The company's constituent documentation specifies a fixed amount of authorized capital. It is deposited into the bank account of the Company upon its establishment, namely within four months from the date of state registration of the legal entity. The authorized capital, as a special asset, can be managed. Changing the authorized capital is allowed when expanding the business and its development.
Acceptance of changes to the authorized capital is carried out after the actual contribution of property or monetary assets, if the possibility of such adjustment is provided for by the Charter of the LLC. Changes in the total authorized capital up or down are allowed.
A change in the authorized capital in the direction of increase is made in order to increase the confidence of partners in their business, since many potential investors consider a small authorized capital as a sign of a fly-by-night company. The initial capital of the organization is considered as an asset that will be used to repay the debt to the creditor in an insolvency situation. The larger the authorized capital of an LLC, the greater the chances for the company to occupy its niche in the market. It should be noted that in order to conduct certain types of activities, there is also a need to increase the authorized capital.
Changing the authorized capital of an LLC with this approach occurs in stages:
1. An application is drawn up and submitted to the general director of the company expressing a desire to become a full member of the organization. The appeal is drawn up in simple written form, it contains the form of making the contribution and its value;
2. After receiving the application, the manager appoints a meeting of participants, and at the meeting the issue of admitting an external participant is decided. Those gathered are tasked with adopting proposals put to vote on the shares of the remaining partners and their redistribution in connection with the addition of a new participant to the founders of the LLC;
3. The new person makes a contribution to the authorized capital within the time period specified in the proposal. The maximum period for performing the operation is 6 months.
Reducing the authorized capital of an LLC in 2020: step-by-step instructions
Step 1. Call a meeting of participants
To make a decision on reducing the authorized capital, the company convenes a general meeting of participants. Such a decision must be made by at least 2/3 of the votes, unless the charter provides for the need for an even larger number of votes. The sole participant of the company makes the decision to reduce the capital on his own. The decision reflects not only the fact of reducing the authorized capital, but also introducing changes to the charter.
Step 2. Report the decrease in authorized capital to the tax office
After the decision is made, the company is obliged to notify the registering tax office within three days. To report a decrease in the authorized capital, a special form P14002 is provided. The application is signed by the director of the LLC. The director’s signature must be notarized, even if he personally submits application P14002 to the Federal Tax Service. Notarization of the application is not required only if it is submitted electronically and signed with an enhanced digital signature. In addition, the applicant must have with him the decision to reduce the capital, a passport and a power of attorney (if the documents are not submitted by the director). The tax inspectorate, within five working days of receiving form P14002, makes an entry in the Unified State Register of Legal Entities stating that the company is in the process of reducing its authorized capital.
Step 3. Notify creditors about the reduction of the authorized capital
The fact that an organization is reducing its authorized capital must notify creditors, for which it is necessary to submit a message to the State Registration Bulletin. Submission of notification is possible through the form on the official website of the journal. The notification is published in the Bulletin twice: the first time after receiving the entry sheet in the Unified State Register of Legal Entities from the INFS, the second time - no earlier than a month after the first publication.
Step 4. Submit documents to the Federal Tax Service to register changes in the charter
After the second publication in the State Registration Bulletin, it is necessary to prepare a package of documents for submission to the registering tax office:
- Minutes of the general meeting or the decision of the sole participant to reduce the capital;
- The charter of the LLC in the new edition, which records a decrease in the authorized capital, or a corresponding change in the charter in the form of a separate document (two copies);
- Document confirming payment of state duty (800 rubles);
- Application in form P13001, certified by a notary;
- Evidence of notification of creditors about the reduction of the authorized capital of the LLC (a printed copy of the journal “Bulletin of State Registration” or a copy of the publication form certified by the director);
- Calculation of the value of net assets if the authorized capital was reduced in accordance with clause 4 of Art. 90 Civil Code of the Russian Federation.
Increasing the authorized capital due to additional contributions from participants
Acceptance of changes in the contribution of the authorized capital is permitted by increasing the fund. In this situation, repeated contributions are made by members of the functioning society. Repeat contributions can be made by all members of the organization or only by individuals.
If all LLC participants agree with this operation, then the volume of their share in the total authorized capital remains the same. At the same time, the price of the share received by each member rises. If only one or a number of LLC participants are interested in increasing their contribution, then the value expression of the share transferred by each co-owner changes.
Procedure for reducing the authorized capital
The following procedure for reducing the amount of capital is relevant:
- Convening a meeting of participants.
- Sending notification of changes to the tax office . It must be sent within three days after the meeting at which the relevant decision was made. The notification is drawn up in form P14002. The director signs the application.
- Sending notices to creditors . The announcement of changes is published in the State Registration Bulletin.
- Submitting papers to the Federal Tax Service to register the reduction . The Inspectorate of the Federal Tax Service is provided with the minutes of the meeting, the new Charter of the organization, a receipt for payment of the fee, a statement of changes, and the journal “Bulletin” in which the corresponding announcement was published. In the event that the procedure is carried out due to the ratio of the capital and net assets, you must also submit a calculation of the value of the assets.
- Receiving documents on changes in capital . The new charter and extract from the Unified State Register of Legal Entities are provided by the tax office within 5 days.
The procedure is quite simple, but it is important to follow all the nuances. You cannot skip items, otherwise the changes will be considered illegal.
Step-by-step instructions for increasing the authorized capital of an LLC in 2020
Changes in the charter and increase in authorized capital are carried out step by step:
- The possibility of registering adjustments to the authorized capital of the Company is analyzed with an emphasis on the charter and norms of current legislation;
- A meeting is held among all members of the LLC, where a proposal is put on the agenda providing for changes to the authorized capital;
- Based on the results of the meeting, a Minutes of the meeting is prepared, which is certified by the signatures of all participants. If the owner of the LLC is one person, then he alone approves all changes by adopting the Decision of the sole participant, certified by him;
- To accommodate changes in the authorized capital of the LLC, an updated version of the Charter is being prepared;
- An application is drawn up in form P13001, it is certified by a notary or must be signed using an electronic signature;
- The set of documentation is transferred to the Federal Tax Service department to certify the adjustments;
- A fixed state fee is paid. a fee in the amount of 800 rubles, but when submitting documents using an electronic digital signature, this action is not subject to state duty;
- The result of certification of changes is provided to the tax office no earlier than 5 days after the application.
Here you can:
How to properly reduce the authorized capital
The procedure is carried out in several stages:
Convening and holding a general meeting.
To make a decision, a general meeting must be convened. At least 2/3 votes are required for confirmation, unless otherwise specified in the articles of association. If there is only one founder in the organization, then he can make his own decision. The decision must contain information about reducing the authorized capital and making appropriate changes to the constituent documents;
Notification to the tax office.
After making a decision, the organization must notify the tax office about it within three days. To notify, you must fill out an application in form P14002, signed by the director of the organization. The manager's signature must be notarized. When submitting electronically, notarization is not required and is signed with an electronic signature. When submitting documents in person by the director to the tax service, you will need a decision on reduction and a passport. If the documents are not submitted by the director, then a power of attorney will be required. After receiving the documents, the tax office must, within five days after receipt, make changes to the Unified State Register of Legal Entities stating that the organization is taking measures to reduce the authorized capital;
Notification to creditors about the procedure.
When carrying out activities, it is mandatory to inform creditors about this. To do this, a message is sent to the journal “Bulletin of State Registration”. This can be done on the official website of the magazine on the Internet. The magazine publishes the message twice. The first time - upon receipt of the Unified State Register of Legal Entities from the tax office, the second time - no earlier than a month after the first message was published.
Submission of documents for amendments.
After the second publication of the message in the journal “Bulletin of State Registration”, you can begin preparing documents for registration. The following documents must be collected:
- Minutes of the general meeting. If the organization has one participant, then a documented decision is sufficient;
- A new version of the charter or a sheet with amendments. Two copies will be required;
- Confirmation of payment of state duty;
- An application drawn up in form P13001, certified by a notary;
- Evidence that creditors have been notified of the changes. You can provide a printed version of the journal “Bulletin of State Registration”;
- If the reduction was carried out according to clause 4 of Article 90 of the Civil Code of the Russian Federation, then you will need to provide a calculation of net assets.
Reducing the authorized capital of the company
It is possible to make changes to the authorized capital of a company in the direction of reducing it within the limits permitted by law. In particular, for an LLC, the amount of authorized capital is not allowed to be lower than 10 thousand rubles. A change in the amount of the authorized capital provokes subsequent changes in the nominal value of the contribution made by each member. However, the percentage ratio between the shares of all members of the organization should remain the same.
Changes to the authorized capital in the direction of its reduction can be made using in-kind form or alienation of assets in the total authorized capital.
When is an organization obliged to reduce its authorized capital?
The company is obliged to reduce the amount of capital in the following circumstances:
- The size of the charter capital is greater than the size of net assets . This ratio of indicators indicates that the company is unprofitable. It is allowed in the first year of the company’s activity. Subsequently, when such a ratio is identified, the company is obliged to begin the process of reducing capital. For example, the net assets of an organization are 200 thousand rubles, and the amount of capital is 500 thousand rubles. In this case, the principle of providing capital with company property is violated. The interests of creditors are also not guaranteed. It is necessary to reduce the size of the capital to the size of net assets.
- Within 12 months there was no distribution or sale of the share that the company received . If such circumstances exist, the cost of the share must be repaid.
FOR YOUR INFORMATION! Previously, there was a law according to which a reduction of the capital was carried out in the absence of full payment of capital within 12 months from the date of registration of the organization.
Changing the authorized capital of a limited liability company
An increase in the authorized capital does not require prior notification of creditors. While the reduction of the authorized capital is carried out in the following order:
- A meeting of the founders is held, at which the Protocol on reducing the size of the authorized capital is approved. If the founder is only one person, then the decision on adjustments is made by the participant alone;
- An application in form P14002, certified by a notary or signed using an electronic digital signature, is sent to the Federal Tax Service department;
- Notifications to creditors about upcoming changes are published twice in the State Registration Bulletin;
- The package of documentation is submitted for registration to the Federal Tax Service department;
- A sheet with approved changes is issued by the tax inspector 5 working days after the application.
What is the authorized capital of a business entity?
Definition 1
Authorized capital is the amount of funds that an economic entity must have to start its business activities.
The authorized capital is also called the initial capital.
The authorized capital represents the amount of funds recorded in the constituent documents of an economic entity that has passed state registration as a legal entity.
The amount of initial capital being formed can be calculated as the amount of costs associated with the acquisition of fixed assets, fixed production and non-production assets, and the purchase of the required volume of materials for production, raw materials, and goods.
In the financial statements of a business entity, the initial capital is reflected as part of the liabilities of the balance sheet in the form of the authorized capital of the organization.
Depending on the form, the following sources of financing of initial capital can be noted:
- subsidies, loans from the federal or municipal state budget;
- contributions of the founders of the company to its authorized capital;
- shares, shares, etc.
Finished works on a similar topic
- Coursework Accounting for increases and decreases in authorized capital 420 rubles.
- Abstract Accounting for increases and decreases in authorized capital RUB 240.
- Test work Accounting for increases and decreases in authorized capital 190 rubles.
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