Authorized capital. Formation of authorized capital: accounting entries

Authorized capital is the totality of funds that the founders of an enterprise invested in it at its founding; partnerships and LLCs are created on this principle. Authorized capital is necessary to ensure the initial operation of the enterprise, but mainly in order to ensure the return of funds to the organization's creditors. For this reason, with the development of an enterprise, its authorized capital does not disappear, but remains, and sometimes it will increase.

Its purpose remains the same - to insure the company’s creditors and counterparties to whom the latter has obligations. Therefore, the authorized capital, unlike other types of capital characteristic of a company, has fixed sizes, which are determined upon the founding of a legal entity. In the future, the enterprise is obliged to maintain the authorized capital at the level specified in the statutory documents.

It is worth noting that often the size of the authorized capital is not enough to provide for all persons - both individuals and legal entities - to whom the company had obligations at the time of closure. The size of the authorized capital at the beginning of the company’s operation is determined as the difference between the property of the legal entity and its liabilities.

Types of capital

Capital is a conditional concept in a sense, therefore the same funds on the company’s balance sheet usually refer to several types of capital at once. Thus, real estate owned by a company can be considered both authorized capital and equity capital, as well as tangible capital. In order to better understand what the authorized capital is and what functions it performs, you need to make a brief overview of the types of capital.

First of all, it is distinguished depending on the form in which it is found, so it is distinguished:

real;
monetary.

The difference between them is that the first is contained in material objects, usually means of production, which generate profit. The second is represented by funds, usually in the company’s circulation. This money is used both for the functioning of the organization and for the acquisition of means of production, that is, it can be converted into material capital, and vice versa, it is converted into monetary terms, usually this happens when selling unnecessary means of production or products that have been stored. Typically, funds are kept in the bank where the company has an account. The organization keeps money in an account, since the bank increases it, even if the enterprise itself cannot use it effectively.

Own and borrowed types

In turn, money capital is divided into equity and borrowed capital. Own - these are those funds that the company has as property; however, tangible assets also belong to own ownership if they are also owned by the organization. Shareholders' equity is defined as the difference between all the assets owned by a company and its liabilities.

Borrowing usually takes the form of money, but the use of tangible borrowed capital is also common and takes the form of leasing or rental. Its sources are varied:

Loans – both short-term and long-term.
Borrowed amounts of money.
Advance payments to a company against a guarantee of delivery of goods or provision of services.
Rental of means of production.
Leasing of means of production.

It is characteristic that it easily flows from one form to another; in fact, the entire production of goods and services is based on this.

Authorized capital

The capital owned by a company represents all of its assets valued in monetary terms. However, this assessment does not include borrowed funds, the share of which in the company’s turnover can be very significant. The authorized capital is part of the enterprise's own capital, so it also cannot in any way be classified as borrowed capital. In this regard, the law establishes a clear line of demarcation between these types.

Initially, the authorized capital is equal to the company’s own, this is observed when a legal entity is founded. If the company managed to make money and did not immediately go bankrupt, then gradually the amount of equity capital due to profits exceeds the size of the authorized capital. Also, to increase working capital, an enterprise can attract borrowed funds.

How is the authorized capital formed?

The authorized capital is, in essence, the investment of the owners of the enterprise in it. It is formed in different ways depending on what organizational and legal form is chosen for the enterprise. There are two main types for legal entities:

partnerships;
joint stock companies.

The difference between them is that in order to become the owner of a joint stock company, you need to buy shares - documents that give the right to own part of the enterprise. At the same time, in order to become a co-owner of a partnership, you must be one of its founders, having invested your own funds in its authorized capital or buying out the share of another or other partners.

Thus, the authorized capital of joint stock companies is formed through the sale of shares, and partnerships - through the contributions of the founders, in exchange for which they receive share ownership of the enterprise. The main difference between these types of enterprises is that in joint stock companies it is usually much easier and faster to change the composition of the owners of the enterprise, and their number is much larger. Unless, of course, we are talking about closed joint stock companies.

It is also important that joint-stock companies are managed by a board appointed by the meeting of shareholders, and the partnership is managed by its members themselves. This difference between these forms of enterprise leads to the fact that, on average, partnerships are a convenient form for relatively small enterprises, and joint stock companies for large ones.

In addition, there are two more forms of company organization, which, however, are less popular; we are talking about municipal enterprises and cooperatives. Funds for establishing municipal companies are generated from local budgets or from transfers from the national budget. Such formation of the authorized capital usually does not mean the foundation of a new material and technical base, but the re-registration of an existing one under a new name as part of the reorganization of a set of municipal enterprises.

Cooperatives, as well as artels, form their authorized funds from the share contributions of their participants. Typically, cooperatives unite people who work together at the enterprise they founded, that is, the workforce and the owners of the enterprise are either completely or essentially identical. Cooperatives are usually distinguished from partnerships by a larger number of participants and a significantly smaller, or even completely absent, influence of the amount of funds invested in the enterprise on the right of a person to take part in its management and count on substantial payments from the income of the enterprise.

Use to cover the debts of an enterprise during its liquidation

It is also worth noting that co-op owners bear greater responsibility than members of most partnerships. It is comparable only to the liability of participants in a general liability partnership. The majority of partnerships have partial liability. Such an enterprise is liable in the amount of its authorized capital, which is usually not enough to fulfill all obligations in the event of bankruptcy of the company.

However, what to do? According to the law, persons in respect of whom limited liability partnerships have obligations are ready to ensure their interests only from funds of the charter type, while the personal property of the members of the partnership or their shares in other partnerships cannot be used to pay off debts arising during bankruptcy limited liability partnerships.

Change in size, additional and reserve capital

During the operation of the enterprise, its authorized funds may increase. This is possible when new members are admitted to the partnership or when additional shares are issued. It is worth noting that all cases in which an increase in the size of the statutory state is allowed are prescribed by law. In order for changes to be legally recognized, they are drawn up taking into account the requirements of the law.

Also, additional authorized funds can be created when shares are sold above their nominal value; this can happen if demand for them exceeds supply. The additional funds received in this way are credited to additional savings - part of the authorized ones. They are used to increase the reliability of the company in order to increase the amount of funds that can be used to pay off debts. For the same purpose, a reserve stock is formed; it is filled from deductions made from the company’s net profit; the amount of these deductions should not be less than five percent.

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The amount of deductions and the formation of reserve funds itself are prescribed by law; it also establishes that the amount of reserve capital in relation to the authorized capital should not be less than fifteen percent. The additional principal amount, also, according to the law, is not spent to be credited to the profit of the enterprise and ensures payments to the company's creditors.

The authorized capital of a joint stock company (hereinafter referred to as JSC) must be paid after its registration. The article reveals general information about the authorized capital (hereinafter referred to as the authorized capital) of the joint-stock company, and also covers questions about how to reduce or increase it.

Authorized capital of JSC

Information on what constitutes the authorized capital of a joint-stock company, as well as on the procedure for increasing and decreasing it, is set out in Art. 25-29 of the Law “On Joint Stock Companies” dated December 26, 1995 No. 208-FZ, as well as in Art. 99-101 Civil Code of the Russian Federation.

The management company is formed when a joint-stock company is created. It is formed by shares, and the amount of capital is determined by their nominal value and quantity. Par value is a stated amount that reflects how much a share is worth in monetary terms. It may differ from the market value, expressed in the amount of money that they are willing to give for 1 share on the market at the current time.

Capital is paid as follows (clause 1, article 34 of Federal Law No. 208). Half of the shares must be paid within the first 3 months after registration of the JSC. The remaining half is paid within a year after registration of the company, unless otherwise specified in the constituent agreement. If the shares are not paid for, the JSC participant who allowed this cannot participate in making decisions on the activities of the company, that is, vote.

A JSC may have ordinary and preferred shares. The former are always equal in value to each other and provide the same rights to the owners. Preferred stock prices may vary, but the same types of preferred stock are priced similarly. At the same time, the nominal price of all preferred shares cannot be higher than 25% of the size of the charter capital of the joint-stock company. The cost of one such share cannot be less than the cost of 1 ordinary share.

The minimum size of the charter capital of a public company (whose shares are in free circulation) is higher than the size of the capital of the LLC, exactly 10 times and amounts to 100,000 rubles. The capital of a non-public joint stock company (whose shares cannot be freely purchased) is 10,000 rubles (Article 26 of Federal Law No. 208). By virtue of clause 3 of Art. 11 Federal Law No. 208, all necessary information about the authorized capital of a joint-stock company must be specified in the charter.

Minimum capital for certain types of joint stock companies

For some types of joint stock companies, the minimum amount of capital is established by special laws (Clause 1, Article 66.2 of the Civil Code of the Russian Federation).

In particular, the increased size of the minimum capital capital is established:

for banks and other credit organizations due to the requirements of Art. 11 of the Law “On Banks...” dated December 2, 1990 No. 395-1 (from 90 million rubles to 1 billion rubles depending on the type of credit institution);
insurance organizations due to the requirements of clause 3 of Art. 25 of the Law “On the Organization of Insurance...” dated November 27, 1992 No. 34015-1 (from 120 million rubles to 480 million rubles, depending on the coefficients established by law for various insurance objects);
vodka producers due to the requirements of clause 2.2 of Art. 11 of the Law “On State Regulation...” dated November 22, 1995 No. 171-FZ (80 million rubles).

Increase in the authorized capital of the joint-stock company

All JSC shares are uncertificated. This means that information about the owners of shares is reflected in registers or in securities account records. The shares do not have to be whole. By virtue of clause 3 of Art. 25 Federal Law No. 208 they can be crushed.

Fractional shares also participate in the turnover of a public JSC or within a non-public JSC. If a shareholder has, for example, 2 fractional shares, each of which is ½ of a whole share, then he is considered to own a whole share.

The capital of a joint-stock company can be increased in 2 ways:

By increasing the value of existing shares. A decision on this is made at the general meeting of shareholders. It is possible to increase the value of existing shares when the joint-stock company has property that can cover the increase in value.
By issuing new shares. A decision on this is made either by the general meeting or by the board of directors, if such powers are transferred to it in accordance with the charter of the joint-stock company. As a rule, an issue is carried out when it is necessary to attract new shareholders. It is possible to increase capital both through the property of the joint-stock company and in other ways, for example, by attracting funds from new shareholders.

To increase the authorized capital of a joint stock company, all members of the general meeting must vote unanimously in favor. New shares that appear at the expense of the JSC's property are distributed among shareholders in proportion to their number. It should be noted that the number of shares cannot exceed that specified in the charter of the joint-stock company.

Reduction of the authorized capital of a joint-stock company

The capital of a joint-stock company can not only be increased, but also decreased. At the same time, there are cases when this must be done without fail, for example, when one JSC is joined by another (Clause 4.1, Article 17 of Federal Law No. 208) or the shares of the JSC were not paid for and were transferred to the company that must sell them (Clause 1 Art. 34 Federal Law No. 208).

IMPORTANT! Capital cannot be reduced if, as a result of its reduction, the size of the authorized capital will be less than 100,000 rubles for public joint-stock companies or less than 10,000 rubles for non-public ones.

Reduction is made in 2 ways:

By reducing the price of each share of one type (for example, all common shares). A decision can be made by the general meeting, and a proposal to this effect is put forward by the board of directors.
By reducing the total number of shares. The decision must be made at a general meeting.

IMPORTANT! Reducing the authorized capital of a joint stock company is possible only when it is stated in the charter. Otherwise, you will need to make changes to it.

You cannot reduce capital through a decrease in the value of shares if (clause 4 of article 29 of Federal Law No. 208):

they have not been paid;
they were not purchased by the JSC in accordance with Art. 75 Federal Law No. 208;
The joint-stock company meets the criteria for bankruptcy;
reduction of capital will lead to bankruptcy;
the value of assets is less than the total size of both the charter capital and the reserve fund, as well as the value of preferred shares;
the value of assets after the share price is lowered will become less than the total size of the charter capital, reserve fund, as well as the value of preferred shares;
dividends were declared but not paid;
The JSC is specialized (Article 15.2 of the Federal Law “On the Market...” dated April 22, 1996 No. 39).

Results

So, in most cases, the size of the authorized capital of a public joint-stock company at the beginning of its activity is 100,000 rubles, and of a non-public joint-stock company - 10,000 rubles. It must be paid in full within a year after registration of the JSC.

Article 14. Authorized capital of the company. Shares in the authorized capital of the company

1. The authorized capital of a company is made up of the nominal value of the shares of its participants.

The size of the authorized capital of the company must be no less than ten thousand rubles.

The size of the authorized capital of the company and the nominal value of the shares of the company's participants are determined in rubles.

The authorized capital of a company determines the minimum amount of its property, which guarantees the interests of its creditors.

2. The size of the share of a company participant in the authorized capital of the company is determined as a percentage or as a fraction. The size of the share of a company participant must correspond to the ratio of the nominal value of his share and the authorized capital of the company.

The actual value of the share of a company participant corresponds to a part of the value of the company’s net assets, proportional to the size of his share.

3. The company's charter may limit the maximum size of the share of a company participant. The company's charter may limit the possibility of changing the ratio of shares of the company's participants. Such restrictions cannot be established in relation to individual members of the company. The specified provisions may be provided for by the charter of the company upon its establishment, and also included in the charter of the company, amended and excluded from the charter of the company by decision of the general meeting of the company's participants, adopted unanimously by all participants of the company.

If the company's charter contains the restrictions provided for by this paragraph, a person who acquired a share in the authorized capital of the company in violation of the requirements of this paragraph and the relevant provisions of the company's charter has the right to vote at the general meeting of the company's participants with a portion of the share, the amount of which does not exceed that established by the company's charter the maximum size of the share of a company participant.

Article 15. Payment of shares in the authorized capital of the company

1. Payment for shares in the authorized capital of a company can be made in money, securities, other things or property rights or other rights with a monetary value.

2. The monetary value of the property contributed to pay for shares in the authorized capital of the company is approved by a decision of the general meeting of company participants, adopted unanimously by all company participants.

If the nominal value or increase in the nominal value of the share of a company participant in the authorized capital of the company, paid for in non-monetary means, is more than twenty thousand rubles, an independent appraiser must be involved in order to determine the value of this property, unless otherwise provided by federal law. The nominal value or increase in the nominal value of the share of a company participant, paid for by such non-monetary means, cannot exceed the amount of valuation of the specified property, determined by an independent appraiser.

(as amended by Federal Law dated 02.08.2009 N 217-FZ)

In case of payment of shares in the authorized capital of the company with non-monetary means, the participants of the company and the independent appraiser jointly and severally bear, if the company’s property is insufficient, subsidiary liability for its obligations in the amount of the overvaluation of the property contributed to pay for the shares in the authorized capital of the company within three years from the date of state registration of the company or making changes to the company's charter as provided for in Article 19 of this Federal Law.

The company's charter may establish types of property that cannot be contributed to pay for shares in the company's authorized capital.

3. If the company’s right to use property is terminated before the expiration of the period for which such property was transferred for use to the company to pay for the share, the company participant who transferred the property is obliged to provide the company, at its request, with monetary compensation equal to the payment for the use of the same property for similar conditions during the remaining period of use of the property. Monetary compensation must be provided in a lump sum within a reasonable time from the moment the company submits a request for its provision, unless a different procedure for providing monetary compensation is established by a decision of the general meeting of the company's participants. This decision is made by the general meeting of the company's participants without taking into account the votes of the company participant who transferred to the company the right to use the property, which was terminated ahead of schedule, to pay for its share.

The agreement on the establishment of a company or in the case of the establishment of a company by one person, the decision on the establishment of a company may provide for other methods and a different procedure for the provision by a participant of the company of compensation for the early termination of the right to use the property transferred by him for the use of the company to pay for his share in the authorized capital of the company.

In case of failure to provide compensation within the established period, a share or part of a share in the authorized capital of the company, proportional to the unpaid amount (cost) of compensation, passes to the company. Such a share or part of a share must be sold by the company in the manner and within the time limits established by Article 24 of this Federal Law.

4. The property transferred by a participant of the company for the use of the company to pay for his share, in the event of the withdrawal or expulsion of such a participant from the company, remains in the use of the company for the period for which this property was transferred, unless otherwise provided by the agreement on the establishment of the company.

Article 16. Procedure for payment of shares in the authorized capital of a company upon its establishment

(as amended by Federal Law dated December 30, 2008 N 312-FZ)

1. Each founder of the company must pay in full his share in the authorized capital of the company within the period determined by the agreement on the establishment of the company or, in the case of the establishment of the company by one person, by the decision on the establishment of the company and cannot exceed one year from the date of state registration of the company. In this case, the share of each founder of the company can be paid at a price not lower than its nominal value.

It is not permitted to release the founder of a company from the obligation to pay for a share in the authorized capital of the company.
(as amended by Federal Law dated December 27, 2009 N 352-FZ)
(Clause 1 as amended by Federal Law dated December 30, 2008 N 312-FZ)

2. At the time of state registration of the company, its authorized capital must be paid by the founders at least half.

3. In case of incomplete payment of a share in the authorized capital of the company within the period determined in accordance with paragraph 1 of this article, the unpaid part of the share passes to the company. Such part of the share must be sold by the company in the manner and within the time limits established by Article 24 of this Federal Law.

The agreement on the establishment of a company may provide for the collection of a penalty (fine, penalty) for failure to fulfill the obligation to pay for shares in the authorized capital of the company.

The share of the founder of the company, unless otherwise provided by the charter of the company, provides the right to vote only within the limits of the paid-up part of the share belonging to him.

(Clause 3 introduced by Federal Law dated December 30, 2008 N 312-FZ)

Article 17. Increasing the authorized capital of the company

1. An increase in the authorized capital of a company is allowed only after it has been fully paid.

2. An increase in the authorized capital of a company can be carried out at the expense of the company’s property, and (or) at the expense of additional contributions of the company’s participants, and (or), if this is not prohibited by the company’s charter, at the expense of contributions from third parties accepted into the company.

Article 18. Increasing the authorized capital of a company at the expense of its property

1. An increase in the authorized capital of a company at the expense of its property is carried out by decision of the general meeting of the company’s participants, adopted by a majority of at least two-thirds of the total number of votes of the company’s participants, unless the need for a larger number of votes to make such a decision is provided for by the company’s charter.

A decision to increase the authorized capital of a company at the expense of the company’s property can be made only on the basis of data from the company’s financial statements for the year preceding the year during which such a decision was made.

2. The amount by which the company’s authorized capital is increased at the expense of the company’s property must not exceed the difference between the value of the company’s net assets and the amount of the company’s authorized capital and reserve fund.

3. When increasing the authorized capital of a company in accordance with this article, the nominal value of the shares of all participants in the company increases proportionally without changing the size of their shares.

4. An application for state registration of changes made to the company’s charter in connection with an increase in the company’s authorized capital must be signed by the person performing the functions of the company’s sole executive body. The statement confirms the company's compliance with the requirements of paragraphs 1 and 2 of this article.

This application and other documents for state registration of changes made to the company’s charter in connection with an increase in the company’s authorized capital, as well as changes in the nominal value of shares of company participants must be submitted to the body carrying out state registration of legal entities within a month from the date of the decision on increasing the authorized capital of the company at the expense of its property.

Such changes become effective for third parties from the moment of their state registration.

(Clause 4 introduced by Federal Law dated December 30, 2008 N 312-FZ)

Article 19. Increasing the authorized capital of the company through additional contributions of its participants and contributions of third parties accepted into the company

1. The general meeting of the company's participants, by a majority of at least two-thirds of the total number of votes of the company's participants, if the need for a larger number of votes to make such a decision is not provided for by the company's charter, may decide to increase the authorized capital of the company by making additional contributions by the company's participants. Such a decision should determine the total cost of additional contributions, and also establish a uniform ratio for all participants in the company between the cost of the additional contribution of a company participant and the amount by which the nominal value of his share is increased. The specified ratio is established based on the fact that the nominal value of the share of a company participant can increase by an amount equal to or less than the value of his additional contribution.

Each participant in the company has the right to make an additional contribution not exceeding part of the total cost of additional contributions, proportional to the size of the share of this participant in the authorized capital of the company. Additional contributions may be made by the company's participants within two months from the date of adoption by the general meeting of the company's participants of the decision specified in paragraph one of this clause, unless a different period is established by the company's charter or the decision of the general meeting of the company's participants.

No later than one month from the date of expiration of the period for making additional contributions, the general meeting of the company's participants must decide to approve the results of making additional contributions by the company's participants and to introduce changes to the company's charter related to increasing the size of the company's authorized capital. In this case, the nominal value of the share of each company participant who made an additional contribution increases in accordance with the ratio specified in paragraph one of this paragraph.

(as amended by Federal Law dated December 30, 2008 N 312-FZ)

Paragraphs four to five are no longer in force on July 1, 2009. - Federal Law of December 30, 2008 N 312-FZ.

2. The general meeting of company participants may decide to increase its authorized capital on the basis of an application from a company participant (applications of company participants) to make an additional contribution and (or), unless prohibited by the company’s charter, an application from a third party (applications from third parties) to accept him into society and making a contribution. This decision is made unanimously by all members of the company.

The application of a company participant and the application of a third party must indicate 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 or third party would like to have in the authorized capital of the company. The application may also indicate other conditions for making contributions and joining the company.

Simultaneously with the decision to increase the authorized capital of the company on the basis of an application from a company participant or statements from company participants about making an additional contribution by him or them, a decision must be made to amend the company’s charter in connection with the increase in the authorized capital of the company, as well as a decision to increase the nominal value of the share a company participant or shares of company participants who submitted applications for making an additional contribution, and, if necessary, a decision to change the size of shares of company participants. Such decisions are made unanimously by all participants in society. In this case, the nominal value of the share of each company participant who submitted an application to make an additional contribution increases by an amount equal to or less than the value of his additional contribution.

(as amended by Federal Law dated December 30, 2008 N 312-FZ)

Simultaneously with the decision to increase the authorized capital of the company on the basis of an application of a third party or applications of third parties to accept him or them into the company and make a contribution, decisions must be made to accept him or them into the company, to make changes to the charter of the company in connection with the increase in the authorized capital capital of the company, on determining the nominal value and size of the share or shares of a third party or third parties, as well as on changing the size of the shares of the company's participants. Such decisions are made unanimously by all participants in society. The nominal value of the share acquired by each third person admitted to the company must not exceed the value of his contribution.

(as amended by Federal Law dated December 30, 2008 N 312-FZ)

Additional contributions by the company's participants and contributions by third parties must be made no later than six months from the date of adoption by the general meeting of the company's participants of the decisions provided for in this paragraph.

(as amended by Federal Law dated December 30, 2008 N 312-FZ)

2.1. An application for state registration of the changes in the company's charter provided for in this article must be signed by the person performing the functions of the sole executive body of the company. The application confirms that the company's participants have made additional contributions or contributions by third parties in full. For three years from the date of state registration of the relevant changes in the company's charter, the company's participants jointly and severally bear, if the company's property is insufficient, subsidiary liability for its obligations in the amount of the cost of additional contributions not made.

The specified application and other documents for state registration of the changes provided for in this article in connection with an increase in the authorized capital of the company, an increase in the nominal value of the shares of the company participants who made additional contributions, the admission of third parties to the company, the determination of the nominal value and size of their shares and, if necessary, with a change the size of the shares of the company's participants, as well as documents confirming the full introduction by the company's participants of additional contributions or contributions by third parties must be submitted to the body carrying out state registration of legal entities within a month from the date of the decision to approve the results of making additional contributions by the company's participants in accordance with paragraph 1 of this article or making additional contributions by company members or third parties based on their applications.

(clause 2.1 introduced by Federal Law dated December 30, 2008 N 312-FZ)

2.2. In case of failure to comply with the deadlines provided for in paragraph three of paragraph 1, paragraph five of paragraph 2 and paragraph 2.1 of this article, the increase in the authorized capital of the company is considered failed.

(clause 2.2 introduced by Federal Law dated December 30, 2008 N 312-FZ)

Advertisement Civil Code of the Russian Federation.

To participants of the company and third parties who have made non-monetary contributions, the company is obliged to return their deposits within a reasonable period of time, and in the event of non-return of deposits within the specified period, also to compensate for lost profits due to the inability to use the property contributed as a contribution.

4. By decision of the general meeting of the company’s participants, adopted unanimously by all the company’s participants, the company’s participants have the right to set off monetary claims against the company against their additional contributions and (or) third parties against their contributions.

(Clause 4 introduced by Federal Law dated December 27, 2009 N 352-FZ)

Article 20. Reduction of the authorized capital of the company

The provisions of Article 20 of this document do not apply when the size of the bank’s authorized capital is reduced to the amount of its own funds (capital) by decision of the Bank of Russia (clause 8 of Article 7 of the Federal Law of October 27, 2008 N 175-FZ).

1. The company has the right, and in cases provided for by this Federal Law, is obliged to reduce its authorized capital.

A decrease in the authorized capital of a company can be carried out by reducing the nominal value of the shares of all participants in the company in the authorized capital of the company and (or) redeeming shares owned by the company.

The company does not have the right to reduce its authorized capital if, as a result of such a reduction, its size becomes less than the minimum amount of authorized capital determined in accordance with this Federal Law on the date of submission of documents for state registration of the relevant changes in the company’s charter, and in cases where, in accordance with By this Federal Law, the company is obliged to reduce its authorized capital as of the date of state registration of the company.

Reducing the authorized capital of a company by reducing the nominal value of the shares of all participants in the company must be carried out while maintaining the size of the shares of all participants in the company.

3. If at the end of the second and each subsequent financial year the value of the company’s net assets is less than its authorized capital, the company is obliged to announce a reduction in its authorized capital to an amount not exceeding the value of its net assets and register such a decrease in the prescribed manner.

If at the end of the second and each subsequent financial year the value of the company's net assets is less than the minimum amount of the authorized capital established by this Federal Law on the date of state registration of the company, the company is subject to liquidation.

The value of the company's net assets is determined in the manner established by federal law and regulations issued in accordance with it.

4. Within thirty days from the date of the decision to reduce its authorized capital, the company is obliged to notify in writing about the reduction of the authorized capital of the company and its new amount to all creditors of the company known to it, and also publish it in the press organ in which data on the state registration of legal entities is published. persons, notification of the decision made. In this case, the creditors of the company have the right, within thirty days from the date of sending them a notice or within thirty days from the date of publication of a message about the decision made, to demand in writing the early termination or fulfillment of the relevant obligations of the company and compensation for losses.

State registration of a decrease in the authorized capital of a company is carried out only upon presentation of evidence of notification of creditors in the manner established by this paragraph.

Documents for state registration of changes made to the company's charter in connection with a decrease in the authorized capital of the company and changes in the nominal value of the shares of the company's participants must be submitted to the body carrying out state registration of legal entities within one month from the date of sending the last notice to creditors about the reduction in the authorized capital of the company and about its new size.

(paragraph introduced by Federal Law of December 30, 2008 N 312-FZ)

For third parties, such changes become effective from the moment of their state registration.

(paragraph introduced by Federal Law of December 30, 2008 N 312-FZ)

5. If, in the cases provided for by this article, the company does not make a decision to reduce its authorized capital or liquidate itself within a reasonable time, creditors have the right to demand from the company early termination or fulfillment of the company’s obligations and compensation for losses. The body carrying out state registration of legal entities, or other state bodies or local government bodies, to which the right to present such a claim is granted by federal law, in these cases has the right to submit a claim to the court for the liquidation of the company.

Article 21. Transfer of a share or part of a share of a company participant in the authorized capital of the company to other company participants and third parties

Adopted by the State Duma on January 14, 1998
Approved by the Federation Council on January 28, 1998
Moscow, Kremlin
President of the Russian Federation
B. YELTSIN

Chapter III. Authorized capital of the company. Society property

Article 14. Authorized capital of the company. Shares in the authorized capital of the company

1. The authorized capital of a company is made up of the nominal value of the shares of its participants.

The size of the company's authorized capital must be no less than one hundred times the minimum wage established by federal law on the date of submission of documents for state registration of the company.

The size of the authorized capital of the company and the nominal value of the shares of the company's participants are determined in rubles.

The authorized capital of a company determines the minimum amount of its property, which guarantees the interests of its creditors.

The actual value of the share of a company participant corresponds to a part of the value of the company’s net assets, proportional to the size of his share.

Article 15. Contributions to the authorized capital of the company

1. A contribution to the authorized capital of a company can be money, securities, other things or property rights or other rights that have a monetary value.

2. The monetary value of non-monetary contributions to the authorized capital of the company made by the company's participants and accepted into the company by third parties is approved by a decision of the general meeting of the company's participants, adopted by all company participants unanimously.

If the nominal value (increase in nominal value) of the share of a company participant in the authorized capital of the company, paid for by a non-monetary 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 the assessment of the specified contribution, determined by an independent appraiser.

If non-monetary contributions are made to the authorized capital of the company, the company's participants and an independent appraiser, within three years from the date of state registration of the company or corresponding changes in the company's charter, jointly and severally bear, if the company's property is insufficient, subsidiary liability for its obligations in the amount of the overvaluation of non-monetary contributions.

The company's charter may establish types of property that cannot be a contribution to the company's authorized capital.

3. If the company’s right to use property is terminated before the expiration of the period for which such property was transferred for use to the company as a contribution to the authorized capital, the company participant who transferred the property is obliged to provide the company, upon its request, with monetary compensation equal to the payment for the use of such the same property on similar terms for the remaining period. Monetary compensation must be provided in a lump sum within a reasonable time from the moment the company submits a demand for its provision, unless a different procedure for providing compensation is established by a decision of the general meeting of the company's participants. Such a decision is made by the general meeting of the company's participants without taking into account the votes of the company participant who transferred to the company the right to use the property, which was terminated ahead of schedule, as a contribution to the authorized capital.

The constituent agreement may provide for other methods and procedures for a company participant to provide compensation for early termination of the right to use property transferred by him to the company for use as a contribution to the authorized capital.

4. Property transferred by a participant expelled or withdrawn from the company for the use of the company as a contribution to the authorized capital shall remain in the use of the company for the period for which it was transferred, unless otherwise provided by the constituent agreement.

Article 16. Procedure for making contributions to the authorized capital of a company upon its establishment

1. Each founder of the company must make a full contribution to the authorized capital of the company within the period determined by the constituent agreement and which cannot exceed one year from the date of state registration of the company. In this case, the value of the contribution of each founder of the company must be no less than the nominal value of his share.

It is not permitted to relieve the founder of a company from the obligation to make a contribution to the authorized capital of the company, including by offsetting his claims to the company.

2. At the time of state registration of the company, its authorized capital must be paid by the founders at least half.

Article 17. Increasing the authorized capital of the company

1. An increase in the authorized capital of a company is allowed only after it has been fully paid.

Article 18. Increasing the authorized capital of a company at the expense of its property

Article 19. Increasing the authorized capital of the company through additional contributions of its participants and contributions of third parties accepted into the company

No later than one month from the date of expiration of the period for making additional contributions, the general meeting of the company's participants must make a decision on approving the results of making additional contributions by the company's participants and on introducing changes into the constituent documents of the company related to increasing the size of the authorized capital of the company and increasing the nominal value of the shares of the company's participants who made additional contributions, and, if necessary, also changes related to changes in the size of shares of company participants. In this case, the nominal value of the share of each company participant who made an additional contribution increases in accordance with the ratio specified in paragraph one of this paragraph.

Documents for state registration of the changes provided for in this paragraph in the constituent documents of the company, as well as documents confirming the making of additional contributions by the company's participants, must be submitted to the body carrying out state registration of legal entities within a month from the date of the decision to approve the results of making additional contributions by the company's participants and on making appropriate changes to the constituent documents of the company. The specified changes in the constituent documents of the company become effective for the participants of the company and third parties from the date of their state registration by the body carrying out state registration of legal entities.

In case of failure to comply with the deadlines provided for in paragraphs three and four of this paragraph, the increase in the authorized capital of the company is considered failed.

Simultaneously with the decision to increase the authorized capital of the company on the basis of an application of a company participant (applications of company participants) to make an additional contribution, a decision must be made to introduce changes to the constituent documents of the company related to an increase in the size of the authorized capital of the company and an increase in the nominal value of the share of the company participant ( members of the company) who submitted an application for making an additional contribution, and, if necessary, also changes related to changes in the size of shares of the company participants. In this case, the nominal value of the share of each company participant who submitted an application to make an additional contribution increases by an amount equal to or less than the value of his additional contribution.

Simultaneously with the decision to increase the authorized capital of the company on the basis of an application from a third party (applications of third parties) to accept him (them) into the company and make a contribution, a decision must be made to make changes to the constituent documents of the company related to the admission of the third party (third parties) into the company, determining the nominal value and size of its share (their shares), increasing the size of the authorized capital of the company and changing the size of the shares of the company's participants. The nominal value of the share acquired by each third person admitted to the company must be equal to or less than the value of his contribution.

Documents for state registration of the changes provided for in this paragraph in the constituent documents of the company, as well as documents confirming the making of additional contributions by the company's participants and contributions by third parties in full, must be submitted to the body carrying out state registration of legal entities within a month from the date of making in full the amount of additional deposits by all participants of the company and deposits by third parties who submitted applications, but no later than six months from the date of adoption of the decisions of the general meeting of participants of the company provided for in this paragraph. The specified changes in the constituent documents become effective for the participants of the company and third parties from the date of their state registration by the body carrying out state registration of legal entities.

In case of failure to comply with the deadlines provided for in paragraph five of this paragraph, the increase in the authorized capital of the company is considered failed.

Advertisement Civil Code of the Russian Federation.

Article 20. Reduction of the authorized capital of the company

1. The company has the right, and in cases provided for by this Federal Law, is obliged to reduce its authorized capital.

2. In case of incomplete payment of the authorized capital of the company within a year from the moment of its state registration, the company must either announce a reduction in its authorized capital to the amount actually paid and register its reduction in the prescribed manner, or make a decision to liquidate the company.

The value of the company's net assets is determined in the manner established by federal law and regulations issued in accordance with it.

State registration of a decrease in the authorized capital of a company is carried out only upon presentation of evidence of notification of creditors in the manner established by this paragraph.

Article 21. Transfer of a share (part of a share) of a company participant in the authorized capital of the company to other company participants and third parties

1. A participant in a company has the right to sell or otherwise assign his share in the authorized capital of the company or part thereof to one or more participants of this company. The consent of the company or other participants of the company to carry out such a transaction is not required, unless otherwise provided by the charter of the company.

2. The sale or assignment in any other way by a company participant of his share (part of the share) to third parties is permitted unless this is prohibited by the company’s charter.

3. The share of a company participant may be alienated before it is fully paid only in the part in which it has already been paid.

4. Company participants enjoy the preemptive right to purchase a share (part of a share) of a company participant at the price offered to a third party in proportion to the size of their shares, unless the charter of the company or the agreement of the company participants provides for a different procedure for the exercise of this right. The company's charter may provide for the company's preemptive right to purchase a share (part of a share) sold by its participant, if other members of the company have not exercised their preemptive right to purchase a share (part of a share).

A company participant who intends to sell his share (part of the share) to a third party is obliged to notify the other participants of the company and the company itself in writing, indicating the price and other conditions of its sale. The company's charter may provide that notices to the company's participants are sent through the company. If the company's participants and (or) the company do not exercise the preemptive right to purchase the entire share (the entire part of the share) offered for sale within a month from the date of such notification, unless another period is provided for by the company's charter or agreement of the company's participants, the share ( part of the share) can be sold to a third party at a price and on conditions communicated to the company and its participants.

Provisions establishing the procedure for exercising the pre-emptive right to purchase a share (part of a share) disproportionate to the size of the shares of the company's participants may be provided for by the company's charter upon its establishment, introduced, amended and excluded from the company's charter by decision of the general meeting of the company's participants, adopted unanimously by all the company's participants.

When selling a share (part of a share) in violation of the preemptive right of purchase, any member of the company and (or) the company, if the company’s charter provides for the preemptive right of the company to acquire a share (part of the share), has the right, within three months from the moment the company participant or company learned or should have learned about such a violation and demand in court that the rights and obligations of the buyer be transferred to them.

The assignment of the said preemptive right is not permitted.

5. The charter of the company may provide for the need to obtain the consent of the company or the remaining participants of the company for the assignment of a share (part of a share) of a company participant to third parties in a manner other than sale.

6. The assignment of a share (part of a share) in the authorized capital of a company must be made in simple written form, if the requirement for its completion in a notarial form is not provided for by the charter of the company. Failure to comply with the form of the transaction for the assignment of a share (part of a share) in the authorized capital of the company, established by this paragraph or the charter of the company, entails its invalidity.

The company must be notified in writing of the assignment of a share (part of a share) in the authorized capital of the company with the presentation of evidence of such assignment. The acquirer of a share (part of a share) in the authorized capital of a company exercises the rights and bears the obligations of a participant in the company from the moment the company is notified of the specified assignment.

The acquirer of a share (part of a share) in the authorized capital of the company receives all the rights and obligations of a company participant that arose before the assignment of the specified share (part of a share), with the exception of the rights and obligations provided for, respectively, in paragraph two of paragraph 2 of Article 8 and paragraph two of paragraph 2 of Article 9 of this Federal Law. A company participant who has assigned his share (part of a share) in the authorized capital of the company bears an obligation to the company to make a contribution to the property that arose before the assignment of the specified share (part of a share), jointly and severally with its acquirer.

7. Shares in the authorized capital of the company pass to the heirs of citizens and to the legal successors of legal entities that were participants in the company.

In the event of liquidation of a legal entity - a member of the company, its share, remaining after completion of settlements with its creditors, is distributed among the participants of the liquidated legal entity, unless otherwise provided by federal laws, other legal acts or constituent documents of the liquidated legal entity.

The company's charter may provide that the transfer and distribution of shares established by paragraphs one and two of this paragraph are permitted only with the consent of the remaining participants in the company.

Before the heir of a deceased company member accepts the inheritance, the rights of the deceased company member are exercised and his duties are performed by the person specified in the will, and in the absence of such a person, the manager appointed by the notary.

8. If the company’s charter provides for the need to obtain the consent of the company’s participants for the assignment of a share (part of a share) in the authorized capital of the company to the company’s participants or third parties, for its transfer to the heirs or legal successors, or for the distribution of the share between the participants of a liquidated legal entity, such consent is considered received if, within thirty days from the date of contacting the company's participants or within another period specified by the company's charter, the written consent of all the company's participants is received or a written refusal of consent is not received from any of the company's participants.

If the company's charter provides for the need to obtain the company's consent to the assignment of a share (part of a share) in the authorized capital of the company to the company's participants or third parties, such consent is considered received if within thirty days from the date of contacting the company or within another period specified by the company's charter within the period, the written consent of the company has been received or a written refusal of consent has not been received from the company.

9. When selling a share (part of a share) in the authorized capital of a company at public auction in cases provided for by this Federal Law or other federal laws, the acquirer of the specified share (part of a share) becomes a participant in the company, regardless of the consent of the company or its participants.

Article 22. Pledge of shares in the authorized capital of a company

A company participant has the right to pledge his share (part of a share) in the authorized capital of the company to another company participant or, if this is not prohibited by the company’s charter, to a third party with the consent of the company by decision of the general meeting of company participants, adopted by a majority vote of all company participants, if a larger number is necessary votes for making such a decision are not provided for by the company's charter. The votes of a company participant who intends to pledge his share (part of the share) are not taken into account when determining the voting results.

Article 23. Acquisition by a company of a share (part of a share) in the authorized capital of the company

1. The company does not have the right to acquire shares (parts of shares) in its authorized capital, except for the cases provided for by this Federal Law.

2. If the charter of the company prohibits the assignment of a share (part of a share) of a company participant to third parties, and other company participants refuse to acquire it, as well as in the event of refusal of consent to the assignment of a share (part of a share) to a company participant or a third party, if the need to obtain such consent is provided for by the company's charter; the company is obliged to acquire, at the request of a company participant, its share (part of the share). In this case, the company is obliged to pay the company participant the actual value of this share (part of the share), which is determined on the basis of the company’s financial statements for the last reporting period preceding the day the company participant made such a demand, or with the consent of the company participant, give him the same property in kind cost.

3. The share of a company participant who, when establishing the company, did not make his full contribution to the authorized capital of the company on time, as well as the share of a company participant who did not provide monetary or other compensation on time, provided for in paragraph 3 of Article 15 of this Federal Law, passes to society. In this case, the company is obliged to pay the company participant the actual value of part of his share, proportional to the part of the contribution made by him (the period during which the property was in the use of the company), or, with the consent of the company participant, give him in kind property of the same value. The actual value of a part of the share is determined on the basis of the company’s financial statements for the last reporting period preceding the expiration date for making a contribution or providing compensation.

The company's charter may provide that a portion of the share is transferred to the company, proportional to the unpaid portion of the contribution or the amount (cost) of compensation.

4. The share of a company participant expelled from the company passes to the company. In this case, the company is obliged to pay the excluded member of the company the actual value of his share, which is determined according to the company’s financial statements for the last reporting period preceding the date of entry into force of the court decision on exclusion, or, with the consent of the excluded member of the company, give him in kind property of the same value .

5. If the company's participants refuse consent to the transfer or distribution of a share in the cases provided for in paragraph 7 of Article 21 of this Federal Law, if such consent is necessary in accordance with the company's charter, the share passes to the company. In this case, the company is obliged to pay to the heirs of a deceased member of the company, the legal successors of a reorganized legal entity - a member of the company or participants of a liquidated legal entity - a participant of the company, the actual value of the share, determined on the basis of the data in the company’s financial statements for the last reporting period preceding the day of death, reorganization or liquidation, or with their consent, give them property of the same value in kind.

6. If the company pays, in accordance with Article 25 of this Federal Law, the actual value of the share (part of the share) of a company participant at the request of its creditors, part of the share, the actual value of which was not paid by other participants of the company, passes to the company, and the rest of the share is distributed between members of the company in proportion to the payment they made.

7. A share (part of a share) passes to the company from the moment a company participant submits a demand for its acquisition by the company, or the expiration of the period for making a contribution or providing compensation, or the entry into force of a court decision to exclude a participant from the company, or receiving a refusal from any company participant in consent to the transfer of the share to the heirs of citizens (legal successors of legal entities) who were participants in the company, or to distribute it among the participants of a liquidated legal entity - a participant in the company, or payment by the company of the actual value of the share (part of the share) of the company participant at the request of its creditors.

8. The company is obliged to pay the actual value of the share (part of the share) or give out in kind property of the same value within one year from the moment the share (part of the share) is transferred to the company, unless a shorter period is provided for by the charter of the company.

The actual value of a share (part of a share) is paid out of the difference between the value of the company's net assets and the size of its authorized capital. If such a difference is not enough, the company is obliged to reduce its authorized capital by the missing amount.

Article 24. Shares owned by the company

Shares owned by the company are not taken into account when determining the voting results at the general meeting of the company's participants, as well as when distributing the profit and property of the company in the event of its liquidation.

The share owned by the company, within one year from the date of its transfer to the company, must, by decision of the general meeting of the company's participants, be distributed among all participants of the company in proportion to their shares in the authorized capital of the company or sold to all or some participants of the company and (or), if this is not prohibited by the charter of the company, to third parties and fully paid. The undistributed or unsold part of the share must be repaid with a corresponding reduction in the authorized capital of the company. The sale of a share to the company's participants, as a result of which the size of the shares of its participants changes, the sale of the share to third parties, as well as the introduction of changes related to the sale of the share in the constituent documents of the company is carried out by decision of the general meeting of the company's participants, adopted unanimously by all the company's participants.

Documents for state registration of the changes provided for in this article in the constituent documents of the company, and in the case of the sale of a share, also documents confirming payment for the share sold by the company, must be submitted to the body carrying out state registration of legal entities within one month from the date of the decision to approve the results of payment shares of the company's participants and on making appropriate changes to the company's constituent documents. The specified changes in the constituent documents of the company become effective for the participants of the company and third parties from the date of their state registration by the body carrying out state registration of legal entities.

Distribution of a share owned by a company that is of strategic importance for ensuring the defense of the country and the security of the state in accordance with the Federal Law “On the procedure for making foreign investments in business entities that are of strategic importance for ensuring the defense of the country and the security of the state” between its participants, the sale of this share participants of such a company and third parties, the repayment of this share, if as a result of these actions a foreign investor or a group of persons that includes a foreign investor can establish or have established control over such a company, is carried out in the manner prescribed by the specified Federal Law.

* (part four introduced by Federal Law dated April 29, 2008 N 58-FZ)

Article 25. Foreclosure of the share (part of the share) of a company participant in the authorized capital of the company

1. At the request of creditors, foreclosure on the share (part of the share) of a company participant in the authorized capital of the company for the debts of the company participant is allowed only on the basis of a court decision if the other property of the company participant is insufficient to cover the debts.

2. In the event of foreclosure on the share (part of the share) of a company participant in the authorized capital of the company for the debts of the company participant, the company has the right to pay creditors the actual value of the share (part of the share) of the company participant.

By decision of the general meeting of company participants, adopted unanimously by all company participants, the actual value of the share (part of the share) of the company participant whose property is being foreclosed on may be paid to creditors by the remaining company participants in proportion to their shares in the authorized capital of the company, unless the procedure for determining the amount of payment is different. not provided for by the company's charter or a decision of the general meeting of company participants.

The actual value of the share (part of the share) of a company participant in the authorized capital of the company is determined on the basis of data from the company’s financial statements for the last reporting period preceding the date of presentation of the claim to the company to foreclose on the share (part of the share) of the company participant for its debts.

3. If, within three months from the date of presentation of the claim by the creditors, the company or its participants do not pay the actual value of the entire share (the entire part of the share) of the company participant that is being foreclosed on, foreclosure on the share (part of the share) of the company participant is carried out by its sale at public auction.

Article 26. Withdrawal of a company participant from the company

1. A participant in a company has the right to leave the company at any time, regardless of the consent of its other participants or the company.

2. If a company participant leaves the company, his share passes to the company from the moment he submits an application for withdrawal from the company. In this case, the company is obliged to pay to the company participant who filed an application to leave the company the actual value of his share, determined on the basis of the company’s financial statements for the year during which the application to leave the company was submitted, or, with the consent of the company participant, to give him in kind property of the same value, and in case of incomplete payment of his contribution to the authorized capital of the company, the actual value of part of his share, proportional to the paid part of the contribution.

3. The company is obliged to pay the company participant who filed an application to leave the company the actual value of his share or give him in kind property of the same value within six months from the end of the financial year during which the application to leave the company was submitted, if less the period is not provided for by the company's charter.

The actual value of a company participant's share is paid out of the difference between the value of the company's net assets and the size of the company's authorized capital. If such a difference is not enough to pay the company participant who filed an application to leave the company the actual value of his share, the company is obliged to reduce its authorized capital by the missing amount.

4. The withdrawal of a company participant from the company does not relieve him of his obligation to the company to make a contribution to the company’s property that arose before filing an application for withdrawal from the company.

Article 27. Contributions to the property of the company

1. Participants of the company are obliged, if provided for by the charter of the company, by decision of the general meeting of participants of the company, to make contributions to the property of the company. Such an obligation of the company's participants may be provided for by the company's charter when establishing the company or by introducing amendments to the company's charter by decision of the general meeting of the company's participants, adopted unanimously by all the company's participants.

The decision of the general meeting of the company's participants on making contributions to the company's property may be adopted by a majority of at least two-thirds of the total number of votes of the company's participants, unless the need for a larger number of votes to make such a decision is provided for by the company's charter.

2. Contributions to the property of the company are made by all participants of the company in proportion to their shares in the authorized capital of the company, unless a different procedure for determining the amount of contributions to the property of the company is provided for by the charter of the company.

The company's charter may provide for the maximum value of contributions to the company's property made by all or certain participants of the company, and may also provide for other restrictions associated with making contributions to the company's property. Restrictions related to making contributions to the property of the company established for a specific participant in the company in the event of alienation of his share (part of the share) in relation to the acquirer of the share (part of the share) do not apply.

Provisions establishing the procedure for determining the size of contributions to the company's property disproportionate to the size of the shares of the company's participants, as well as provisions establishing restrictions associated with making contributions to the company's property, may be provided for by the charter of the company upon its establishment or included in the company's charter by decision of the general meeting of the company's participants. , adopted unanimously by all members of the society.

Amendments and exclusions of the provisions of the company's charter establishing the procedure for determining the size of contributions to the company's property disproportionate to the size of the shares of the company's participants, as well as restrictions associated with making contributions to the company's property established for all participants of the company, are carried out by decision of the general meeting of the company's participants, adopted by all participants society unanimously. Amendments and exclusions of the provisions of the company's charter that establish the specified restrictions for a certain participant of the company are carried out by decision of the general meeting of the company's participants, adopted by a majority of at least two-thirds of the votes of the total number of votes of the company's participants, provided that the company participant for whom such restrictions are established, voted for such a decision or gave written consent.

3. Contributions to the property of the company are made in money, unless otherwise provided by the charter of the company or by a decision of the general meeting of participants of the company.

4. Contributions to the company’s property do not change the size and nominal value of the shares of company participants in the authorized capital of the company.

Article 28. Distribution of company profits between company participants

1. The company has the right to make a decision quarterly, once every six months or once a year on the distribution of its net profit among the participants of the company. The decision to determine the part of the company's profit distributed among the company's participants is made by the general meeting of the company's participants.

2. Part of the company’s profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the company.

The charter of the company upon its establishment or by introducing amendments to the charter of the company by decision of the general meeting of the company's participants, adopted unanimously by all the company's participants, may establish a different procedure for the distribution of profit between the company's participants. Amendments and exclusions of the provisions of the company's charter establishing such a procedure are carried out by decision of the general meeting of the company's participants, adopted unanimously by all the company's participants.

Article 29. Restrictions on the distribution of company profits among company participants. Restrictions on the payment of company profits to company participants

1. The company does not have the right to make a decision on the distribution of its profits among the participants of the company:

until full payment of the entire authorized capital of the company
before payment of the actual value of the share (part of the share) of a company participant in cases provided for by this Federal Law
if at the time of making such a decision the company meets the criteria for insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the specified signs appear in the company as a result of such a decision
if at the time of such a decision the value of the company’s net assets is less than its authorized capital and reserve fund or becomes less than their size as a result of such a decision

2. The company does not have the right to pay profit to the company’s participants, the decision on the distribution of which among the company’s participants was made:

if at the time of payment the company meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the specified signs appear in the company as a result of payment
if at the time of payment the value of the company’s net assets is less than its authorized capital and reserve fund or becomes less than their size as a result of payment
in other cases provided for by federal laws

Upon termination of the circumstances specified in this paragraph, the company is obliged to pay profit to the company’s participants, the decision on the distribution of which among the company’s participants has been made.

Article 30. Reserve fund and other funds of the company

The company may create a reserve fund and other funds in the manner and amounts provided for by the company's charter.

Article 31. Placement of bonds by the company

1. The company has the right to place bonds and other issue-grade securities in the manner established by the legislation on securities.

2. The issue of bonds by a company is permitted after full payment of its authorized capital.

The bond must have a par value. The nominal value of all bonds issued by the company must not exceed the size of the company's authorized capital and (or) the amount of security provided to the company for these purposes by third parties. In the absence of security provided by third parties, the issue of bonds is permitted no earlier than the third year of the company’s existence and subject to proper approval of the annual financial statements for two completed financial years. The specified restrictions do not apply to issues of mortgage-backed bonds and in other cases established by federal securities laws.

* (clause 2 as amended by Federal Law dated July 27, 2006 N 138-FZ)

Lost power. - Federal Law of July 27, 2006 N 138-FZ.

Contents :: Chapter I :: Chapter II :: Chapter III ::

It represents the volume of initially invested assets (most often cash) necessary to start the operation of the enterprise. Its size is not arbitrary, but is established in accordance with certain rules of jurisdiction. Thanks to the authorized capital, it becomes possible to generate funds that are needed for the first steps in commercial activity.

Authorized capital value

Of course, it is important and performs several functions at once. Here are the main ones:

it provides creditor protection. What this means is that this capital gives investors an excellent guarantee that they will receive some compensation even if the enterprise does not succeed and is completely ruined;
affects positioning in the market. It is by the authorized capital that experienced people judge how successful a company is and what awaits it in the future (although this indicator is not very informative);
for a developing company it is the initial capital. Without initial capital, no commercial activity is possible, since it cannot be done without constant expenses and expenses;
used as a means to limit companies' entry into the market. In some cases, activities will not be possible if the company's authorized capital does not meet the requirements. All this is justified by the fact that serious business requires great responsibility.

Minimum authorized capital

Such capital must be calculated in accordance with all requirements established by the regulatory authorities of jurisdiction. Today, almost all countries have established a minimum amount of funds, without which it is impossible to open any company. To register a company, you will need to go through procedures that involve collecting and submitting documents, writing statements, and so on.

It is possible to contribute not only money to the authorized capital, but also material assets, property rights, and even securities - this is quite acceptable.

In this case, calculations are made using the minimum wage, although sometimes the amount in money is also indicated. For a closed joint stock company it is 100 minimum wages, an open joint stock company - 1000 minimum wages, the minimum authorized capital of an LLC must be more than 100 minimum wages, municipal unitary enterprises are 1000 minimum wages, and state enterprises must have an authorized capital of at least 5000 minimum wages. This data applies only to Russia.

Foundations, autonomous non-profit organizations and other non-profit organizations can be created without it by law.

Increase in authorized capital

The size of the authorized capital of CJSC, LLC and other commercial organizations may be increased over time. Without this, the company's growth is impossible. This is only possible if the previous authorized capital has been contributed. The decision to increase it is made directly at the general meeting of the company's members or its shareholders.

Reasons that lead to its increase:

the need to finance company growth. In this case, even financing from third parties is possible;
the need to provide employees with securities;
The reason for its increase may be a merger with another company.

Undoubtedly, a developing company must constantly increase its authorized capital, and information about it, as a rule, should be available to the public.

Reduction of authorized capital

There are cases when companies reduce their authorized capital. The goals here may be different. Here are the most basic ones:

to increase share price. The authorized capital grows, and with it the number of shares grows - this leads to their partial depreciation. In other words, its reduction prevents shareholders' shares from being eroded.
to optimize authorized capital management.