Formation of the authorized capital. The functioning of an enterprise of any form of organization and form of ownership begins with the formation of an authorized capital. The size of the authorized capital of an enterprise to some extent determines the scale of its production and economic activities. However, there is no direct connection between the size of the authorized capital of enterprises in various sectors of the national economy and their volume of production (goods, works and services). The latter is determined by such factors as demand, supply, prices, the amount of bank loans attracted and others. financial resources.
The initial size of the authorized capital is fixed in the Charter of the enterprise and other constituent documents.
The sources of formation of the authorized capital, depending on the organizational and legal forms of business, can be: 1. Share capital. 2. Share (equity) contributions of founders (participants). 3. Private capital of the entrepreneur. 4. Industry financial resources (while maintaining industry structures). 5. Long-term loan. 6. Budget funds.
The size of the authorized capital characterizes the initial amount equity necessary to create a business and start it economic activity. For enterprises of separate fields of activity and organizational and legal forms minimum size The authorized capital is regulated by law. In the course of economic activity, the size of the authorized capital may change.
The sources of additional funds of the enterprise necessary to increase the volume of production and sales of products (goods, works, services) can be: 1) funds received from the additional issue of shares, bonds, and other securities; 2) funds received from increasing the amounts of contributions of participants (founders) of the enterprise to the authorized capital; 3) funds of other enterprises redistributed within industry financial resources; 4) credit funds raised on a short-term and long-term basis; 5) funds allocated from the state budget. Regardless of the type of enterprise and form of ownership, the authorized capital may increase: 1) by the amount of additional contributions to the authorized capital of the participants and founders of the enterprise in any form permitted by the legislation of Ukraine; 2) by the amount of the part of the profit received aimed at increasing one’s own financial resources; 3) due to the commissioning of facilities, the construction of which was invested from own funds; 4) due to additional assessment of the main and working capital enterprises as a result of indexation regulated by legislative and regulatory acts.
Indexation coefficients are set the same for all enterprises, regardless of the form of ownership and legal form of the organization and depend on the inflation index of the year. However, as a result of economic activity, the size of the authorized capital may decrease.
The company's losses lead to a decrease in the authorized capital, which are written off at the end of the year at the expense of the authorized capital.
A decrease in the authorized capital of an enterprise can also occur as a result of a depreciation of fixed and working capital. Reduces the size of the authorized capital, the wear and tear of fixed assets and intangible assets that form it. Such a decrease in the authorized capital should be compensated by the introduction of new fixed assets and the acquisition of intangible assets financed from the depreciation fund.
The authorized capital of an enterprise is important source formation of financial resources that are necessary for the normal functioning of the enterprise. We can distinguish two main funds, which are formed from the funds of the authorized capital. This is a fund of fixed assets and intangible assets and a working capital fund. The first is the source of creation and acquisition of structures, buildings, structures, machines, equipment, devices, Vehicle, patents, licenses, know-how, rights to own and use land, water, and others natural resources, trademark, sign and other intangible assets. A working capital fund is necessary for an enterprise to create inventories(raw materials, materials, fuel, spare parts, etc.), carry-over balances of work in progress, deferred expenses, balances of finished products.
Part of the working capital of the enterprise appears in the form of cash - cash at the cash desk of the enterprise and non-cash funds in the current or other accounts of the enterprise.
The authorized capital of a state enterprise, which belongs to national or municipal property, is the amount of money and cost material resources, which are allocated by the state at the permanent disposal of the enterprise’s workforce with the rights of full economic ownership. The size of the authorized capital of such an enterprise is determined by the volume of production (goods, works, services) on it. When creating a new enterprise, the size of the authorized capital is determined based on the cost of construction, the cost of the necessary technological equipment, as well as the value of the minimum standards for inventories, work in progress, deferred expenses, and finished products.
The working collective may be given full ownership of an existing state enterprise. In this case, the authorized capital reflects the cost of funds invested in buildings, structures, equipment, and inventories of a given enterprise. The source of formation of the authorized capital of a state-owned enterprise is funds that belong to the state. They are allocated either from budgets of various levels (state or local), or at the expense of other state enterprises (in the order of intra-industry and inter-industry redistribution of financial resources). A state enterprise can increase its authorized capital, as a rule, at the expense of a portion of the profits received.
This profit is used to increase the working capital of the enterprise and increase the value of fixed assets and intangible assets of the enterprise and, accordingly, is reflected as an increase in the authorized capital.
For unprofitable or planned unprofitable state-owned enterprises, an increase in the authorized capital can occur at the expense of centralized state financial resources. Open joint stock companies form their authorized funds (share capital) through the issue and sale of shares of the enterprise.
Shares of such enterprises are freely sold and bought, including through purchase and sale on the stock market. Joint stock companies closed type they form the authorized capital by purchasing all the shares of the enterprise by the founders (shareholders) and the shares of such enterprises are not put on public sale. Limited liability companies form authorized funds at the expense of contributions (shares, interests) of the founders (participants). These contributions (shares) determine the share of each founder (participant) in the authorized capital of the company.
The repurchase of shares, as well as contributions of their parts to the authorized capital by shareholders and founders of companies can be carried out not only through money, but also through property and intangible assets. After full payment of the issued shares, or full payment of their contributions to the authorized capital by all participants of the company, enterprises can increase the size of the authorized funds in order to increase the volume of production (goods, works, services). If a joint stock company operates inefficiently (at a loss), then, as a rule, the stock price of such an enterprise falls.
In this situation, in order to avoid bankruptcy, enterprises resort to a temporary reduction in the size of the authorized capital through the repurchase and cancellation (cancellation) of a portion of previously issued shares. At the same time, the authorized capital decreases by the amount of canceled shares. However, it is necessary to take into account that the legislation of Ukraine prohibits reducing the authorized capital of business companies (including joint stock companies) if the creditors of the enterprise are against such a decision. 3.
End of work -
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Authorized fund of the enterprise
At the expense of the authorized capital, the enterprise forms its own funds. The procedure and sources for the formation of the authorized capital of an enterprise depend on.. According to the form of ownership, enterprises can be private, collective.. Choice organizational form The enterprise depends on many factors, including the characteristics of the future sphere.
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Enterprise capital can be viewed from several perspectives. First of all, it is advisable to distinguish between capital real, those. existing in the form of means of production, and capital monetary, i.e. existing in the form of money and used to purchase means of production, as a set of sources of funds to ensure the economic activities of an enterprise. Let us first consider money capital.
Own and borrowed capital
Funds supporting the activities of an enterprise are usually divided into own and borrowed funds.
Equity enterprise represents the value (monetary value) of the enterprise’s property, which is entirely owned by it. In accounting, the amount of equity capital is calculated as the difference between the value of all property on the balance sheet, or assets, including amounts not claimed from various debtors of the enterprise, and all liabilities of the enterprise in this moment time.
The enterprise's own capital consists of various sources: authorized or share capital, various contributions and donations, profits directly dependent on the results of the enterprise’s activities, additional capital, targeted financing. A special role belongs to the authorized capital, which will be discussed in more detail below.
Borrowed capital- this is capital that is attracted by an enterprise from outside in the form of loans, financial assistance, amounts received on bail, and others external sources on specific date, under certain conditions under any guarantees.
The organization's sources of borrowed capital are:
- long-term loans and borrowings;
- short-term loans;
- advances from buyers and customers;
- long-term lease of fixed assets;
- etc.
Authorized capital
Enterprise capital is the monetary value of the enterprise's property.
By sources of formation The capital of an enterprise is divided into equity and borrowed capital.
Of particular importance in the equity capital of an enterprise is the authorized capital - the basis for the creation and operation. The authorized capital combines the right to own and dispose of property and the functions of a guarantor of the property rights of shareholders.
The authorized capital plays the most important role in the functioning of the organization, since its funds are the basis for the economic activities of the organization and on its basis most of the funds and funds of the organization are formed.
Authorized capital represents the totality of funds (contributions, fees, shares) of the founders (participants) in the property when creating an enterprise to ensure its activities in the amounts determined by the constituent documents.
The authorized capital is the initial, initial capital for the enterprise. Its value is determined taking into account the proposed economic (production) activity and is fixed at the time of state registration of the enterprise.
Formation of authorized capital
The formation of the authorized capital of joint stock companies has certain features. The authorized capital consists of a certain number of shares different types with a set value. The procedure for forming and changing the authorized capital is regulated by the relevant legislative acts. When creating an enterprise, it is necessary to determine the necessary and sufficient amount of authorized (share) capital.
Authorized capital formed from contributions (contributions) of the founders(participants at the time of creation of the organization); it must be no less than the size established by law. The composition of the authorized capital depends on the legal form of the organization. The authorized capital consists of:
- from the contributions of participants (share capital) for business partnerships and for limited liability companies (LLC);
- par value of shares for a joint stock company (JSC);
- property shares (production cooperatives or artels);
- authorized capital allocated government agency or local government authority.
Any changes in the size of the authorized capital (additional issue of shares, reduction in the par value of shares, making additional contributions, admitting a new participant, joining part of the profit, etc.) are allowed only in cases and in the manner provided for by the current legislation and constituent documents.
When forming the authorized capital, additional sources of funds may be generated - share premium. This source occurs during the initial issue, when shares are sold at a price above par. The amounts received are credited to additional capital.
Additional And spare capital is formed in the organization mainly as additional reserves of the organization to cover unexpected losses and losses of the organization. For example, an organization’s reserve fund is formed without fail by annual deduction of at least 5% of net profit and must be at least 15% of the authorized capital. Additional capital is a source of funds for an organization, which is formed as a result of the revaluation of fixed assets and other material assets. Regulations prohibit its use for consumption purposes.
retained earnings represents the organization’s funds after the formation of trust funds and payment of all mandatory payments. Retained earnings form a multi-purpose fund, which accumulates profit funds. Each organization independently decides on options for the distribution and use of net profit.
Funds special purpose - These are funds that are formed for the purpose of subsequent targeted expenditure of financial resources.
Capital structure
One of current problems is the task of choice optimal capital structure, i.e. determining the ratio of own and long-term borrowed money.
The ratio between own and borrowed sources of funds is one of the key analytical indicators characterizing the degree of risk of investing financial resources in a given organization.
The capital structure ensures its minimum price and, accordingly, the maximum price of the organization, the optimal level of financial leverage for the organization. Financial leverage is a potential opportunity to influence an organization’s profit by changing the volume and structure of long-term liabilities. Its level is measured by the ratio of the growth rate of net profit to the growth rate of gross income (i.e., income before interest and taxes). The higher the leverage value, the more nonlinear the relationship (sensitivity) becomes between changes in net profit and profit before taxes and interest, and therefore, the greater the risk of not receiving it. The level of financial leverage increases with increasing share of borrowed capital. Thus, the effect of financial leverage is manifested in the fact that an increase in the share of long-term borrowed funds leads to an increase in return on equity, but at the same time there is an increase in the degree financial risk, i.e. an alternative between risk and expected return arises.
When making decisions on the capital structure, other criteria must be taken into account, for example, the organization’s ability to service and repay debts from the amount of income received, the size and sustainability of projected cash flows for servicing and repaying debts, etc. An ideal capital structure maximizes the total cost of an organization and minimizes total cost its capital. When making decisions on the capital structure, the sectoral, territorial and structural characteristics of the organization, its goals and strategies, the existing capital structure and the planned growth rate should also be taken into account. When determining financing methods (issue of shares, loans, etc.) and debt financing structures, costs and risks must be taken into account alternative options financing strategies, market trends and their impact on future capital availability and interest rates etc.
The real capital of an organization reflects the totality of production resources, which, as a rule, include:
- main capital;
- working capital;
- personnel (personnel).
TO fixed capital include fixed assets, intangible assets and long-term financial investments. Working capital is spent on purchasing funds for each production cycle(raw materials, basic and auxiliary materials etc.), as well as for wages. Fixed capital serves for a number of years, working capital is completely consumed during one production cycle.
Fixed capital in most cases is identified with the fixed assets of the enterprise. However, the concept of fixed capital is broader, since in addition to fixed assets (buildings, structures, machinery and equipment), which represent a significant part of it, fixed capital also includes unfinished construction and long-term investments - funds aimed at increasing the capital stock.
Personnel (personnel) is understood as the totality of workers employed at the enterprise and included in its payroll.
- these are economic entities of the country's economy that carry out activities not related to making a profit. In this case, they are not required to form, but instead may have a statutory fund or property base for carrying out their activities.
Do non-profit organizations have an authorized capital?
In accordance with Federal law“On Non-Profit Organizations” dated January 12, 1996 No. 7-FZ, non-profit organizations are recognized as economic entities whose main goal is not to obtain material benefit (profit), but to achieve other results. These include various areas of activity that are non-commercial in nature, that is, carried out for the purpose of charitable assistance to those in need or achieving common interests.
Since the authorized capital is the funds necessary to ensure activities for profit, a non-profit organization cannot possess it. But on what basis then is activity carried out? commercial organization, because she should have some resources to provide assistance?
To do this, it has sources of financing from sponsors who invest funds or property, but do not receive any material income from it. Such income is the authorized capital or property base, which includes funds transferred for the purpose of providing charitable assistance.
Note important point: In some cases, a non-profit organization may carry out income-generating activities and, as a result, have a registered share capital. However, these activities should only be carried out in order to achieve main goal creation non-profit organization— provision of charitable assistance.
This is stated in Art. 50 Civil Code RF, which also states that such an organization should not be less than the amount specified for limited liability companies - and specifically 10 thousand rubles. But this clause does not apply to government organizations - they do not have the right to engage in entrepreneurial activities.
Features of the formation of the authorized capital
The authorized (share) fund of a non-profit organization is a property fund, which by law is not required to be formed and paid for, but can be created if the need arises. This fund has a strictly targeted purpose, that is, the property included in it must be used only for the purpose for which it was transferred.
According to Art. 26 of Law No. 7-FZ, sources of financing for NPOs can be one-time or regular revenues from individuals and (founders), government revenues, voluntary contributions, donations, membership fee, income from the use of property. The procedure for forming the authorized capital of a non-profit organization is necessarily fixed in the constituent documentation. If, in the course of its activities, a non-profit organization made a profit, it remains in the authorized capital and is not subject to redistribution between the founders.
A non-profit organization is carried out in accordance with Russian accounting legislation, and therefore the same principles and methods apply to it as when accounting for the authorized capital of a commercial organization. For accounting purposes, account 80 “Statutory fund” and account 75 “Settlements with debtors and creditors” are used. Valuation is carried out in accordance with the methodology for monetary valuation of tangible assets. If funds are received as targeted financing, then a special account 86 “Targeted financing” is used to account for them.
Public organization or association
The authorized capital is formed from various sources, including contributions from founders, membership fees, donations, government funding, etc. In addition, income can be received from commercial activities, for example, when conducting entertainment and educational events, lectures, lotteries.
The procedure for forming the authorized capital is regulated by the constituent documents, which also contain information about where these funds can be spent. Costly areas include, for example, wages of hired employees, payment for third-party services or goods when providing charitable assistance, utility or administrative expenses.
Charitable Foundation
The authorized capital of such an organization is formed from many sources, but not from membership fees, since it does not imply membership in this non-profit organization. Property transferred to the fund becomes its property, and therefore investors lose all rights to it. Accordingly, they are not obliged to answer for the debts of the charitable foundation.
Note that the founders have the right to control the activities and compliance with the intended use of the transferred funds. For these purposes, a special board of trustees, which includes the founders of the fund. If for some reason a charitable foundation is declared, then its authorized capital is not, but transferred to the state’s income.
Unions and associations
For unions or associations, the legislation does not provide for the formation of a statutory fund, and all activities are carried out through periodic membership fees. Everyone who pays a membership fee becomes a member of the association or union.
These contributions are the main source of income for such organizations, and it is these funds that are used to cover expenses that arise in the process of carrying out activities.
Non-profit partnership
When forming non-profit partnership all members joining it pay an entrance fee, which forms the property base of the organization. In addition, they are required to pay regular fees, which are used to support the activities of the non-profit partnership.
When a participant leaves the non-profit partnership, the initial entry fee is returned in full. Any regular membership fees he paid while participating in the partnership will not be refunded.
Religious organization
The authorized fund can be formed to ensure its religious activities, and the sources of its financing can be a wide variety of resources, including governmental support, charitable assistance to individuals and legal entities, donations.
It is extremely important for future entrepreneurs to know about the property of the enterprise, in particular about the source of its formation. The property of an enterprise consists of its fixed and working capital, as well as other valuables, the value of which is reflected in the independent balance sheet of the enterprise.
The main sources of formation of the enterprise’s property:
1. monetary and material contributions of the founders;
2. income received from the sale of products, as well as from other types of economic activities;
3. income from securities;
4. loans from banks and other lenders;
5. capital investments and subsidies from the budget;
6. income from denationalization and privatization of property;
7. acquisition of property of another enterprise.
When organizing an enterprise in the field of banking or production of various goods, etc., the charter is supplemented with separate additional provisions fixed in the relevant laws.
How to find money. What are my initial expenses:
Funding a new venture is the very first time money is used to turn an idea or intention into something tangible.
Companies are spending money before they even open their doors. New business costs are those expenses incurred before starting a business. Many people underestimate the costs of opening a new business and do it spontaneously and chaotically.
It might work, but it's certainly not the easiest approach. Consumers are distrustful of enterprises that have just appeared, with temporary logistics.
For successful opening you need to evaluate your actual expenses and assets of the new business. After that, you need to find money for financing.
o Initial costs. Expenses that must be incurred before starting an activity, before the very first month of activity.
o Initial assets. Typical initial assets are cash and inventory. Other initial assets may be this moment and further equipment, furniture, machinery, etc.
o Seed funding. This refers to both capital investments and loans. Uniform amounts of investments and loans included in expenses. The opening of a new enterprise is what happens before the start of activity. Everything that happens during and after the first month should already go into cash flow, which will automatically be added to the Balance Sheet.
How much money will you need:
Before you open your business, you need to know how much money you will need to do it.
You may need an approximate estimate of the amount of funds needed, but this is not enough to create a clear picture and actually boost your business. Determining the exact size required capital is critical moment to achieve success. By underestimating your needs, you will find yourself out of money before your business becomes profitable. By overestimating your expenses, you will never be able to raise enough money to launch your business.
To begin, you need to estimate a realistic budget by determining the actual amount of money needed to start a new business (initial costs) and continue to maintain it (ongoing costs).
How to budget for your initial investment:
Your initial budget will be made up of only one-time expenses such as legal fees, capital equipment, tool depository, disbursements fees, etc.
The initial budget should include:
o expenses necessary for opening (registration, company share capital)
o licenses/permits;
o equipment;
o salary;
o maintaining accounting books;
o labor costs.
How to create an estimate of current expenses:
The operating cost estimate comes together when you are actually ready to open your own business. Your estimate should include expenses that will cover the first three to six months of operations. It should allow you to bear the following expenses.
Current cost estimate:
o staff;
o insurance;
o fall in market prices;
o legal/accounting;
o various expenses;
o labor costs;
o salary;
o tools, utilities;
o repair/support;
Seed funding. Where to get money:
One of the keys to successfully starting a business is the ability to obtain and secure suitable financing. Capital raising is the most important type of business activity. But as many entrepreneurs have discovered, raising capital is not so easy, in fact it is quite a complex and frustrating process. However, if you are well informed and have planned everything effectively, making money will not be so difficult for you.
If you don’t have any of this, then it will be quite difficult. If you have personal assets, it will be difficult for you to decide to risk them. And by doing this, you can either succeed or fail.
Starting your own business can be compared to giving birth to a child. This idea can make you feel both free and inspired. But this can also be a critical moment, namely, if this is your “child”, then you are obliged to finance it even after the “I have an idea” stage. How will you be able to obtain the first part of the funds that will later be able to attract outside capital, or perhaps bring you immediately to the level of profitable activity? Here are some options:
The choice suitable option financing of the enterprise is shown in Fig. 6.i2.
Rice. 6.12. V
There are several sources that you can keep in mind when looking for funding. It is important to explore all possible alternatives before making a decision (Table 6.14).
Table 6.14
|
Expenses |
Refund deadlines |
Size |
"Against" |
||
|
Personal savings |
Easy and cheap. |
Risk of losing |
|||
|
Friends and family |
Of course at low interest or no interest |
Very flexible |
Flexible, best value |
May create controversy |
|
|
Real Estate Mortgages - Traditional or Other |
% of loan |
On long term and flexible |
Cheap, longer term |
You risk your collateral in case of non-payment |
|
|
Suppliers |
For free |
Inexpensive, unsecured |
Short term |
||
|
Landlord |
Add n rent |
After the end of the rental period |
Stores cash for assets that you can't take with you |
Difficult to obtain; assets are only good at one thing place; difficult to move |
|
|
Venture capital |
You can get large sums |
Very difficult to obtain; partial ownership |
|||
|
Companies that rent out long-term rental |
You can get large sums + 100% financing |
||||
|
Financial companies |
An alternative when you don't have more. |
Very difficult to obtain, expensive |
|||
|
Generally less expensive |
Mostly very difficult to obtain |
||||
Personal savings:
The primary source of capital for most new entrepreneurs comes from savings and other sources of personal resources. While credit card amounts are often used to finance business needs, better alternatives are available, even for very small loans.
Friends and relatives:
Many entrepreneurs, when starting their own business, first of all look for private reserves, for example, from friends and relatives. Often money is borrowed without interest or at a very small interest rate, which can be beneficial when starting out.
Banks and credit unions:
The most commonly used source of financing. Banks and credit unions will provide loans if you can show that your business proposal is truly sound. Don't try to contact banks once you have started. Banks give loans only to enterprises that have been operating for some time.
Venture capital firms:
These firms help expanding companies grow in exchange for holding equal or partial ownership.
Some pros and cons regarding various types creditors are briefly listed below. Perhaps everyone will have one characteristic general feature. As an entrepreneur, you will legally be held personally liable for your business's lending. Regardless of the legal form of the organization, creditors will have documents on how to get around organizational structure. This is usually called a personal guarantee. Do not panic! This is often practiced.
Is it possible to open your own business without money or financial guarantees? Anything is possible - many companies were opened only because someone wrote down their ideas on paper, and who financed them because they realized that they were worth something.
Still, realism is very important. Basically, the price depends on the specifics of the business. Some businesses can be opened without start-up funds, some are almost impossible, but still you will have to compare your ideas with reality.
Thousands of service centers are opened without investing money or financial guarantees. These are consultants, artists and designers, accountants and other professionals. If you have a skill that people and potential consumers need, get to work and start your own business.
The authorized capital is a set of tangible (physical) and monetary assets and other intangible assets, which are the permanent contribution of its founders - participants in the business company they created in order to ensure the activities of enterprises in order to receive profit on this basis.
Contributions from the founders and participants of the company in material form are buildings, structures, equipment and other material assets; in monetary form - monetary resources (including in freely convertible currency) and securities; in 4 legal entities of intangible assets - all types of property rights - to use land and other natural resources, including intellectual property(in particular, the use of inventions in the form of patents and licenses, “know-how”).
The authorized capital can be replenished from part of the profit from business activities, as well as additional contributions from participants.
The procedure for making and evaluating the contributions of each founder to the authorized capital are determined by the constituent documents. The value of the property is assessed at the prices that prevailed during the founding period of the enterprise or in accordance with an agreement between the participants. To evaluate the inventory assets that are contributed to the authorized capital, an appropriate commission is created from the participants of the enterprise. At the same time, such an assessment when organizing a joint venture is carried out at negotiated prices, taking into account world market prices. By resolution of the board of founders, company participants can withdraw contributions in parts or at a time. The same council may adopt a special resolution to increase or decrease the authorized capital. Its increase occurs only after all participants have made their contributions (payment for shares), except in cases provided for by the Law of Ukraine "On business societies". Reducing the authorized capital of a company in the event of an objection from its creditors is not allowed.
The decision of the company on changes in the size of the authorized capital comes into force from the day they are entered into State Register. Thus, in the case of creating a limited liability company, the size of the authorized capital must be no less than an amount equivalent to 625 minimum wages. In this case, the rate at the time of creation of the company is taken into account. The minimum authorized capital of an open joint-stock company is 1250 minimum wages.
According to the Law of Ukraine "On Business Companies", before the registration of such a company, each of the participants is obliged to make at least 30% of the contribution specified in the constituent documents, and this contribution must be confirmed by documents issued by the banking institution. A company participant is obliged to make a full contribution no later than one year after registration of the company. In case of violation of this provision, the participant shall pay 10% per annum for the period of delay on the amount not paid. An exception to this rule may be cases provided for by the constituent documents. Making a full contribution is confirmed by a certificate from the company.
A joint stock company may increase the size of its authorized capital if all previously issued shares are fully paid at a value not lower than their par value.
The increase in the authorized capital is carried out by issuing new shares, exchanging bonds for shares, as well as increasing the par value of shares. At the same time, shareholders have a preemptive right to purchase additionally issued shares.
at the same time, an increase in the authorized capital by no more than 1/3 can be carried out by decision of the board, if this is provided for by the charter. Changes to the charter related to an increase in the authorized capital must be registered by the body that registered the charter of the joint-stock company after the sale of additionally issued shares.
Reduction of the authorized capital of a joint-stock company is carried out by reducing the par value of shares or reducing the number of shares by purchasing part of them from the owners and canceling them.
If a participant in a limited liability company leaves it, then he is paid the value of part of the property, proportional to his share in the authorized capital. The property is returned to the participant of this company without compensation. At the same time, he is paid the due part of the profit received by the company in this year until the participant leaves.
In the event of a decrease in the authorized capital, the joint-stock company compensates for the losses incurred.
In addition to open joint-stock companies with limited liability in Ukraine, according to current legislation, it is possible to establish a closed joint-stock company, an additional liability company, a full and limited company.
Let's move on to consider the mechanism of state registration.
In accordance with the legislation of the Russian Federation, enterprises - private, state or municipal, must have authorized funds. What is their purpose? How are appropriate funds formed, adjusted and used?
What is the essence of the term “authorized capital”?
First, let's define the essence of the term in question. The concept of “authorized capital” has several meanings.
IN in a broad sense this term can be considered corresponding to the property of any enterprise (private, public), which is represented in monetary terms, tangible and intangible assets. In a number of contexts, it can be synonymous with the concept of “authorized capital”, which corresponds to the resources of a private enterprise.
In turn, in a narrow sense, the authorized capital is property owned only by state or municipal business entities.
Let us thus study the term in question in the two most common interpretations:
As corresponding to the property of private companies (which is synonymous with the concept of “authorized capital”);
As a denoting resource used in the economic activities of government and
Authorized capital of state and municipal economic entities
Let us study the specifics of a narrower interpretation of the term about which we're talking about. Its essence is determined by the legislation of the Russian Federation on the activities of state and
In accordance with these provisions, the authorized capital is the minimum amount of ownership of companies, state-owned or local authorities power, which is used to satisfy the interests of creditors and other authorized persons. This resource can be formed through cash transfers, the inclusion of valuables, and various property rights in the ownership of the enterprise.
The size of the authorized capital of state and municipal organizations
The size of the authorized capital of a state or municipal business entity is determined by law and may change. As a rule, it corresponds to values expressed in thousands of minimum wages. Typically, the requirements for the size of the authorized capital for state-owned enterprises are higher than for municipal ones.
The legislation establishes a special procedure for the formation of the resource in question, including in terms of its minimum value. Let's study it in more detail.
How is the authorized capital formed?
The formation of the resource in question is carried out in the manner prescribed by law. In accordance with the provisions of the rules of law governing these procedures, the authorized capital of the organization must be formed by the owner of the business entity within 3 months from the moment the state registration companies.
The resource in question is considered generated as soon as funds in a minimum amount or in an amount that exceeds the criterion established by law are credited to the current account of a state or municipal enterprise. In a number of cases, the formation of the authorized capital is recognized as having taken place if the required amount of resources is transferred to the economic management of the entity.
The legislation of the Russian Federation establishes a procedure for increasing the resource in question. Let's study it.
The procedure for increasing the authorized capital
The authorized capital is a resource that can be increased in the manner prescribed by law. This procedure can be carried out, first of all, only upon the formation of the fund in full.
An increase in the corresponding resource is possible at the expense of property transferred by the founder of a state or municipal business entity, as well as at the expense of revenue generated in the process of business activity of the company, if it is not prohibited by law.
The decision to increase the size of the authorized capital is made taking into account the indicators reflected in financial statements economic entity. The value of the resource in question after adjustment should not exceed the value of the net assets of the business entity. Simultaneously with the decision according to which the authorized capital of the company is increased, the necessary changes are made to the organization's charter.
Those documents that are needed to register adjustments in the constituent documents, as well as those sources that confirm the change in the capital of the enterprise, are provided to the Federal Tax Service. If any sources are missing, the Federal Tax Service may refuse to register changes in the structure of the organization’s authorized capital.
This is the specificity of increasing the resource in question. But the authorized capital is property that can also be reduced if necessary. Let's study how the corresponding procedure is carried out in more detail.
The procedure for reducing the authorized capital
A decrease in the size of the company's authorized capital is also implemented with the direct participation of the founder of the business entity. This procedure can be carried out at the request of the owner of a municipal or state enterprise or by force of law. The authorized capital of an economic entity cannot be reduced if, due to the fact of a decrease in its cost indicators, it will be lower than the minimum amount of this resource determined by law.
Reducing the authorized capital: requirements for economic indicators
If upon completion financial year the value of the enterprise's net assets will be less than its authorized capital, then the owner of the corresponding business entity will have to reduce the value of this fund to an amount that will not exceed the value of the assets. Changes in the amount of the resource in question must be registered with the Federal Tax Service in the manner prescribed by law.
If, at the end of the financial year, the value of net assets is less than the minimum authorized capital, then if this ratio of economic indicators persists for 3 months, the owner of the enterprise will have to liquidate or reorganize the company. The value of net assets in this case is determined based on the information recorded in the accounting records.
If the enterprise does not ensure that the authorized capital is brought to the required value, or does not initiate liquidation or reorganization of the company in cases provided for by law, then the creditors of the business entity will have the right to request from it the early fulfillment of existing obligations or compensation for losses incurred.
This is the essence, specificity of the formation and adjustment of the size of the authorized capital in state enterprises and those established by municipal authorities. Let us now consider the essence of the term in question in the context of the work of private structures. For example,
Authorized fund, or capital in business companies
The authorized capital, or capital of an organization, is one of the key sources of property of a private business entity. This resource is formed mainly through contributions from owners - directly during the establishment or in the process of business development.
The authorized capital of an organization is the property of the company, which is used primarily to satisfy the interests of the organization's creditors, as is the case with state-owned enterprises. Its value is reflected in the economic entity.
Minimum amount of authorized capital
The minimum size of the corresponding resource is ten thousand rubles for an LLC. For a joint stock company it is 100 times the minimum wage, for public joint stock companies it is 10 times more. The largest minimum authorized capital is established for banks; it is 300 million rubles.
The corresponding property of an economic entity must be formed within a certain time frame. Thus, LLC participants, for example, must make contributions to the authorized capital of the LLC within 4 months from the date of its registration with the Federal Tax Service.
Composition in business companies
The resource in question can be represented in cash, various shares, material assets or, for example, property rights. When LLC participants contribute certain types of property to the authorized capital, it is necessary to confirm the value of the invested resources through independent assessment. The type of property in question is not subject to taxation and is not considered expenses of a business company.
Authorized capital and participation of owners in business
If there are several founders of the company, then the share in the authorized capital of each of them must be determined. The corresponding property is deposited into the cash register of the enterprise or into its current account. If one of the founders of the company leaves its membership, then his share in the authorized capital must be compensated. For this purpose, the legislation sets a certain period - 6 months after the end of the financial year.
At the same time, the right of the founders of companies, in particular if we are talking about an LLC, to exit the business should be enshrined in the constituent sources - first of all, in the organization’s charter. If this agreement is not concluded between the owners, then the procedure for the founder’s exit from the company cannot be carried out at his request.
Functions of authorized capital in a private organization
The authorized capital of a private company is characterized by special functions. Such as, for example:
Distribution of shares in business ownership between the founders;
Ensuring the protection of the interests of creditors: if the enterprise that took out the loan turns out to be insolvent, then authorized persons will have the opportunity to compensate for losses from the funds that make up the authorized capital of the enterprise.
The strategy of investing in the appropriate resource of the company is the most important component of the work of enterprise managers. Corporate governance is a key area of activity for the managers of an economic entity; it involves regular consideration of issues related to investing in the authorized capital.
This is due to the fact that the corresponding resource performs another important function - ensuring the investment attractiveness of the company. The growing authorized capital of an enterprise is an indicator of competitiveness, an indicator of the successful development of the company.
Accounting for authorized capital
The corporate governance of the firm also includes the organization of accounting. In particular, registration of business transactions with authorized capital. This or that contribution to the authorized capital, redistribution of shares of this resource are subject to reflection in accounting. Special accounts are used for this. In accordance with the law, in this case account 80 must be used. When registering business transactions as part of settlements with the founders, account 80 must be used.
Summary
So, we have examined the essence of the concept of “authorized capital”. It can be viewed in two main contexts.
Firstly, the corresponding fund in a narrow sense can mean the property of only a state and municipal economic entity. The procedure for its formation, adjustment, purpose, and minimum size are determined by individual norms of legislation regulating the activities of these enterprises.
Secondly, the term “authorized capital” may correspond to the property of a private enterprise. In this case, it can be considered as a synonym for the concept of “authorized capital”.
Requirements for the size and features of property management of a state or municipal and private enterprise differ significantly. So, for example, registration of an LLC requires the payment of authorized capital amounting to ten thousand rubles. Establishing a state or municipal enterprise is significantly higher. The highest minimum authorized capital is set for banks.
The main purpose of the resource in question generally coincides when comparing the property of private and state or municipal economic entities: it is to ensure the protection of the interests of creditors and other authorized persons due to the establishment of legal relations with the company. If a company urgently needs to repay loan debts and fulfill other obligations, then, first of all, its authorized capital will be used as a source of financing.