Payment of shares in the authorized capital of the company and the procedure for payment of shares upon establishment of the company

Article 15. Payment of shares in the authorized capital of the company

Information about changes:

Federal Law of December 30, 2008 N 312-FZ Article 15 of this Federal Law is set out in a new wording, which comes into force on July 1, 2009.
Article 15. Payment of shares in the authorized capital of a company

GUARANTEE:

See Encyclopedias, positions of higher courts and other comments to Article 15 of this Federal Law

1. Payment for shares in the authorized capital of a company can be made in money, securities, other things or property rights or other rights with a monetary value.

GUARANTEE:

For information on the types of property that are not allowed to be contributed to the authorized capital of the company, see:

Federal Law of October 25, 2001 N 137-FZ

Federal Law of July 22, 2005 N 116-FZ

Federal Law of December 4, 2006 N 201-FZ

Information about changes:

Federal Law No. 217-FZ of August 2, 2009 amended paragraph 2 of Article 15 of this Federal Law

2. The monetary value of the property contributed to pay for shares in the authorized capital of the company is approved by a decision of the general meeting of the company's participants, adopted unanimously by all the company's participants.

If the nominal value or increase in the nominal value of the share of a company participant in the authorized capital of the company, paid for in non-monetary means, is more than twenty thousand rubles, an independent appraiser must be involved in order to determine the value of this property, unless otherwise provided by federal law. The nominal value or increase in the nominal value of the share of a company participant, paid for by such non-monetary means, cannot exceed the amount of valuation of the specified property, determined by an independent appraiser.

GUARANTEE:

The Civil Code of the Russian Federation (as amended by Federal Law No. 99-FZ of May 5, 2014) does not contain requirements for the amount of the nominal value of a company participant’s share in the authorized capital of an LLC, paid in kind, to determine the value of which an independent appraiser must be involved

In case of payment of shares in the authorized capital of the company with non-monetary funds, the participants of the company and the independent appraiser jointly and severally bear, if the company’s property is insufficient, subsidiary liability for its obligations in the amount of the overvaluation of the property contributed to pay for the shares in the authorized capital of the company within three years from the date of state registration of the company or making changes to the company's charter as provided for in Article 19 of this Federal Law.

The company's charter may establish types of property that cannot be contributed to pay for shares in the company's authorized capital.

3. If the company’s right to use property is terminated before the expiration of the period for which such property was transferred for use to the company to pay for the share, the company participant who transferred the property is obliged to provide the company, at its request, with monetary compensation equal to the payment for the use of the same property for similar conditions during the remaining period of use of the property. Monetary compensation must be provided in a lump sum within a reasonable time from the moment the company submits a request for its provision, unless a different procedure for providing monetary compensation is established by a decision of the general meeting of the company's participants. This decision is made by the general meeting of company participants without taking into account the votes of the company participant who transferred to the company the right to use the property, which was terminated ahead of schedule, to pay for its share.

The agreement on the establishment of a company or, in the case of the establishment of a company by one person, the decision on the establishment of a company may provide for other methods and a different procedure for the provision by a participant of the company of compensation for the early termination of the right to use the property transferred by him for the use of the company to pay for his share in the authorized capital of the company.

In case of failure to provide compensation within the established period, a share or part of a share in the authorized capital of the company, proportional to the unpaid amount (cost) of compensation, passes to the company. Such a share or part of a share must be sold by the company in the manner and within the time limits established by Article 24 of this Federal Law.

4. The property transferred by a participant of the company for the use of the company to pay for his share, in the event of the withdrawal or expulsion of such a participant from the company, remains in the use of the company for the period for which this property was transferred, unless otherwise provided by the agreement on the establishment of the company.

Authorized capital of LLC

A prerequisite for creating a company is the formation of its authorized capital . The law determines that the authorized capital (AC) represents the initial assets (usually cash) contributed by the participants of the company to organize the work of the company.

The amount of capital is arbitrary and is established in accordance with the provisions of current legislation. In particular, the minimum size of the charter capital for an LLC has been determined in the amount of 10 thousand rubles . The capital of an enterprise simultaneously performs several functions, in particular, it provides the opportunity to engage in commercial activities necessary for the further development of the company. Another task is to ensure the safety of investments made by third parties in the activities of the enterprise.

When setting the size of the charter capital, the founders must take into account that for certain types of activities, its amount must comply with the requirements of the law (for licensing).

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The size of the authorized capital

The size of the authorized capital of a joint-stock company is determined based on the basic needs of the enterprise. The law has a differentiated approach to the amount of the criminal code.

The authorized capital of a non-public joint stock company is limited only to the minimum amount. It must be at least 10 thousand rubles. (Article 26 of Federal Law No. 208-FZ). There is no upper limit established by law.

The restrictions on the size of the authorized capital of an open joint-stock company are significantly higher. The minimum amount is 100 thousand rubles. There is also no limit on the amount. For certain types of activities, the minimum authorized capital of a joint-stock company may be higher:

Additionally, the maximum amount of non-financial contribution may be limited and prohibitions may be introduced on the contribution of certain types of property.

https://youtu.be/EEFaW4-UVnw

Authorized capital of LLC. Participants' shares. Payment of shares

From this article you will learn:

• What is the authorized capital of an LLC;
• Minimum amount of authorized capital;
• What are shares?
• When it is necessary to pay for shares in the authorized capital;
• How can the authorized capital be paid for (formed);
• Is it necessary to evaluate the contributed property?

In simple terms, the authorized capital of an LLC is the amount of money that was invested by the founders at the time of the creation of the Company to ensure authorized activities. The authorized capital determines the minimum amount of LLC property, which guarantees the interests of creditors.

Requirements for the creation of management companies of various entities

Since companies with different organizational and legal forms have their own special requirements for creating an authorized capital, let’s look at them in more detail.

OOO

For a limited liability company, the entire amount of the authorized capital is calculated based on the total shares of all its participants. The shares of the participants may or may not be equal to each other, and specific shares (especially its maximum value) can be specified in the company's Charter. The share of each participant can be determined as a percentage or fraction of the total amount of capital being formed.

The minimum amount of the authorized capital of an LLC cannot be lower than 10 thousand rubles, and the maximum limit for this indicator is not specified in the legislation. The creation of the authorized capital occurs through the contribution of participants’ own funds, property, and securities with a monetary valuation of the property. All shares, as well as the authorized capital itself, are expressed in Russian currency.

This video will tell you about the size of the management company LLC:

https://youtu.be/xyschtKjDO0

JSC

For a joint stock company, the amount of the authorized capital is determined by the total par value of all shares received by shareholders. In this case, the shares can be either ordinary or preferred, only the share of the latter in the authorized capital should not exceed 25%.

Since joint stock companies are divided into public and non-public, the amount of this capital varies according to this criterion.

• So, for public joint-stock companies the minimum is 100 thousand rubles,
• and for a non-public joint-stock company - 10 thousand rubles.

The maximum amount of the authorized capital of a joint-stock company is not limited, and therefore the company has the right to issue additional shares to attract the necessary free funds.

Credit organizations

For a credit institution, the minimum amount of authorized capital depends on whether it is a banking institution or not, and whether it is applying for this status.

• If an organization is registered for the first time and receives banking status, the authorized capital must be at least 180 million rubles.
• If a company is registered for the first time and receives the status of a non-bank credit organization, the minimum amount of its authorized capital must be at least 90 million rubles.
• If an existing credit organization plans to obtain the status of a banking institution, the minimum amount of its authorized capital must be at least 180 million rubles.

The authorized capital of a credit organization can be created at the expense of cash or non-monetary property, however, the Central Bank determines the maximum amount of such property in the authorized capital of a credit organization.

In general, only the Central Bank, being the “top” of the banking and credit system of the Russian Federation, establishes requirements for the formation of the authorized capital of credit organizations.

Insurance organizations

For an insurance organization, the minimum authorized capital is 120 million rubles using a special adjustment factor. It is used to determine the authorized capital of insurers engaged in various types of insurance. The coefficient values ​​are as follows:

• 1 - for life insurance, accident insurance, medical insurance, property insurance, motor vehicle liability, business risk insurance;
• 2 - for life and health insurance of citizens, against accidents, medical insurance;
• 4 - for reinsurance or any type of insurance not related to life insurance.

The legislation does not have a maximum limit on the size of the authorized capital of an insurance organization.

Amount of the authorized capital of the LLC

The legislation determines the minimum amount of the authorized capital of an LLC - 10,000 rubles . At the time of state registration, the authorized capital does not need to be paid. The maximum size of the authorized capital of an LLC is not determined by law.

Previously, there was a practice when, before submitting documents for registration of a Limited Liability Company, the founders opened a temporary account in a credit institution (bank), into which they deposited funds intended to pay for their shares in the authorized capital. After the state registration of the LLC and the opening of a current account, funds from the temporary account were transferred to the current account. Today, they do without opening a temporary account and make payments for shares after registering the Company and opening a settlement account.

What amount of authorized capital should be deposited into the account?

The amount of the authorized capital must be determined before registering the LLC and indicated in the constituent documents.

The minimum authorized capital of 10,000 rubles must be paid in cash. And amounts in excess can be contributed with money and property, for example, equipment or securities (Clause 2 of Article 66.2 of the Civil Code of the Russian Federation). The maximum size is not limited.

The size of the authorized capital is an indicator of the company’s reliability. It will protect the finances of creditors if the company defaults and goes bankrupt. Therefore, banks and counterparties are slightly distrustful of organizations with a minimum authorized capital. But many respectable companies still limit themselves to the minimum amount, as this makes starting a business cheaper.

Taking this into account, entrepreneurs should think in advance about the amount of funds that will ensure comfortable work at the start: it will allow them to purchase equipment, rent premises, hire employees, etc. The optimal size of the authorized capital is the one that maintains a balance between the needs of the business and the capabilities of the founder.

Shares of participants in the authorized capital of LLC

If the number of participants in the Company is more than one, then the authorized capital is divided into shares. The size of the participant’s share in the authorized capital is determined as a percentage or as a fraction (for example, 50% or 1/2). The actual or effective value of a member's share corresponds to the same share (the member's proportionate share) of the value of the LLC's net assets. That is, if the participant’s share is 25%, and the size of the Company’s net assets is 100 thousand rubles, then the actual value of the participant’s share is 25,000 rubles.

The maximum size of a participant's share, as well as the possibility of changing the ratio of participants' shares, may be limited by the LLC Charter. These restrictions may not apply only to individual participants. Such restrictions may be provided initially, when the Company is created, or may be introduced, amended or completely excluded from the Charter in the Charter in the future. The decision to make such changes to the Charter is made at the General Meeting of the LLC by all participants unanimously.

Reduction of the authorized capital of a joint-stock company

Sometimes situations arise in which a company has a legal right to reduce its authorized capital. This may be on a voluntary or mandatory basis. An enterprise faces the latter situation if:

• within a year after he acquired his own shares, for various reasons he was unable to sell them;
• the total value of net assets based on the results of work turned out to be less than the volume of the authorized capital.

In the voluntary option, the decision to reduce is made by voting at a general meeting. Shareholders must choose the method and timing of the procedure. The reason may be various economic and financial factors, problems within the enterprise.

Reducing the authorized capital is carried out in two main ways:

• the total number of all types of shares is reduced;
• the par value of each individual share is reduced;
• shares previously acquired (repurchased for various reasons) by the company are redeemed.

When using any option, the authorized capital may be reduced to the minimum limit established by law.

Decision to reduce the authorized capital

A general meeting is convened to make a decision on the need to reduce the authorized capital. Shareholders must discuss and vote on the following important matters:

• what method to choose for the procedure;
• by what amount should the reduction be made?
• types and number of shares to be redeemed;
• the par value of the shares that will remain after the reduction;
• timing of the entire procedure.

The norms of votes that must be collected to approve such a decision are established by law:

1. If a reduction in par value is chosen, approval of a three-quarters vote is required.
2. When choosing to reduce the total number of shares, a majority vote of all those present is required.
3. When redeeming previously acquired shares - an overwhelming majority of votes of shareholders.

After the decision is made, the company notifies the state registration authorities and its creditors about the start of the process of changing the authorized capital. At the same time, changes are being made to the company's charter. If the reduction was carried out through the redemption of shares, the enterprise is obliged to submit a special notification to the state body that registers securities.

Notice of reduction of authorized capital

An important point in the entire capital reduction procedure is respect for the rights of all creditors. The law provides for their mandatory notification by publication in the specialized periodical “Bulletin of State Registration”. This publication is carried out twice, but with a break of one month. The notification must contain information:

• name and location of the joint stock company, all its details and identification number;
• the chosen method, amount and conditions for reducing capital;
• description of the procedure for filing claims and claims for creditors.

Failure to comply with the publication deadline or providing false information may become grounds for refusal to register new changes regarding the reduction of capital in the charter.

Payment of shares in the authorized capital of LLC

The legislation provides for the possibility of paying for shares in the authorized capital of a Limited Liability Company in various ways:

• money;
• securities;
• property (things);
• property rights;
• other rights with a monetary value.

The company's charter may determine the types of property that cannot be contributed to pay for shares.

The property contributed to pay for the share in the authorized capital of the LLC must be assessed by the General Meeting of Participants of the LLC and reflected in the Decision on the establishment of the Company. Issues relating to the monetary valuation of property must be adopted unanimously by the General Meeting.

If the value of the contributed property is more than 20,000 rubles, then to evaluate it it is necessary to involve an independent appraiser, who determines the real value of the property.

The contributed property may be transferred to the Company for a certain period. If the Company's right to use such property is terminated before the expiration of the specified period, the participant (who transferred this property) is obliged to provide monetary compensation at the request of the Company.

In case of withdrawal or expulsion of a participant from the Company, the property transferred by him to pay for his share remains in the use of the Company for the period for which it was transferred.

How is the authorized capital formed?

The full methodology for creating a management company of an organization is described in the Federal Law of the Russian Federation on PA. It highlights 2 main points:

1. The value of the capital is determined during the period of registration of the legal entity, and it cannot be less than the legally established threshold.
2. The amount of the capital may change during the period of operation of the legal entity.

Is it possible to increase the size of the authorized capital, look at the video:

https://youtu.be/6L5gOj-D4ss

Each participant has the right to sell his share. But the legislation determined the pre-emptive right to acquire it by other shareholders.

1. Dividing the capital into shares. Moreover, some owners of securities may have an impressive block of shares, while others may own small percentage shares of the management company.
2. No possibility of expelling shareholders through the courts.
3. The voting results are determined by the block of shares, and not by shares.
4. An annual audit is mandatory for JSCs.

Currently, JSCs are represented in the Civil Code of the Russian Federation in two categories:

• public joint-stock companies (formerly OJSC), characterized by the openness of the circulation of securities and the possibility of their purchase by an indefinite circle of citizens without the consent of other shareholders
• non-public joint-stock companies (formerly closed joint-stock companies), this organizational and legal structure provides for the rotation of shares in a predetermined circle of participants with a maximum number of up to 50 people. The owner can resell shares to other participants only after their permission

The procedure for paying shares when creating an LLC

At the time of submitting documents for state registration of an LLC to the registration authority (tax office), the authorized capital does not need to be paid.

The authorized capital of the LLC must be paid within 4 (four) months from the date of state registration. Each founder (after registration - participant) must pay his share in the authorized capital in full within this period.

In case of non-payment or incomplete payment of the share on time, the unpaid part passes to the Company. Such part of the share must be sold or distributed among the participants within one year.

Payment for a share in the authorized capital with property

How to reflect in the accounting of an organization participating in an LLC the payment of a share in the authorized capital of this LLC by transferring a used fixed asset (fixed asset) object, if the value of this object approved by the participants is determined based on the market price including VAT?

The organization makes a contribution to the fixed asset, the monetary valuation of which, carried out by an independent appraiser and approved by the LLC participants, is determined in the amount of 354,000 rubles. (including VAT RUB 54,000). The organization does not bear any other expenses associated with the transfer of an asset. In accounting and tax accounting, the initial cost of an asset is 400,000 rubles, the amount of accrued depreciation is 80,000 rubles.

Civil relations

Payment for a participant’s share in the authorized capital of an LLC can also be made with property (Clause 1, Article 15 of the Federal Law of 02/08/1998 N 14-FZ “On Limited Liability Companies”).

The monetary valuation of the property contributed to pay for the share is carried out by an independent appraiser (paragraph 2, paragraph 2, article 66.2 of the Civil Code of the Russian Federation) and is approved by a unanimous decision of the general meeting of company participants (paragraph 2, article 15 of the Federal Law of 02/08/1998 N 14- Federal Law).

Payment for a share in the authorized capital of the company is carried out within the period determined by the agreement (decision) on the establishment of the company. The period for such payment cannot exceed four months from the date of state registration of the company. In this case, the share of each founder of the company can be paid at a price not lower than its nominal value (Clause 1, Article 16 of the Federal Law of 02/08/1998 N 14-FZ).

For more information on payment of shares in the authorized capital of an LLC, see the Guide to Corporate Procedures.

When payment of the authorized capital is prohibited

The legislator has introduced a number of restrictions on the contribution of authorized capital. The following actions are considered illegal:

• depositing money into a management company by a non-resident through a cash desk is a violation of currency legislation, since most foreign exchange transactions are carried out only through a bank account (clause 3 of article 14 of Federal Law No. 173-FZ of December 10, 2003);
• a foreign or domestic company, in which more than 50% of the authorized capital belongs to a foreign person, makes a contribution to the management company of radio, television, channels and programs (Article 19.1 of the Federal Law of December 27, 1991 No. 2124-1);
• An LLC with one participant wants to become the founder of another LLC (Clause 2, Article 7 of Federal Law No. 14-FZ dated 02/08/1998);
• military personnel act as founders of the LLC (clause 7, article 10 of the Federal Law of May 27, 1998 No. 76-FZ).