Tax consequences of transferring fixed assets to the authorized capital

Accounting for contributions to the authorized capital of other organizations.

According to paragraph 2 of Art. 34 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” (hereinafter referred to as Law No. 208-FZ), payment for shares can be made in money, securities, other things or property rights or other rights that have a monetary value. A similar rule is contained in paragraph 1 of Art. 15 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies” (hereinafter referred to as Law No. 14-FZ).

The value of the property contributed to the authorized capital is determined by the founders (but not more than the value determined by an independent appraiser).

In accounting, investments in the authorized (share) capital of other organizations are reflected by the entries:

Transfer of funds as a contribution to the authorized capital

Transfer of fixed assets to the authorized capital of another organization

Contribution to the authorized capital in materials

>Posting a contribution to the authorized capital of another organization

Contribution to the authorized capital - postings

3. The total value of net assets at the end of the year must be greater than the amount of founding funds specified in the documents. This condition is considered very important because if it is not met, the company must declare a reduction in the size of its assets. And in accordance with the law, such a company is subject to liquidation.

1. Payment of active funds, the amount of which was determined at the time of creation of the company. The stated amount must be paid in full. In the law, this clause applies even to those enterprises that have carried out state registration in the current year.

1. Leverage from non-board lenders. The creditor has the right to demand membership in the board of founders to guarantee the return of their money. The bylaws could be amended to allow him to resign from the board with priority for a full refund of his funds.
2. Contribution by a new member of the community to the authorized capital. The company may decide to increase capital by attracting new people after one of the founders transfers its share to another person.
3. The organization has the right to expand its authorized capital at the expense of property. An amendment for such an expansion is possible solely on the basis of the financial statements for the previous year.
4. Expansion by executive authorities.

In most countries, the level of authorized capital is one of the important criteria determining the possibility of cooperation with this organization. In Russia, the lower value of possible capital is ten thousand rubles, which makes it not a suitable criterion for analyzing the state of a company in most situations.

Postings at the receiving party when transferring OS for free use

In clause 23. Methodological guidelines for accounting for fixed assets, approved by Order of the Ministry of Finance of the Russian Federation dated October 13, 2003 No. 91n (hereinafter referred to as Order 91n), it is stated that fixed assets received by the organization are reflected in accounting at their original cost. One of the options for receiving these assets to an enterprise is to receive them free of charge from other institutions. For such fixed assets, the initial cost is the market price on the date of their reflection on the company’s accounts (clause 29 of the Guidelines).

The costs associated with the gratuitous receipt of fixed assets are accumulated on account 08, and the following entry is made:

Dt 08 Kt 98.

Additional costs (costs of delivery or bringing the OS into working condition) are also included in the debit of account 08:

Dt 08 Kt 60 (10, 23, 26, 76).

IMPORTANT! The gratuitous transfer of fixed assets from the donor is subject to VAT. But the organization receiving fixed assets cannot accept this tax for reimbursement and does not reflect information about it in accounting.

VAT on additional expenses is reflected in the accounts:

Dt 19 Kt 60.

The commissioning of the facility is reflected in the following correspondence:

Dt 01 Kt 08.

Since assets received free of charge are recognized as other income, as depreciation is calculated, their value is written off on credit 91. In this case, two accounting entries are made - one reflects the amount of accrued depreciation, the second - the amount of deferred income included in other income:

Dt 20 Kt 02;

Dt 98 Kt 91.

To learn more about operations with fixed assets, read the article “Accounting for fixed assets - accounting entries.”

Reception and transfer of fixed assets and materials from institutions (grain, etc.)

Contents of the transaction Upon transfer Upon receipt Debit Credit Debit Credit Transfer (receipt) between the head office and a separate division: a) fixed assets: - to the book value of the fixed asset; 0 304 04 310 0 101 xx 410 (000) <* 0 101 xx 310 (000) 0 304 04 310 - for the amount of accrued depreciation 0 104 xx 410 (000) 0 304 04 310 0 304 04 310 0 104 xx 410 (000 ) b) material reserves 0 304 04 340 0 105 xx 440 (000) 0 105 xx 340 (000) 0 304 04 340 <* (000) - in the accounting of autonomous institutions. Example 2. A branch of an autonomous institution received a notice of the transfer from the head institution of material reserves (referring to other material reserves - other movable property) acquired using funds from income-generating activities.

The branch is vested with the powers of a legal entity and maintains an independent balance sheet.

How to transfer fixed assets to another organization free of charge

The gratuitous transfer of fixed assets is their disposal. Therefore, entries in the accounting accounts begin with writing off the original cost and depreciation:

Dt 01-2 Kt 01-1;

Dt 02 Kt 01-2.

Clause 86 of Order 91n states that income and expenses associated with any disposal of fixed assets are reflected in account 91. Since the residual value relates to the expenses of the organization, it is debited to account 91:

Dt 91 Kt 01-2.

When transferring an OS free of charge, as well as when receiving it, additional costs may arise. They are reflected by wiring:

Dt 91 Kt 60 (76).

After this, a posting is made reflecting VAT on additional expenses:

Dt 19 Kt 60 (76).

Since VAT in this case is classified as an expense that is not taken into account for profit tax purposes, an accounting entry is made:

Dt 91 Kt 19.

The transfer of fixed assets on a free basis initially involves the accrual of VAT from the transferring party (such a transfer is considered a sale according to the provisions of Article 146 of the Tax Code of the Russian Federation, with the exception of cases specifically listed in the same article):

Dt 91 Kt 68.

As a result, the expenses incurred on account 91 are written off as losses to the enterprise. An accounting entry is prepared:

Dt 99 Kt 91.

Since the residual value and additional expenses cannot be taken into account when calculating income tax, a permanent tax liability arises, which is reflected:

Dt 99 Kt 68.

Certificate of acceptance and transfer of fixed assets in form OS-1

On the basis of an administrative act between budgetary educational institutions subordinate to one main manager of budgetary funds, the acceptance and transfer of equipment previously acquired through targeted subsidies with a book value of 180,000 rubles was carried out. (especially valuable movable property). It is subject to depreciation in the amount of RUB 26,000. A notice and an equipment acceptance certificate have been drawn up.

Important

The equipment has been accepted for accounting. The host institution's equipment will be used to fulfill government assignments. In accounting, these transactions will be reflected as follows.

Transaction content Debit Credit Amount, rub.

Postings in the budget if fixed assets were transferred free of charge

Just like private companies, budgetary organizations, within the framework of their legal capacity, can transfer OS free of charge or be their recipients.

In the budget, the main regulatory legal act regulating the correctness of registration of the gratuitous transfer of fixed assets in accounting accounts is Order of the Ministry of Finance of Russia dated December 1, 2010 No. 157n. In addition, depending on the type of organization, 3 more regulatory documents are used: order of the Ministry of Finance of Russia dated December 23, 2010 No. 183n - for autonomous institutions, order of the Ministry of Finance of Russia dated December 16, 2010 No. 174n - for budgetary organizations, order of the Ministry of Finance of Russia dated December 6, 2010 No. 162n - for state-owned enterprises.

For details of maintaining budgetary accounting of fixed assets, see the material “Budget accounting of fixed assets in 2021 (nuances).”

In government and budgetary organizations, when receiving fixed assets free of charge, it is necessary to take into account which budget manager of the institution that transfers the assets. Thus, only the account credit in the accounting entry will change:

• if organizations have the same fund manager - 030404310,
• if different managers - 040110180,
• other receipts - 040110100.

By debit in such a posting, the corresponding subaccounts of account 010100000 will always be used.

Disposal of fixed assets due to gratuitous transfer in budgetary and government organizations is reflected:

Dt 030404310 (040120200) Kt 010100000.

Since autonomous institutions do not have funds managers, free receipt of OS is possible either from the founders or from third-party organizations. The procedure for recording transactions for the gratuitous receipt and disposal of fixed assets on the accounts of such organizations is specified in Order 183n.

The legislation provides for cases when the gratuitous transfer of fixed assets is not subject to VAT taxation:

1. If fixed assets were transferred to a non-profit organization and they will be used to carry out the main activities reflected in the institution’s charter.

2. When transferring OS to government and local governments, state and municipal institutions, state and municipal unitary enterprises.

In other cases, the transferring party charges VAT.

In addition to the calculation of VAT, when transferring fixed assets free of charge, an important issue is their inclusion in income that affects the taxable base for income tax. Thus, when transferring within one budget level and during interbudgetary transfer, income from gratuitously received fixed assets is not taken into account.

If the assets were not received from institutions of the budget system, then you should pay attention to whether they came as a donation or under a gift agreement. Because in accordance with sub. 1 item 2 art. 251 of the Tax Code of the Russian Federation, only income in the form of donations is exempt from profit taxation. If property was received under a gift agreement, its market value is included in non-operating income (subclause 1, clause 4, article 271 of the Tax Code of the Russian Federation).

Tax accounting

The calculation of taxes upon receipt of OS does not depend on whether the management company is initially formed or whether it is an additional contribution of participants.

VAT

An organization that has received a fixed asset as a contribution to the authorized capital has the right to deduct VAT recovered by the transferring party. 11th century 171 of the Tax Code of the Russian Federation, provided that:

• The OS was accepted by the company for registration. 8 tbsp. 172 Tax Code of the Russian Federation;
• the received property will be used in activities subject to VAT. 11th century 171 Tax Code of the Russian Federation;
• the corresponding amount of VAT is reflected in the act of acceptance and transfer of fixed assets, sub. 1 clause 3 art. 170 Tax Code of the Russian Federation; Resolution of the FAS ZSO dated October 10, 2013 No. A81-4096/2012.

Please note that the participant does not issue an invoice when transferring the OS. 4 p. 3 art. 39, sub. 1 item 2 art. 146, paragraph 3 of Art. 169 of the Tax Code of the Russian Federation. Therefore, it is the act of acceptance and transfer of fixed assets that is recorded in the purchase book. 14 Rules for maintaining a purchase book, approved. Government Decree No. 1137 dated December 26, 2011.

Income tax

When a company receives a fixed asset, it does not take into account its cost in income when calculating income tax. 3 p. 1 art. 251 Tax Code of the Russian Federation. VAT recovered by the participant under OS is also not taken into account in income. 3.1 clause 1 art. 251 Tax Code of the Russian Federation.

The fixed asset is accepted for accounting at its residual value according to the tax accounting data of the participant on the date of transfer of ownership to it. 2 p. 1 art. 277, para. 8 clause 1 art. 257 Tax Code of the Russian Federation. Therefore, in the act of acceptance and transfer of fixed assets (this can be a unified form No. OS-1 or an act of any form, but containing the mandatory details of the primary document, Part 2, Article 9 of the Law of December 6, 2011 No. 402-FZ), the participant must reflect this data .

The Ministry of Finance explained that the residual value of the property can also be confirmed by the primary data on the basis of which its initial value was formed. And also documents that record the amount of accrued depreciation. Letter of the Ministry of Finance dated 08/05/2011 No. 03-03-06/2/114. As you understand, copies of these documents must be certified by the signature of the head and the seal of the participating organization.

If the receiving party cannot document the value of the fixed assets contributed to the authorized capital, then this value is recognized as equal to zero. 1 tbsp. 277 of the Tax Code of the Russian Federation and it cannot be taken into account in expenses.

Based on the received fixed asset, you have the right to calculate monthly depreciation and take it into account in expenses. 1 tbsp. 256, paragraph 3 of Art. 272, sub. 2 p. 3 art. 273 Tax Code of the Russian Federation.

If the cost of fixed assets contributed to the authorized capital is less than 40,000 rubles, it cannot be taken into account in tax expenses at a time. This was confirmed to us by the Ministry of Finance.

FROM AUTHENTIC SOURCES

BAKHVALOVA Alexandra Sergeevna Consultant of the Department of Tax and Customs Tariff Policy of the Ministry of Finance of Russia

“If an organization receives a fixed asset as a contribution to the authorized capital, such fixed assets must be taken into account as depreciable property and its value must be written off through the depreciation mechanism, even if the residual value of this property does not exceed 40,000 rubles.

It will not be possible to write off the residual value of depreciable property as expenses at once.”

Depreciation should be calculated from the 1st day of the month following the month in which the received asset was put into operation.

Don’t forget to assign an inventory number to this OS and draw up an act of putting it into operation (tax officials are very scrupulous about their availability). The act can be drawn up in any form (but it must be approved by the manager). Or data for tax accounting must be added to the transfer and acceptance certificate of fixed assets OS-1, generated for accounting purposes.

Additionally, when obtaining the OS, keep the following in mind:

• you must include it in the depreciation group (subgroup) in which it was included in the participant. 12 tbsp. 258 Tax Code of the Russian Federation; Letter of the Ministry of Finance dated November 29, 2012 No. 03-03-06/1/617. Therefore, it is important that such information is indicated in the transfer deed for the OS;
• if the company uses the straight-line depreciation method, you have the right to reduce the useful life of this asset by the number of years (months) of use by its participant. 7 tbsp. 258 of the Tax Code of the Russian Federation (in this case, the service life must also be reflected in the acceptance certificate).

But the depreciation bonus on fixed assets received as a contribution to the authorized capital cannot be applied, since the company does not incur costs for the acquisition or creation of fixed assets. Letter of the Ministry of Finance dated 06/08/2012 No. 03-03-06/1/295 (clause 2); Resolution of the Federal Antimonopoly Service of the Moscow Region dated February 10, 2014 No. F05-18084/2013.

Property tax

There are no special features for calculating property tax on fixed assets received as a contribution to the authorized capital. The object of taxation is sub. 8 clause 4 art. 374, paragraph 25 of Art. 381 Tax Code of the Russian Federation:

• real estate. Please note that for individual real estate objects the tax is calculated based on their cadastral value. 2 tbsp. 375 Tax Code of the Russian Federation. The remaining real estate is accounted for at book value, calculated according to accounting rules. 1 tbsp. 374 Tax Code of the Russian Federation;
• movable property included in the 3-10th depreciation groups according to the Classification of fixed assets, which was received from interdependent persons.

Let us recall that organizations are recognized as interdependent, for example, those that have... 2 tbsp. 105.1 Tax Code of the Russian Federation:

• <or>the participant’s share in the company is more than 25% sub. 1 item 2 art. 105.1 Tax Code of the Russian Federation;
• <or>the same person has a share of more than 25% in both your organization and the participating company. 3 p. 2 art. 105.1 Tax Code of the Russian Federation;
• <or>the director (sole executive body) in your company and in the participating company is the same. 8 paragraph 2 art. 105.1 Tax Code of the Russian Federation.

USNO

If your company applies the simplification, then when receiving a fixed asset as a contribution to the capital company, its value, as well as the VAT restored by the transferring party, is not taken into account as part of income. 1 clause 1.1 art. 346.15, subd. 3, 3.1 clause 1 art. 251 Tax Code of the Russian Federation. At the same time, VAT cannot be taken into account in expenses, since you did not pay it. 1 tbsp. 346.16 Tax Code of the Russian Federation.

The Ministry of Finance believes that when calculating the “simplified” tax, the cost of a fixed asset received as a contribution cannot be taken into account in expenses, since upon receipt of it the company does not incur any costs. .2010 No. 03-11-06/2/14. Some courts support this position; Resolution of the Federal Antimonopoly Service of Ukraine dated December 15, 2008 No. F09-9338/08-S3; FAS NWO dated September 28, 2007 No. A56-4532/2007.

How to arrange the transfer of property to interdependent persons: contribution to the management company and contribution to the property

Now let's talk about taxes. Let's start with the transferor, who does not face any tax complications when transferring the contribution. The cost of the contribution to the authorized capital is not taken into account in expenses (clause 3 of Article 270 of the Tax Code of the Russian Federation). As for VAT, when transferring property as a contribution to the authorized capital, it is necessary to restore the tax on the transferred property, which was previously accepted for deduction. At the same time, VAT on fixed assets is restored in proportion to their residual (book) value (subclause 1, clause 3, article 170 of the Tax Code of the Russian Federation). Such restoration must be carried out during the period when the actual transfer of property occurred.

Thus, from a tax point of view, the method of transferring property by making a contribution to the authorized capital is very attractive, since no extra taxes are paid. Judge for yourself: VAT recovered by the transferring party is accepted for deduction by the recipient of the property. Depreciation on an object is accrued in the usual manner both before and after the transfer of property.

Accounting

Fixed assets received as a contribution to the authorized capital are taken into account at their original cost. This value is recognized as a monetary valuation of this property, carried out by an independent appraiser and approved by the participants (in the minutes of the general meeting) p. 9 PBU 6/01; para. 2 p. 2 art. 66.2 Civil Code of the Russian Federation; clause 2 art. 15 of the Law of 02/08/98 No. 14-FZ; clause 3 of the Information Letter of the Presidium of the Supreme Arbitration Court dated May 30, 2005 No. 92; Letter of the Ministry of Finance dated October 3, 2011 No. 03-05-05-01/80.

The balance in account 80 “Authorized capital” must correspond to the size of the charter capital recorded in the constituent documents of the company.

Example. Receiving OS as a contribution to the management company

/ condition / TPK-group LLC, as a contribution to the authorized capital, transfers to the newly created Spetstransport LLC a truck, which was listed as part of its fixed assets. The cost of the fixed asset, as assessed by an independent appraiser, is reflected in the decision of the general meeting of participants - 650,000 rubles. The amount of VAT recovered by the participant is indicated in the transfer and acceptance certificate and amounts to 108,000 rubles.

/ solution / The organization receiving the contribution to the management company will have the following postings.

If the company's participants decide to increase the size of the authorized capital due to their additional contributions to an already existing organization, then posting Dt account 75-1 - Kt account 80 is made on the date of state registration of these changes, and posting Dt account 08 - Kt account 75 - at the time receiving property.

But the fixed asset must be accepted for accounting (that is, reflected on account 01) when the asset is ready for use. 4 PBU 6/01, regardless of the fact of registration of changes in the constituent documents. After all, PBU 6/01 does not contain such a condition.

***

If the fixed asset is contributed by a participant - an individual, then a special rule applies when determining the value of property in tax accounting. In this case, the value of the property is the sum of the participant’s documented costs for the purchase or creation of this property, but not higher than its market value, confirmed by an independent appraiser. 4 subp. 2 p. 1 art. 277 Tax Code of the Russian Federation.

And a couple more nuances. If the OS was received from a participant - an individual who is not an entrepreneur, then:

• The SPI of such an OS cannot be reduced for the period of its use by the participant himself. 7 tbsp. 258 Tax Code of the Russian Federation; Letter of the Ministry of Finance dated March 20, 2013 No. 03-03-06/1/8587;
• The VAT amount cannot be deducted, even if it is indicated in the transfer and acceptance certificate. 143 Tax Code of the Russian Federation; Resolution of the Federal Antimonopoly Service of the North-Western Territory of August 29, 2008 No. A42-5628/2007.

Other articles from the magazine "MAIN BOOK" on the topic "Fixed assets / real estate / capital investments":

How to contribute authorized capital with property

The contribution of property to the Authorized Capital (hereinafter referred to as the Criminal Code) in the form of a contribution is formalized at the stage of making a decision on organizing an enterprise. If one founder creates a company, then he prescribes this provision in the Decision on the creation of the enterprise, and if there are two or more founders - in the Minutes of the general meeting of founders.

Based on clause 1 of Article 15 of the Federal Law of the Russian Federation No. 14-FZ of 02/08/1998. “On limited liability companies” and art. 66 of the Civil Code of the Russian Federation, movable and immovable property can be contributed to the Criminal Code.

Real estate, according to Article 130 of the Civil Code of the Russian Federation, is considered to be subsoil plots, land plots and other assets that are firmly connected to the land and their movement without causing serious damage to them is impossible. Such assets include buildings, structures, construction in progress and other similar objects.

In addition, the law also includes sea, aircraft and inland navigation vessels that are subject to state registration as real estate.

All other assets are recognized as movable property.

According to paragraph 2 of Article 15 of the Law “On Limited Liability Companies”, the property included in the Criminal Code must have a monetary value, which:

• approved by the founders in the Decision (in the Protocol) unanimously;

• and if it exceeds 20 thousand rubles, then an independent appraiser must be involved to determine it.

This property must be finally included in the Criminal Code within no more than 4 months from the date of state registration of the company. If the founder does not pay his share in full or at all, then its unpaid part goes to the organization. In addition, the property included in the Criminal Code becomes the property of the Company after its registration.

Transfer of fixed assets to the authorized capital of another organization

If a fixed asset is contributed as a contribution to the authorized capital of a joint-stock company, then in accordance with paragraph 3 of Article 34 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies”, when paying for shares in non-cash, to determine the market value of the transferred fixed asset , an independent appraiser must be involved. The value of the monetary valuation made by the founders of the joint-stock company and the board of directors cannot be higher than the value of the valuation made by an independent appraiser.

If the fixed asset is contributed as a contribution to the authorized capital of a limited liability company, then it is necessary to be guided by paragraph 2 of Article 15 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies”. In accordance with this clause, the monetary value of non-monetary contributions to the authorized capital of the company made by the company's participants is approved by a unanimous decision of the general meeting of the company's participants. If the nominal value (increase in nominal value) of a company participant’s share in the authorized capital of the company, paid for by a non-cash contribution, is more than two hundred minimum wages established by federal law on the date of submission of documents for state registration of the company or corresponding changes in the company’s charter, such contribution must be assessed an independent appraiser. The nominal value (increase in the nominal value) of the share of a company participant, paid for by such a non-monetary contribution, cannot exceed the amount of valuation of the specified contribution, determined by an independent appraiser.

In accordance with the Chart of Accounts, to reflect transactions related to making contributions to the authorized (share) capitals of other organizations, account 58 “Financial Investments” subaccount “Shares and Shares” is intended, according to the valuation amount of the specified contribution, determined by an independent appraiser.

Paragraph 3 of Article 39 of the Tax Code of the Russian Federation (hereinafter referred to as the Tax Code of the Russian Federation) establishes that the transfer of property is not recognized as the sale of goods, work or services if such transfer is of an investment nature, including contributions to the authorized (share) capital of business companies and partnerships.

That is, the fixed asset is no longer used in activities subject to VAT. However, it may happen that the fixed asset transferred to the authorized capital of another organization has not yet been fully depreciated. The question then arises: should the “input” VAT be restored? Tax officials believe that the company is obliged to restore the amount of input VAT that falls on the residual value of the transferred fixed assets. Evidence of this is numerous court proceedings, as well as the Letter of the Ministry of Taxes and Taxes of the Russian Federation dated July 30, 2004 No. 03-1-08/1711/ [email protected] “On value added tax.” Officials explain their position by the fact that decommissioned equipment is no longer used in activities subject to VAT (subclause 1 of clause 2 of Article 171 of the Tax Code of the Russian Federation), and, therefore, there is no reason to apply a tax deduction.

However, courts, as a rule, do not support this point of view. The fact is that the Tax Code does not contain a requirement to restore input VAT on fixed assets written off from the balance sheet before they are fully depreciated. Moreover, this applies not only to the write-off of fixed assets as a result of their contribution to the authorized capital, but also to other situations when not fully depreciated fixed assets begin to be used in activities not subject to VAT.

Note!

From January 1, 2006, VAT amounts are subject to deductions from a taxpayer who received property, intangible assets and property rights as a contribution (contribution) to the authorized (joint) capital (fund), provided that they were restored by the shareholder (participant, shareholder) in the manner established by paragraph 3 of Article 170 of the Tax Code of the Russian Federation, that the restoration is documented, and there is a document established by paragraph 3 of Article 170 of the Tax Code of the Russian Federation. Deductions for amounts of tax restored (in the form of a defective exception), in accordance with paragraph 6 of Article 171 of the Tax Code of the Russian Federation, from the person who received this real estate as a contribution to the authorized capital, are never made, but disappear.

If the founder makes a non-monetary contribution to the authorized capital of another organization, then for tax purposes this operation is not recognized as a sale in the founder’s accounting.

According to paragraph 3 of Article 270 of the Tax Code of the Russian Federation, expenses of a participant (founder) in the form of contributions to the authorized (joint) capital do not reduce the tax base when calculating income tax.

In most cases, contributions to the authorized capital of property, in particular fixed assets, are associated with additional costs. Such expenses may include the costs of dismantling the transferred equipment, transportation costs and other expenses associated with the contribution of property to the authorized capital. If the founding organization incurs such expenses, then, in accordance with subparagraph 2 of paragraph 1 of Article 277 of the Tax Code of the Russian Federation, they are taken into account when calculating the profit tax of the current period.

The same subclause establishes that the difference between the value of the property, property rights contributed as payment and the nominal value of the acquired shares, interests (shares) is not recognized as profit (loss) of the taxpayer - shareholder (participant, shareholder), that is, the resulting difference (profit or loss ) is not taken into account when taxing profits.

The value of the acquired shares (shares, shares) for tax purposes is recognized equal to the value (residual value) of the contributed property (property rights), determined according to tax accounting data on the date of transfer of ownership of the specified property (property rights), taking into account additional expenses that for tax purposes are recognized by the transferring party upon such payment.

Note!

Federal Law No. 58-FZ introduced changes to paragraph 1 of Article 277 of the Tax Code of the Russian Federation, which clarify the procedure for determining the tax base for the taxpayer-issuer and the taxpayer-shareholder; these changes apply to legal relations from January 1, 2005.

“Article 277. Features of determining the tax base for income received upon transfer of property to the authorized (share) capital (fund, fund property)

1. When placing issued shares (shares, shares), the income and expenses of the issuing taxpayer and the income and expenses of the taxpayer acquiring such shares (shares, shares) (hereinafter in this article - shareholder (participant, shareholder)) are determined taking into account the following features :

1) the taxpayer-issuer does not experience profit (loss) when receiving property (property rights) as payment for the shares (shares, shares) placed by him;

2) the taxpayer-shareholder (participant, shareholder) does not experience profit (loss) when transferring property (property rights) as payment for the placed shares (shares, shares).

In this case, the value of the acquired shares (shares, shares) for the purposes of this chapter is recognized equal to the value (residual value) of the contributed property (property rights or non-property rights having a monetary value (hereinafter in this article - property rights)), determined according to tax accounting data for the date of transfer of ownership of the specified property (property rights), taking into account additional expenses that, for tax purposes, are recognized by the transferring party upon such payment.

In this case, property (property rights) received in the form of a contribution (contribution) to the authorized (share) capital of the organization, for profit tax purposes, is accepted at the cost (residual value) of the property (property rights) received as a contribution (contribution) to the authorized (share) capital right). The cost (residual value) is determined according to the tax accounting data of the transferring party on the date of transfer of ownership of the specified property (property rights), taking into account additional expenses that, with such payment (contribution), are made by the transferring party, provided that these expenses are defined as a contribution (contribution) to the authorized (share) capital. If the receiving party cannot document the value of the contributed property (property rights) or any part thereof, then the value of this property (property rights) or part thereof is recognized as zero.

When making (contribution) of property (property rights) by individuals and foreign organizations, its value (residual value) is recognized as documented expenses for its acquisition (creation), taking into account depreciation (wear and tear) accrued for the purpose of taxing profit (income) in the state, tax authorities of which the transferring party is a resident, but not higher than the market value of this property (property rights), confirmed by an independent appraiser acting in accordance with the legislation of the specified state.

The value of property (property rights) received in the course of privatization of state or municipal property in the form of a contribution to the authorized capital of organizations is recognized for the purposes of this chapter at the cost (residual value) determined as of the date of privatization according to accounting rules.”

Before the amendments made, Federal Law No. 58-FZ of the Tax Code of the Russian Federation did not contain a procedure for determining the valuation of property received as a contribution to the authorized capital. The principle of property valuation was fixed only for the party transferring the property (subparagraph 2 of paragraph 1 of Article 277 of the Tax Code of the Russian Federation). At the same time, the tax authorities insisted that the receiving party take into account the property transferred as a contribution to the authorized capital based on the value of this property, according to the tax records of the transferring party, and not based on the amount established by the founders. Now the changes introduced by Law No. 58-FZ provide a clear definition of the value of property received as a contribution (contribution) to the authorized capital. These changes were made retroactively to January 1, 2005.

From the above date, property (property rights) received in the form of a contribution (contribution) to the authorized (share) capital of an organization, for profit tax purposes, is accepted at the cost (residual value) received as a contribution (contribution) to the authorized (share) capital property (property rights). In this case, the value (residual value) is determined according to the tax accounting data of the transferring party on the date of transfer of ownership of the specified property (property rights), taking into account additional expenses that, with such payment (contribution), are made by the transferring party, provided that these expenses are determined in as a contribution (contribution) to the authorized (share) capital. If the receiving party cannot confirm the value of the contributed property (property rights) or any part thereof, then the value of this property (property rights) or part thereof is recognized as zero.

Example.

In May 2004, the organization transferred its fixed assets to another organization in the form of a contribution to the authorized capital. The initial cost of the fixed asset is 84,000 rubles, the amount of depreciation accrued at the time of transfer is 30,000 rubles, the cost of dismantling the transferred fixed asset is 6,000 rubles.

In accordance with the constituent documents, the contribution to the authorized capital is 95,000 rubles.

To reflect transactions in accounting, we will use the following names of subaccounts:

01-1 “Fixed assets in the organization”;

01-2 “Disposal of fixed assets.”

Contribution to the authorized capital of another posting organization

Options for transferring property owned by the company to another person

251 and paragraphs. 1 clause 1 art. 277 of the Tax Code of the Russian Federation). Subsequently, the company will be able to take into account the cost of the property received from the founder as expenses. But only on the condition that the founder gave her documents confirming the value of the assets for tax purposes. The organization reflects the received property at the value formed in the tax accounting of the founder on the date of transfer. The initial cost of the received fixed asset is recognized as equal to the residual value of the object according to the data of the transferring party (paragraph 3, paragraph 2, paragraph 1, article 277 of the Tax Code of the Russian Federation). If the founder has not submitted documents confirming the value of the transferred assets, it is considered that the value of the received property is zero (paragraph 3, paragraph 2, paragraph 1, article 277 of the Tax Code of the Russian Federation). This means that the recipient organization will not be able to take these assets into account when calculating income tax. If the founder has confirmed the cost of the fixed asset, the recipient organization, after putting the object into operation, has the right to charge depreciation on it (read more on page 59). She recognizes depreciation amounts when calculating income tax in the usual manner (clause 4 of article 259 and clause 3 of article 272 of the Tax Code of the Russian Federation).

Read on e.rnk.ru. How can the recipient determine the useful life of a fixed asset? An organization that has received a used fixed asset as a contribution to the authorized capital has the right to reduce its useful life for the period of operation of the object by the founder (clause 7 of Article 258 of the Tax Code of the Russian Federation). But only on condition that the founder is a legal entity or entrepreneur. The Russian Ministry of Finance believes that it is impossible to reduce the useful life of a fixed asset if an organization received it from an individual who does not have the status of an entrepreneur (Letters dated March 29, 2013 N 03-03-06/1/10056 and dated March 15, 2013 N 03-03 -06/1/7939). After all, individuals do not set the useful life of fixed assets and do not depreciate them for tax purposes. Read more about these and other explanations from the financial department on the website e.rnk.ru in the article “How the Ministry of Finance recommends determining the useful life of used fixed assets” // RNA, 2015, No. 4.

When paying for a contribution to the authorized capital with raw materials, goods, materials and other non-depreciable property, the receiving party has the right to include their cost in expenses as they are transferred into production or on the date of sale (clause 3, clause 1, article 268 and clause 2, article 272 of the Tax Code RF).

Note. If the founder has not confirmed the value of the assets, the recipient accepts them for tax accounting at zero value.

The founder does not restore the depreciation bonus on the transferred fixed assets , but the recipient cannot apply it either

Tax accounting for the transferor

If the founder transferred a fixed asset for which he had previously applied a depreciation bonus, it does not need to be restored. After all, the depreciation premium must be restored only if the fixed asset is sold to a related party. And only on the condition that five years have not passed since the commissioning of the OS facility (paragraph 4, paragraph 9, article 258 of the Tax Code of the Russian Federation). The transfer of property as a contribution to the authorized capital of a subsidiary is not a sale (clause 4, clause 3, article 39 of the Tax Code of the Russian Federation). The Russian Ministry of Finance agrees that when fixed assets are disposed of for reasons not recognized as sales, the depreciation bonus is not restored (Letter dated December 15, 2011 N 03-03-06/1/827).

Tax accounting at the receiving party

Even if there are documents from the founder confirming the residual value of the transferred fixed asset, the recipient cannot apply a depreciation bonus (read more on page 60). The Russian Ministry of Finance explains this by the fact that the receiving party does not bear the costs of purchasing a fixed asset. That is, it does not make capital investments (Letters dated 06/08/2012 N 03-03-06/1/295, dated 06/19/2009 N 03-03-06/2/122 and dated 05/16/2006 N 03-03-04/1 /452).

Read on e.rnk.ru. Even more useful materials The Russian Ministry of Finance is against charging a depreciation bonus not only for fixed assets received from the founder as a contribution to the authorized capital, but also for those fixed assets that the organization discovered during the inventory. The reason is the same - the company does not have expenses in the form of capital investments for the creation or acquisition of these facilities (Letter dated December 29, 2009 N 03-03-06/1/829). Read more about this, as well as about the calculation of bonus depreciation in other difficult situations, on the website e.rnk.ru in the article “The Ministry of Finance is against the use of bonus depreciation if it is not provided for by the accounting policy” // RNA, 2015, No. 3.

A similar opinion is shared by the majority of courts (Resolutions of the Volga-Vyatka Federal Antimonopoly Service dated April 3, 2014 N A28-2330/2013, Moscow District dated February 10, 2014 N F05-18084/2013 and dated October 16, 2013 N A40-145565/12-91-646 districts) .

Note. When depositing fixed assets, the founder determines the amount of recoverable VAT in proportion to its residual value.

The founder is obliged to restore VAT on the transferred property, and the recipient has the right to deduct it

VAT at the transferring party

If the founder is a VAT payer, then the “input” tax on the transferred property, which he previously legally accepted for deduction, must be restored to payment to the budget. This is provided for by the Tax Code (clause 1, clause 3, article 170 of the Tax Code of the Russian Federation). When making a contribution to the authorized capital of raw materials, materials or goods, the founder restores VAT in the amount in which he previously accepted it for deduction (paragraph 2, paragraph 1, paragraph 3, article 170 of the Tax Code of the Russian Federation). If the participant transferred a fixed asset or an intangible asset, he determines the amount of the restored tax in proportion to the residual value of the object. The founder takes into account the cost of fixed assets or intangible assets according to accounting data. He does not take into account the results of the revaluation (paragraph 2, paragraph 1, paragraph 3, article 170 of the Tax Code of the Russian Federation). The participant determines the amount of recoverable VAT using the formula:

VAT to be restored = VAT accepted for deduction on fixed assets: Initial cost of fixed assets x Residual value of fixed assets,

where VAT accepted for deduction under fixed assets is the amount of VAT that the founder accepted for deduction when capitalizing the fixed asset; The initial cost of fixed assets is the initial cost of the transferred fixed assets object according to the founder’s accounting data (without taking into account revaluation); Residual value of fixed assets is the residual value of the fixed assets object on the date of transfer (according to the founder’s accounting data without taking into account revaluation). The founder indicates the amount of restored VAT in the act of acceptance and transfer of property (paragraph 3, paragraph 1, paragraph 3, article 170 of the Tax Code of the Russian Federation). He cannot recognize this amount when calculating income tax (Letters of the Ministry of Finance of Russia dated 02.08.2011 N 03-07-11/208, Federal Tax Service of Russia dated 14.04.2014 N ГД-4-3/ [email protected] and the Federal Tax Service of Russia for the city Moscow dated 07/05/2006 N 19-11/058862). In addition, in tax accounting, the amount of restored VAT does not increase the size of the founder’s contribution to the authorized capital of another company. For tax purposes, the value of a participant’s share is equal to the value of the property contributed by him without taking into account VAT (paragraph 2, paragraph 2, paragraph 1, article 277 of the Tax Code of the Russian Federation).

VAT at the receiving party

An organization that received property as a contribution to the authorized capital has the right to deduct the amount of VAT recovered by the transferring party (paragraph 3, paragraph 1, paragraph 3, Article 170 of the Tax Code of the Russian Federation). But this is possible only if the company intends to use the received property in transactions subject to VAT (clause 11 of Article 171 of the Tax Code of the Russian Federation). She will be able to deduct the tax only after the objects are capitalized (clause 8 of Article 172 of the Tax Code of the Russian Federation). The organization determines the amount of VAT to be deducted based on the data in the asset transfer and acceptance certificate. The recipient does not have an invoice. Therefore, in the purchase book it reflects an act confirming the acceptance and transfer of property that is a contribution to the authorized capital (clause 14 of the Rules for maintaining a purchase book used in VAT calculations, approved by Decree of the Government of the Russian Federation of December 26, 2011 N 1137). If the recipient does not use the received assets in activities subject to VAT, he does not take the amount of the restored tax for deduction (paragraph 3, paragraph 1, paragraph 3, Article 170 of the Tax Code of the Russian Federation). Accordingly, he does not reflect this amount in any way either in tax or accounting.

Note. In the purchase book, the recipient registers the act of acceptance and transfer of property from the founder.

What entries need to be made in accounting for the founder and recipient of assets

Accounting at the transferring party

On the date of creation of the subsidiary, the founder reflects in the accounting records the debt for making a contribution to its authorized capital.

He takes the amount of the contribution from the decision of the general meeting of founders or the decision of the sole participant of the company (clause 2 of article 15 of the Federal Law of 02/08/1998 N 14-FZ and clause 3 of article 34 of the Federal Law of 26/12/1995 N 208-FZ). The posting looks like this: Debit 58, subaccount “Shares and Shares”, Credit 76 - reflects the debt of the founder for the contribution to the authorized capital of the organization. If, as a contribution to the authorized capital, the founder transferred raw materials, supplies, goods or other property not related to fixed assets, he makes the following entry in accounting: Debit 76 Credit 10 (41) - the value of assets transferred to the subsidiary is written off. When paying for a deposit with fixed assets, the participant needs to make several entries: Debit 01, subaccount “Retirement of fixed assets”, Credit 01, subaccount “Fixed assets in operation” - reflects the initial cost of the fixed asset transferred to the subsidiary; Debit 02 Credit 01, subaccount “Disposal of fixed assets” - the amount of accrued depreciation on the transferred fixed asset is taken into account; Debit 76 Credit 01, subaccount “Disposal of fixed assets” - the residual value of the transferred fixed assets is written off. The founder reflects the restoration of VAT on any property transferred to a subsidiary company (fixed assets, materials, goods, etc.) by writing: Debit 19 Credit 68 - VAT restored. In accounting, the amount of recovered VAT must be included in the initial cost of the financial investment. Such clarifications are provided by the Ministry of Finance of Russia (Letters dated December 19, 2006 N 07-05-06/302 and dated October 30, 2006 N 07-05-06/262). This means that the founder makes one more entry: Debit 58, subaccount “Shares and Shares”, Credit 19 - the initial cost of the financial investment has been increased by the amount of the restored VAT. After contributing property to the authorized capital of a subsidiary, the founder determines the result of this operation. If the value of assets, according to the assessment approved by the general meeting of participants, exceeded their value in accounting, the founder makes the following entry: Debit 76 Credit 91 - other income is taken into account. If the value of the transferred property, according to the assessment determined by the participants, turned out to be less than its value in accounting, the founder makes the following entry: Debit 91 Credit 76 - other expenses are taken into account.

Accounting at the receiving party

The newly created organization reflects the debt of the founder to pay for the contribution to its authorized capital with the following entry: Debit 75, subaccount “Settlements for contributions to the authorized capital”, Credit 80 - the debt of the founder is reflected. When receiving from the founder materials, goods, raw materials or other property that does not meet the criteria of fixed assets, the organization makes an entry in accounting: Debit 10 (41) Credit 75 - assets contributed by the founder as a contribution to the authorized capital are accepted for accounting. If a participant transferred a fixed asset to a subsidiary, it reflects this fact in two entries: Debit 08 Credit 75 - reflected as part of investments in non-current assets, the value of the fixed asset transferred by the founder; Debit 01 Credit 08 - the fixed asset contributed by the founder was accepted for accounting. If a subsidiary intends to declare a VAT deduction on received assets, the Russian Ministry of Finance proposes to reflect the tax amount in accounting as follows (Letter dated 10.30.2006 N 07-05-06/262): Debit 19 Credit 83 - VAT restored by the founder is taken into account. On the date of acceptance of VAT for deduction, the organization makes another entry: Debit 68 Credit 19 - the amount of VAT restored by the founder has been accepted for deduction.

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According to the Civil Code of the Russian Federation, state (municipal) institutions use the property assigned to them under the right of operational management in accordance with the goals of their activities and the purpose of this property within the limits established by law. Let’s find out whether institutions have the right to independently dispose of material assets assigned to them under the right of operational management. From paragraph 4 of Art. 298 of the Civil Code of the Russian Federation it follows that state institutions do not have the right to alienate or otherwise dispose of any property without the consent of its owner. Autonomous and budgetary institutions cannot independently dispose of real estate and especially valuable movable property assigned to them by the owner or acquired using funds allocated to them for this by the owner. The remaining property that they have under the right of operational management, these institutions have the right to dispose of independently (Clause 2 of Art.