Creation of the Authorized Capital of LLC




At Creation of LLC founders the size of the authorized capital which is entered for the beginning of work of the company is determined. In accordance with the legislation, the authorized capital of the company has the following features:

1. The minimum amount of the authorized capital is 10 000 rubles; 2. The Authorized capital of LLC can be formed both by cash and property (office equipment, furniture, transport means). A combined method of forming the authorized capital is possible, that is, money and property. For example, 70%-money and 30% property.

In general, according to P. 1 art. 15 FZ № 14-FZ in the account of payment of the authorized Capital of LLC can be made: money (cash or non-cash), securities (shares, bonds), things (computers, machinery, equipment, tables, chairs, etc.), property rights, other having a monetary assessment of the right ( Copyrights, patents, licenses, etc.);


3. Not less than 50% of the authorized Capital of LLC is paid directly at the moment of registration, the rest can be paid within one year after registration. The remaining 50% of the authorized capital can be paid as you wish: equal shares, not equal shares, lump-sum, but not later than 365 days after the registration of the company. Terms of payment of the participant of the company's share in the authorized capital is prescribed in the Agreement on the establishment of LLC or in the decision on the establishment of LLC in the case of the establishment of LLC by one person (p. 1 art. 16 FZ № 14-FZ).

Example:




If the authorized capital is paid by the property, this action should be reflected in the following documents:

1. The Minutes of the Constituent Assembly or the decision on the establishment shall indicate which part of the share capital is deposited with the property.
2. An act of acceptance and transfer of property is drawn up. In the act as the receiving party its signature is put by the Chairman of the Constituent Assembly (for the newly created society) or the General Director (in the current society).

Example:.

 

 

 

 

 

 

 

 

 

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Making a share in the authorized capital of LLC property has its advantages, as it allows to avoid superfluous financial expenses and simultaneously to pay 100% of the authorized capital before registration of LLC.

According to the rules, the monetary valuation of the property, which is paid to the authorized capital, is made by the general Meeting of the LLC participants. But only if the nominal value of the property is not more than 20 000 rubles. If the nominal value of the share of the participant of the company insertion the property exceeds 20 000 rubles, then such contribution shall be subject to an independent evaluation (item 2 of art. 15 of the Law № 14-FZ).





The law establishes some restrictions on the methods of making a share in the authorized Capital of LLC. For example, it is not possible to deposit in the authorized capital of the insurer the borrowed assets and the collateral.
As evidence of the payment of the authorized capital of the company may be considered:

  1. Certificate from the Bank, the act of acceptance and transfer of property, copies of payment documents;
  2. Clause of the Charter of LLC with indication on full payment of share in the authorized capital;
  3. Receipt to the receipt of cash order;
  4. Absence in the company's balance sheet of information on incomplete payment of shares in the authorized capital.

Increase of the authorized capital of LLC

It happens that the authorized capital of already created LLC should be increased. Most often, this happens due to:

  1. Licensing requirements. The law may impose certain requirements on the size of the authorized capital for certain activities;
  2. Insufficient amount of circulating assets;
  3. Joining the LLC of third parties. By making an additional contribution to the authorized capital, the third person acquires the rights and obligations of the company participant.

However, not every society can increase its share capital. To do this, the following conditions must be met:

  • The initial authorized capital, formed at the Creation of the LLC, was fully paid;
  • The amount by which the authorized capital of the LLC is increased shall not exceed the difference between the value of net assets and the amount of the authorized capital and the reserve fund of the Company;
  • At the end of the second and subsequent fiscal year, the net asset value of the LLC should not be less than the minimum amount of the company's authorized capital. Otherwise, the society is subject to liquidation.

The Authorized capital of LLC can be increased by any amount, in the legislation there are no restrictions on the maximum size of the authorized capital. The capital increase can be made by means of the deposit of the property, additional contributions of the company participants and by the contributions of third parties entering the company.

Any increase in the authorized capital of the company is subject to state registration. For example, with the increase of the authorized capital of LLC by making additional deposits by third parties in the registering body (tax) it is necessary to provide the following documents:

  1. Application form notarized;
  2. The new version of the Charter (or amendments to the Charter) in two copies;
  3. Minutes of the general meeting of founders (or decision of the participant) on increase of the authorized capital;
  4. Receipt of payment duty for registration of changes-800 rubles;
  5. Documents confirming 100% payment of additional deposits;
  6. Documents confirming the assessment of non-monetary contributions to the authorized capital (if any).






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