Withdrawal of a participant from an LLC (limited liability company)

Step-by-step instruction

The authorized capital of the Organization is 1,000,000 rubles, where the shares of participants are:

• Ivanov Ivan Ivanovich – 500,000 rubles. (50%);
• Druzhnikov Georgy Petrovich – 300,000 rubles. (thirty%);
• LLC "Zarya" - 200,000 rubles. (20%).

As of December 31 last year, the value of the company's net assets was RUB 4,000,000.

January 17 Ivanov I.I. submitted an application to resign from the Company.

On March 23, the Company transferred to Ivanov the actual value of his share minus personal income tax to his bank card.

On the same day, the Organization paid the personal income tax withheld for this operation to the budget.

Let's look at step-by-step instructions for creating an example. PDF

Return of part of the authorized capital to the founder-individual

In the event that the value of the corresponding part of the share is returned to the company's participants, or in the event that the authorized capital is reduced in accordance with the requirements of the legislation of the Russian Federation, the amount of such reduction in the authorized capital will not be included in the tax base when calculating income tax.

As already stated above, in accordance with Art. 66 of the Civil Code of the Russian Federation, property created through the contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activities, belongs to it (that is, the company) by right of ownership.

Withdrawal of a participant from the Company

Regulatory regulation

When a participant leaves the Company (LLC), his share passes to the Company itself (clause 6.1, Article 23 of the Federal Law of 02/08/1998 N 14-FZ).

No later than three months from the date of acceptance of the application for withdrawal from the LLC or within other periods established by the company, the actual value of his share in the authorized capital (AC) is paid to the withdrawn founder.

If the withdrawing participant refused to receive payment for the share in the management company, then the actual value of the share is the non-operating income of the company in terms of calculating income tax (Letter of the Ministry of Finance of the Russian Federation dated January 16, 2020 N 03-03-06/1/1609).

The actual cost is calculated only from the paid part of the participant’s share in the management company.

The actual value of the share is determined according to the financial statements for the last reporting period (clause 6.1 of Article 23 of the Federal Law of 02/08/1998 N 14-FZ).

Learn more about how to determine the size of net assets - Valuation of net assets.

The actual value of the share is paid out of the difference between the size of the net assets and the Company's capital.

At the time of withdrawal of a participant from the LLC, the amount of net assets must be greater than the amount of the Company's capital. Otherwise, the Company must reduce the amount of the authorized capital to the amount of net assets, but it cannot be less than the minimum amount of the authorized capital - 10,000 rubles. (Clause 8 of Article 23 of the Federal Law of 02/08/1998 N 14-FZ).

More details:

• Net assets, reduction of authorized capital
• Prohibited areas for spending net profit

Calculation of the actual value of a share

Check that the net assets are greater than the authorized capital:

• 4,000,000 rub. > 1,000,000 rub.

The difference between the size of the net assets and the capital stock of the LLC is sufficient to pay the actual value, therefore, the size of the capital stock does not need to be reduced!

Let's calculate the actual value of the share:

• 4,000,000 rub. *50% = 2,000,000 rub., where: 4,000,000 rub. – is the value of net assets;
• 50% is the paid share of the management company.

Accounting in 1C

Complete the document Operation entered manually in the Operations – Operations section.

Please indicate:

• Date – the date of the application for withdrawal of the LLC participant.

In the postings:

• change in the structure of the management company - transfer by the withdrawing participant of the share to the company: Debit - 80.09;
• Subconto – exited participant;
• Credit – 80.09;
• Subconto is the name of the LLC, i.e. our organization, to do this, enter its data in the Contractors directory;
• Amount – the nominal value of the share.

Amendments to the constituent documents related to changes in the structure of the company are subject to mandatory state registration (Article 18 of the Federal Law of 08.08.2001 N 129-FZ, paragraph 6 of Article 24 of the Federal Law of 08.02.1998 N 14-FZ).

Documents for registration are submitted within a month from the date of transfer of the share or part of the share to the company. (clause 7.1 of article 23 of the Federal Law of 02/08/1998 N 14-FZ).

When submitting documents not in electronic form, a fee is paid (clause 3, clause 1, article 333.33 of the Tax Code of the Russian Federation, clause 32, clause 3, article 333.35 of the Tax Code of the Russian Federation).

Changes to the Unified State Register of Legal Entities are made within 5 working days after receipt of the documents (Clause 1, Article 8 of the Federal Law of 08.08.2001 N 129-FZ).

Then, during the year, the company decides what to do with the share of the withdrawing participant. She may be:

• distributed free of charge among other participants (clause 2 of article 24 of the Federal Law of 02/08/1998 N 14-FZ);
• purchased by one or more participants or third parties, if this does not contradict the charter (clause 2 of article 24 of the Federal Law of 02/08/1998 N 14-FZ);
• repaid by reducing the capital (clause 5 of article 24 of the Federal Law of 02/08/1998 N 14-FZ).

Authorized capital: postings

The content of the article

Authorized capital is part of the organization’s own capital, representing the amount of funds invested by the owners to ensure authorized activities recorded in its constituent documents. This value determines the minimum size of property that guarantees the interests of creditors. Depending on the organizational and legal form, the authorized capital of an organization may be called authorized capital, mutual fund, or share capital. We will talk about synthetic and analytical accounting of authorized capital in our consultation.

The credit balance of account 80 must correspond to the amount of the authorized capital recorded in the constituent documents of the organization. This means that accounting entries for account 80 are made only after appropriate changes have been made to the constituent documents.

Transfer of the actual value of the share to the withdrawing participant

Income received when a participant (individual) leaves the LLC in the form of paid actual value of the share is subject to personal income tax (Article 209 of the Tax Code of the Russian Federation, clause 1 of Article 210 of the Tax Code of the Russian Federation, clause 3 of Article 214 of the Tax Code of the Russian Federation).

If the share belonged to an individual continuously for more than 5 years, then the income is not subject to personal income tax (clause 17.2 of Article 217 of the Tax Code of the Russian Federation).

For payment of the actual value of the share in cash, document the document Debiting from the current account in the Bank and cash department - Bank statements section.

Please indicate:

• Transaction type – Other write-off ;
• Recipient – ​​do not fill in, despite the fact that the field is underlined in red, it is not required to be filled in and does not affect the data;
• Amount – actual value minus personal income tax: (RUB 2,000,000 – RUB 2,000,000 *13% = RUB 1,740,000);
• Founders – retired participant;
• An expense item is a cash flow item with the type of movement Payments to owners in connection with the repurchase of shares (shares) from them or their withdrawal from the membership .

Postings according to the document

The document generates the posting:

• Dt 75.02 Kt - transfer of the actual value of the share to the withdrawing participant.

Postings 75 of the account for contributions to the authorized capital: to the current account, in the form of fixed assets and intangible assets

The fundamental procedure for creating any organization is the formation of its authorized capital. Founders and shareholders can use both cash and fixed assets (real estate, cars, equipment, etc.) as a contribution. The authorized capital is accounted for in accounting account 75. From this article you will learn how to reflect the founder’s contribution to the authorized capital in the transactions, depending on its type.

In order for an organization to be registered, it is necessary to contribute at least 50% of the authorized capital. But it should be noted that the legislation provides an exception for such an organizational and legal form as a joint-stock company. A joint stock company can obtain state registration without contributing authorized capital. But at the same time, half or more of the amount of the authorized capital must be paid for a period of no more than 3 months after state registration, the rest - no later than a year.

Withholding personal income tax from the actual value of the individual participant's share

Withholding personal income tax

The procedure for determining the tax base for calculating personal income tax is not specifically prescribed in the legislation. Accounting expert8 is guided by a more cautious position and believes that:

• income in the form of an excess of the paid actual value of the share over the cost of its acquisition is equated to dividends and is subject to personal income tax (clause 1, clause 1, article 208 of the Tax Code of the Russian Federation).
• income within the nominal value is also subject to personal income tax in the general manner (Article 209 of the Tax Code of the Russian Federation, clause 1 of Article 210 of the Tax Code of the Russian Federation).

Personal income tax is calculated on the date of receipt of income, i.e. on the date of their payment (clause 4 of article 226 of the Tax Code of the Russian Federation).

The deadline for transferring personal income tax is the next day after payment of income (clauses 4, 6, article 226 of the Tax Code of the Russian Federation).

To reduce his expenses, a participant can (clause 1, clause 1, clause 2, clause 2, clause 7 of Article 220 of the Tax Code of the Russian Federation, clause 1 of Article 226 of the Tax Code of the Russian Federation):

• submit a 3-NDFL declaration and receive a property deduction in the amount of expenses for acquiring a share in the management company;
• receive a property deduction in the amount of RUB 250,000 if there is no evidence of acquisition of a share

There is no standard document for this operation in 1C, so reflect the withholding of personal income tax through the document Operation, entered manually in the Operations - Operations section.

Please indicate:

• Date – date of transfer of the actual value of the share.

In the postings:

• Debit – 75.02;
• Subconto – exited participant;
• Credit – 68.01;
• Subconto – exited participant;
• Amount – personal income tax amount.

Reflection of personal income tax withholding in registers

Because Personal income tax is withheld by a manual operation, then to reflect it in the personal income tax registers and further generate reports on it, additionally enter the document Personal Tax Accounting Operation in the section Salaries and Personnel - All documents on personal income tax - Create button.

Please indicate:

• Transaction date – the date the data is reflected in the personal income tax registers.
• Income tab : Date of receipt of income - date of payment of the actual value of the share;
• Revenue code – 1542;
• Type of income – Other income ;
• Amount of income – paid actual value of the share, taking into account personal income tax;

tab for all rates ; movements in the personal income tax registers for its payment will be registered when personal income tax is paid to the budget.

Capital contribution

When an enterprise is formed, as well as a change in the size of the authorized capital (registered in accordance with the law), the founders can transfer fixed assets, including motor vehicles, to the enterprise as a contribution . In accordance with clause 3.3 of PBU No. 6/01, the initial cost of fixed assets contributed to the contribution to the authorized (share capital) of the organization is recognized as their monetary value, agreed upon by the founders of the organization. In this case, the contribution can express the value of the car at the residual price, higher or lower than the original cost according to the documents of the transferring party.

In accordance with clause 2.13 of Instruction No. 37, property merged by enterprises for the purpose of joint activities is not subject to income tax. The property of legal entities united by the parties to the agreement for joint activities is accounted for on the joint balance sheet of the participant who, in accordance with the agreement, is entrusted with managing the common affairs of the parties to the agreement. This participant acts on the basis of a power of attorney signed by the other parties to the agreement.

What to do with the authorized capital upon liquidation of an LLC

All savings that remain after settlements with creditors are divided between the founders in the shares that were contributed when drawing up the authorized capital. The accountant's task is to determine the market value of the property and the actually paid shares. If the price of the former is higher than the initial contribution of the founder, then the difference is written off as assets received free of charge.

If the amounts are equal, then the amount written off is not taxable. If losses occur, the value of the contribution made to the management company is also not subject to taxation.

• organize a general meeting of founders;
• approve the decision to liquidate the LLC and form a liquidation commission;
• notify the tax office of the upcoming liquidation;
• submit an announcement to the media (specialized magazine “Bulletin of State Registration”) about the closure of the enterprise and the acceptance of claims from creditors;
• determine the amount of accounts payable by forming an interim liquidation balance sheet;
• make settlements with creditors, employees and other authorities;
• pay profit to the founder;
• approve the liquidation balance sheet (final);
• Submit an application for registration of liquidation, a liquidation balance sheet, and a receipt for payment of the state duty to the registering authority.

5. Appeal the actions or inaction of the Company to the Federal Service for Supervision in the Sphere of Communications, Information Technology and Mass Communications or in court if a citizen believes that LLC Legal Company “Start” is processing his personal data in violation of the requirements of Federal Law No. 152 -FZ “On personal data or otherwise violates his rights and freedoms. Processing of personal data is any action (operation) or set of actions (operations) performed using automation tools or without the use of such means with personal data, including collection, recording, systematization, accumulation, storage, clarification (updating, changing), extraction, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction of personal data;7) Personal data is stored in a form that allows you to identify the subject of personal data no longer than required by the purposes of processing personal data, unless the period for storing personal data is established by federal law, an agreement to which the subject of personal data is a party, beneficiary or guarantor. The processed personal data is subject to destruction or depersonalization upon achievement of the processing goals or in the event of loss of the need to achieve these goals, unless otherwise provided by federal law.

• if one of the LLC participants has not been paid his part of the profit, division of the authorized capital (hereinafter referred to as the authorized capital) may only be possible after all payments have been made;
• in the event that the liquidation balance indicator is negative, then first it is repaid at the expense of the authorized capital, and then the property is divided between the participants of the LLC;
• If a company declares itself bankrupt, debts are covered from the authorized capital, and then the remaining amount is divided among the participants.

Chapter 2

Thus, it is up to the court to determine whether a company’s violation of its registration procedure is gross or irreparable. Therefore, the requirements of Article 20 of Law No. 14-FZ themselves cannot serve as an automatic basis for the liquidation of the company. Whether the company is liquidated or not will be decided by the court, taking into account the nature of the violations committed by the company and the consequences caused by them.

There are also intangible assets for which it is impossible to determine their useful life. Then this period is taken equal to 20 years (but, of course, not more than the life of the company itself). Let us immediately draw the attention of readers to the fact that for tax accounting purposes for the same intangible assets, the useful life is set within 10 years (and also no more than the period of activity of the taxpayer himself). This is stated in paragraph 2 of Article 258 of the Tax Code of the Russian Federation.

Authorized capital upon liquidation

When the tax authority decides to suspend transactions on the accounts of a liquidated company, the rights of participants to register ownership of the received property are limited. In this case, they have the opportunity to go to court (Resolution of the Federal Antimonopoly Service of the Moscow Region dated April 28, 2011 No. KG-A40/3403-11, Resolution of the Federal Antimonopoly Service of the East Siberian District dated March 23, 2009 No. A69-4315/08-F02-1027/09). If the founders, in violation of the procedure established by law, take away the property before full settlement with creditors, then such property can be demanded from them.

If it is impossible to return the property in kind, its value is claimed.

• All property is subject to distribution if the legal entity has no obligations to creditors. In this case, compliance with two basic conditions is mandatory. Firstly, the period for receiving claims from creditors is two months. The period must be counted from the date of publication of the liquidation record in the Bulletin. Secondly, the compiled interim liquidation balance sheet must reflect all settlements with creditors.
• Only the part of the property remaining after full settlement of debts will be distributed. The remaining funds must be entered into the liquidation balance sheet.
• The property is not distributed or transferred to the company's participants, since it is not available after settlements with creditors. Such information is also entered into the balance sheet.

After its creation, the liquidation commission develops and approves a plan for the liquidation of the enterprise, which begins with a complete inventory. In accordance with subparagraph 27 of the Order, an inventory is required of a legal entity at the beginning of the liquidation procedure. All positions of assets and liabilities are subject to inventory. If discrepancies are identified between accounting data and the actual availability of property, they must be reflected in the accounting accounts. 100% of the authorized capital of a Russian LLC that is in the process of liquidation belongs to another Russian organization. In 2011, the LLC acquired a stake in the authorized capital of an organization that is a resident of the Republic of Belarus; the cost of the contribution to the authorized capital was determined in US dollars; as payment for the share in the authorized capital, the company transferred an object of fixed assets.

This financial investment has not been revalued by the organization. The LLC applies a general taxation system. What is the procedure for accounting and tax accounting (profit tax) for a liquidated organization of the transaction of transferring to the sole participant a contribution to the authorized capital of a Belarusian organization? Let us recall that in accordance with the Instructions for the application of the Chart of Accounts for accounting the financial and economic activities of organizations, approved by order of the Ministry of Finance of Russia dated October 31, 2000 N 94n, information on the availability and movement of financial investments is reflected in account 58 “Financial investments”, and all settlements with LLC participants are reflected in account 75 “Settlements with founders (see also the letter of the Ministry of Finance of Russia dated 03.07. 2007 N 07-05-12/06). In accordance with Part 3 of Art. 62 of the Civil Code of the Russian Federation (hereinafter referred to as the Civil Code of the Russian Federation), after approval of the decision to liquidate a legal entity, a liquidation commission is to be formed, whose task is to conduct the liquidation procedure and determine its terms.

The commission will carry out its activities at all stages of liquidation of a legal entity, including taking part in the distribution of property between the founders. If a company has been active and functioning at all stages of its existence, it is possible that it may accumulate debts. Debt settlement is an integral part of the liquidation procedure and the further distribution of property between the company's participants.