Most small companies are registered with minimum investment. There comes a time when business development requires an increase in the authorized capital of an LLC. How is this procedure going in 2019? How long does it take? What documents are required? Read about it in our article.

Conditions for increasing the authorized capital

The legislation does not regulate the frequency of transformation (CC), it can be increased as many times as necessary. Therefore, small and medium-sized enterprises, due to lack of capital and uncertainty about the success of product promotion, are registered with a minimum capital. Its maximum size is also not set.

You can increase it under the following conditions:

• The initial amount has been paid in full.
• The company's net assets over the past three years have exceeded the company's authorized capital and exceeded the minimum value of 10,000 rubles established by law.

If they are less, then the enterprise has signs of bankruptcy and registration of changes will be refused. The company is under scrutiny credit organizations, tax and prosecutor's office. The size of the authorized capital is an indicator of business stability. The larger it is, the more attractive the organization for investors, contractors, credit institutions and customers. Replenishment of the capital of the enterprise is not subject to taxation.

In what cases is it necessary to increase the authorized capital:

1. When a new member enters the LLC;
2. If one or more owners wish to increase their share in the organization;
3. If there is a change in the type of activity in which the legislation establishes a different minimum amount of the Criminal Code;
4. If the company was formed before 2008, and its Criminal Code does not meet current standards Civil Code RF;
5. To increase competitiveness in tenders and trading floors, at the request of investors.

How can you replenish the capital of an LLC? You can deposit money, property, securities and other property rights (clause 1, article 15 of the Law "On Limited Liability Companies" 14-FZ).

Increase in the authorized capital by the sole participant

Registration of replenishment is simple. A decision is created and approved, amendments to the charter are being prepared. The amount of replenishment is deposited to the current account, money is also allowed to be deposited through the cashier. An application in the form P13001 is filled in and certified by a notary, the state duty is paid. Documents are sent to the inspection of the Federal Tax Service. After the changes, only the value of the share increases, and the size is also 100 percent.

Step-by-step instructions for increasing the authorized capital of an LLC

Step 1. The owners make a decision to increase the authorized capital, distribute shares, and choose ways to deposit funds.

The increase is possible at the expense of the money of one or more owners or by a new founder, if he is a member of the company. There are two adjustment options if the composition of the owners of the LLC does not change.

Method 1. One of the participants unilaterally contributes money or property.

A businessman writes a statement that is approved by the director (or general director) of the company and discussed at a general meeting of owners. According to Article 19 of Law 14-FZ, the decision to adjust the value of the owners' shares is made by a majority vote, but not less than 60 percent. This case affects the changes of parts of all participants. Not only the nominal values ​​​​of the parts of each change, but also their percentage.

Method 2: When the decision to replenish the contribution to the Criminal Code is collective.

The minutes of the meeting of participants are drawn up, in which all conditions are specified.

Increase in the authorized capital by a new member of the LLC

When one more participant is admitted to the founders of the company, an application is written indicating the part and the amount that he wants to acquire. It is considered and approved only unanimously at the general meeting. The property of the newly accepted investor cannot exceed the share of each of the founders of the firm. What if one of the participants is against the changes? The Constitutional Court of Russia, in Resolution No. 3-P of February 21, 2014, explained: the disagreement of one of the co-owners of an LLC cannot be an obstacle to increasing the company's authorized capital. In this case, the dissenting co-owner is left with the amount of his down payment and its share is automatically reduced.

Step 2. Contribution of shares to the charter capital of LLC

If the capital increase is paid for with money that is transferred to the company's bank account, then the credit institution issues a bank receipt order. In the column the reason for payment is indicated: “Contributions to the Criminal Code”. You can deposit money into the cash desk of the enterprise. Based on the results, an incoming cash order will be issued, where the number and date of the minutes of the general meeting of participants will be entered into the basis of payment.

Increasing the authorized capital of an LLC at the expense of the property of the LLC

When the property of the company is brought in, an act of acceptance and transfer is drawn up, where the basis of the operation is also recorded. The amount of property contributed to the authorized capital in the document is confirmed by an independent assessment. If a decision is made to increase at the expense of the company's property, the size of the shares of the owners does not change, only their value increases.

Replenishment of LLC capital with the help of securities

It is possible only in joint-stock companies by issuing additional shares. A co-founder of an LLC can pay a promissory note to pay for his share if its amount exceeds 20 thousand rubles (an independent assessment is required). The final price is adopted at the general meeting unanimously and approved by the head of the enterprise. It should not be higher than the expert's estimate (clause 2, article 15 of Law 14-FZ). Further, the bill is accounted for in the accounting department. The participant who made it receives a certificate of fulfillment of obligations.

Important! The charter of the company may contain a restriction on the increase of capital at the expense of promissory notes, then this method is not possible

The term for depositing funds to replenish the UK is no more than 6 months after the decision is made. It is established at the general meeting of the founders, following which a protocol is drawn up. If one of the owners of the company in deadlines have not fulfilled their obligations, the company is obliged to return the money to those who have already contributed them. In case of non-return, entrepreneurs have the right to go to court and demand payment of interest in accordance with Art. 395 of the Civil Code of the Russian Federation.

Step 3. Notarization, fee payment

A notary must certify an application in the form P13001 (the applicant may be the head of the organization or a person acting by proxy) and the original and a copy of the minutes of the general meeting. Before submitting a package of documents to the tax office, you need to pay a state duty for registration actions - 800 rubles (you can generate a form on the website of the Federal Tax Service) ..

Step 4. Submission of documents to the Federal Tax Service for registration of an increase in the authorized capital

The list of documents for registration that must be sent to the tax authorities within a month after depositing funds or property in the Criminal Code:

1. Application (you can fill out on the portal of the Federal Tax Service or download a sample),
2. The charter in the new edition in two copies (stitched and certified by the tax service),
3. Decision of the sole owner or minutes of the general meeting (with several founders),
4. Receipt for payment of state duty,
5. Copies of documents confirming the making of deposits,
6. Power of Attorney (if the application is not given by the head).

You can submit a package of documents in person at the IFTS or through the MFC. The original minutes of the meeting of the founders will be required. The provision of these papers on the tax website is not provided, but you can make an appointment with the IFTS online. This will eliminate the need to stand in line.

Step 5. Receipt of documents

Registration takes place within 5 working days. After it are issued: an extract from a single state register legal entities with updated data on the size of the authorized capital and information about the founders, the charter in the new edition.

Photo by Boris Maltsev

The authorized capital (hereinafter referred to as the MC) is the amount fixed in the constituent documents of an organization that has passed state registration. The Criminal Code determines the minimum amount of property of a legal entity that guarantees the interests of its creditors.

Authorized capital of the joint-stock company

In accordance with Art. 34 of the Federal Law of December 26, 1995, No. 208-FZ “On Joint-Stock Companies” (hereinafter - Law No. 208-FZ), payment for shares distributed among the founders of a company upon its establishment, additional shares placed by subscription, can be made in cash, valuable papers, other things or property rights or other rights having a monetary value. The form of payment for shares is determined by the agreement on the establishment of the company, additional shares - by the decision on their placement.

It is impossible to carry out an open subscription for shares of the company until the authorized capital is paid in full.

When a JSC is established, all its shares must be distributed among the founders.

The increase in the authorized capital of a joint-stock company is regulated by the norms of Art. 100 of the Civil Code of the Russian Federation and Law No. 208-FZ.

JSC has the right to increase the authorized capital by increasing the par value of shares or issuing additional shares. An increase in the authorized capital of a joint-stock company is allowed after its full payment (Article 100 of the Civil Code of the Russian Federation, Article 28 of Law No. 208-FZ).

An increase in the authorized capital by placing additional shares may be carried out at the expense of the company's property. The increase in the authorized capital by increasing the nominal value of shares is carried out only at the expense of the property of the company (clauses 1 and 5 of article 28 of Law No. 208-FZ).

Amendments and additions to the charter of the company, including changes related to an increase in the authorized capital, are made based on the results of the placement of shares on the basis of a decision of the general meeting of shareholders to increase the authorized capital of the company or a decision of the board of directors (supervisory board) of the company, if in accordance with the charter society, the latter has the right to make such a decision (clause 2, article 12 of Law No. 208-FZ).

Changes and additions made to the charter of the company are subject to state registration in the manner prescribed by Art. 13 of Law No. 208-FZ.

Authorized capital of a limited liability company

Each founder of the company must pay in full his share in authorized capital within the period determined by the agreement on the foundation of the company, or in the case of the foundation of the company by one person, by the decision on the foundation of the company. The term of such payment should not exceed four months from the date of state registration of the company. At the same time, the share of each founder of an LLC can be paid at a price not lower than its nominal value (Article 16 of Law No. 14-FZ).

It is not allowed to release the founder of the company from the obligation to pay a share in its authorized capital.

In case of incomplete payment of a share in the authorized capital within the period determined in accordance with paragraph 1 of Art. 16 of Law No. 14-FZ, the unpaid part of the share passes to the company. This part of the share of the LLC must be realized in the manner and terms established by Art. 24 of Law No. 14-FZ.

An increase in the authorized capital of a company can be achieved at the expense of the property of the company, and (or) at the expense of additional contributions from the participants of the company, and (or), if this is not prohibited by its charter, at the expense of contributions from third parties accepted into the company (Article 17 of Law No. 14 -FZ).

The fact of the decision of the general meeting of participants to increase the authorized capital and the composition of the company's participants present at the adoption of this decision must be confirmed by notarization (clause 3 of article 17 of Law No. 14-FZ).

Increasing the authorized capital of the JSC through additional contributions from participants (shareholders)

1. An operation to increase the authorized capital by issuing additional shares.

• Accounting

To account 80, sub-accounts and analytical accounts are opened in order to ensure the recording of information on the founders of the company, types of shares and stages of formation of the authorized capital.

To account for settlements with founders, account 75 “Settlements with founders” is provided. Analytical accounting for it is maintained for each founder, except for accounting for settlements with shareholders - owners of bearer shares.

• income tax

Example 1

The authorized capital of the JSC is 3,500,000 rubles. and consists of 100 ordinary shares with a par value of 3,500 rubles. each. To raise additional funds, the Board of Directors decided to increase the authorized capital by 500,000 rubles.

The following entries will be made in the accounting records of the company:

Debit 75, subaccount 1 “Settlements on contributions to the authorized capital”, Credit 80, subaccount 1 “Declared capital” - 500,000 rubles. — reflects the debt of the founders on contributions to the authorized capital after the state registration of changes in the constituent documents;

Debit 80, subaccount 1 "Declared capital", Credit 80, subaccount 2 "Subscribed capital" - 500,000 rubles. — reflects the results of subscription for shares;

Debit 51 "Settlement account", Credit 75, sub-account 1 "Settlements on contributions to the authorized capital" - 500,000 rubles. — funds were received on the current account in payment for additionally placed shares;

Debit 80, sub-account 2 "Subscribed capital", Credit 80, sub-account 3 "Paid-in capital" - 500,000 rubles. - reflects the amount of paid-in capital.

2. Operations to increase the authorized capital of the LLC at the expense of additional contributions in cash and fixed assets.

• Accounting

Cash and fixed assets received as a contribution to the authorized capital are not recognized as income for accounting purposes (clause 2 of the Regulation on accounting"Income of the organization" (PBU 9/99), approved by order of the Ministry of Finance of Russia dated May 6, 1999 No. 32n).

Fixed assets are accepted for accounting at their original cost (clause 7 of the Accounting Regulations “Accounting for fixed assets” (PBU 6/01), approved by order of the Ministry of Finance of Russia dated 30.03.01 No. 26n).

The initial cost of fixed assets contributed as a contribution to the authorized (share) capital is recognized as their monetary value, agreed by the founders (participants) of the organization (clause 9 PBU 6/01).

The amount of VAT recovered by a participant upon transfer of a fixed asset and indicated in the documents that formalize the transfer of a contribution to the authorized capital is attributed to an increase in additional capital (letters of the Ministry of Finance of Russia dated December 19, 06 No. 07-05-06 / 302, Moscow dated July 4, 2007, No. 19-11/063175).

When transferring a fixed asset as a contribution to the management company, a member of the company is obliged to restore the amount of VAT previously accepted by him for deduction on this fixed asset in proportion to its residual (book) value, excluding revaluation (clause 1 clause 3 article 170 of the Tax Code of the Russian Federation ). The specified amount of VAT is subject to tax deduction from an organization accepting a contribution to the authorized capital, provided that this fixed asset is registered and used to carry out transactions recognized as objects of VAT taxation (paragraph 3, paragraph 1, paragraph 3, article 170, paragraph 11, article 171, clause 8, article 172 of the Tax Code of the Russian Federation).

• Corporate income tax

The fixed asset received as a contribution to the authorized capital is depreciable property and is accepted for accounting at the residual value, which is determined according to the data tax accounting transferring party on the date of transfer of ownership of this fixed asset (clause 1, article 256, clause 1, article 277 of the Tax Code of the Russian Federation).

Example 2

The authorized capital of LLC is increased by 1,000,000 rubles. through additional contributions from participants. As a contribution to the Criminal Code, the first participant (legal entity) transfers the fixed asset, the monetary value of which, agreed by the participants and confirmed by an independent appraiser, is 500,000 rubles, the second participant ( individual) contributes cash in the amount of 500,000 rubles. The share of each participant is 50% of the authorized capital. The nominal value of the share of each participant increases by the amount of his additional contribution (500,000 rubles). According to accounting and tax accounting, the residual value of the fixed asset of the transferring party is 500,000 rubles. The amount of VAT recovered by the participant upon transfer of the fixed asset is 90,000 rubles. This amount is not recognized as a contribution to the authorized capital of the LLC. The organization uses the accrual method for income tax purposes.

In the accounting of the organization, an increase in the authorized capital due to additional contributions of participants (in cash and the transfer of fixed assets) must be reflected as follows (Table 1).

• Increase in the authorized capital at the expense of the property of the organization

• Increase in authorized capital due to:

• Corporate income tax

Example 3

The general meeting of participants of the LLC decided to increase the authorized capital by 500,000 rubles. by increasing the nominal share of participants at the expense of part of the retained earnings of the previous year. Registration of changes in the charter was made on October 25, 2016. On this date, the following entry must be made in the accounting of LLC: Debit 84, Credit 80 - 500,000 rubles. (increased UK).

Example 4

On November 25, 2016, the meeting of shareholders decided to increase the authorized capital of the joint-stock company by 6,000,000 rubles. by increasing the nominal value of shares at the expense of additional capital. At the time of the decision, share premium was 7,800,000 rubles. Registration of changes in the charter was made on December 5, 2016. On this date, the following entry must be made in the organization's accounting records: Debit 83, Credit 80 - 6,000,000 rubles. (increased UK).

Increase in the authorized capital at the expense of contributions to the authorized capital of the property of third parties

The procedure for such an increase is established in Art. 19 of Law No. 14-FZ.

The general meeting of LLC participants may decide to increase the Criminal Code on the basis of a third party's application for admission to the company and making a contribution (paragraph 1, clause 2, article 19 of Law No. 14-FZ). Simultaneously with this decision, decisions must be made on admitting the said person to the company, amending the charter of the LLC in connection with an increase in the authorized capital, determining the nominal value and size of the third party's share, as well as changing the size of the shares of the company's participants. At the same time, the nominal value of the share that is acquired by each third person admitted to the company should not be more than the value of his contribution (paragraph 3, clause 2, article 19 of Law No. 14-FZ).

The contribution must be made by a third party within 6 months from the date of the adoption of these decisions (paragraph 5, clause 2, article 19 of Law No. 14-FZ).

Shares in the authorized capital of an LLC can be paid in cash (clause 1, article 15 of Law No. 14-FZ).

If the nominal value of the share of a member of the company in its authorized capital, paid in non-monetary funds, is more than 20,000 rubles, an independent appraiser must be involved in order to determine the value of this property. The nominal value of the share paid for by such non-monetary funds cannot exceed the amount of the valuation of the said property, determined by an independent appraiser (paragraph 2, clause 2, article 15 of Law No. 14-FZ).

According to paragraphs 1, 2, paragraph 4 of Art. 12, Art. 13 of Law No. 14-FZ, amendments to the charter of an LLC are made by decision of the general meeting of participants in the company and are subject to state registration, which is carried out on the basis of the relevant application of the company in the manner prescribed by Art. 17, 18, 19 of the Federal Law of August 8, 2001 No. 129-FZ “On State Registration legal entities and individual entrepreneurs.

This application and other documents for state registration of changes in connection with an increase in the authorized capital of the company, the admission of a third party to an LLC, determining the nominal value and size of the share of this person and changing the size of the shares of participants in the LLC, as well as documents confirming the full contribution of the third party , must be submitted to the Federal Tax Service of Russia within a month from the date of making a contribution by a third party on the basis of his application (clause 2.1, article 19 of Law No. 14-FZ, clause 1 of the Regulations on the Federal Tax Service, approved by the Decree of the Government of the Russian Federation of September 30, 2004 No. 506).

• Accounting

• value added tax

When transferring a fixed asset as a contribution to the authorized capital, a member of the company is obliged to restore the amount of VAT previously accepted for deduction on this fixed asset in proportion to its residual (book) value, excluding revaluation (clause 1 clause 3 article 170 of the Tax Code RF).

The amount of VAT restored for payment to the budget is indicated in the documents that formalize the transfer of the fixed asset. This amount of VAT is subject to tax deduction from an organization accepting a contribution to the authorized capital, provided that this fixed asset is registered and used to carry out operations recognized as objects of VAT taxation (paragraph 3, clause 1, clause 3, article 170, clause 11 article 171, paragraph 8 article 172 of the Tax Code of the Russian Federation).

An invoice for deduction is not required, and the purchase book registers documents that formalize the transfer of property (clause 14 of the Rules for maintaining a purchase book used in calculating value added tax, approved by Decree of the Government of the Russian Federation of December 26, 2011 No. 1137) .

• Corporate income tax

Example 5

Based on the decision of the general meeting of founders, the LLC increases its authorized capital at the expense of a contribution from a third party in the amount of 150,000 rubles. As a payment for the deposit, a third party transferred funds to the settlement account of the organization. In accounting, the operation to increase the authorized capital at the expense of the specified source must be reflected as follows (Table 2).

(the contribution of a third party to the authorized capital exceeds the nominal value of the share). The participants of the company are two legal entities, each of which owns a 50% share of the authorized capital. The UK before the increase is 300,000 rubles. The nominal value of the share acquired by a third party agreed upon by the participants is 200,000 rubles. According to the accounting and tax records of the transferring party, the residual value of the fixed asset is 250,000 rubles. The cost of the fixed asset contributed as payment for the share by a third party, according to an independent appraiser, is 250,000 rubles. The charter of an LLC does not prohibit the admission of third parties to the company. The amount of VAT recovered by the participant upon transfer of the fixed asset is 45,000 rubles. This amount is not recognized as a contribution to the authorized capital of the LLC.

Based on the application of a third party (legal) to accept it into the company and make a contribution, if a fixed asset is made as a contribution, an increase in the authorized capital must be reflected in the LLC's accounting as follows (Table 3).

(the cash contribution of a third party to the authorized capital exceeds the nominal value of the share). The charter of an LLC does not prohibit the admission of third parties to the company. The authorized capital of the company before the increase is 100,000 rubles. The contribution of a third party is 250,000 rubles, the nominal value of the share of this participant is 150,000 rubles.

In LLC accounting, an increase in the authorized capital must be reflected as follows (Table 4).

Increase in the authorized capital by converting bonds into shares of the company

In the case under consideration, two issues of securities are actually carried out: convertible bonds and shares into which the bonds will be converted.

We note that in accordance with Art. 24 of Law No. 39-FZ, each issue is subject to registration.

In accounting, transactions for the redemption of bonds and their conversion into shares must be reflected as follows:

redemption of bonds - Debit 66 "Settlements on short-term loans and borrowings", Credit 76 "Other debtors and creditors"; payment to investors who refused to convert bonds into shares - Debit 76, Credit 51; contributions of investors who have used the right to convert, in payment for shares - Debit 76, Credit 75.

After the state registration of changes in the constituent documents of the joint-stock company related to the increase in the authorized capital by issuing additional shares that are placed through conversion, an entry should be made for the amount of the increase in the authorized capital: Debit 75; Credit 80. In this case, the difference between the par value of bonds convertible into shares and the par value of shares placed by means of conversion is attributed to additional capital: Debit 75; Credit 83 "Additional capital".

• Corporate income tax

Example 8

The joint-stock company issued interest-bearing bonds convertible into shares with a par value of 1,500 rubles. in the amount of 10,000 pcs. in the amount of 15 million rubles. The maturity of the bonds is 2 years, the maturity date is September 15, 2016. In accordance with the terms of the issue, investors have the right to redeem the issued bonds by converting them into shares. One bond with a nominal value of 1500 rubles. converted into one ordinary share with a par value of 1200 rubles. As of September 15, 2016, these bonds are listed on account 66 “Settlements on short-term loans and borrowings”. The owners of 7500 bonds took advantage of the conversion right. Changes in the charter were registered on 10/25/16.

The following entries will be made in the accounting of JSC (Table 5).

The operation to increase the authorized capital in an LLC is used for different purposes. Someone invests money or property in a business, someone solves the issue of accounts payable in this way, and for someone it is a way to transfer company funds. In any case, the procedure for registering these changes in the Unified State Register of Legal Entities is the same.

There is a slight difference between the increase at the expense of existing participants, and at the expense of third parties (respectively, paragraphs 1 and 2 of article 19 of the Federal Law of February 8, 1998 No. 14-FZ "On Limited Liability Companies", hereinafter - 14-FZ). Namely, in case of an increase by participants, a decision of the general meeting is needed to recognize the increase in the authorized capital as valid.

The charter of your LLC should allow an increase in the authorized capital of the company at the expense of contributions from third parties. Otherwise, make the necessary changes to it.

To prepare an application P13001 for an increase in the authorized capital of an LLC at the expense of a contribution from third parties, we will need:

1. OGRN and TIN of the Company;

2. A document certifying the amount of the authorized capital and the size of the shares of the participants in the LLC (extract from the Unified State Register of Legal Entities);

3. Passport data of the head (general director of LLC);

4. Personal TIN of the head, if any ();

5. Passport data of third parties that are members of the LLC (OGRN, TIN if it is a legal entity);

6. Personal TIN of participants and third parties, if any ().

In order to increase the authorized capital of an LLC at the expense of the contribution of third parties, we will need to submit the following documents to the tax authority:

1. Notarized application in the form P13001;

2. Application for admission to the LLC, with a mark of receipt, signature and seal of the gene. director. If there are several persons received - from each;

3. Decision/minutes on accepting a new participant in the LLC, determining the size and value of shares, and approving a new version of the charter;

4. A certificate issued by a notary after the decision has been made;

5. If the participants were also involved in the increase in the authorized capital, then the second decision / protocol on recognizing the increase as valid;

6. Charter of the LLC in the new edition or a sheet of amendments to the charter in two copies;

7. Documents confirming 100% payment for the shares of third parties that are members of the LLC. These can be receipts, payment orders, or cash receipts;

8. Receipt of payment of the state duty for making changes to the charter of the LLC (800 rubles);

9. Report of an independent appraiser, if the contributions were not made in cash.

When increasing the authorized capital of an LLC, in addition to the documents presented above, the notary will require:

1. Extract from the Unified State Register of Legal Entities (fresh);

2. The current version of the charter of the LLC;

3. Certificate of OGRN;

4. Certificate of TIN;

5. Decision (minutes) on the appointment of the head (general director of the LLC).

Attention!

As a rule, the originals of the above documents are more than enough. You can clarify the list of documents required to increase the authorized capital of an LLC directly from your notary.

1. A person (individual or legal) wishing to invest in a business must express their desire to do so in the form of an application. An example statement would look like this:

To the General Director of LLC "_____________________" Full name From gr. RF (LLC "______"; gr. USA) , FULL NAME (name, FI) Passport data / OGRN, TIN, address APPLICATION Please accept me as a member of _______________ LLC. I undertake to make a contribution to the authorized capital in the amount of ________ rubles until "___" _______20 __ (the maximum period is determined by the charter, but not more than 6 months from the date of the decision by the meeting of participants). I want to have a share in the authorized capital in the amount of ___% (either simple or decimal), with a nominal value of ____ rubles. Signature date Received by the Company "__" ______20__, General Director: ___________ / full name /

2. Since information on the size of the authorized capital should in without fail contained in the charter of the LLC (paragraph 5, clause 2, article 12 14-FZ), we prepare the charter of the LLC in a new edition, or a list of amendments to it. In our opinion, it is better to accept the new edition, so as not to produce extra papers in order to avoid their loss or rendering them unusable. We print out the charter in two copies, both are submitted to the tax office, you will receive one of them with a tax stamp after registration.

3. Amendments to the charter, in turn, will entail the convening of an extraordinary general meeting of participants. The issue of admitting a new participant to the company is also subject to resolution at the meeting (clause 2, article 19 14-FZ). We are preparing a protocol on increasing the authorized capital of LLC.

The following items are on the agenda:

1. On the election of the Chairman and the Secretary of the meeting (prescribes the obligatory presence of them). The decision is made by a majority vote of the participants present (paragraph 3, clause 8, article 37 of the 14-FZ).

2. On the admission of a new member to the company on the basis of his application. The decision is taken unanimously.

3. On increasing the authorized capital at the expense of his contribution. The decision is also taken unanimously.

4. On determining the size of the share of the new participant and its nominal value, as well as on changing the size of the shares of other participants (if they did not contribute anything to maintain the size of the shares). This decision must also be taken unanimously.

5. Approval of a new version of the company's charter in connection with an increase in the authorized capital. Here the number of votes must be at least two-thirds, unless the charter defines a larger threshold (clause 8, article 37 of 14-FZ).

6. Sometimes the clause “instruct the General Director of the Company to register the indicated changes in the Unified State Register of Legal Entities” is also added, but this issue does not fall within the competence of the meeting, unless it is provided for by the charter (clause 13, clause 2, article 33 14-FZ). Here, too, the decision is determined by a simple majority.

If there is only one participant in your LLC, he makes decisions on issues 2-6 from the list above, and draws up a document called “decision sole member».

4. A person admitted to the company pays his contribution to the authorized capital. The payment term is no later than that indicated in the application. This period is determined by the charter of the LLC, and cannot exceed 6 months from the moment the participants decide to accept a third party into the company (paragraph 5, clause 2, article 19 14-FZ).

If contributions are made not in money, but, for example, in property - in accordance with paragraph 2 of Art. 66.2 of the Civil Code of the Russian Federation in this case, a mandatory independent assessment of this property is required. Request the appraiser's report in two copies, one for the tax, the second for the society.

Sometimes the registering authority requires one more decision in the situation under consideration - to recognize the increase in the authorized capital as valid. This is not in line with Art. 19 14-FZ, such a decision is provided only with an increase in the authorized capital by existing participants. However, if, along with a third party, contributions to the authorized capital were also made by the participants, then another meeting will have to be convened, no later than one month after the full payment of the contributions.

At this meeting, the agenda includes the issue of recognizing the increase in the authorized capital as completed, and on amending the charter of the company in connection with the increase in the authorized capital (paragraph 3, clause 1, article 19). Since we have a mixed case here, the wording can be applied as follows:

"one. Recognize the increase in the authorized capital of the company at the expense of its participants and third parties as completed. Determine the size and par value of the shares in the following form:
(write in the table for each participant, both new and old)

2. Register in Unified State Register of Legal Entities changes in the charter of the company in connection with the changes that have taken place.

It is necessary to register the changes made within a month from the date of the decision to recognize the increase as valid, or within a month from the date of full payment of the contributions, if they were made only by third parties.

5. We fill out the application form P13001 for an increase in the authorized capital of an LLC at the expense of the contribution of third parties:

Download the current application form for state registration of changes made to the constituent documents of a legal entity - download form P13001 in Excel format and fill it out. A sample increase in the authorized capital of LLC 2019 in the form P13001 with explanations will help you with this. To view the sample and print the generated state duty, you will need free program to read PDF files, latest version which can be downloaded from the official Adobe Reader website.

In the presented sample of filling out form P13001, the authorized capital of an LLC is increased from 10,000 to 20,000 rubles. at the expense of third-party deposits (LLC REGINFO - 5,000 rubles and Ivanov I.I. - 5,000 rubles) accepted by the LLC.

Attention!

In the case of filling out the application form manually, the filling is done with a pen with black ink in capital block letters. Filling using software must be in capital letters in Courier New font, 18 points high;

Originals or copies of the TIN are not required when submitting documents for state registration of an increase in the charter capital of an LLC. However, if you have a TIN, it is obligatory to indicate them in the application; incorrect indication or their absence may result in refusal of registration! If the participant or leader did not receive a TIN, leave the TIN field blank. To find out the availability and number of the TIN according to the passport data, use the service of the Federal Tax Service -;

Addresses in the application form are indicated in accordance with FIAS and the requirements for the reduction of address objects;

Double-sided printing of documents submitted to the registration authority is prohibited;

Blank sheets, as well as completely blank pages of multi-page sheets of the application form, are not numbered, printed out, and are not included in the application submitted to the registration authority;

Before submitting for state registration in the corresponding line of sheet M of application P13001, the applicant (general director of LLC) puts his signature, the authenticity of which must be certified by a notary. Fields Full name and the signature of the applicant are filled out only by hand with a black ink pen and only in the presence of a notary. An application in the form P13001 is stitched by a notary;

From May 05, 2014, in case of filing an application by an authorized person, it is necessary notarised power of attorney(Federal Law N 129-FZ, Chapter III, Art. 9, item 1, second paragraph);

When registering changes in the P13001 form, the applicant is always the head of a permanent executive body (director or management company).

Information required when filling out the P13001 form:

6. At the moment, it is not necessary to flash documents when applying for state registration (Letter of the Federal Tax Service dated September 25, 2013 N SA-3-14 / [email protected]). The charter, as well as the protocol, if it contains more than one page, we fasten it with a stapler or simple paper clips. An application in the form P13001 is stitched by a notary.

7. In the formation of a receipt for payment of the state duty, we will help you, print it out and pay (800 rubles) without commission in any bank. Payment is made by the head (general director of LLC). We support the paid receipt to the top edge of the first sheet of application P13001.

8. The director of the LLC goes to the notary to certify his signature on the application P13001, taking his passport with him and required package LLC documents, which was mentioned above. The presence of LLC participants at the notary when certifying the application form P13001 and submitting documents to tax office not required.

Attention!

Since January 1, 2016, a new obligation has appeared - the fact that the decision of the meeting of participants to increase the authorized capital has been made, and the composition of the participants present at the meeting is subject to mandatory notarization. There is a conflict with Art. 67.1 of the Civil Code of the Russian Federation, which provides for other ways to confirm the decision (signing by all participants, signing only by the Chairman and Secretary of the meeting, audio-video recording, other methods). However, the legislator is not in a hurry to fulfill this incident, moreover, at the moment (03/17/2016) there is a controversial situation regarding the certification of the fact that such a decision was made by the sole participant. Federal Tax Service in letter No. GD-3-14 / [email protected] dated February 24, 2016, expressly indicated that the decision of the sole participant also needs to be certified, which contradicts paragraph 3 of Art. 17 14-FZ, where only the decision of the meeting is directly indicated. In any case, it is better to clarify with the registration authority where you are going to submit documents about the obligation of such a certificate specifically for them.

The notary, after certifying the decision, issues a certificate, which indicates the composition of the meeting, the agenda, and the decisions made. It is better to ask the notary for two copies, one for the registering authority, one for the society.

9. Then the director of the LLC goes to the tax office, taking his passport with him, and submits an application P13001, certified by a notary - 1 piece, applications for entry from new participants - 1 piece each, a decision (protocol) on increasing the authorized capital of the LLC - 1 piece, a certificate issued by a notary after certification of the fact of the decision (if necessary) - 1 pc., documents confirming 100% payment of the shares of new participants - 1 pc., charter of the LLC or a sheet of amendments to it - 2 pcs., paid state duty receipt - 1 pc. to the inspector at the registration window, after which he receives a receipt with the inspector's mark for receiving the documents submitted by the applicant to the registration authority.

You can track the state of readiness of documents using the service "Information about legal entities and individual entrepreneurs in respect of which documents for state registration are submitted".

10. A week later (5 working days), the director of the LLC goes with a passport and a receipt to the tax office and receives a record sheet of the unified state register of legal entities (the record sheet of the Unified State Register of Legal Entities), indicating an increase in the authorized capital of the LLC and a new version of the charter of the LLC with the seal of the tax inspectorate.

Attention!

Prepare a set of documents for an increase in the authorized capital in the form P13001 online

Do you want to make changes in connection with an increase in the authorized capital of an LLC, but do not want to understand the intricacies of filling out the P13001 form and are afraid to be refused? Use the online document processing service that will help you prepare documents for registration of changes without errors! Our lawyers will check the prepared documents and give the necessary advice and answers to any question.

An increase in the authorized capital of an LLC may be necessary in the following cases:

• in case of shortage working capital. Replenishment of working capital by increasing the authorized capital has a number of advantages over other methods, for example, contributions to the UK are not taxed (VAT, income tax), and the funds contributed to the authorized capital can be “spent” for financial and economic needs.
• the minimum size of the authorized capital is determined by licensing requirements. Legislation in certain cases determines the minimum amount of authorized capital, and compliance with these requirements affects the receipt of any licenses or permits.
• the entry of a new member into the composition.

The maximum amount of the authorized capital of an LLC - this amount is not defined and limited by law.

Conditions for increasing the UK

• An increase in the authorized capital of a Limited Liability Company is allowed only after its full payment (clause 1, article 17 of the Federal Law No. 14-FZ). That is, all LLC participants must fully pay their shares in the authorized capital.
• The amount by which the authorized capital is supposed to be increased cannot exceed the difference between the value of the LLC's net assets and the amount of the authorized capital and the Reserve Fund (see the example below).
• The value of the LLC's net assets at the end of the second and all subsequent years cannot be less than the authorized capital.
• The net asset value of the LLC at the end of the second and all subsequent years cannot be less than established by law at the time of registration of the Company minimum size authorized capital (10,000 rubles).

Ways to increase the authorized capital of an LLC

The authorized capital can be increased in three ways:

• At the expense of the Company's property;
• Due to additional contributions of the Company's members;
• Through contributions from third parties.

Increase in authorized capital at the expense of property

This decision of the members of the Company must be reflected in the Protocol General Assembly or Decision of the sole member of the LLC. If the Company has more than one participant, then this decision must be made by a majority vote of the General Meeting (at least two-thirds). The decision to increase the authorized capital should be made on the basis of the financial statements for the past year.

It is possible to increase the authorized capital at the expense of property by an amount not exceeding the difference between the net asset value (NAV) of the LLC and the amount of the authorized capital and reserve fund of the Company.

For example, the NAV is 30 thousand rubles, the authorized capital is 10 thousand rubles, reserve fund(RF) - 5 thousand rubles. You can increase the UK by 15 thousand rubles (NA minus the UK plus the Russian Federation).

An increase in the size of the authorized capital leads to an increase in the nominal value of the shares of the Company's members without changing the size of the shares. That is, if the participants had 50% each (nominal value - 5,000 rubles), then after increasing the authorized capital by 5,000 rubles, the nominal value of the share of each participant will be 7,500 rubles.

Changes in the size of the authorized capital at the expense of property must be registered in the prescribed manner. To register such a change, it is necessary to submit an application for state registration of changes to the statutory constituent documents of the LLC (Charter) to the registering authority. This application is filled out in accordance with the P13001 form, certified by a notary and signed by a person acting as the sole executive body of the Company (for example, CEO). The signature in the application confirms compliance with the conditions for the possibility of increasing the authorized capital at the expense of property.

It is necessary to submit an application for registration of changes to the registering authority within a month from the date of the decision to increase the Criminal Code. Along with the Application, other documents confirming the change in the amount of the authorized capital are also submitted.

The Application for Registration of Changes must indicate not only the increase in the authorized capital of the LLC, but also the increase in the nominal value of the shares of the participants in the legal entity.

Changes come into force (for third parties) from the moment of their state registration. The date of state registration of such changes is indicated in the Certificate of State Registration of Changes.

Minutes or Decision to increase the authorized capital at the expense of property

• 1. On the increase in the Criminal Code, indicating the size and source of formation;
• 2. Approval of the issue of distribution of shares between LLC participants. The ratio of shares of participants in the capital does not change!
• 3. On amendments to the Charter of the Company.

Package of documents for registration of changes

• Two applications (P13001 and P14001) - signed by the General Director, notarized;
• Minutes of the General Meeting or Decision of the sole participant of the LLC;
• A copy of the balance sheet for the previous year - stitched, numbered, signed by the General Director and certified by the seal of the Company;

Increase in the authorized capital due to additional contributions of LLC participants

The size of the authorized capital of an LLC may be increased by additional contributions from the Company's members (or the sole member). If there is more than one participant in the Company, then by the decision of the General Meeting (at least 2/3 of the votes must vote positively for this decision, unless otherwise provided by the Charter), a decision is made to increase the authorized capital (drawn up in the Minutes of the General Meeting). If there is only one participant in the Company, then this decision is made and formalized by the Decision of the sole participant of the LLC.

IN these documents(Minutes or Decision) must contain information on the total amount of additional contributions of the Company's participants and a single ratio for all participants between the amount of the participant's additional contribution and the amount by which the nominal value of his share is increased.

Members of the Company must make additional contributions within two months from the date of the Decision, unless otherwise provided by the Decision on the increase in the Criminal Code itself or the Charter. A member of an LLC cannot make a contribution exceeding the amount of his additional share in the capital.

Within a month after the deadline for making contributions, the General Meeting or the sole participant must approve the results (drawn up by the Minutes of the OS or the Decision of the participant) of making additional contributions and making changes related to this in the Charter of the Company.

Minutes or Decision to increase the authorized capital at the expense of additional contributions

The Protocol or Decision must contain the following items:

• 1. On an increase in the authorized capital, indicating the size and ratio between the value of an additional deposit and the amount by which the nominal value of its share is increased;
• 2. On the terms of payment for additional deposits and methods of payment (in property, in cash);
• 3. On amendments to the Charter of the Company;
• 4. About registration of the made changes.

It is necessary to submit documents for state registration of an increase in the authorized capital of a Limited Liability Company within one month from the date of approval of the results of making additional contributions. If the specified period is missed, the increase in the authorized capital is recognized as failed. For third parties, the increase in the Criminal Code takes effect from the moment of state registration of the changes.

In the event that the increase in the authorized capital is recognized as failed, the Company is obliged to return to the participants their contributions.

A package of documents for registering an increase in the authorized capital (additional contributions)

• Two applications (P13001 and P14001) - signed by the General Director, notarized;
• Charter in the new edition in two copies;
• Minutes of the General Meeting or the decision of the sole participant of the LLC on the approval of the results of the increase in the authorized capital;
• Documents confirming the full payment of additional deposits;
• Receipt of payment state duty- 800 rubles.

Documents confirming the full payment of additional deposits may be:

• Copies of payment orders (mandatory with a bank mark);
• Receipts for depositing cash to the account;
• Certificate from the bank on the receipt of funds to the account to pay for additional deposits
• Acts of acceptance and transfer of property (if deposits are paid for with property).

Increasing the authorized capital of LLC can also be carried out by making an additional contribution only by one of the members of the Company. In this case, the Minutes of the General Meeting must reflect the new distribution of participants' shares and their sizes. The decision of the General Meeting in this case must be taken unanimously by all members of the Company.

Increase in authorized capital at the expense of contributions from third parties

Increase in the authorized capital at the expense of the contribution of third parties most often used in cases where it is necessary to introduce a new member into the LLC or completely replace the members of the Company.

In order to include a third party as a member of an LLC and increase the authorized capital at the expense of its contribution, a certain procedure must be followed, which ends state registration implemented changes.

First of all, a person wishing to become a member sends an application to the Company with a request to accept him as a member, indicating the size of his share and the amount of contribution. The application also indicates the procedure, term for making and forms of the contribution (cash or property).

Upon consideration of the application, the General Meeting of Participants of the LLC (if there are several participants) or the sole participant of the Company must decide to increase the authorized capital and include a new person in the list of participants. The decision of the GMS is formalized by the Protocol, and the decision of the sole participant - by the Decision.

After the decision to increase the MC is made within six months, the additional contribution (contributions) must be paid.

Minutes or Decision to increase the authorized capital at the expense of the contribution of a new participant

• 1. On accepting a new member as a member of the LLC;
• 2. On an increase in the authorized capital with an indication of the new ratio of the shares of participants in the capital of the Company;
• 3. On the terms of payment for additional deposits and methods of payment (in property, in cash);
• 4. On amendments to the Charter of the Company (new size of the authorized capital);
• 5. About registration of the made changes.

On all issues on the agenda, unanimous decisions must be made.

A package of documents for registering an increase in the authorized capital (contributions of third parties)

• Two applications (P13001 and P14001) - signed by the General Director, notarized;
• Charter in the new edition in two copies;
• Minutes of the General Meeting or the decision of the sole participant of the LLC to increase the authorized capital;
• Documents confirming the full payment of additional deposits (see above);
• Acts independent evaluation property (if the deposits are paid for with property and its value exceeds 20 thousand rubles);
• Receipt of payment of the state fee - 800 rubles.

It is necessary to submit the specified set of documents to the registration authority within one month after payment of the additional deposit (contributions). If the specified period is not observed, the increase in the Criminal Code is recognized as failed. As in other cases, changes for third parties become effective from the date of state registration.

Tags: authorized, capital, increase, LLC, documents, protocol, decision