Creating your own enterprise is a very exciting, interesting, and most importantly, profitable business in our country. In 2016, many employees have already abandoned their previous lifestyle and organized their own business . Unfortunately, many aspiring entrepreneurs mistakenly believe that this is a fairly simple matter that can be easily handled without learning about starting a business from a legal, legal, economic, and competitive perspective.

Of course, such enterprises quickly burn out if their owner does not come to his senses. The reality is that for doing business you need to know and be able to do a lot. Of course, you can very well hire specialists who will do all the work for you - an accountant, a lawyer, a sales manager - but these costs are not affordable for aspiring entrepreneurs. In addition, any good businessman should be able to be well versed in the following issues:

• bookkeeping, reporting and filling out declarations;
• the legal side of the issue - the legal aspects of the existence of the enterprise. Ownership, property and rights of each of the participants in the business;
• economic issues is one of the broadest categories. It includes demand, determining production volumes, choosing a category and niche in the market, buying and selling shares and other securities.

In a word, a good businessman should know his whole enterprise up and down from all possible "angles". This knowledge cannot be acquired in a couple of weeks of training. The amount of information is extremely large, and in addition to theory, it is also necessary to consider all this in practice. Therefore, the most correct motto for an entrepreneur is “live for a century, learn for a century”. You can never stop in development and education.

Today we will consider a very important point in the creation and development of a private enterprise, namely the authorized capital. This aspect of the company is undeservedly considered rather simple and unimportant. In fact, a lot depends authorized capital In today's article, we will tell you:

• what is the authorized capital and why is it needed;
• how to change its volumes after the formation of an LLC;
• why increase or decrease the authorized capital of an LLC after its establishment;
• What affects the size of the authorized capital.

Authorized capital - what is it

limited liability company is one of the most common forms of private enterprise in our country, and this is not surprising. An LLC allows the founders not to worry about ownership, like individual entrepreneurs. This is due to the legal basis of these two forms of enterprise organization. An individual entrepreneur is responsible for his mistakes (in particular, unpaid loans from creditors) with his own property - appliances, furniture, real estate, cars.

Creditors have the right to take away most of the property of an individual entrepreneur in the event that he is unable to repay debts. However, the founders of a limited liability company do not face such a fate. They may well not be afraid for their property and cars. Actually, this is where the name “Limited Liability Company” comes from. The founders of such companies are not liable to creditors with their property, and they, in turn, do not have the right to confiscate it. But how do lenders get a money back guarantee?

It is for these purposes that the authorized capital was created. This is a certain amount of money that the founders contribute to their enterprise when it is created, and it guarantees the return of funds to creditors. Simply put, the authorized capital is the funds set aside by the founders, which, in the event of their insolvency, go to creditors. Now it becomes more or less clear what significance the authorized capital has for a limited liability company, its founders and investors - potential and real. Nevertheless, let's take a closer look at why authorized capital is needed and what role it plays in the development and formation of a business.

Why do we need authorized capital in 2018-2019

As already clear from the previous section of our article, the authorized capital is a kind of "insurance amount", which guarantees investors and creditors the return of the funds contributed. What follows from this?

Of course, for the founders of an LLC, the meaning of the authorized capital is as follows: the larger it is, the more creditors and investors can be attracted. People will be much more willing to give money for business development if they know for sure that all their funds will definitely return, if not in an increased, then at least in their original form.

As you know, any start-up business without investment is likely to fail. There are too few activities that you can engage in and make a profit without any investment. One way or another, the development of your business will require a certain amount of money. You are lucky if you or your co-founder friends have the money at your disposal to, for example, expand your network of outlets or hire more staff.

Nevertheless, this is a rather rare case - few people have an extra 50 thousand rubles a month. In addition, these investments will not pay off immediately. That is why it is very important for entrepreneurs (especially beginners) to be able to attract investors and lenders. This allows you to develop more dynamically without experiencing any particular financial difficulties.

It goes without saying that a company with a large authorized capital has every chance of getting a loan from a serious investor than an enterprise with a minimum authorized capital. That is why, for a dynamically developing business, the founders need to gradually increase the size of the authorized capital. This allows you to attract a wider range of investors. An increase in the authorized capital of an LLC indicates the solvency of the borrower, gives the lender a guarantee of the return of funds.

What is the authorized capital, from which it can be formed

According to the legislation of the Russian Federation , the authorized capital of a limited liability company consists not only of cash, but also of securities, as well as property. These components of the authorized capital are allowed to be combined, for example, the founders contribute the main share in cash, and the additional part in the form of securities.

When creating a limited liability company, the capital of many Russian companies is 10,000 rubles, while this amount includes only the shares of the founders. When a company expands and systematically follows a development strategy, it may need to increase its authorized capital. But how to do it without violating the law in 2018?

You will learn:

• What are the requirements for the authorized capital in 2018.
• In what cases is it necessary to increase the authorized capital of an LLC.
• What are the ways to increase the authorized capital?

Authorized capital requirements

1. The size of the authorized capital of the company must be at least 10 thousand rubles. The maximum investment should not exceed the company's own funds, i.e. net assets. The minimum amount must be paid in cash (clause 2, article 66.2 of the Civil Code of the Russian Federation).
2. If we talk about the structure of the authorized capital, then it can take various forms. However, all property contributed to the authorized capital must be valued in monetary terms. Information about what property cannot be accepted as a contribution to the charter capital of an LLC may be specified in the company's charter.
3. Before registering an LLC, in accordance with paragraph 4 of Art. 66.2 of the Civil Code of the Russian Federation, a mandatory contribution is 75% of the total amount of the authorized capital specified in the application. The remaining 25% must be paid over the next year.
4. As for the investment shares of the participants, they are made in accordance with the agreements reached. However, at least four months are allotted for this (clause 1, article 16 of the Federal Law No. 14-FZ).

Expert opinion

The minimum dimensions do not really matter.

Veniamin Yakovlev ,

Chairman of the Council for Codification and Improvement of Civil Legislation under the President of the Russian Federation, Doctor of Law, Professor

The minimum amount of the authorized capital that is currently in effect (for LLC - 10 thousand rubles, for JSC - 100 thousand rubles) in fact does not affect the maintenance of normal law and order. The Council for the Codification of Civil Legislation and the Ministry of Economic Development of Russia made a proposal to increase the minimum contribution of the authorized capital. According to this proposal, for LLC the amount will be about 250 thousand rubles, and for OJSC - 3 million rubles. Also, when opening organizations, it is planned to provide an installment plan for the formation of the authorized capital.

In what cases is it necessary to increase the authorized capital of an LLC

Of course, everyone pursues their own goals when they decide to increase the authorized capital of an LLC. Someone in this way contributes to the business either with material means or property. And someone is translating the state of the organization. There are no differences in the registration of such changes. They exist only if the increase is made through third parties or by the founders themselves. When the increase occurs at the expense of the members of the company, it must be confirmed by the members of the general meeting.

So, when is it worth increasing the authorized capital? Below are six cases in which this needs to be done.

1. Acceptance of a new participant in the LLC and contribution of its share to the authorized capital.
2. If the capital of the company does not comply with the norms of the current legislation (FZ No. 312 of December 31, 2008). In cases where the company has a capital of less than 10,000 rubles, they are obliged to bring it into line with the established norms.
3. If the LLC is engaged in the sale of alcohol at retail, the amount of the authorized capital must be at least 1 million rubles.
4. If an additional type of activity appears in the Company, which requires a different minimum amount of capital.
5. An increased authorized capital gives an advantage when there is a need for.
6. In addition, LLCs seek to increase the authorized capital in order to further grow the organization. How? The amount of the authorized capital of the company will affect the attitude of creditors and potential customers towards your company. So, an impressive authorized capital of the company will cause more confidence.

Please note: an increase in the authorized capital is possible only if each founder of the company has contributed his share in full according to the original agreements.

Ways to increase the authorized capital of LLC

Each organization can choose which method of capital increase it will use. If we turn to the Federal Law of February 8, 1998 N 14-FZ, we can see three methods.

1. Capital increase at the expense of the company's property.
2. Contributions to the organization are made through the founders of the company.
3. At the expense of third parties entering the LLC.

Increase in the authorized capital at the expense of the property of the LLC

There are two important things to keep in mind when using this option. Firstly, an increase occurs only if the amount of the participant's contribution increases, and not just an exchange of shares between the founders. Secondly, the increased amount of capital should not exceed the cost of the organization's resources, as well as the reserve fund. The cost of resources can also be called net assets. They, in turn, are calculated as follows: the sum of all liabilities is deducted from the total property of the LLC.

In order to achieve an increase in the authorized capital through the property of the organization, the consent of 75% of the company's participants is required. But before you start this process, you need to look at the accounting report, which was conducted over the past year. And, accordingly, repel him.

Some documents will be required for this operation. Namely:

1. Protocol on the increase of the authorized capital, which must be approved.
2. A copy of the balance sheet for the past year.

Increase in authorized capital at the expense of participants' contributions

Every member of society has the right to do so. Both a group and one member of the LLC can increase the authorized capital of the company at the expense of their own contributions. If we talk about the shares of the founders, they change only when the authorized capital is increased by one or more participants. When each founder makes a contribution, only the nominal value of the share changes by the amount that was additionally contributed.

In the first case, when the contribution is made by the only participant or some, a statement is written to the general director. In it, the participant indicates the amount that he is ready to contribute to the authorized capital, he says, and the desired amount of increase in his share. In addition, his statement is submitted for discussion by the general meeting. If a positive decision is made on the distribution of shares between the participants and it is supported by all members of the company, the decision comes into force.

In the second case, when the increase in the authorized capital is carried out by all the founders, the decision on additional investments is also discussed at the general council of the Company. But if in the first case a unanimous decision is necessary, then two-thirds of the votes of the participants will be required, which will make a decision in favor of increasing the authorized capital.

But what about those founders who made a decision against additional investment? If they have not contributed the prescribed additional amount, they can withdraw from the society and receive their share.

Let us give an example of an increase in the authorized capital of an LLC when an additional contribution is made by one of the participants.

Let's take, for example, a Society in which there are only two participants: Alekseev A.S. and Ivanov P.N. The size of the authorized capital is at least 10 thousand rubles. Shares of participants are divided in half. Each of them has 50% of the capital, the nominal value of the share, respectively, is 5,000 rubles.

One of the participants, suppose Ivanov P.N. decided to increase the authorized capital by 15,000 rubles. And now its share is no longer 50%, but 80%. Since the second member of the LLC did not object, no difficulties arose. Subsequently, the shares of participants became as follows:

Ivanov P.N. it is 80%, the nominal value is 20 thousand rubles;

And Alekseev A.S. - 20% with a nominal value of 5 thousand rubles.

If the LLC includes one sole founder, an increase in the authorized capital is also possible. Since his share was already 100%, only its nominal value increases.

If we talk about the period during which it is necessary to make an additional contribution to the sole founder, it should not exceed more than six months since the decision was made. The same period is granted for third parties.

Increase in authorized capital by a third party

Before raising capital with the help of third parties, you need to find out if there is permission for this in the charter of the LLC. If everything is in order, then you need to proceed as follows. For starters, as in other cases, you need a statement addressed to the general director by a new member of the LLC. Naturally, he must indicate his identification data. But besides them, be sure to specify the information:

• on the amount of the contribution;
• about how long the amount will be paid, and how;
• about the desired share in the authorized capital.

Then a general meeting of LLC participants is organized, which discusses issues related to the admission of a new member.

• Firstly, should you include a new participant in your organization and seek an increase in the authorized capital through a third party.
• Secondly, what will be the share of the new participant.
• Thirdly, what will be the size of the shares of the other founders of the Company as a result.
• Fourth, what adjustments will need to be made to the charter as a result of the increase in capital.

The decision to accept the founder, his share and the size of the shares of other founders of the company must be taken unanimously. But in order to agree to amending the charter, 75% of the votes of the participants in the LLC will be required. If the LLC consists of a single founder, he has the right to make a decision himself and formalize the entry into the company of a new person.

As with the contribution of additional capital at the expense of LLC members, a third party is given six months after the decision is made to make a contribution. He may do so earlier, depending on the deadline specified in the application.

Necessary documents for preparing an application for an increase in the authorized capital of an LLC

1. Registration (OGRN) and identification (INN) number of LLC.
2. Extract from the Unified State Register of Legal Entities confirming the size of the authorized capital and the shares of the founders of the company.
3. Passport data of the general director of the organization, third parties who plan to enter the LLC, if they are individuals (for legal entities - OGRN and TIN).
4. TIN of the director, founders and third parties.

Documents for state registration of an increase in the authorized capital of an LLC in the Federal Tax Service

1. Application P13001, certified by a notary.
2. Application for entry into the organization from all new persons joining the LLC. The application must have a mark of receipt, signature and seal of the General Director.
3. Decision on their entry, indication of a new distribution of shares, approval of a new version of the charter.
4. Documents fixing the contribution of their share in the authorized capital by third parties.
5. Receipt of payment of state duty for amendments to the charter.
6. New edition of the charter of LLC (sheet of amendments to the charter, two copies).
7. A document on the valuation of property contributed to the authorized capital.

Documents for certification by a notary of an application for an increase in the authorized capital of an LLC

1. Fresh extract from the Unified State Register of Legal Entities.
2. The current statute.
3. Certificates of OGRN and TIN.
4. Protocol on the approval of the General Director.

Before you go to a notary, you need to take care of obtaining an extract from the register.

Increasing the authorized capital of an LLC : step by step instructions

Step #1. We notify participants.

All participants should be aware that a general meeting will be held on the topic of increasing the authorized capital of the organization. Participants are notified one month before the meeting.

Step #2. We are holding a shareholders' meeting.

This meeting decides:

• The issue of increasing the authorized capital of the company.
• Who (what) is the source of invested funds in the total capital.
• What is the investment amount.
• How shares will be distributed among all founders.
• What changes need to be made to the bylaws?

Step #3. We form the necessary set of documents.

When a decision is made within the organization to increase capital, official confirmation of the changes should be sought. Relevant documents must be submitted to the Federal Tax Service.

For the option of changing capital at the expense of retained earnings and a reserve fund, that is, at the expense of LLC property:

1. A copy of the balance sheet of the Company, attached to the minutes of the meeting (also two samples).
2. New edition of the charter of LLC.
3. Statement R13001.

For the method of changing capital through a new additional contribution of the company's participants:

1. Minutes of the decision to increase the authorized capital of LLC in two copies. You also need to enter information regarding changes in the nominal shares of participants.
2. Protocol for making contributions by LLC participants.
3. Application of LLC participants for making a contribution to the capital. This should include deadlines for making contributions.
4. As mentioned above, the contribution can be made in the form of property. Therefore, an act of an independent assessment of the contributed property will be required.
5. New charter (two copies) and application R13001.

For a method of increasing the authorized capital with the involvement of new founders (third parties):

1. Minutes of the meeting, which confirms the entry of third parties into the LLC.
2. A protocol containing consent to increase the authorized capital, and the nominal values ​​of the shares of the founders.
3. Application for entry into the organization from all new persons joining the LLC.
4. Act of property valuation, if the contribution to the authorized capital is made in this form.
5. A document confirming the fact of making a contribution of the planned amount, received from the bank, or an act of acceptance and transfer, if we are talking about property.
6. The new version of the charter in two copies.
7. Application form R13001.
8. Decision on approval of the results of contribution to the authorized capital in two copies.

Each copy of the documents must be signed. The application is signed by the director, and then it is stapled. A notary must be present when signing the application.

Step number 4. We transfer documents to the tax office.

It is impractical not to submit documents to the tax service for a long time. The latest deadline for the possibility of submitting them is one month from the date of the general meeting of participants in the LLC.

You must pay a fee to make changes.

Documents to be submitted to the FTS:

1. Application form R13001.
2. Minutes of the decision to increase capital in two copies.
3. Minutes in which the participants of the LLC approved the contribution of funds or property to the capital (two copies), as well as a new charter (two copies).
4. Documents from the bank confirming the replenishment of the account.
5. The act of valuation of property contributed to the authorized capital of the company.
6. Receipt for payment of state duty.

The letter of the Federal Tax Service dated September 25, 2013 N CA-3-14 / [email protected] states that documents submitted for registration do not need to be flashed. The charter and protocol, containing more than one page, can be fixed with paper clips or a stapler. The notary is engaged in the firmware of the application P13001.

The service of the Federal Tax Service will help you figure out how to generate a receipt for paying the state duty. The finished receipt should be printed and paid. In which bank you will pay, it does not matter. The amount of the state duty will be 800 rubles. After payment, the receipt is attached to the top edge of the application.

To certify his signature in the application, the general director of the LLC applies to the notary, taking with him the necessary documents , which were mentioned above. Members of the company are not required to be present during this process, as well as when submitting documents to the tax authority.

An official of the tax service is obliged to provide a power of attorney confirming the act of delivery of documents from the applicant.

After 5 working days, the director again applies to the tax service, where he is given:

1. The new charter of the LLC, which has a tax stamp (one sample).
2. Unified State Register of Legal Entities, confirming the increase in the authorized capital of the LLC.

Please note that according to the order of the Federal Tax Service dated November 13, 2012 N MMB-7-6 / [email protected] only the USRLE entry sheet is issued. According to another order of the Ministry of Finance of Russia dated December 26, 2013 N 139n, an extract from the Unified Register of Legal Entities will no longer be issued.

Step number 5. Notify your bank.

Your bank must also be notified of the changes. Here is the documentation you will need for the bank:

• Minutes of the decision to increase the authorized capital of LLC.
• New Articles of Association.
• Record sheet from the Unified State Register of Legal Entities.

How to fill out an application on form P13001

• If the application is filled out by hand, then you need to use a black pen. Write in capital letters. When an application is completed electronically, certain completion requirements must also be adhered to. Font - Courier New, height - 18 points.
• Copies or originals of the TIN are not required. But if the participants or the leader have a TIN, they should be provided in the application. In addition, you need to remember that the filling is correct, otherwise you will be denied registration.
• As for the indication of addresses, they are filled in according to the requirements for the reduction of address objects.
• Double-sided printing is not accepted.
• It is not necessary to number and include blank sheets and blank pages of multi-page sheets in the application.
• Before the application is submitted for state registration, the signature of the General Director in the presence of a notary is put in the space provided for this. Full name and signature are put manually with a pen with black ink. The notary also flashes the finished application.

Expert opinion

Does the owner need to pay taxes in connection with the change in the authorized capital

Elena Muratova,

Head of Tax Practice at Russian Consulting Club in Moscow

I would like to mention one very important nuance. If, in the event of a recalculation of capital, it turned out that it was increased and the shareholders receive an increased share, then income tax is not levied in this case. This is discussed in detail in paragraph 19 of Article 217 of the Tax Code of the Russian Federation. However, no explanation is given about retained earnings. We can conclude that this profit is the income of shareholders, which means that it is subject to personal income tax.

However, in practice things are somewhat different. For example, if we consider the decision of the Federal Antimonopoly Service of the North-Western District of April 23, 2008 in case No. A26-3819 / 2007ya. The case was that the sole founder increased the size of the company's capital by using retained earnings. The Tax Committee made a decision to pay personal income tax, but during the trial this decision was canceled due to the fact that the owner did not make contributions to himself, and the increase in capital was documented.

And this is far from the only case. Therefore, in the event of an attempt by the tax service to charge you a fine after an increase in capital, feel free to go to court.

What transactions are used when increasing the authorized capital

Posting: Debit 75-1 - Credit 80 - a reflection of the increase in the authorized capital when making changes to the constituent documents due to additional contributions from the founders.

Posting: Debit 83/84 - Credit 80 - increase from own funds.

Posting Debit 51 - Credit 75-1 - shows the receipt of funds.

Posting Debit 07, 08-4, 08-5-Credit 75-1 - receipt of equipment, fixed assets,.

Posting Debit 10, 41 - Credit 75-1 - to increase due to inventories, stocks of raw materials, semi-finished products.

Posting Debit 58-1, 58-2 - Credit 75-1 - reflects the receipt of securities.

When you can not increase the authorized capital

There are cases when it is impossible to increase the already existing capital. Here are some of them:

• The amount established as the initial contribution of the founders of the LLC was not paid in full.
• Funds that want to contribute in order to increase capital, Exceed the allowable amount, that is, the difference between the cost of net assets and the amount of capital and reserve fund.
• Net assets have become less than the size of the authorized capital. In this situation, it is necessary either to reduce the existing capital, or, conversely, to replenish it at the expense of the founders or third parties.

Information about experts

Veniamin Yakovlev , Chairman of the Council for Codification and Improvement of Civil Legislation under the President of the Russian Federation, Doctor of Law, Professor.

Elena Muratova, head of tax practice at Russian Consulting Club, Moscow. Russian Consulting Club. Field of activity: legal consulting (corporate, tax, international), legal protection of assets. Form of organization: LLC. Location: Moscow. Number of employees: 26. Main clients: 1st Processing Bank, Profi Center Invest group of companies, Art Building, Razgulay, RBC, B. Tween Invest, Eastway Capital, Energoplan, Kapsch TrafficCom, Vantage Club .

The authorized capital is the amount of funds or property that the founders contributed during the registration of a limited liability company.

Members of an LLC thus pay for their right to operate within the company . This contribution is recorded in the constituent documents and is a guarantee of the full functioning of the society.

In general, the size of the authorized capital reflects the solvency of the LLC , which protects the participants in this company and guarantees the interests of creditors.

Definition and composition

The authorized capital may consist of money, securities, as well as other material assets and property rights. In the case of making a contribution with the rights to property, the participant must necessarily resort to an independent examination, which will assess its size. Such contributions include lease rights and even patents for inventions.

Since the recent past, an expert evaluates any property, regardless of its value . In this case, the amount of the authorized capital may be conditional from the economic point of view, having only accounting and accounting meaning.

However, from a legal point of view, such deposits guarantee the safety of their participants.

Payment of the shares of the participants occurs within the terms specified in the constituent documents, but in any case, the duration of the deposit of funds should not exceed four months . This period was established by law and can only change downwards. Otherwise, the unpaid part of the share goes to the rest of the participants.

There is a more benign option: in case of delay in the contribution, the participant is invited to pay a fine, which is set in advance and recorded in the constituent documents.

The minimum size of the authorized capital is:

• for LLC - 10 thousand rubles;
• for a non-public joint-stock company - 10 thousand rubles;
• for a public joint stock company - 100 thousand rubles;
• for a state enterprise - 5,000 minimum wages;
• for a municipal unitary enterprise - 1,000 minimum wages;
• for a newly registered bank 300 thousand rubles.

Conditions for the liquidation of a company

When closing an enterprise, you need to remember that this is a long multi-stage process that will take a lot of time. It is important to do everything right to avoid fines.

As well as a reduction in the Criminal Code, liquidation can be voluntary and forced. In the first case, the decision is made by the meeting of shareholders, at which a liquidation commission is appointed.

The liquidator will ensure that the debts of the enterprise are paid in a timely manner and that the procedure for processing the necessary documentation is not affected. He also informs the tax office about the need to liquidate the company.

This is followed by publication in the media and the identification of debt from the company. And only after the settlement with creditors and the preparation of the liquidation balance sheet is the distribution between the shareholders of their share in the authorized capital.

In case of disputable issues related to the division of property, etc., the object of the dispute is sold at auction and the profits received by the participants of the company are divided among themselves depending on their share.

Violent (compulsory) liquidation of a company occurs in the event of an unprofitable enterprise, a prolonged absence of activity, or the achievement of all the tasks originally set.

How to calculate

The size of the UK depends on the type of activity of the enterprise . For a limited liability company, the minimum amount of capital has been 10 thousand rubles .

The amount of the authorized capital is recorded in the contract. As a statutory fund, legislation allows the use of not only cash , but also various types of property.

It is forbidden to invest in the authorized capital the right to lease a plot of land, forest. When receiving property in the course of the Russian entrepreneurship support program, the right to it also cannot be used in the Criminal Code.

The system by which the property of participants can be correctly assessed was adopted two years ago . Prior to this, the evaluation procedure allowed violations, since it was carried out without verification. Now an independent expert is engaged in the assessment of any property.

It is recommended to pay the authorized capital. The payment procedure has been greatly simplified in recent years, besides, the time has been reduced - from a year to four months from the date of registration of the company. Joint-stock companies also create the so-called reserve capital, which exists due to the voluntary allocation of funds from the profits of shareholders.

What is the essence of the authorized capital? Details are on the video.

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

Usually the latter increases in connection with the increase in the scale of the company's activities . Competition in the market necessarily requires a gradual increase in the size of the functioning capital. The latter can increase by attracting borrowed capital, but the boundaries of this process are ultimately determined by the size of the equity capital of the joint-stock company, since creditors must be sure that their capital will return even under adverse 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 need for borrowed capital increases.

An increase in the authorized capital may be appropriate if the joint-stock company wishes to increase the volume of bonded loans, the number of outstanding preferred shares , obtain the 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.

At the same time, in case of unfavorable market conditions 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 has major economic difficulties.

Ways to increase the authorized capital

The value of the authorized capital is the product of the nominal value of the shares by their placed number .

Therefore, an increase in the authorized capital is possible due to:

• increase in the nominal value of the placed shares with their number unchanged;
• placement of additional shares within the declared shares at a constant par value;
• simultaneous increase in the nominal value and the number of outstanding shares.

Increase in the authorized capital due to the growth of the par value of shares

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

An increase in the nominal value of shares in itself can be caused by various reasons, usually related to inflation, changes in the scale of prices, etc. An increase in the authorized capital due to an increase in the nominal 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. The joint-stock company is required to increase the authorized capital, but in such a way that the composition of shareholders does not change. This can be done by increasing the nominal value of shares in the required amount.

The general scheme for increasing the authorized capital by increasing the nominal value of shares is shown in fig. 12.

An increase in the authorized capital may be accompanied by an increase in the number of outstanding shares. This happens 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 announced shares. If the number of declared shares in a joint-stock company is less than those additionally placed or their number is not indicated, 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 declared shares.

Increase in authorized capital by issuing additional shares (Fig. 13).

The decision to increase the authorized capital through an additional issue may be taken either by the Board of Directors (Supervisory Board) or unanimously.

Since the authorized capital consists of the sum of the nominal values ​​of both ordinary and preferred shares, then its increase can be carried out due to the additional issue of both those and other shares. Therefore, when deciding to increase the authorized capital by placing additional shares, the number of placed additional ordinary and preferred shares of each type 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 the attraction of additional capital or the use of the company's property for this purpose, i.e., not provide for receipt.

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 having a monetary value. Shares are paid in full immediately.

Schematically, the increase in the authorized capital when placing additional shares can be represented as follows (Fig. 14):

Decrease in authorized capital

A decrease in the authorized capital is possible by canceling a part of the outstanding shares or by converting shares of a higher par value into shares of a smaller one , i.e., by reducing the par value of the outstanding shares that are in the hands of shareholders.

A decision is required to reduce the authorized capital.

The authorized capital cannot be reduced below the minimum established by law , determined on the date of submission of documents for registration of the 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 decrease 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 the termination or early performance of its debt obligations. For this reason, reducing the authorized capital is a very risky decision for the subsequent existence of a joint-stock company.

Cases of mandatory reduction of the authorized capital

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

This happens if:

• the net assets of the joint-stock company are less than its authorized capital;
• The repurchased placed shares are on the balance sheet of the joint-stock company for more than a year.

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

Neither the authorized capital nor the property of an LLC, of ​​course, remain unchanged in the course of its activity. The legislation provides:

1) the possibility of increasing the authorized capital;

2) the possibility, and in some cases - the obligation to reduce the authorized capital;

3) the possibility of increasing the property of the company without changing the size of the authorized capital.

The increase in the authorized capital of the company, which can be carried out only after its full payment, occurs in the following ways:

1) at the expense of the property of the company, and (or)

2) at the expense of additional contributions of the participants of the company, and (or)

3) if it is not prohibited by the charter of the company, at the expense of contributions from third parties accepted by the company.

The amount by which the authorized capital of the company is increased at the expense of its property must not exceed the difference between the value of the net assets of the company, the amount of the authorized capital and the reserve fund of the company. With an increase in the authorized capital of a company at the expense of its property, the nominal value of the shares of all participants in the company also increases without changing the size of their shares. The increase in the authorized capital of the company at the expense of its property is carried out by decision of the general meeting of participants in the company, adopted by a majority of at least two-thirds of the votes of the total number of votes of the participants in the company, unless the need for a larger number of votes to make such a decision is not provided for by the charter of the company. The decision to increase the company's charter capital at the expense of the company's property can only be made on the basis of the financial statements for the year preceding the year during which such a decision was made.

The decision to increase the authorized capital at the expense of additional contributions from the participants is made at the general meeting of the company's participants by a majority of at least two-thirds of the votes 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 provided for by the company's charter. This decision must determine the total cost of additional contributions and establish a ratio, common for all participants in the company, between the value of the additional contribution of a participant in the company and the amount by which the nominal value of his share is increased. The specified ratio is established on the basis of an increase in the nominal value of the share of a member of the company by an amount equal to or less than the value of his additional contribution.

Participation in the process of increasing the authorized capital at the expense of additional contributions from participants is a right, not an obligation of a participant. Each member of the company may make an additional contribution, not exceeding the part of the total cost of additional contributions, proportional to the size of the share of this participant in the authorized capital of the company.

The procedure for increasing the authorized capital at the expense of additional contributions from participants is carried out in stages:

1) the general meeting decides to increase the authorized capital;

2) additional contributions are made. Additional contributions may be made within two months from the day the general meeting of the company's participants makes a decision to increase the authorized capital, unless a different period is established by the charter of the company or the decision of the general meeting of the company's participants;

3) the general meeting of participants makes decisions on approving the results of making additional contributions by the company's participants and on making changes to the company's charter related to an increase in the size of the company's authorized capital. Such a decision must be made within a period not later than one month from the date of the expiration of the period for making additional deposits;

4) applications are sent for state registration of changes to the charter in connection with an increase in the authorized capital.

Simultaneously with the decision to increase the authorized capital of the company, on the basis of the application of the participant of the company for making an additional contribution, the following decisions must be made: 1) to amend the charter of the company in connection with the increase in the authorized capital of the company; 2) on increasing the nominal value of the share of the company's participant who submitted an application for making an additional contribution, and, if necessary, a decision to change the size of the shares of the company's participants. Such decisions are taken by all members of the company unanimously. At the same time, the nominal value of the share of each member of the company who submitted an application for making an additional contribution is increased by an amount equal to or less than the value of his additional contribution.

Simultaneously with the decision to increase the charter capital of the company on the basis of a third party's application for admission to the company and for making a contribution, the following decisions must also be made: 1) on the admission of a third person to the company; 2) on making changes to the charter of the company in connection with an increase in the authorized capital of the company; 3) on determining the nominal value and size of the third party's share; 4) on changing the size of the shares of the company's participants. Such decisions are taken by all members of the company unanimously. The nominal value of the share acquired by each third person admitted to the company must not exceed the value of his contribution.

The introduction of additional contributions by the participants of the company and contributions by third parties must be made no later than within six months from the date of the adoption by the general meeting of the participants of the company of the said decisions.

An application for state registration of changes in the company's charter related to an increase in the authorized capital in all of the above cases must be submitted to the body that carries out state registration of legal entities within a month from the date of the decision to approve the results of making additional contributions by the company's participants or making additional contributions by members of the company.

In case of violation of the above monthly period, the monthly period for approving the results of making additional contributions, as well as the period for making additional contributions by the company's participants and third parties, the increase in the company's authorized capital is recognized as failed.

The authorized capital may be reduced. The law provides for both the possibility of reducing the authorized capital, and cases when the company, due to the occurrence of certain circumstances, must reduce it.

The authorized capital can be reduced by reducing the nominal value of the shares of all the company's participants in the company's authorized capital and (or) redeeming the shares owned by the company. A limited liability company cannot make a decision to reduce the authorized capital if, as a result of such a decrease, its size becomes less than the minimum amount of the authorized capital determined by law as of the date of submission of documents for state registration of the relevant changes in the company's charter. Reducing the authorized capital of the company by reducing the nominal value of the shares of all participants in the company must be carried out while maintaining the size of the shares of all participants in the company.

Among the mandatory cases of reduction of the authorized capital, the Law includes:

1) if at the end of the second and each subsequent financial year the value of the company's net assets turns out to be less than its authorized capital, the company is obliged to announce the reduction of its authorized capital to an amount not exceeding the value of its net assets;

2) the size of the authorized capital of the company must be reduced by the nominal value of the share that has become the property of the company, if the said shares are not distributed or sold within the period established by the Law (within one year from the date of transfer of the share to the company).

Within 30 days from the date of the decision to reduce the charter capital, the company is obliged to notify in writing about the reduction in the charter capital of the company and its new size to all creditors of the company known to it, and in turn publish it in the press, which publishes data on state registration of legal entities , information about the decision. At the same time, the creditors of the company have grounds within 30 days from the date of sending the notification to them or within 30 days from the date of publication of the notice of the decision taken, to request in writing early termination or performance of the relevant obligations of the company and compensation for their losses.

Documents for the state registration of amendments to the charter in connection with a decrease in the authorized capital of the company and a change in the nominal value of the shares of participants must be submitted to the body carrying out state registration of legal entities within one month from the date of sending the creditors of the last notice of the reduction in the authorized capital of the company and on its new size. State registration of a reduction in the authorized capital of a company is carried out only upon presentation of evidence of notification of creditors.