What does the authorized capital mean for the company

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The company has a registered capital, even small children know about it now. However, even not every adult can tell why the company needs this capital, how to pay it and how these funds can be used.

Our legislation is developing rapidly, and not so long ago the procedure for registering an LLC was facilitated. Now the authorized capital can be paid after registration. I must say that before these changes the payment of the authorized capital was also not a big problem, but now the founders simply began to “forget” to pay the authorized capital. What is fraught with such forgetfulness? It is clear that the problems, but what? Let's figure it out.



How and when to pay?


Authorized capital (UK) is the company's first money. However, this is not quite the same as start-up capital. These funds can be compared rather with the nominal value of the company at the dawn of its activities. Founders fold into the common “piggy bank”, which will be the minimum guarantee for future counterparties before the law and people.

It is possible to deposit funds into the authorized capital in the following ways:

First , in money. You deposit them to the cash desk of the company or transfer by bank transfer to its savings or current account.
A scheme with a savings account is used extremely rarely. Such an account is opened prior to registration in the name of the company. Most often, payment is made after the company is registered in its current account.
When paying to the company’s account, it is important to indicate “Contribution to the authorized capital on the basis of Decision / Protocol No. __ of“ _ ”____ in the payment purpose.

Secondly , the Criminal Code can be paid and not money. Not everyone, of course. Donor authorities or bitcoins are unlikely to accept payment from you. But you can use your property, securities or property rights (software rights, trademark, etc.). But keep in mind that the charter of the company may indicate what exactly cannot be contributed as charter capital.

And one more important point: if we do not pay in cash, we will have to engage an independent appraiser to confirm the amount. Previously, the appraiser needed to attract more than 20,000 rubles at the value of the property, but now it is always. Given that these services are not cheap, a non-monetary contribution loses some of its attractiveness.

The founders have a lot of time to pay. Usually when creating a societyfounders must pay the authorized capital within four months from the date of registration . But in the decision on the creation or the agreement on the establishment, a shorter period can be set so that they do not relax and do not forget.
For example, a company is registered on January 1, which means that the authorized capital must be paid no later than May Day of the same year. And in the agreement on the establishment, you can specify that the UK should be paid no later than March 1. It is impossible to extend the term, for example, until July 1 or November.

And here is the long-awaited “BUT!”. The law states that the minimum size of the authorized capital must be paid in cash. Then, if the authorized capital is 20,000 thousand, then ten of them need to be paid in cash, and the rest can be paid for with property.

As you understand, with payment everything is quite simple. The difficulty is only the valuation of intangible assets, so before deciding on a contribution with something other than money, think a few times.

And if you do not pay?


The law does not provide for any penalties for non-payment of the authorized capital within the prescribed period, allowing the founders to prescribe penalties and fines in the institution agreement.

But at the same time, he insidiously provides for a much more effective consequence of non-payment of the Criminal Code: “in the case of non-payment of a share in the authorized capital of a limited liability company within the period provided by law or a constituent agreement, the person loses the status of a member of the Company. The share of the participant shall be transferred to the Company and further shall be distributed within a year from the moment of transfer. ”

Judicial practice on this issue is clearly not in favor of defaulters. As examples, you can read the Decision of the FAS of the Moscow District dated May 26, 2008 No. KG-A41 / 2035-08 in the case No. A41-K1-10060 / 06b, the determination of the Supreme Arbitration Court of the Russian Federation dated October 29, 2009 No. VAS-11470/09 in the case No. A24- 2307/2008.

If the participant has not paid his share, then transactions with this share cannot be completed. More precisely, you accomplish something, only it will be invalid. Therefore, if you decide to buy or sell a stake in the company, be sure to check whether the payment has passed. As they say, check seven times - make out once.

Is it possible to spend?


Let us return to the issue of spending money from the share capital. Is it possible to spend this money or do I need to keep an “untouchable reserve” in the amount of UK in my account?

The law does not contain restrictions on use. And he immediately indicates that “at midnight the carriage will turn into a pumpkin” and if, at the end of the second or each subsequent financial year, the value of the Company's net assets turns out to be less than the authorized capital, the Company is obliged to declare a decrease in its authorized capital and register its decrease in the established manner. If the value of these assets becomes less than the minimum amount of the authorized capital specified by law, the Company is subject to liquidation.

Therefore, we spend money, but carefully and monitor the net assets every year.

How much to hang in grams?


An important issue is the size of the authorized capital - how to determine it? The minimum for the LLC is determined and amounts to only 10,000 rubles, but no one determined the maximum size.
It happens that banks and tax assess the minimum authorized capital as a sign of dishonesty of the company. There is no rational explanation for this. Often, a bank’s refusal to open an account, in fact, is not related to the size of the authorized capital, but is only indicated as an official reason.

Moreover, a large authorized capital is not a guarantee of your peace of mind. Given the provisions on the need to comply with net assets, a bloated asset is rather harmful. Reducing capital is not a very complicated procedure, but it is guaranteed to be long, so you should not inflate the authorized capital of your company for no particular reason.

Judicial practice also confirms the insolvency of the persecution of the minimum Criminal Code, indicating in decisions approximately the following: “... since the presence of authorized capital in an amount that does not contradict the law cannot be regarded as a sign of dishonesty” (Resolution of the FAS North-Western District of 10.29.2007 on the case No. A56-19986 / 2006).

Conclusions:


  • Share capital is a unit that should be closely monitored. Do not treat her as a mere formality.
  • Think about whether to pay it with anything other than money.
  • The minimum UK for a limited liability company is 10 thousand rubles. The maximum amount is not specified in the law. However, one should not “inflate” the size of the authorized capital for no particular reason.
  • Money deposited in the UK is not a “dead weight” in the company's account. Use them, just keep track of the financial statements and the value of the company's assets.

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