The procedure for making an additional contribution to the authorized capital of an LLC: forms, methods, documents

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When creating a limited liability company, owners often form a small or even minimal amount of authorized capital. They can subsequently increase it if the need arises. Let’s figure out how the authorized capital of an LLC is increased, and how participants should act.

Why increase the authorized capital

The authorized capital (AC) is a guarantee of the organization's solvency for counterparties. The larger this amount, the more reliable the company looks in the eyes of potential creditors. According to the law, the minimum authorized capital of an LLC is 10 thousand rubles. Obviously, this amount is extremely small to ensure any financial stability of the company. Therefore, LLCs often need to increase their capital. This is usually due to the following reasons:

Business owners want the company to look reputable, then they can count on cooperation with large companies.
You need a loan, and a large capital account will increase the chances of getting it.
A new participant receives a share in the company.
One of the current founders of the company increases its share.
The company plans to attract investors, and a larger change in the authorized capital is necessary to ensure their interests.
The organization is going to expand its activities and develop some licensed areas (for example, alcohol circulation, organizing betting, insurance), for which the law requires a larger size of the capital.

The authorized capital can be increased if the following requirements are met:

The charter capital declared during the creation of the company has been fully included.
A general meeting has been held and there is a protocol on increasing the authorized capital (or a decision, if there is only one founder). Moreover, the list of participants present at the meeting and the fact that they made a positive decision must be certified by a notary.

According to the provisions of Article 17 of Law No. 14-FZ of February 8, 1998, the Criminal Code can be increased by:

property of the organization;
founders' contributions - all or some;
contributions of participants included in the LLC.

Each situation has its own characteristics, they are discussed in Article 19 of Law No. 14-FZ. Let's look at these nuances, and then tell you how to act to increase the authorized capital of an LLC, and give step-by-step instructions.

The authorized capital is increased by the company's property

The LLC has the right to transfer to the management company the property that is listed on its balance sheet. A prerequisite is that data from last year’s financial statements must be taken into account. That is, it is impossible to increase capital in this way in the first year of activity. If the authorized capital is increased at the expense of the property of the LLC, the shares of the owners are not redistributed, only a proportional increase in their nominal value occurs.

When everything has been calculated, the owners need to announce a general meeting. At least 2/3 of the LLC participants must approve the increase in the authorized capital at the expense of property by default. But the charter may provide for a requirement that more votes must be cast in favor, up to 100% of the participants.

The authorized capital is increased by the contributions of all founders

Participants can increase the management capital with their money or property. To do this, they must all contribute assets in the same shares in which they own the Company. The ratio of shares remains the same, only their nominal value changes.

For example, 3 businessmen invested in equal shares and established an LLC with a capital of 12 thousand rubles. The nominal value of each share is 4 thousand rubles. Later they decided to increase the authorized capital to 120 thousand rubles, for which they contributed another 36 thousand rubles to his account. As a result, each of them still owns 1/3 of the company, and the nominal value of their shares has increased from 4 to 40 thousand rubles.

Before increasing the authorized capital of an LLC according to this scheme, you need to refer to the charter and clarify:

The required minimum votes “for” to make such a decision. By default it is 2/3, but a larger share may be specified in the charter.
Deadline for making additional deposits. By law, 2 months are allotted for this, but the charter can provide for a shorter period.

The next stage is holding a meeting with the following agenda:

increase in capital due to additional contributions;
determining the total cost of these contributions;
determination of a common ratio for all between the cost of the additional contribution of each founder and the increase in the nominal value of his share;
establishing a period during which contributions must be made (optional).

The last item on the meeting agenda is necessary if it is necessary to reduce the 2 months allotted by law for the payment of the authorized capital, and shorter periods are not specified in the charter.

When the above period has expired, a general meeting of participants must be held again. The law has a month allotted for this. The following must be approved at the meeting:

the result of making additional contributions;
amendment to the charter due to an increase in the capital.

If all these stages have been completed, you can register the change in the authorized capital of the company.

Increase the authorized capital

Increasing the authorized capital of the company (LLC). Options (ways) for increasing the authorized capital. At the expense of the company’s property, at the expense of contributions of participants and third parties. Necessary decisions (protocols), other documents.

Forming the authorized capital (AC) of a company at the stage of its creation is a simple matter.

It is much more difficult for the participants of the company when, in the course of its activities, the need arises to increase the authorized capital. Most companies do not face the need to change the size of their capital. Therefore, to many lawyers, the procedures for increasing the capital amount seem complex and unclear.

In today's material, we tried to systematize information about ways to increase the management capital, presenting it in a visual form.

The LLC Law names three possible sources of increasing the authorized capital:

1) company property;

2) new contributions from participants;

3) contributions from third parties (not members of the company) with the proviso that this is not prohibited by the charter.

Let's look at each option schematically.

As a model, let’s take a certain LLC “Firm” with an authorized capital of 10,000 rubles, consisting of three participants - citizens “A”, “B” and “C” with shares of 20% (2,000 rubles), 40% (4 000 rub.) and 40% (4,000 rub.), respectively.

1) The authorized capital is expanded at the expense of property.

The general meeting of participants of Firma LLC decided to increase the authorized capital at the expense of a laptop on the Company’s balance sheet, valued at 6,000 rubles. To approve such a decision, 2/3 of the total number of votes is sufficient. Thus, if “B” were against, the consent of participants “A” and “B” would be sufficient, provided that the charter of the Company does not establish a larger number of votes when voting on this issue.

Before making a decision, the participants analyzed the company's reporting for the previous year, since the increase should not exceed the difference in the value of the company's net assets and the amount of the capital and the company's reserve fund.

As a result of the decision, the authorized capital increased to 16,000 rubles. (changed by 6,000 rubles) The nominal shares of all participants increased by 2,000 rubles. The size of participants' shares does not change with this increase option.

From a design point of view, this is the simplest option , since its implementation does not require changing the ratio of shares of participants, recalculating their size and proportions. An application for amendments to the Charter must be submitted by the Company no later than one month from the date of the decision.

2) Expansion of the management company through additional investments of participants.

This option is more complicated. Following the logic, two subspecies can be distinguished (although there is no such clear division directly in the law).

2.1) an increase in the capital stock, in which each participant makes a new investment in the capital stock.

In this case, the initiative comes from LLC “Firm” represented by the governing body - the General Meeting (the quorum is again at least 2/3). The decision must provide for the total value of all contributions made and the same ratio for each participant between the value of the contribution and the amount of increase in the nominal value of the share. The proportion is formulated taking into account the fact that the nominal value of the share of a company participant cannot increase by more than an amount equal to the value of the contribution made.

In this case, the contribution of each participant should not exceed part of the total cost of deposits, proportional to the size of the share of this participant in the management company.

The size of the shares in this case does not change, only the nominal value changes.

Two months are given for the actual making of deposits.

Using our model LLC “Firm” as an example:

The decision of the general meeting determined the total amount of deposits - 6,000 rubles.

Participant “A” must deposit 1200 rubles, participants “B” and “C” - 2400 rubles each.

The sizes of shares continue to remain 20%, 40% and 40%, the nominal value of the shares changes: for “A” - 3,200 rubles, for “B” - 6,400 rubles, for “C” - 6,400 rubles.

2.2) Increase in the capital, in which contributions are made by individual participants.

There are cases when only one (or several) participants have the opportunity/desire to make an additional contribution to the management company.

The interested participant sends an application to the Company, indicating the size and composition of the contribution, the procedure and deadline for making it, as well as the size of the share that the company participant would like to have in the management company.

There must be unanimity in the decision to increase the capital capital on the basis of such a statement. It must also record the conclusions about the increase in the nominal value of the participant’s share and, if necessary, the decision to change the size of the shares.

The nominal value of the share of the participant making the contribution may increase no more than by his contribution amount.

Participant “A” approached the Company with a statement of readiness to make an additional contribution to the management company in the amount of 2,000 rubles. By unanimous decision of the general meeting, the application was approved, it was decided to increase the capital by 2,000 rubles - up to 12,000 rubles, and it was decided to revise the size of the shares. Since the nominal value of the shares of participants “A”, “B” and “C” becomes equal to 4,000 rubles, the size of the share of each participant becomes equal to 1/3.

Let’s also consider this option when “B” and “C” do not object to increasing the capital at the expense of “A”’s contribution, but are not ready to reconsider the size of the shares. In this case, if “A” agrees, the nominal value of his share will be set at 4,000 rubles, but its size will still remain equal to 20%.

3) Expansion of the management company through contributions from third parties.

The procedure for submitting and considering an application is similar to the above-mentioned application of a single participant to make a new contribution. The appearance of third parties in the company should not be prohibited by the charter. The decision is made by the participants unanimously. The decision must reflect the will to admit a third party to the company, determine the size of his share, its nominal value, as well as change the size of the shares of the remaining participants.

LLC "Firm" received an offer from a third party "D" - to become a member of the company with an additional contribution to the management company - 2,000 rubles.

Participants “A”, “B”, “C” unanimously accepted him as a participant and increased the authorized capital to 12,000 rubles.

The size and nominal value of the shares changed accordingly: “A” 16.7% (RUB 2,000), “B” 33.3% (RUB 4,000), “C” 33.3% (RUB 4,000) , “D” 16.7% (2000 rubles).

Contributions from individual participants, as well as third parties, must be made within six months from the date of the decision.

Within a month from the end of the period for making contributions, the general meeting must approve the results: admit that the increase in the capital has taken place or has not taken place. If any of the specified deadlines are violated, the increase in the capital capital is considered invalid.

In theory, everything turns out quite logically. In practice, with an increase in the authorized capital, many questions and disagreements arise, and, accordingly, legal disputes.

a) Interesting claims were considered by the Arbitration Court of the Novosibirsk Region in case No. 45-5593/2014 (the decision was left unchanged by the Resolution of the Seventh Arbitration Court dated November 20, 2014). Two participants challenged the decisions of the general meetings of the companies to admit them into the company and change the size of the authorized capital of the companies and the shares of participants. The court found that the plaintiffs did not apply for admission to the company and make additional contributions; they did not actually contribute money, as evidenced by the explanations of the plaintiffs, third parties, as well as inaccuracies in the documents. At the same time, the court made several interesting conclusions about the application of the law and the explanations of the higher courts by analogy.

b) In case No. A81-5483/2014, on the contrary, the share of one of the participants was reduced from 30% to 0.1% by increasing the authorized capital through the contribution of another participant. The court overturned the decision of the general meeting ( Resolution of the Arbitration Court of the West Siberian District dated July 30, 2015 ), since it was adopted in gross violation of the Law “On LLC” and caused the plaintiff, who did not participate in the vote, losses in the form of a reduction in the share in the authorized capital. At the same time, the court of first instance recognized that the statute of limitations on the request to invalidate the decision had expired, but pointed out that this decision has no legal force, since it was adopted in the absence of the required majority and the subsequent decision of the general meeting in terms of approving the results of making additional contributions to The authorized capital also has no legal force.

c) Sometimes the court is forced not only to evaluate the legality of procedures for increasing the authorized capital, but also the expediency. In the Resolution in case No. A50-728/2015 dated July 14, 2015, the Seventeenth Arbitration Court of Appeal indicated that the actual need for special equipment does not characterize the advisability of satisfying it in precisely this way as an increase in the authorized company, as a result of which the share of one of its participants.

Recommendations and advice may be as follows: if there is a need to increase the authorized capital, it is necessary to comply with the procedures and deadlines established by law in as much detail and accuracy as possible. Otherwise, there is a high probability of such a decision being reversed, especially if there are potential interested parties.

Legal experts are ready to advise you on issues of increasing the authorized capital of the company so that you can take advantage of all the available advantages in the current situation.

We are confident that a clear and humane explanation of the advantages and disadvantages of options in your situation will only lead to the right management decisions and have a positive impact on your business. This will also help protect you from wrong decisions and adverse consequences.

We also have audio podcasts. These are 2-5 minute episodes. Dedicated to one dispute, conflict or news. You can listen to them directly on our website, on the website of the podcast platform, or download them to your computer, smartphone, etc. Issue 1 (on subsidiary liability); Issue 2 (challenging a contract based on abuse of right); Issue 3 (termination of the contract at the initiative of the seller, what to take into account?). A couple dozen more at the link.

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If your legal dispute or other dispute, contractual work or any other form of activity concerns the issues discussed in this or other of our material, we recommend that you check and make sure that your legal position complies with the latest changes in practice and legislation.

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03 August 2015

Yana Polskaya

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The capital increases due to the contribution of one participant

The following situation is when one of the owners wants to increase their share in the company. This is permissible with the consent of the others and is achieved by increasing the authorized capital through the contribution of only this participant.

For example, a company with a capital of 50 thousand rubles was created by two founders who have equal shares of 50% with a par value of 25 thousand rubles. One of them wants to increase his share to 75%, and the second does not object. To do this, the first founder must contribute an additional 50 thousand rubles to the management company. Then the capital will be equal to 100 thousand rubles, and the shares will be distributed as follows:

the participant who made an additional contribution will own 75% of the LLC, the nominal value of his share will be 75 thousand rubles;
the second participant will retain 25%, and the nominal value of his share will not change and will still be equal to 25 thousand rubles.

The founder who increases the capital capital must submit an application to the director of the LLC. In it, he prescribes the size and composition of the additional contribution, the term and form of payment (money or property), as well as the share that he expects to ultimately receive.

At the general meeting, participants must make a unanimous decision on:

increasing the share of this owner in the management company and its nominal value;
changes in the shares of the remaining owners of the Company;
making related changes to the charter.

Next, the owner must deposit money or property into the management company, but no later than six months from the date of the general meeting.

For an LLC with one founder, everything is somewhat simpler - he makes the decision to increase the authorized capital himself. As a result of the changes, the nominal value of his share becomes equal to the new value of the authorized capital.

Submitting documents to the tax office

A package of documents can be submitted to the inspection by the head of the company or a representative using a notarized power of attorney. You can do this in one of the following ways:

in person or through a representative: to the tax office or MFC;
by mail: by registered mail with declared value and an inventory of the contents;
courier delivery: such delivery is currently only allowed in Moscow, through the courier services DHL Express and Pony Express;
electronically: using the service “Submission of electronic documents for state registration” if you have an electronic signature;
through a notary: a notary can also send an application electronically, certifying it with his digital signature.

Changes will be registered within 5 working days.

A new member joins the society

The last typical situation is an increase in the authorized capital of an LLC at the expense of the assets of the new owner. An important point is that you must first make sure that this is not prohibited by the charter. The procedure itself is almost identical to how the capital stock is increased by the contribution of one owner:

A member of an LLC writes an application with a request to be accepted. In it, he sets out information about himself, indicates the size of the contribution and his future share, as well as information about by what means and in what time frame this contribution will be made.
A general meeting is held and a unanimous decision is made to include the applicant in the company, as well as to increase the size of the capital. The size and nominal value of the shares of all participants are determined. The relevant amendments to the charter are approved.
The next stage is the contribution of the authorized capital, or more precisely, its share, by the new participant. A maximum of six months is allotted for this.

The sole founder can also add one or more owners to his LLC. The only difference is that he must make all decisions alone.

Deadline for payment of additional contributions to the authorized capital

As we already know, the authorized capital can only be increased if it is paid for. What are the deadlines for making deposits? Payment terms depend on the method of capital increase.

If the capital increase occurs due to additional contributions of participants, then the period for making, as a general rule, is 2 months from the date of the decision to increase. However, a legal entity may establish other deadlines in its charter or in a decision of the general meeting of participants. That is, the law provides for a dispositive rule on the terms of making a contribution, and the specified period can be changed in the above cases.

In the case of increasing capital with the help of contributions from participants and (or) third parties, the deposit period is 6 months, which is counted from the day when the decision was made to increase the capital.