participants) of the organization. Sub-accounts can be opened for account 75:

75/1 "Settlements on contributions to the authorized (share) capital"

75/2 "Calculations for the payment of income"

active account 81 "Own shares (shares)". Designed to account for repurchased own shares and shares.

In the balance sheet, the share capital is reflected in section III "Capital and reserves" in the line "Authorized capital".

1. The procedure for the formation of the authorized capital during the establishment (creation) of the organization

Consider the formation of the authorized capital in joint-stock companies and in companies with limited liability.

Formation of the authorized capital of joint-stock companies

Authorized capital of joint-stock companies is formed at the expense of the contributions of participants through exchange these contributions to shares and consists frompar value of shares acquired by shareholders. A share is a unit of ownership in a joint-stock company. The promotion has the following attributes: cost (price) and earnings per share. There are the following types share price: nominal, balance sheet, liquidation, exchange rate (market). earnings per share acts as a dividend and represents a part of the JSC's profit received during the reporting period, which is distributed among shareholders.

Joint stock companies can be open and closed. Shares of an open joint stock company can be purchased by any investor. Shares of a closed joint stock company are distributed among predetermined participants.

Stock by way of granting rights to owners are divided into two groups:

ordinary shares;

privileged.

Ordinary shares have the same nominal value and grant their owners the following rights:

participation in the general meeting of shareholders of the company with the right to vote on all issues of its competence;

receiving part of the company's net profit (dividend) for the current year;

participation in the distribution of the property of the company during liquidation after satisfaction of the requirements of the owners of preferred shares specified by the charter.

Preference shares provide their holders with certain privileges in comparison with ordinary shares. The owner of preferred shares receives income in the form of a percentage of the nominal value of the shares, regardless of the results of the organization's activities.

When establishing a joint-stock company the following conditions must be met:

the payment price of the shares must not be lower than their par value;

the form of payment for shares is determined by the founders;

money, securities, other types of property, property rights, etc. can be a contribution to the authorized capital. Evaluation of non-monetary contributions is made by agreement of the parties. In the cases established by the laws "On Limited Liability Companies" and "On Joint Stock Companies", an independent appraiser is invited;

the payment period for shares is determined by the founders, but at least 50% of the shares must be paid within 3 months from the date of state registration of the joint-stock company, the rest - within a year from the date of state registration.

- this is a type of capital of an enterprise, which is formed by issuing shares by this enterprise.

Equity capital is of two types, debt and equity.

1. Own - this is a type of share capital, in which of the available own funds more securities are issued and sold, reminiscent of a whirlpool. From such profits, shareholders receive annual dividends, but only after paying taxes and paying wages.
2. Borrowed is a type of capital that is formed mainly by borrowing money. They can be bank loans and loans.

With the help of the concept of share capital, one can define the equity capital of a joint-stock company. The main thing is not to confuse net assets and equity. Since net assets are assets, they represent the difference between the company's assets on the balance sheet and all debt obligations they have.

Share capital structure

Share capital includes:

• authorized capital;
• additional capital (capital formed by the emission of income);
• retained earnings (such capital is formed due to the efficient operation of the enterprise);
• reserve capital (capital, using net profit funds).

Share capital cannot exist without a joint-stock company.

A joint-stock company is one of the types of forms of ownership that combines its property and cash in the authorized capital, which is divided into equal shares, and secured by securities - shares.

There are some difficulties in opening a joint-stock company: registration of an enterprise; such an enterprise will be subject to double taxation; when forming a joint-stock company, many shareholders act purely in their own interests.

But, despite such difficulties, the creation of just such a form of ownership can bring enormous profits. Such an organization of people is formed in order to meet social needs and make a profit.

Shareholders

A joint stock company is a legal entity, its participants are shareholders. The liability of a shareholder is determined by the number and value of shares. The price indicated on the share itself is nominal; in the market, such a share will be sold at a certain rate.

In addition to shares, other types of securities can be bought and sold: bills, bonds, etc. The issue of such securities is one of the components of financial capital designed to provide income.

There are several ways to create joint-stock companies. Namely: newly created; created as a result of a merger of legal entities; as a result of the transformation, division or separation of legal entities.

There are two types of joint-stock company: open and closed. A joint stock company has its own authorized capital, which is also called share capital, because. its size is established by the charter of the organization. Shareholders' capital can also be called authorized and nominal capital, it is the property of companies.

Thus, the share capital is the money of the joint-stock company.

Return on Equity Formula

Return on equity = net income / equity.

In order for the capital of this form of ownership to multiply, there must be efficient system for managing such a campaign and an equally effective system for controlling management. Since equity capital began to exist, it has had ups and downs, revivals and stagnations.

A joint stock company is a form of ownership that combines different kinds capitals. The success of this company depends on the correct distribution of profits.

Authorized capital (UK)- this is a certain amount of money, which is the main source of the functioning of the company, and it is worth understanding how the formation of the authorized capital takes place.

The authorized capital can be assessed from two sides - legal and economic. From the legal side, the Criminal Code is the monetary property of the enterprise, which is used to pay off creditors. On the economic side, the UK is the minimum amount of money that is required to start a business. The size of the authorized capital is established in accordance with the charter of the company.

The legislation specifies the minimum amount for the formation of the authorized capital. The size of the authorized capital is determined by the organizational and legal form legal entity– LLC, CJSC, LLP. For example, the UK for an LLC must be at least 10,000 rubles.

How the authorized capital is formed

The formation of the authorized capital occurs with the help of the founders of the legal entity. Data on this must be entered in a special document of the legal entity. Investments in the authorized capital of a legal entity may be made in foreign currency or in rubles. If funds in foreign currency were contributed to the authorized capital, then the cost in rubles at the MICEX exchange rate must be reflected in the documents.

Also, the authorized capital of a legal entity can be formed, in addition to cash investments, and material assets (furniture, office equipment), intangible assets (patents). If contributions are not made in cash, they must be valued in monetary terms.

If the value of contributions is more than 20,000 rubles, then in order to convert them into cash equivalents, an assessment must be carried out by an auditor!

If it happens with the help of cash, then they must be deposited into a savings account in a bank until the moment when the state registration legal entity. Before submitting documents for registration, you must:

Choose a bank to service the company's current account;
- determine the size of the authorized capital;
- determine how many people form the Criminal Code;
- open a savings account in this bank and deposit money there.

After the registration of a legal entity, the money from the savings account is transferred to the settlement account of the company, and they become the authorized capital of the legal entity.

Contribution of authorized capital- a rather lengthy process, but documentary evidence is not needed for it, which means that a current account can be opened immediately after the registration of a legal entity and pay the Criminal Code in accordance with the charter.

If the company's Criminal Code is formed by property, then an act of acceptance and transfer of this property as a contribution to the Criminal Code is required. But at the same time, the contribution to the Criminal Code is only possible after the registration of the company!

The charter of the company must necessarily specify the specific amount of the authorized capital and how it is paid (for example, in installments for a certain amount).

UK– the minimum amount of resources required to start a business. If it is paid in cash, it can be used to pay for the rent of the premises, wages employees, for purchases for the company.

The Company's Criminal Code is not subject to taxation. The expenses for the management company are not the expenses of the company, because they will be expenses of the founders. In addition, the UK is not the profit of the company and is also not taxed.

Since the authorized capital is formed by the founders of the company, they are obliged to contribute their personal funds or material values ​​during its formation. If the founder is one person, then he himself contributes his funds to the Criminal Code. If there are several founders, then their share in the UK is determined as a percentage of the size of the UK.

Since the main purpose of the created legal entity is profit, its founders bear the initial costs with the expectation of receiving dividends in the future, i.e. the size of the contributed share affects the amount of the participant's future profit.

In addition, the larger the contribution, the more votes in decision-making at meetings of the community's founders.

The size of the share in the UK can also be changed, this is prescribed in the company's charter.

The size authorized capital of a legal entity can be changed, but cannot be less than that established by law. To increase the size of the Criminal Code, a package of documents is required. The size of the authorized capital may increase at the expense of property and at the expense of additional contributions from the founders and third parties. Each of these methods has its limitations.

For example, in an LLC, it is possible to increase the size of the UK only if the company's profit has increased or additional funds have been contributed from the founders.

The authorized capital of an LLC is formed with the help of the Federal Law "On Limited Liability Companies". The minimum capital for an LLC is 10,000 rubles. At the time of registration of a legal entity, the Criminal Code must be paid in the amount of 50% of its size. The remaining 50% must be paid within a year after the registration of the LLC.

If the funds of the Criminal Code are paid to the cash desk of the company, then a cash receipt order is issued, and if to the current account, then an announcement is made.

Authorized capital of the joint-stock company formed according to federal law"On Joint Stock Companies". The composition of the management company of JSC is a certain number of shares. The number of shares depends on the par value of the shares and the size of the authorized capital. The composition of the management company includes shares different kind with a fixed value, and as a result, personal funds are invested as a legal entity and the funds of shareholders.

A joint-stock company must create a management company after registering the company by selling shares to certain persons. Dividends are distributed depending on the value of the shares.

This is exactly how it happens formation of authorized capital without which it is impossible to open and operate your own business.