Accounting for authorized capital and settlements with founders.

Essence and types of management company

Forming an authorized capital (AC) is the responsibility of commercial organizations (Clause 1, Article 66 of the Civil Code of the Russian Federation, Article 12 of the Federal Law “On State and Municipal Unitary Enterprises” dated November 14, 2002 No. 161-FZ), including:

• public and non-public joint stock companies (PJSC and JSC; abbreviations are given in accordance with the recommendations of the Federal Tax Service of Russia, given in letter dated 09/04/2014 No. SA-4-14 / [email protected] );
• limited liability companies (LLC);
• state and municipal unitary enterprises (SUE and MUP);
• business partnerships (HT).

It is called differently in these organizations:

• in business companies (PJSC, JSC, LLC) - authorized capital;
• in unitary enterprises (SUE and MUP) - authorized capital;
• in HT - share capital.

The management capital is the initial amount of funds contributed by the founders (legal entities or individuals, including foreign ones, or constituent entities of the Russian Federation), with which the organization’s activities begin. The decision on its value is made by the first (constituent) meeting of owners, and this value is fixed in the charter. The founders, by contributing their funds, receive the right to part of the legal entity’s property, expressed in shares (PJSC, JSC) or shares (LLC, HT). The owner of all property of unitary enterprises is the state, its subject or municipal entity, and the enterprise disposes of it with the right of operational management or economic management.

The minimum permissible size of the capital is legally limited:

• for PJSC - 100,000 rubles. (Article 26 of the Federal Law “On Joint-Stock Companies” dated December 26, 1995 No. 208-FZ).
• JSC and LLC - 10,000 rubles. (Article 26 of Law No. 208-FZ and Clause 1 of Article 14 of the Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ).
• SUE - 5,000 minimum wage (clause 3, article 12 of law No. 161-FZ).
• MUP - 1,000 minimum wage (clause 3, article 12 of law No. 161-FZ).

The minimum wage used to determine the size of the capital company in state unitary enterprises and municipal unitary enterprises must correspond to its legally established size on the date of state registration of the enterprise. The minimum wage is regularly indexed and in 2015 and 2021 it is 5,965 and 6,204 rubles, respectively. (Federal Law “On the minimum wage” dated June 19, 2000 No. 82-FZ).

The law does not provide for restrictions on the amount of share capital in HT.

Characteristics of 75 and 80 accounting accounts

The account for accounting for authorized capital (AC) and its varieties takes into account the source of the formation of funds, assets, and therefore the account. 80 – passive, it has a constant credit balance. Its change is possible only if a decision is made to increase the amount of capital. The data on account 80 corresponds to the actual amount of paid funds and property investments reflected in the constituent documents.

Question: How is an increase in the authorized and additional capital of an LLC reflected in accounting when an additional contribution to the authorized capital is made with property? The general meeting of LLC participants decided to increase the authorized capital through additional contributions from participants. Components were received from one of the participants (a Russian organization), the cost of which is 50,000,000 rubles. (without VAT). It corresponds to the value confirmed by an independent appraiser and the value reflected in the participant’s tax records. The amount of VAT recovered by the participant on this property is indicated in the documents for its transfer (invoice for the release of materials to the third party (N M-15)). It is 10,000,000 rubles. View answer

The account corresponds with account 75, which is active-passive. On it, the accountant reflects all settlements with the participants (founders) of the company, including debts on income and dividends from its activities. Based on the above, subaccounts can be opened for the account, specifying the reflected amounts:

• 75/1 – settlements on deposits in the management company (share capital);
• 75/2 – calculations of income (dividends), etc.

When creating an organization, according to Kt80 and Dt75, the debt of the founders is reflected: for depositing funds, for paying for shares, if we are talking about a joint-stock company.

The actual repayment of debt is reflected in the credit of account 75. Depending on the method of repayment, the accounting of cash and inventory items may correspond with it.

How to formalize and reflect in accounting the founder's contribution to the authorized capital to the cash desk ?

State and municipal unitary enterprises (SUE, MUP) have a special nature of economic relations with government agencies, local governments, under whose supervision they work. Property can be transferred to the balance sheet when an enterprise is created with the rights of operational management, economic management, and there may be a replenishment of funds. Subaccount 1 of account 75 such enterprises are called “Calculations for allocated property.” The income of the founders (participants) is accounted for using subaccount 2 of the specified account. Income is reflected according to Dt 84, according to the accounting of retained earnings, and credit 75/2.

Important! The income of the participants (founders), who are also employees of the company, goes through account 70 “Calculations for wages” - accrual and payment of amounts.

Payment of income is recorded in the debit of 75/2 and the credit of accounts for accounting for money or valuables, securities, and products. The postings will depend on the method of payment of income in kind or cash. Personal income tax is also accounted for by debit 75/2 from credit 68. Analytics for account 75 is based on the founders (participants), with the exception of settlements in joint stock companies with owners of bearer shares.

Question: Is it possible to take into account the loss that arose when selling a share in the authorized capital at a price lower than the price of its acquisition (lower than the cost of the contribution to the authorized capital) (clause 2 of Article 268 of the Tax Code of the Russian Federation)? View answer

Features of the management company

A management company is part of the total capital of a legal entity, which is associated with a fairly large number of requirements established at the legislative level:

• For state unitary enterprises and municipal unitary enterprises, the period for the actual formation of the management company is limited (no more than 3 months from the date of registration of the enterprise).
• Incomplete payment of management companies in PJSC, JSC and LLC prevents the payment of dividends and the issue of bonds. One of the options for limiting the total nominal value of all bonds issued by a business entity is the size of its charter capital.
• In the case of distribution of profits received by a PJSC, JSC or LLC among the owners, this is done in proportion to the shares of their participation in the management company. A different procedure may be established in HT.
• The formed and paid charter capital can then be increased or decreased in accordance with the established procedure. The reduction will only be possible after notification of all creditors.
• In economic societies and HT there is the possibility of leaving the participants. Including a refund of the cost of the deposit made.
• Owners of deposits in PJSC, JSC and LLC are responsible for losses from business activities only within the limits of the amounts of their deposits (even if these deposits are not fully paid by them) and are not liable for other obligations of business entities. The HT provides for additional liability of owners for the obligations of the partnership.
• Critical for the management company may be its comparison with the value of net assets (NA). If the value of the NA of a PJSC, JSC or LLC for 2 years in a row does not exceed the authorized capital, then the authorized capital must be reduced to the value of the AV. If at the same time the private equity becomes less than the minimum size of the capital company established by law, then the economic company must be liquidated. For state unitary enterprises and municipal unitary enterprises, this ratio is checked based on the results of each past year and the value of the authorized capital is immediately (if necessary) adjusted. If the NAV of a state unitary enterprise or municipal unitary enterprise turns out to be less than the minimum allowable capital and this situation is not corrected within 3 months after the end of the year, then the enterprise is subject to liquidation or reorganization.

For information on how to calculate the NAV value, read the article “The procedure for calculating net assets on the balance sheet - formula 2015”

Management account and reporting

Accounting for the authorized capital is kept on account 80 with analytics:

• by founders (participants);
• stages of formation (in PJSC, JSC and HT);
• types of shares (in PJSC and JSC).

The credit balance on account 80 must be equal to the amount of the capital reflected in the charter, regardless of the fact of its payment. The first entry for accounting of the authorized capital is made on the date of registration of the legal entity. Subsequent adjustments to the accounting of the authorized capital are made according to the date of registration of changes made to the charter in relation to the size of the charter capital.

Account balance 80 is reflected in the “Capital and Reserves” section of the balance sheet on line 1310.

Accounting for authorized capital.

To carry out production and economic activities, any independent enterprise must have its own capital , which includes:

- authorized capital;

- Reserve capital;

- Extra capital;

- retained earnings;

– targeted financing funds;

– other financial reserves.

The main source of formation of the enterprise's own funds is the authorized capital (AC), which is formed by the contributions of the founders and is necessary for the enterprise in order to begin the activities defined in the Charter. Depending on the organizational and legal form of enterprises, they are distinguished:

• fold capital and tal of business partnerships;
• authorized capital of business companies;
• mutual fund of production and consumer cooperatives;
• authorized capital of unitary enterprises.

Minimum authorized capital

for societies upon establishment

To account for the authorized capital in accounting, account 80 “Authorized capital and tally” (P) is used, to account for settlements with founders - account 75 “Settlements with founders” (A - P), to which sub-accounts are opened:

− 75-1 “Calculations for contributions to the authorized capital” (A);

− 75-2 “Calculations for payment of income” (P).

The amount of the authorized capital must be indicated in the constituent documents of the enterprise: the charter and the constituent agreement. This value must correspond to the credit and balance of account 80. Entries on account 80 are made by the accountant only after making appropriate changes to the constituent documents of the enterprise. When forming the authorized capital on the date of state registration of the enterprise, an entry is made for the amount of the registered authorized capital:

D 75 − a) the authorized capital of the enterprise has been formed

To 80 b) the debt of the founders for payment of the authorized capital is reflected

The authorized capital of an LLC is made up of the nominal value of the shares of its participants, of a JSC - from the nominal value of the company's shares acquired by shareholders. Payment by the founders of their shares is made in accordance with current legislation. For example, when creating a JSC , at least 50 percent of the company’s shares distributed upon its establishment must be paid within 3 months from the date of state registration, and the full authorized capital must be paid within a year (unless a shorter period is provided for by the founding agreement).

The following can serve as a contribution to the management company of an enterprise:

− cash,

− property (building, equipment, vehicle, etc.),

− securities (most often shares and bills),

− property rights that have a monetary value (for example, the right to rent a plot of land, the right to dispose of an apartment, the right to use production secrets).

As the founders of the deposits make contributions, their debt is written off from the credit of account 75. In this case, the corresponding account depends on how the founder pays off his debt. If payment of contributions is made in cash , the following entry is drawn up:

D 51 (52, 50) – a) funds were credited to the current account (currency account, cash desk)

K 75 as a contribution to the authorized capital;

b) the founder’s debt is repaid (written off) in cash

Non-monetary contributions are assessed in accordance with current legislation. In this case, the market value of the object is determined on the date of its transfer, that is, the price for which it can be sold at the moment. For securities or property rights, external factors are also taken into account, for example, their popularity on the international market, inflation, and possible risks.

When creating an LLC, the assessment of the non-monetary contribution to the management company is made by the founders at the general meeting unanimously . Moreover, if the assessment exceeds 200 minimum wages (20,000 rubles), then such contribution must be assessed by an independent appraiser . for JSCs - to determine the market value of the property contributed in payment for shares, regardless of their value, it is necessary to involve an independent appraiser. The assessment given by the appraiser is the maximum .

When contributing property , the following entries are made:

D 08 – equipment (intangible assets) contributed as a contribution to the authorized capital was capitalized

K 75

D 10 – materials contributed as a contribution to the authorized capital have been capitalized

K 75

D 41 – goods were contributed as a contribution to the authorized capital

K 75

D 58 - securities contributed as a contribution to the authorized capital were accepted onto the balance sheet

K 75

The decision to increase the capital capital is made by the founders (for example, to attract additional investment funds). After making changes to the constituent documents, the following entries are made in accounting:

D 75 – reflects the increase in the authorized capital at the expense of the funds of shareholders (participants)

K 80

D 83 – authorized capital increased using additional capital funds

K 80

D 84 – reflects the increase in the authorized capital due to retained earnings

K 80

The founders' decision to reduce the authorized capital (based on their own interests or legal requirements) must also be registered in the constituent documents. The enterprise is obliged to notify its creditors about the reduction of the authorized capital . Creditors have the right to demand early fulfillment of obligations and compensation for losses.

Accounting for a reduction in authorized capital depends on the situation :

a) if the authorized capital is not paid in full within a year after registration of the enterprise:

D 80 – the debt of the founders for the contribution to the management company is written off

D 75

b) if previously repurchased shares are cancelled:

D 80 – the authorized capital was reduced due to the cancellation of own shares

K 81

c) when participants leave the enterprise:

D 80 – reflects the enterprise’s debt to return the deposit to the founder

K 75

d) if the authorized capital is reduced to the amount of net assets:

D 80 – the authorized capital is reduced to the amount of net assets

K 84

NET ASSETS show what value of the company's assets is secured

him with his own funds.

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First contribution to the management company

The formation of a contribution to the capital of the newly created legal entity will be the first entry made in it. And it will reflect the accrual of the capital in correspondence with the debt of the founders for its payment: Dt 75 Kt 80.

Thus, in the accounting of the authorized capital its total value will appear, corresponding to the charter. And actual settlements with the founders on deposits will be carried out on account 75.

The contribution can be made either in money or any other property. The specific form of the contribution and its value are stipulated in the constituent agreement. On the date of actual deposit of money or property, the debt of the founders on the contribution to the capital company is repaid, which is recorded by entries: Dt 07 (08, 10, 11, 21, 41, 50, 51, 52, 58) Kt 75. The balance on the debit of account 75 will show the amount unpaid criminal code. In account 80 in the accounting of the authorized capital, its unpaid part is usually not reflected separately.

Receipts that are a contribution to the capital company are not taken into account in the recipient’s profit base (subclause 3, clause 1, article 251 of the Tax Code of the Russian Federation).

Getting Started with Accounting: Capital Accounting

Purpose of the lecture:

consider the features of capital accounting in an organization.

General provisions

Accounting is maintained throughout the existence of the organization. And if the liquidation of an organization is usually not assumed in advance, theoretically, accounting, having begun once, should continue indefinitely, then the emergence of an organization is a very specific fact, which is reflected in very specific accounting records.

According to clause 2. Art. 51 of the Civil Code of the Russian Federation (Civil Code of the Russian Federation), a legal entity is considered created from the date of making the corresponding entry in the unified state register of legal entities. From an accounting point of view, we are interested in the date of formation of the authorized capital, and, as a result, the formation of debt on the authorized capital of the owners of the organization. This date coincides with the date of creation of the legal entity.

It should be noted that when registering an organization as a legal entity, it must register with the tax authorities, register with statistical authorities, and open a bank account. Some types of activities are subject to mandatory licensing, so the organization, before starting activities, is required to obtain the appropriate license. In particular, licensing provisions are regulated by Federal Law No. 99-FZ dated May 4, 2011 “On licensing of certain types of activities” (as amended on November 21, 2011).

There is such a thing as the right of first signature - in an organization it belongs to the director, and, usually, his deputy. The right of the second signature belongs to the chief accountant. Organizations also have a round seal (this provision is approved, for example, in paragraph 5 of Article 2. Federal Law dated 02/08/1998 No. 14-FZ “On Limited Liability Companies”, in paragraph 7. Article 2. Federal Law dated 26.12. 1995 No. 208-FZ “On Joint-Stock Companies” and in other regulations) - it is placed on signed documents.

Let's get acquainted with the main forms of management adopted on the territory of the Russian Federation.

Forms of management

Organizations in the Russian Federation can be created in various organizational and legal forms, which are described in § 2 “Business partnerships and societies” of the Civil Code of the Russian Federation. Among the most common forms of existence of legal entities, one can note a limited liability company - LLC (Article 87 of the Civil Code of the Russian Federation), a joint stock company - JSC (Article 96 of the Civil Code of the Russian Federation), a general partnership (Article 69 of the Civil Code of the Russian Federation), limited partnership (Article 69 of the Civil Code of the Russian Federation). 82 Civil Code of the Russian Federation).

If we talk about LLCs and JSCs, then in their case the capital contributed by the founders when registering a legal entity is called authorized capital. In the case of partnerships, this is share capital. In the case of unitary enterprises (Article 113 of the Civil Code of the Russian Federation), we are dealing with the authorized capital.

What is authorized capital

From an economic point of view, the authorized capital is the minimum amount of material and monetary resources necessary for the successful start of business activities provided for by the charter [[3]]. From a legal point of view (Clause 1 of Article 90 of the Civil Code of the Russian Federation), the authorized capital determines the minimum amount of the company’s property that guarantees the interests of its creditors.

And from an accounting point of view, this is the valuation of shares (for joint stock companies) or other forms of contributions from the founders of the organization.

The procedure for the formation of authorized (share) capital is regulated by law and constituent documents. Let's look at the features of operations with authorized capital using the example of an LLC.

Authorized capital in LLC

In accordance with Art. 14 of the Federal Law of 02/08/1998 No. 14-FZ “On Limited Liability Companies” (as amended on 11/30/2011), the authorized capital cannot be less than 10,000 rubles. As a rule, real LLCs have a much larger authorized capital.

In accordance with clause 3. Art. 90 of the Civil Code of the Russian Federation, the authorized capital of an LLC must be paid by its participants at least half at the time of registration of the company. The remaining unpaid portion of the company's authorized capital is subject to payment by its participants during the first year of the company's activity. If this obligation is violated, the company must either announce a reduction in its authorized capital and register its reduction in the prescribed manner, or terminate its activities through liquidation.

Accounting in an LLC (and in other types of organizations) begins with reflecting the amount of the authorized capital declared in the constituent documents and the debt of the founders on contributions to the authorized capital. In fact, the first business transaction that must be reflected in accounting is a reflection of the founders' debt on contributions to the authorized capital.

To account for the authorized capital, account 80 “Authorized capital” is used. This is a passive account that is applied independently. It is reflected in the liability side of the balance sheet.

In accordance with the Chart of Accounts, account 80 “Authorized capital” is intended to summarize information about the state and movement of the authorized capital (share capital, authorized capital) of the organization.

The balance of account 80 must correspond to the amount of the authorized capital recorded in the constituent documents of the organization. Entries in account 80 are made when forming the authorized capital, as well as in cases of increasing and decreasing capital, only after making appropriate changes to the constituent documents of the organization.

After the state registration of an organization, its authorized capital in the amount of contributions of the founders (participants) provided for by the constituent documents is reflected in the credit of account 80 in correspondence with account 75 “Settlements with founders”. The actual receipt of deposits of the founders is carried out on the credit of account 75 “Settlements with founders” in correspondence with the accounts for accounting for cash and other valuables.

Analytical accounting for account 80 “Authorized capital” is organized in such a way as to ensure the formation of information on the founders of the organization, stages of capital formation and types of shares.

Account 80 is also used to summarize information about the status and movement of contributions to common property under a simple partnership agreement. In this case, account 80 is called “Comrades’ Deposits”.

The account has a credit balance that corresponds to the amount of the authorized capital. When the authorized capital increases, entries are made in the credit of this account, and when it decreases, in the debit. During normal accounting, an account cannot have a debit balance.

Settlements with founders for contributions to the authorized capital are reflected in account 75 “Settlements with founders”, in subaccount 75-1. “Calculations for contributions to the authorized (share) capital.” The score is 75-1. - this is an active account, the debit balance of this account indicates the debt of the founders on contributions to the authorized capital.

Valuation of contribution by property

The easiest way to pay for a deposit is with money, including foreign currency (for foreign founders). This is due to the fact that the assessment of property contributions in accounting and tax accounting differs greatly.

In accounting, property entered into the charter capital is accepted at its value agreed upon in the founding agreement. This is indicated in the texts of the PBU:

• for OS - in clause 9 of PBU 6/01, approved by order of the Ministry of Finance of Russia dated March 30, 2001 No. 26n;
• for intangible assets - in clause 11 of PBU 14/2007, approved by order of the Ministry of Finance of Russia on December 27, 2007 No. 153n;
• for MPZ - in clause 8 of PBU 5/01, approved by order of the Ministry of Finance of Russia dated 06/09/2001 No. 44n;
• for financial investments - in clause 12 of PBU 19/02, approved by order of the Ministry of Finance of Russia dated December 10, 2002 No. 126n.

In this case, the value at which the property was listed in the accounting records of the transferring party does not matter. The transferring party will show the difference between the amount of the contribution to the capital company and the accounting value of the property (including the restored amount of VAT) in account 91.

In tax accounting, property received as a contribution to the capital company is reflected at its tax value (including the residual tax value for depreciable property), determined according to the accounting information of the party transferring this property (subclause 2, clause 1, article 277 of the Tax Code of the Russian Federation) . Also, additional expenses can be included in the price if they are specified in the memorandum of association as a contribution to the charter capital. In the absence of documentary evidence of this value, it is considered equal to 0. Property contributed to a contribution by an individual or a foreign organization must have a value no higher than the market value, which must be confirmed by an independent assessment (subclause 2, clause 1, article 277 of the Tax Code of the Russian Federation).

These differences, as a rule, entail a difference in the accounting and tax value of the property included in the charter capital, and, as a consequence, the amount of depreciation on the depreciable property.

Settlements with founders for contributions to the authorized capital of JSC, LLC

To account for settlements with founders on contributions to the authorized capital, open subaccount 75-1 “Settlements on contributions to the authorized capital”.
Based on the constituent documents on the date of state registration of the organization, make an entry:

DEBIT 75-1 CREDIT 80

– reflects the amount of the authorized capital and the debt of the founders to pay for deposits.

The authorized capital of the joint-stock company specified in the constituent documents must be paid in at least 50% within three months from the date of registration of the company. The founders must pay the remaining portion within a year from the date of registration of the company, unless the agreement provides for a shorter period.

The authorized capital of an LLC must be fully paid no later than four months from the date of registration of the company.

If the founders contribute to the authorized capital in cash, make the following entry:

DEBIT 50 (51, 52) CREDIT 75-1

– cash was contributed as a contribution to the authorized capital.

If the founders contribute property to the authorized capital, reflect it like this:

DEBIT 08 (10, 41, 58, ...) CREDIT 75-1

– fixed assets, intangible assets, materials, goods, securities, and other property (excluding VAT) were included as a contribution to the authorized capital;

DEBIT 19 CREDIT 75-1

– VAT on the received property is reflected.

Monetary valuation of property contributions is made by mutual agreement of the founders, which is reflected in the constituent documents.

The monetary valuation of a non-monetary contribution to the authorized capital of a business company must be carried out by an independent appraiser. Participants in a business company do not have the right to determine the monetary value of a non-monetary contribution in an amount exceeding the amount of the valuation determined by an independent appraiser (Clause 2 of Article 66.2 of the Civil Code of the Russian Federation).

EXAMPLE The authorized capital of Mercury LLC is 100,000 rubles.
and divided into 4 equal shares (25% of the authorized capital, or 25,000 rubles each), which are distributed among the founders as follows: – Aktiv JSC – 3 shares (which is 75% of the authorized capital, or 75,000 rubles. );– Obraztsov – 1 share (which is 25% of the authorized capital, or 25,000 rubles). To account for settlements with the founders, the Mercury accountant opened sub-accounts to account 75: – 75-1-1 “Settlements on contributions to the authorized capital with JSC “Aktiv”; – 75-1-2 “Settlements on contributions to the authorized capital with Obraztsov.” JSC “Aktiv” made equipment as a contribution to the authorized capital, the monetary value of which was 75,000 rubles, including the amount restored VAT - 11,441 rubles. Obraztsov paid for his share in the authorized capital in cash. The Mercury accountant made the following entries: DEBIT 75-1-1 CREDIT 80
- 75,000 rubles.
– the debt of “Aktiva” for its contribution to the authorized capital is reflected; DEBIT 75-1-2 CREDIT 80
– 25,000 rub.
– Obraztsov’s debt on contribution to the authorized capital is reflected; DEBIT 08 CREDIT 75-1-1
– 63,559 rub.
– “Aktiv” contributed equipment as a contribution to the authorized capital; DEBIT 19 CREDIT 75-1-1
– 11,441 rubles.
– VAT on equipment restored by “Aktiv” is reflected; DEBIT 50 CREDIT 75-1-2
– 25,000 rub. – Samples contributed funds as a contribution to the authorized capital. After reflecting all transactions, the balance of subaccount 75-1 is zero, the authorized capital is fully paid.

Increase in capital

The Criminal Code can be increased in the following cases:

• changes in the organizational and legal form of a legal entity or type of activity to those requiring a larger capital amount;
• the owners make a decision about this.

An increase becomes possible only with full payment of the initially formed capital stock and registration of changes in the amount of the capital stock in the charter. PJSC and JSC that have already placed all the shares declared in the charter capital, after registering the changes made to the charter, will have to register an additional issue or conversion of shares with the Federal Financial Markets Service, and then with the Federal Tax Service, within 3 months from the date of the decision to increase the charter capital.

An increase is possible in the following ways (with appropriate accounting entries):

• Admission of a new participant and increase in the authorized capital for his share (in LLC and HT): Dt 75 Kt 80.
• Making additional contributions by previous participants (in LLC, SUE, MUP, HT): Dt 75 Kt 80.
• Increasing the share due to retained earnings or additional capital (in LLC, SUE, MUP, HT): Dt 83, 84 Kt 80.
• Additional issue of shares of the same par value at the expense of additional contributions from shareholders or other persons (in PJSC and JSC): Dt 50 (51, 52, 70, 75) Kt 80.
• Increasing the par value of shares due to retained earnings or additional capital (in PJSC and JSC): Dt 83 (84) Kt 80. In this case, shares of one par value are replaced with shares of a different par value.

Personal income tax must be withheld from the amount of increase in the individual’s share at the expense of profit (letter of the Ministry of Finance of Russia dated February 21, 2013 No. 03-04-05/4-117). If the capital increases due to the revaluation of the capital or as a result of the reorganization of a legal entity, then such income from individuals will not be taxed (clause 19 of article 217 of the Tax Code of the Russian Federation).

Participants (shareholders) - legal entities, when their contribution to the capital company increases, does not generate income subject to income tax (subclause 15, clause 1, article 251 of the Tax Code of the Russian Federation, resolution of the Federal Antimonopoly Service of the Volga District dated February 16, 2009 No. A65-11409/ 2006).

Decrease in capital

A reduction in capital may be necessary:

• When changing the organizational and legal form of a legal entity to one in which a smaller amount of the authorized capital is permissible.
• The owners decide on this.
• The presence of unsold shares or shares purchased by a PJSC, JSC or LLC during the year. Accounting for such shares (shares) is kept in account 81. When they are redeemed by the company, the entry Dt 81 Kt 50, 51, 52, 75 arises.
• Situations when the value of the NAV for 2 years in a row (for PJSC, JSC or LLC) or at the end of the past year (for state unitary enterprises and municipal unitary enterprises) turns out to be less than the value of the authorized capital.
• The impossibility of paying the retiring LLC participant the real value of his share due to the insufficiency of the difference between the NA and the capital for this purpose.

It is impossible to reduce the Criminal Code if, as a result, it turns out to be less than its minimum possible value for the day:

• submission of documents for registration of changes in the amount of the capital in the charter, if the decision to reduce is the initiative of the owners;
• registration of a legal entity, if the need to reduce the capital capital is caused by legal requirements.

Mandatory preconditions for reducing the capital are informing the Federal Tax Service about this and publishing this information twice (within a month) to notify creditors who, in such a situation, have the right to demand early payment of the debt. PJSC and JSC must register with the Federal Financial Markets Service the conversion of shares or the redemption of part of their number.

An important point when voluntarily reducing the capital is to ensure that, as a result, the assets do not end up being less than the capital.

The reduction is carried out in the following ways (with the corresponding accounting entries):

• Departure of a participant and reduction of the capital for his share (in LLC and HT): Dt 81 Kt 75 (in an LLC, where the share is actually bought out) or Dt 80 Kt 75 (in HT, where the share capital is simply reduced).
• Reduction of existing shares with the return of part of their amount to participants (in LLC, SUE, MUP, HT): Dt 80 Kt 75.
• Reduction of existing shares with an increase in the amount of retained earnings (in LLC, SUE, MUP, HT): Dt 80 Kt 84.
• Reduction of the capital by the value of shares or shares not sold during the year after the company’s repurchase (in PJSC, JSC, LLC): Dt 80 Kt 81.
• Reducing the number of outstanding shares due to their repurchase (in PJSC and JSC): Dt 81 Kt 50 (51, 52, 75). And their subsequent liquidation: Dt 80 Kt 81.
• Reducing the par value of shares with the return of the difference to shareholders (in PJSC and JSC): Dt 80 Kt 75. In this case, as with an increase in par value, shares are replaced.
• Reducing the par value of shares with an increase in the amount of retained earnings (in PJSC and JSC): Dt 80 Kt 84. Shares are also replaced with similar documents with a different par value.

The amount of the difference in the amount of the contribution paid to participants and shareholders should not be greater than the amount by which the capital is reduced. Such a payment cannot be made when:

• The CC has not been paid;
• the legal entity has signs of bankruptcy;
• dividends already declared by the company have not been paid or have not been paid in full;
• shares or shares for which there is a requirement for their redemption have not been repurchased.

When deciding to reduce the capital on a voluntary basis, participants (shareholders) may simultaneously decide that the amount of the reduction will not be paid to them. Then the legal entity reducing the capital will have income, and in the entries for accrual of debt to participants (Dt 80 Kt 75), account 75 will be replaced by 91.

It is also possible for participants (shareholders) to refuse to receive the amounts due to them for reducing the authorized capital after they have been accrued. In this case, after posting Dt 80 Kt 75, posting Dt 75 Kt 91 will be made in relation to persons who refused to receive accrued payments. In part of these amounts, the legal entity reducing the capital capital will also receive income.

Taxes in connection with the reduction of the capital

For a legal entity where a decrease in capital is taking place, 3 options are possible:

• According to the requirements of the law: Dt 80 Kt 84 or Dt 80 Kt 81. Then the amount of the reduction should not be considered his income (letter of the Ministry of Finance of Russia dated September 17, 2015 No. 03-03-06/1/53369).
• By a voluntary decision without payment to participants and shareholders of the difference in the amount of the contribution. In this case, the amount by which the Criminal Code is reduced is included in the taxable income of the legal entity (letter of the Ministry of Finance of Russia dated August 6, 2013 No. 03-03-10/31651): Dt 80 Kt 91. Moreover, for OSNO, regardless of the accounting method (accrual or cash), and under the simplified tax system this inclusion is made on the date when the changes made to the charter are registered (clause 1 of article 271, clause 2 of article 273, clause 1 of article 346.15 of the Tax Code of the Russian Federation). Firms operating on UTII will have to pay income tax on such income (clause 4 of Article 346.26 of the Tax Code of the Russian Federation). With the simultaneous application of OSNO and UTII, income arising from a decrease in the capital capital is not distributed between the regimes (letter of the Ministry of Finance of Russia dated March 15, 2005 No. 03-03-01-04/1/116), however, expenses related to it must be distributed ( clause 7 of article 346.26 of the Tax Code of the Russian Federation). Accordingly, the profit base can be reduced only by that part of the expenses that will be distributed to OSNO.

To learn how to organize separate accounting for OSNO and UTII, read the article “How to properly maintain separate accounting for OSNO and UTII?”

• On a voluntary basis, with payment to participants and shareholders of the difference in the amount of the contribution: Dt 80 Kt 75. At the same time, the legal entity carrying out the reduction of the capital will not receive income.

The amount that a participant (shareholder) - a legal entity receives in an amount not exceeding the amount of the contribution made by him to the management company, is not subject to profit taxation when:

• Reduction of the capital according to legal requirements (letter of the Ministry of Finance of Russia dated March 28, 2008 No. 03-03-06/1/209).
• Termination of participation in the management company (letter of the Ministry of Finance of Russia dated May 10, 2006 No. 03-03-04/1/428). In this case, there is no need to tax the income of foreign legal entities (letter of the Ministry of Finance of Russia dated November 28, 2013 No. 03-08-05/51682).
• Division of property of a legal entity ceasing to exist (letter of the Ministry of Finance of Russia dated 06/09/2014 No. 03-03-06/1/27663).

The excess over the amount of the contribution to the capital company made in fact will be subject to tax accrued on profits. It can occur if:

• Termination of participation in an LLC or HT or their property is distributed and it turns out that the real value of the share is greater than the actual contribution made. The real value corresponds to the difference between the NAV and the capital determined for the year in which the termination of participation occurs. When the difference between the capital and the capital is insufficient to pay the share, the capital must be reduced (letter of the Ministry of Finance of Russia dated April 21, 2006 No. 03-03-04/1/378). If the amount of the actually made contribution exceeds its real value, a loss is formed that is not taken into account when determining the income tax base (letter of the Federal Tax Service of Russia for Moscow dated October 10, 2007 No. 20-12/096643).
• Payment of the difference in the amount of the authorized capital when it is reduced on a voluntary basis (letter of the Ministry of Finance of Russia dated September 20, 2011 No. 03-03-06/1/567). The costs associated with this income cannot be taken into account (letter of the Ministry of Finance of Russia dated 05/07/2007 No. 03-04-06-01/144).
• Sale of deposit (letter of the Ministry of Finance of Russia dated March 14, 2006 No. 03-03-04/1/222). To reduce such income, you can take into account the cost of the deposit reflected in the accounting and the costs of sales (letter of the Ministry of Finance of Russia dated January 21, 2010 No. 03-03-06/2/5). In the case of a sale at a loss, it is accepted when determining the base for calculating income tax (letter of the Ministry of Finance of Russia dated November 11, 2011 No. 03-03-06/1/742).
• Redistribution of deposit amounts in the management company (letter of the Ministry of Finance of Russia dated May 10, 2006 No. 03-03-04/1/428).

Income generated as a result of a decrease in the capital of participants (shareholders) - individuals, is subject to personal income tax (letter of the Federal Tax Service of Russia for Moscow dated June 13, 2007 No. 28-11/055629).