Step-by-step algorithm for increasing the authorized capital of an LLC through the contribution of a participant (money, property) - instructions and transactions

Sources of formation of additional capital

An organization's additional capital can be formed through:

• amounts of revaluation of fixed assets;

• amounts of additional valuation of intangible assets;

• share premium from the sale of shares (stakes in the authorized capital) at a price higher than their nominal value;

• exchange rate differences generated during the formation of the authorized capital in case of payment in foreign currency;

• exchange rate differences that arise as a result of converting into rubles the value of assets and liabilities denominated in foreign currency and used to conduct activities outside of Russia;

• contributions of founders (participants) to the property of the company;

• VAT amounts received when contributing property (property rights, intangible assets) to the authorized capital of the organization and restored by the founding organization (participant).

To reflect in accounting transactions related to the formation of additional capital, use account 83 “Additional capital”.

For more information on accounting for transactions related to the formation of additional capital from various sources, see:

• How to reflect the revaluation of fixed assets in accounting;

• How to reflect in accounting an increase in the authorized capital of a joint-stock company due to additional placement of shares;

• How to reflect the founder’s contribution to the authorized capital in accounting;

• How to record the founder’s contribution to the property of the LLC;

• How to reflect VAT in accounting and tax accounting.

Step-by-step instructions for increasing the company's capital with the property of the founder

The procedure for increasing the size of the authorized capital at the expense of the property of LLC participants is regulated by Article 19 of Law No. 14-FZ as amended. dated 04/23/2018.

This article states that the amount of the capital can be increased through additional contributions from the founders of the company and an increase in the size of their shares. In this case, the value of the share may increase by an amount equal to or less than the additional contribution.

Any existing founder can make an additional contribution. At the same time, its size is limited - it should not exceed part of the total cost of additional deposits, proportional to the size of the share of this founder in the company's capital.

A contribution can also be made by a new person who is added to the LLC.

Additional contributions can be made either by decision of the general meeting or on the basis of an application from a participant or a third new person.

Step-by-step instructions for carrying out the procedure for increasing through additional contributions:

Step 1. A statement from the current participant is written about the desire to make an additional contribution to the existing capital. When introducing a new founder (third party), the application is drawn up by this person. This step is optional. You can increase your capital through additional contributions without an application.

Step 2. A general meeting of LLC participants is convened. If there is only one founder, then he alone makes the decision.

Step 3. At the meeting, the issue of introducing a new participant into the company is discussed, the size of his share and the amount of contribution are established. If a new participant is not introduced, and the authorized capital is increased due to additional contributions from the existing founders, then the amount of contributions and the amount of increase in their share in connection with this are determined.

Step 4. A decision is made to introduce a new participant, the size of his share and contribution - unanimously (in this case, the share cannot be greater than the contribution). If contributions are made by the existing founders, then a decision is made to increase the capital with 2/3 votes (unless otherwise established in the company itself). If a contribution is made on the basis of an application, the decision must be made unanimously.

Step 5. Contributions must be made to the authorized capital within two months from the date of the decision - in any form (property, non-cash transfer, cash, foreign currency). If the contribution is made based on the application of a new participant or an existing one, then 6 months are allotted for making the contribution.

Step 6. Within a month after the entry, a decision is made on the results of the procedure, as well as on making the necessary changes to the Statutory Documents in connection with the increase in the value of the Criminal Capital.

Step 7. Within a month after the decision on the results from step 5 is approved, a package of documents must be sent to the tax authority for state registration of changes.

Step 8. If the LLC has a standard Charter, then within a month from the date of the decision on the results, you need to inform the Federal Tax Service about the increase in the capital.

If the specified deadlines are not met or the necessary documents are not provided, then the change in the authorized capital will not be considered completed, and the founders may demand their contributions back.

What documents are needed?

During the procedure for increasing the authorized capital through the contribution of a new or existing founder, a number of documents must be completed. Their list is given in Article 17 of Law No. 129-FZ.

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1. An application from a participant or a third party, if the increase is carried out on the basis of the personal desire of these persons (the size of the share, the composition of the contribution, the deadline for making the contribution, the size of the share, and other conditions are indicated).
2. Application for state registration of changes to the charter P13001 - sample.
3. Decision to amend the statutory documents.
4. New constituent documents (new edition of the Charter).
5. A document confirming payment of the state fee.
6. Decision to increase the authorized capital.

Minutes of the general meeting of the LLC on increasing the capital capital - link.

Decisions of the sole founder to increase the capital capital - link.

Accounting entries

The authorized capital is accounted for on the credit of account 80. This is a passive account, the credit of which reflects the total amount of capital formed at the stage of registration of the LLC.

The balance of account 80 does not change until the company decides to increase the capital through additional contributions or the introduction of a new founder.

An increase in the authorized capital must be reflected in the credit of account 80 - the amount must increase. In this case, the wiring looks like this: Dt 75 Kt 80.

Next, entries are made to reflect deposits depending on their composition - property, money.

The table below shows the transactions that accompany the procedure for increasing the size of the capital account at the expense of additional funds and property:

Revaluation of intangible assets

The amount of additional valuation of intangible assets carried out based on the results of their revaluation is attributed to the organization’s additional capital (paragraph 1, clause 21 of PBU 14/2007, clause 68 of the Regulations on Accounting and Reporting). The procedure for revaluing intangible assets and reflecting its results in accounting is similar to the rules for revaluing fixed assets. At the same time, there is a peculiarity: the revaluation of intangible assets is carried out by recalculating their residual value (clause 19 of PBU 14/2007).

An example of the formation of additional capital of an organization at the expense of the amounts of additional valuation of an intangible asset object

As of December 31, CJSC Alfa carried out an initial revaluation of the object of intangible assets - exclusive rights to an invention (patent). The organization has no other exclusive rights to inventions.

The initial (book) cost of the object is 50,000 rubles. As of the date of revaluation, depreciation in the amount of 20,000 rubles was accrued for the specified object.

The residual value of the object is 30,000 rubles. The current market value of the patent based on the results of revaluation is 36,000 rubles.

Since intangible assets are subject to revaluation at residual value, the residual value of the object after revaluation should be 36,000 rubles.

The revaluation coefficient is equal to: 36,000 rubles. : 30,000 rub. = 1.2.

The initial cost of the intangible asset after revaluation will be: 50,000 rubles. × 1.2 = 60,000 rub.

The amount of revaluation of the initial cost of an intangible asset is equal to: 60,000 rubles. – 50,000 rub. = 10,000 rub.

The amount of accrued depreciation after revaluation will be 24,000 rubles. (20,000 rubles × 1.2), and the amount of additional assessment of depreciation is 4,000 rubles. (RUB 24,000 – RUB 20,000).

The Alpha accountant reflected the results of the revaluation of an intangible asset in accounting with the following entries:

Debit 04 Credit 83 – 10,000 rub. – the amount of additional valuation of the initial cost of the intangible asset is allocated to the organization’s additional capital;

Debit 83 Credit 05 – 4000 rub. – an additional assessment of the depreciation of an intangible asset was made after revaluation.

General procedure for using additional capital

According to the Instructions for using the Chart of Accounts , amounts credited to account 83 “Additional capital” are, as a rule, not written off. Debit entries on it can only take place in the following cases:

• repayment of amounts of decrease in the value of non-current assets revealed as a result of its revaluation - in correspondence with the asset accounts for which the decrease in value was determined;
• directing funds to increase the authorized capital - in correspondence with account 75 “Settlements with founders” or account 80 “Authorized capital”;
• distribution of amounts between the founders of the enterprise - in correspondence with account 75 “Settlements with founders”, etc. A special case of using additional capital can be called writing off from additional capital the difference between the amount of recalculated depreciation and the amount of accumulated depreciation, which is obtained in the case of revaluation of fixed assets .

Share premium from the sale of shares and shares

The formation of additional capital at the expense of share premium occurs as follows. Share premium is the difference between the selling price and the par value of shares. This difference may result from:

• formation of the authorized capital of a joint-stock company upon its establishment;

• increasing the authorized capital of a joint-stock company through additional issue of shares.

In the first case, the difference is formed if the amount of money actually contributed by shareholders when paying for the shares (or the value of the property received as payment for the shares) is greater than the par value of the shares at their initial placement.

In the second case, the difference will arise if the actual price of shares additionally placed when increasing the authorized capital exceeds their nominal value.

The share premium of a joint-stock company is attributed to the organization's additional capital (clause 68 of the Regulations on Accounting and Reporting).

Similar income can arise in an LLC. This is possible if the participant’s contribution to the authorized capital exceeds the nominal value of the share paid by him. In this case, the amount of such excess is attributed to the organization’s additional capital (letter of the Ministry of Finance of Russia dated August 9, 2004 No. 07-05-12/18, clause 68 of the Regulations on Accounting and Reporting).

Contribution to additional capital by the founder

The above application, other documents for state registration of these changes, as well as documents confirming the full amount of additional contributions must be submitted for state registration within a month from the date of the decision to approve the results of making additional contributions by company participants or third parties based on their statements.

In case of subsidiary liability of debtors, the creditor must first make a claim against the principal debtor. But if he refuses to satisfy this requirement, then it may be presented to the person bearing subsidiary liability. In our case, these will be members of society.

Exchange differences when paying off capital

The formation of additional capital due to exchange rate differences occurs when the founders (participants, shareholders) pay for contributions to the authorized capital (shares) in foreign currency. The exchange rate difference is formed between the exchange rate on the date of formation of the authorized capital and the date of payment of the contribution (shares) by the founder (shareholder). Such exchange rate differences are attributed to the organization’s additional capital (clause 14 of PBU 3/2006) and are reflected in accounting in the same way regardless of the legal form of the organization. For more information about this, see How to reflect the founder’s contribution to the authorized capital in accounting.

Use of additional capital in case of negative exchange rate difference

In accordance with clause 14 of PBU 3/2006 “Accounting for assets and liabilities, the value of which is expressed in foreign currency,” the exchange rate difference arising when a foreign investor makes a contribution to the authorized capital in foreign currency is subject to crediting to the additional capital of the enterprise.