In Russian practice accounting there are statements that are intended to clarify the concepts of "capital" and "capital of the enterprise", "authorized capital". So Professor V.D. Novodvorsky, A.N. Khorin write: “... Particular attention should be paid to the accuracy of the terminology and concepts used in accounting practice, bearing in mind that in last years many "liberties" were allowed here. So, having introduced the concept of "capital" in the balance sheet (this is not just a renaming), it should be separated from the concept of "funds" on the basis of their origin. Capital is a stock of funds formed by the initial contributions of the owners or, if not initial, then additional, but only contributions from outside, that is, not related to internal processes. Funds, firstly, are not obligatory in the balance sheet: they may or may not be, if some of them are prescribed by the relevant legislation, then only depending on the profit received: no profit - there will be no established fund by law. Secondly, funds, unlike capital, are temporary: they are absorbed for the purposes for which they are intended. Capital is something permanent, but funds are current. One cannot but agree with this point of view.

New in the development of the theory of capital is its study simultaneously in two directions - economic and accounting and legal. According to the theory of Yu.A. Babaev's capital is an economic category that arises in the spheres of social production, creates a surplus self-increasing value, acts as a means of production and an object of labor. The equity of an organization is seen as a liability to the owners of the business. Capital as an accounting and legal category is basically money, income that is earned in the course of the organization's activities. The movement of economic capital is carried out by accounting. In this case, capital can be considered as an accounting and legal category.

Following the indicated integrated approach, we propose the following definition of the concept of "authorized capital", which includes both the economic and civil law aspects of the phenomenon under study.

The authorized capital is a value calculated in monetary terms, reflecting the minimum size of the company's property that guarantees the interests of its creditors, and is determined by the total value of the nominal shares (shares) of the company's participants.

The essence of the authorized capital, like any other phenomenon of legal reality, is reflected in its functions.

As the first function of the authorized capital, we denote the “forming” one, which consists in determining the minimum size of the company's property, in forming its material basis, primarily at the stage of its creation, also in the process of its further activity - in the event of an increase or decrease in the size of the company's authorized capital. In the literature, this function is also called the "starting" function, since it gives the primary impetus to the activities of society, as if creating a material "reserve" for the future.

The second function of the authorized capital should be called the guaranteeing function, or otherwise it can be called security. The authorized capital is intended to guarantee the satisfaction of the interests of the company's creditors, including the owners of the company. This is the task of the guaranteeing function of the authorized capital. In our opinion, it is in the guaranteeing and security function that the essence and purpose of the authorized capital is manifested.

Unfortunately, we have to state that the significance of this function of the authorized capital in the context of practice is not as great as the theoretical construction suggests. This is primarily due to the fact that the Russian legislator established an unreasonably low minimum level of the authorized capital of an LLC when it was created. The size of the authorized capital of the company must be at least 10,000 rubles (clause 1, article 14 of the Federal Law of the Russian Federation "On Limited Liability Companies").

The guaranteeing function of the authorized capital is implemented not only by legislatively determining the minimum amount of the authorized capital of an LLC during its creation, but also by preventing the founders of the company from being released from the obligation to make contributions to the authorized capital of the company (paragraph 2, clause 1, article 16 of the Federal Law of the Russian Federation "On companies with limited liability).

The Russian legislator, while not formally denying the guaranteeing function of the authorized capital, nevertheless demonstrates a clear disregard for it. This is evidenced by the value of the minimum authorized capital in the Russian Federation, which can hardly be considered sufficient to secure and guarantee the interests of creditors and owners.

In our opinion, it is necessary to increase by law, and not less than several times, the minimum allowable value of the authorized capital of a limited liability company in the Russian Federation. This will solve a number of problems related to:

• the creation of a more solid material and financial base of the society already at the stage of its establishment,
• increasing the degree of security for the interests of potential creditors of the company,
• stimulation of activity in the activities of the participants of the company in their chosen direction of entrepreneurial activity,
• ensuring a higher discipline of the participants in the society (an expression of which will be a decrease in the number of "fictitiously created" or "dead" societies).

It should be noted one more function of the authorized capital - "certifying", or, in other words, it can be called "participation function". It allows you to establish the degree of interest of each member of the company in the activities of the company, since, depending on the size of the share of the participant in authorized capital the voting structure of participants is determined when decisions are made at the general meeting of participants in the company, and the distribution of profits received by the company is carried out.

Summarizing what has been said regarding the functional component of the “authorized capital” category, it should be stated that the legal mechanisms do not fully ensure the implementation of the functions of the authorized capital, which inevitably “undermines” their effectiveness. And this, in turn, negatively affects the security of the interests of the company's creditors and cannot but affect the property interests of the company's participants themselves.

1. Novodvorsky V. D., Khorin A. N. On the terms of accounting // Accounting, 1997, No. 4.

2. Babaev Yu.A., Petrov A.M. Theory of accounting. Ed. fifth, revised and additional (textbook for universities) - M .: Prospect, 2013

3. On limited liability companies: Federal Law of February 8, 1998 No. 14-FZ

Authorized capital functions

The authorized capital acts, as mentioned earlier, essential element any partnership or business association. However, despite this, it is a rather conditional value, which determines the total amount of funds contributed by the participants at the time of the establishment of this partnership (company).

The authorized capital, being thus the property basis of a commercial organization, has, at the same time, very specific functions, including:

A) starting function, which reflects the right of shareholders to start their own business. Despite the fact that over time, if the work of the enterprise is effective, the profit received can exceed the authorized capital by several times, nevertheless, even in such a situation, it will in any case act as the most stable liability item;

B) warranty function. The authorized capital is that part of the property of a partnership or a business company, which serves as a guaranteed minimum for settlements with creditors;

C) the function of determining the share of participation of each shareholder in the company. The authorized capital is divided into parts. Each of the parts has its own nominal price. The ratio of the amounts of one price of shares that belong to one person to the amount of capital will determine the position and "share" of a particular shareholder in a business company or partnership Management Library [Electronic resource]. - Access mode: http://www.cfin.ru.

Thus, it is possible to formulate a number of functions of the authorized capital, both from a legal point of view and in terms of its economic content:

Firstly, the funds contributed to the authorized capital of the company endow it with, so to speak, "starting" capital to start economic activity;

· secondly, the division of the authorized capital into shares specifies not only the contribution of each participant, but also determines the level of his participation in the management of the company, as well as the distribution of profits;

· thirdly, a significant amount of the authorized capital informs interested parties about the solidity of this company, although, on the other hand, the funds declared in the authorized capital may not turn out to be in the form of liquid assets.

The mechanism of formation and accounting of the authorized capital of the enterprise

The procedure for the formation of the authorized capital is regulated by the current legislation of the country, as well as the constituent documents of the company Avrashkov L.Ya., Gorfinkel V.Ya., Shvandar V.A. Enterprise economics [Text]: textbook / L.Ya. Avrashkov, V.Ya Gorfinkel, V.A. Shvandar. - M.: UNITI-DANA, 2012 - 670s. According to the current legislation, the minimum authorized capital of an OJSC (open joint stock company) must be at least 1000 times the base amount on the date of state registration of the company, and CJSC - at least 100 times. As for the size of the authorized capital for an OJSC (limited liability company), it must be at least 100 times the base amount.

The authorized capital of companies, from the moment of their state registration, must be paid by the founders for at least 50% within 3 months. The remaining part of the authorized capital must be paid within 1 year from the date of registration. Until payment of 50% of the authorized capital, the company does not have the right to carry out transactions that are not related to the establishment of the company.

Joint stock companies form their authorized capital through the initial issue of shares, that is, the sale of shares to investors (their original owners).

The implementation of primary emission takes place in a number of cases Burmistrova L.M. Finance of organizations (enterprises) [Text]: textbook / L.M. Burmistrov. - M.: Infra-M, 2013. - 240s.:

When establishing a business company and placing shares among investors (its founders);

With an increase in the size of the initial authorized capital of the company by issuing additional shares.

Joint-stock companies can issue both ordinary shares (which have the same par value for all shares) and preferred shares (which have the same par value for one type of shares).

The charter of a joint-stock company must determine the number, as well as the nominal value of the outstanding shares (acquired by shareholders), and it is also possible to determine the nominal value and the number of shares that the company has the right to place in addition to the declared (placed) shares.

During the distribution of shares during the establishment of a joint-stock company, if the number of founders exceeds 500 and (or) the volume of the issue exceeds 50,000 base amounts, then it is necessary to register an issue prospectus. Tax on transactions with securities is not paid, since the first issue of securities after state registration is carried out.

Payment for shares that are distributed among the founders of the company during its establishment, additional shares that are placed by subscription, may be made in securities, cash, tangible assets or property rights with monetary value.

The form of payment for the shares of the company upon its establishment is indicated in the agreement on the creation of the company, and the form of payment for additional shares - in the decision on their placement. Additional shares distributed by subscription may be placed subject to full payment.

Monetary valuation of property Vechkanov, G.S. Economic theory[Text]: textbook / G.S. Vechkanov, G.R. Vechkanova. - SPb.: Piter, 2010. - 256p., which is paid as payment for the company's shares upon its establishment, is carried out by agreement between the founders. In the case of paying for additional shares with the help of non-monetary assets, the property is valued by the supervisory board (board of directors) of the given company at their market value.

To objectively determine the market value of such property, it is necessary to involve independent appraisers. It is worth noting that the value monetary value property, which is carried out by the founders and the supervisory board (board of directors), cannot exceed the value of the assessment, which was made by an independent appraiser.

The charter of a joint-stock company may contain information on restrictions on certain types of property with which its shares may be paid.

The authorized capital of the company can be increased by increasing the par value of shares, or by placing additional shares. Additional shares placed by the company are limited by the number of declared shares, which are established in its charter.

When placing shares, the issuer and investment institutions that carry out the sale of securities under an agreement with the issuer must ensure the possibility of unhindered access to reliable information about the securities being sold for each buyer.

The size of the registered issue of shares for the purpose of increasing the authorized capital is regulated by the authorized capital itself. Payment for shares of a business company or partnership is made at market value, but not lower than their face value.

If suddenly the shares of a joint-stock company are sold at a price that exceeds the nominal value, then the difference in share premium will be considered as additional capital. Its accounting is carried out on account 83 "Additional capital" Burmistrova L.M. Finance of organizations (enterprises) [Text]: textbook / L.M. Burmistrov. - M.: Infra-M, 2013. - 240s.

The authorized capital of the company can also be reduced by reducing the nominal value of the shares, or by reducing their total number, in particular, by redeeming a part of the shares by the company.

Limited liability companies (LLC) form their authorized capital based on the nominal value of the shares of the participants in this company. The size of these shares is a relative indicator (most often in percentage terms) and must correspond to the ratio of the nominal value of the share of the participant and the authorized capital of the company.

Corporate law in tables and charts

Shitkina I.S.

Corporate law in tables and charts

Chapter 5. Legal Regime of the Authorized Capital of Business Companies

Chapter 5. Legal Regime of the Authorized Capital of Business Companies

"Savvy unsecured creditors are unlikely to rely on the accounting category of share capital."

Bernard Black, Rainier Krekman
Anna Tarasova

§one. CONCEPT, FUNCTIONS, STRUCTURE OF THE AUTHORIZED CAPITAL OF BUSINESS COMPANIES

CONCEPT OF AUTHORIZED CAPITAL

AUTHORIZED CAPITAL - is made up of the nominal value of shares (shares) of the company acquired by shareholders (participants).

- The contribution to the authorized capital is only one of the sources of formation of the property of a business entity.

- The authorized capital does not reflect the real value of property owned by the company, which can be either more or less than the authorized capital (in this case, in accordance with the procedure established by law, the authorized capital is subject to reduction).

- In the legislation, the authorized capital is defined as the minimum size of the company's property, which guarantees the interests of its creditors (Article 25 of the JSC Law; Article 14 of the LLC Law). However, this does not mean that the liability of the company is limited by the size of the authorized capital. Satisfaction of the creditors' claims of a business company is ensured by all property belonging to the company, regardless of whether this property was contributed to the charter capital or acquired as a result of the company's activities.

FUNCTIONS OF THE AUTHORIZED CAPITAL

- distribution function- through the authorized capital, the share of participation in the company and its profits is determined.

- Basic (starting) function- the authorized capital is the property base for the start of the company's activities.

- Warranty (security) function- the authorized capital of the company determines the minimum amount of the company's property that guarantees the interests of its creditors.

- Image (reputation) function- in terms of the size of the authorized capital, counterparties and consumers form an idea of ​​the corporation.

AUTHORIZED CAPITAL AND NET ASSETS OF THE COMPANY (BY THE EXAMPLE OF JSC)

NET ASSETS OF A JOINT STOCK COMPANY is a value determined by subtracting from the amount of the company's assets accepted for calculation, the amount of its liabilities accepted for calculation (Procedure for determining the value of net assets, approved by Order of the Ministry of Finance of Russia dated August 28, 2014 N 84n).

- The company's assets are the company's cash and property, and the liabilities are the company's obligations to third parties.

- The value of the company's net assets is determined according to accounting data in the manner established by the federal executive body authorized by the Government of the Russian Federation, and in cases provided for by federal law, by the Central Bank of the Russian Federation (paragraph 1, clause 3, article 35 of the JSC Law).

MINIMUM AUTHORIZED CAPITAL

§2. FORMATION OF AUTHORIZED CAPITAL WHEN ESTABLISHING BUSINESS COMPANIES

PROCEDURE AND TERMS OF PAYMENT OF THE AUTHORIZED CAPITAL WHEN ESTABLISHING BUSINESS COMPANIES

The procedure for the formation of the authorized capital of a business company is established by its constituent documents.

When establishing a company, the founders must resolve the following issues:

- determine how the acquired shares (shares) will be paid for

- evaluate the contribution of the founders, made to the authorized capital by non-cash funds in the manner prescribed by law (clause 2, article 66.2 of the Civil Code of the Russian Federation)

- determine the time frame for the formation of the authorized capital

- Payment period:

- unless otherwise provided by laws on business companies, the founders of a business company are obliged to pay at least three quarters of its authorized capital before state registration of the company, and the rest of the authorized capital of a business company - during the first year of the company's activity

- in cases where, in accordance with the law, state registration of a business company is allowed without prepayment of three-quarters of the authorized capital, the participants in the company bear subsidiary liability for its obligations that arose before the moment of full payment of the authorized capital (clause 4 of article 66.2 of the Civil Code of the Russian Federation)

CAPITAL CONTRIBUTION

The contribution of a participant in a business partnership to its property may be cash, things, shares (shares) in the authorized (share) capital of other business partnerships and companies, state and municipal bonds. Such a contribution may also be exclusive, other intellectual rights and rights under license agreements subject to monetary valuation, unless otherwise provided by law (clause 1 of article 66.1 of the Civil Code of the Russian Federation).

- When paying the authorized capital of a business entity, funds must be deposited in an amount not lower than the minimum amount of the authorized capital (clause 2, article 66.2 of the Civil Code of the Russian Federation).

- The law or the charter of a business company may establish the types of property that cannot be contributed to pay for shares in the authorized capital (clause 2 of article 66.1 of the Civil Code of the Russian Federation).

Reviewer

Author

Reviewer

FOREWORD

Dear readers!

named after M.V. Lomonosov
I.S. Shitkina.

INDEX OF ABBREVIATIONS

12. SD - board of directors.

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Teaching aid second edition (revised and supplemented)

Recommended by the UMO for Legal Education of Higher Educational Institutions as study guide for students of higher educational institutions studying in the direction of "Jurisprudence" and the specialty "Jurisprudence"

Shitkina Irina Sergeevna - Doctor of Law, Head of the Master's program "Corporate Law", Professor of the Department of Business Law of the Faculty of Law of Moscow State University named after M.V. Lomonosov.

Reviewer

Filippova Sofya Yurievna - PhD in Law, Associate Professor of the Department of Commercial Law and Fundamentals of Jurisprudence of the Faculty of Law of Moscow State University named after M.V. Lomonosov.

AT teaching aid in the form of structural and logical schemes, corporate forms of entrepreneurship and, first of all, the most common of them - economic companies (JSC, LLC) are studied. The problems of establishment, reorganization, liquidation of economic companies are considered; the property basis of their activities; corporate governance and control; rights and obligations of members of corporations; the legal regime of major transactions; transactions in which there is an interest; acquisition of large blocks of shares; liability in corporate legal relations; protection of the rights of participants in corporate legal relations.

The book is intended for teachers, graduate students, students (bachelors and masters) of law schools and faculties, lawyers of organizations and bodies state power, as well as for readers interested in corporate law issues.

LOMONOSOV MOSCOW STATE UNIVERSITY

CORPORATE LAW TABLES AND CHARTS

Training guide second edition (revised and expanded)

Recommended by UMO on legal education of higher education institutions as a textbook for students of higher education institutions, students in "Jurisprudence"

Author

Shitkina Irina - Doctor of Law, Director of Master's Program of Corporate Law, Professor of Business Law of the Law Faculty of Lomonosov Moscow State University.

Reviewer

Filippova Sophia - Phd in Law, Assistant professor of Commercial Law and the Foundations of Law of the Law Faculty of Lomonosov Moscow State University.

The text book in the form of structural and logical charts investigates the corporate forms of business, and above all the most common of them are the business companies (joint stock companies, limited liability companies). The problems of the establishment, reorganization, liquidation of business companies; property basis of their activities; corporate governance and control; rights and obligations of participants in corporations; legal regime of large-scale transactions; related party transactions; the acquisition of large blocks of shares; liability in corporate relations; protection of the rights of participants in corporate relations.

The book is intended for teachers, postgraduates, students (bachelors and masters) law schools and faculties, lawyers of the organizations and public authorities, as well as to readers interested in the issues of corporate law.

Laws are as of January 15, 2016.

FOREWORD

Dear readers!

I present to your attention the second edition (revised and supplemented) of the educational and methodological manual prepared at the Department of Entrepreneurial Law of the Faculty of Law of Moscow State University named after M.V. Lomonosov on the basis of more than fifteen years of teaching experience in this area of ​​jurisprudence. The book attempts to satisfy the dream of every student and practitioner and present complex legal material in the most intelligible (but not simplified!) way.

The presented manual contains tables and diagrams on the main topics academic discipline"Corporate Law" taught in higher educational institutions legal profile. It is based on verified theoretical concepts, contains references to regulations, materials judicial practice which will make it useful for practitioners to use.

In the educational and methodical manual in the form of structural and logical schemes, corporate organizations and, above all, the most common of them - business companies (JSC, LLC) are studied. The problems of establishment, reorganization, liquidation of economic companies are considered; the property basis of their activities; corporate governance and control; rights and obligations of members of corporations; the legal regime of major transactions, as well as transactions in which there is an interest; acquisition of large blocks of shares; legal liability in corporate legal relations; protecting the rights of their members.

The clarity, brevity and clarity of a schematic presentation will allow the reader to understand and assimilate complex, voluminous legal material. Teachers can use the manual as a reference material, students - in short terms repeat the topics covered in preparation for an exam or test, and practitioners - quickly and correctly solve a work problem.

Doctor of Law, Professor of the Department of Entrepreneurship
law of the Faculty of Law of Moscow State University
named after M.V. Lomonosov
I.S. Shitkina.

INDEX OF ABBREVIATIONS

1. JSC - joint stock company.

2. EGM - extraordinary general meeting shareholders.

3. AGM - annual general meeting of shareholders

4. CJSC - closed joint stock company.

5. KIO - collegial executive body.

6. NS - supervisory board.

7. OJSC - open joint stock company.

8. LLC - a limited liability company.

9. OSA - general meeting of shareholders.

10. GMS - general meeting of participants of the company

11. PJSC - public joint stock company.

12. SD - board of directors.

2. APC RF - Arbitration Procedure Code of the Russian Federation. (as amended and added) // SZ RF. 1996. N 17. St. 1918. - Law on Protection of Competition (as amended and supplemented) // SZ RF. 2011. N 49 (part 1). Article 7013.

24. Law of the Russian Federation of June 29, 2015 N 210-FZ - Federal Law of the Russian Federation of June 29, 2015 N 210-FZ "On Amending Certain Legislative Acts of the Russian Federation and Recognizing Certain Provisions of Legislative Acts of the Russian Federation as Invalid" // SZ RF. 2015. N 27. Art. 4001.

25. Law of May 5, 2014 N 99-FZ - Federal Law Russian Federation dated May 5, 2014 N 99-FZ "On Amending Chapter 4 of Part One of the Civil Code of the Russian Federation and on Recognizing Certain Provisions of Legislative Acts of the Russian Federation as Invalid" // SZ RF. 2014. N 19. Art. 2304.

26. Decree of the Government of the Russian Federation of December 3, 2004 N 738 - Decree of the Government of the Russian Federation of December 3, 2004 N 738 "On the management of federally owned shares of joint-stock companies and the use of a special right for the participation of the Russian Federation in the management of joint-stock companies ("Golden Share" ) // SZ RF, 2004, N 50, St. 5073.

27. Issue standards - Regulation of the Bank of Russia dated August 11, 2014 N 428-P "On the standards for the issue of securities, the procedure for state registration of an issue (additional issue) of issue-grade securities, state registration of reports on the results of an issue (additional issue) of issue-grade securities and registration of securities prospectuses" // Bulletin of the Bank of Russia. 2014. N 89-90.

28. Instruction of the Bank of Russia N 135-I - Instruction of the Bank of Russia N 135-I "On the procedure for the Bank of Russia to make a decision on the state registration of credit institutions and the issuance of licenses for banking operations" (with amendments and additions) // Bulletin of the Bank of Russia. 2010. No. 23.

29. Regulation of the Bank of Russia N 242-P dated December 16, 2003 - Regulation of the Bank of Russia dated December 16, 2003 N 242-P "On the organization of internal control in credit institutions and banking groups" // Bulletin of the Bank of Russia. 2004. No. 7.

30. Regulation of the Bank of Russia N 477-P dated July 5, 2015 - Regulation of the Bank of Russia dated July 5, 2015 N 477-P "On the requirements for the procedure for performing certain actions in connection with the acquisition of more than 30 percent of the shares of a joint-stock company and on the exercise of state control for the acquisition of shares of a joint-stock company" // Bulletin of the Bank of Russia. 2010. No. 23.

31. Regulation on information disclosure - Regulation of the Bank of Russia dated December 30, 2014 N 454-P "On disclosure of information by issuers of issue-grade securities" // Bulletin of the Bank of Russia. 2015. No. 18-19.

32. Decree of the Plenum of the Supreme Court of the Russian Federation of June 2, 2015 N 21 - Resolution of the Plenum of the Supreme Court of June 2, 2015 N 21 "On some issues that arose with the courts in the application of legislation governing the work of the head of the organization and members of the collegial executive body of the organization" // Bulletin RF Armed Forces. 2015. N 7.

33. Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation of May 16, 2014 N 28 - Resolution of the Plenum of the Supreme Arbitration Court of May 16, 2014 N 28 "On Some Issues Related to Challenging Major Transactions and Transactions with Interest" // Bulletin of the Supreme Arbitration Court of the Russian Federation. 2014. N 6.

34. Decree of the Plenum of the Supreme Court of the Russian Federation of June 23, 2015 N 25 - Resolution of the Plenum of the Supreme Court of the Russian Federation of June 23, 2015 N 25 "On the application by the courts of certain provisions of Section I of Part One of the Civil Code of the Russian Federation" // Bulletin of the Armed Forces of the Russian Federation. 2015. No. 8.

35. Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation N 61 - Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation of July 30, 2013 N 61 "On some issues of the practice of resolving disputes related to the reliability of the address of a legal entity" // Bulletin of the Supreme Arbitration Court of the Russian Federation. 2013. N 9.

36. Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation of July 30, 2013 N 62 - Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation of July 30, 2013 N 62 "On some issues of compensation for losses by persons who are part of the bodies of a legal entity" // Bulletin of the Supreme Arbitration Court of the Russian Federation. 2013. No. 10.

Authorized capital of business companies

The authorized capital of a business company is made up of the nominal value of shares (shares) of the company acquired by shareholders (participants). The authorized capital is the total value (or monetary value) of the property contributed by all founders (participants) as payment for the acquired right to participate in the company. That is, the amount of the authorized capital indicated in the charter of the company is a nominal, nominal figure, which determines only the aggregate assessment of the participants' contributions at the time they are made.

The authorized capital, in fact, does not reflect the real value of the property owned by the company, which can be either more or less than the authorized capital<1>. The authorized capital is only one of the sources of formation of the property of a business entity.

The size of the authorized capital, fixed in the charter of the company, may not correspond to the value of the money and property actually received by the company. Firstly, the founders of the company are required to form the authorized capital in full only within a year from the date of registration of the business company (clause 1, article 34 of the Law on JSC, clause 1 of article 16 of the Law on LLC). That is, during the first year of its existence, the company can have only half of the value of the authorized capital. Secondly, the types of property contributed to the authorized capital and its valuation are determined by the founders when the company is founded, which does not exclude the subjective assessment of the value of the authorized capital. According to paragraph 3 of Art. 34 of the JSC Law, the value of the monetary valuation of property made by the founders of the company and the board of directors of the company cannot be higher than the value of the valuation made by an independent appraiser. Thus, the value of the authorized capital may be lower than the real value of the contributed property. Abuses of the founders are also possible in connection with the overestimation of the cost of deposits. Shares (participation interests) may also be paid for at a price exceeding their nominal value. In this case, the company generates share premium.

In the legislation, the authorized capital is defined as the minimum amount of the company's property that guarantees the interests of its creditors (clause 1, article 25 of the JSC Law, clause 1, article 14 of the LLC Law).

Understanding the essence of the authorized capital is possible through the definition of its functions.

three main functions that the authorized capital of a business entity must perform:

Material and security - the property contributed as payment for the contribution constitutes the material basis for the activities of the company when it arises and during its further functioning;

Guaranteed - the company is liable to creditors within the limits of its property, which cannot be less than the authorized capital;

Distribution - through the authorized capital, the share of participation of each shareholder (participant) in the company and its profits is determined<1>.

The authorized capital is the money or property contributed by the founders during the registration of the LLC. In accordance with paragraph 1 of Art. 14 of Federal Law No. 14-FZ "On LLC", the authorized capital of an LLC determines the minimum amount of its property that guarantees the interests of its creditors, and is made up of the nominal value of the shares of its participants.

Authorized capital functions

1) Distribution - through the authorized capital, the share of participation of each shareholder in the company and its profit is determined

2) Materially - security - the property contributed to pay for the contribution constitutes the material basis for the activities of the company when it arises and during its further functioning.

3) Guarantee - the company is liable to creditors in the aisles of its property, which cannot be less than the authorized capital.

warranty function. In essence, the share capital is a part of the corporation's property intended for repayment with creditors, it is, as it were, the minimum funds, the availability of which is always guaranteed by the corporation. In the balance sheet of a corporation, equity capital is always treated as a liability item. Only the balance (net) profit, which is the difference between the asset and debt obligations of the company, plus share capital, is subject to distribution as a dividend.

The size of the authorized capital. Contributions to the authorized capital. The procedure for the formation of the authorized capital. Consequences of late payment of the authorized capital.

The minimum amount of the authorized capital of a public joint-stock company is 100 thousand rubles. non-public JSC and LLC 10 thousand rubles.

The minimum authorized capital of a business entity must be paid in cash

Authorized capital of LLC

When creating a limited liability company, the founders pay at least half of the authorized capital before the state registration of the organization.

It should be noted that, since it is impossible to open a current account before state registration, they first open a special accumulative account, to which they contribute at least half of the authorized capital. After state registration, the bank transfers the founders’ money from the savings account to the organization’s current account. The rest of the authorized capital is paid within a year after state registration, if the founders wish, this period can be reduced by the agreement (decision) on the establishment of the organization

Authorized capital of CJSC, OJSC

When creating a joint-stock company, the founders pay half (50%) of the authorized capital within 3 (three) months after state registration.

It should be noted that until the founders contribute 50% of the authorized capital of the joint-stock company, the organization is not entitled to make civil actions. For example, to conclude contracts with suppliers, buyers, etc.

The rest of the authorized capital is paid by the founders within a year after state registration, and this period can be reduced by an agreement on the establishment of a joint-stock company.

The procedure for making contributions to the authorized capital

Contributions to the authorized capital can be made:

Money - transfer of funds to the settlement (special accumulative) account of the organization;

Property (fixed assets, intangible assets, materials, etc.).

Consequences of late payment of the authorized capital.

LEGAL CONSEQUENCES OF INCOMPLETE PAYMENT OF A SHARE IN THE AUTHORIZED CAPITAL OF A JSC

In a joint-stock company in case of incomplete payment of shares within the established period, the ownership of the shares, the offering price of which corresponds to the unpaid amount (the value of the property not transferred in payment for the shares), shall be transferred to the company. Shares, the ownership of which has been transferred to the company, do not provide the right to vote, are not taken into account when counting votes, and dividends are not accrued on them. The specified shares must be sold by the company within one year from the date of their acquisition, otherwise the company is obliged to make a decision within a reasonable time to reduce its authorized capital by redeeming such shares.

Incomplete payment of the company's shares during its establishment entails the restriction of its legal capacity. Before payment of 50% of the shares of the company distributed among its founders, the company is not entitled to make transactions that are not related to the establishment of the company