Formation and change of the authorized capital of LLC in 2015
Formation and change of the authorized capital of an LLC in 2015the independent opening of a business must take into account many nuances-from registration formalities to agreements between partners to avoid future problems.
Contacting specialists will help you avoid unpleasant surprises when communicating with the registration authorities and in the further work of the company.
1 Requirements for the amount and terms of formation of the authorized capital
1.1 Size matters
1.2 When and how can I pay my contribution to the criminal code?
1.3 Changes in the authorized capital
1.4 Reduction of the authorized capital
1.5 increase in the authorized capital
Requirements for the amount and terms of formation of the authorized capital
One of the issues that must be resolved when creating an enterprise is the formation of the authorized capital. And for an existing business, the possibility of changing the authorized capital is also important. How to deal with the authorized capital?
What is new in 2015 in the requirements for its formation and the rules for changing its size?
The authorized capital consists of contributions from all participants of the LLC and serves as a measure of financial responsibility of the founders – this amount will be used to ensure the company’s obligations and payments to creditors.
In accordance with the law on limited liability companies, the authorized capital of an LLC cannot be less than 10,000 rubles. But there are special restrictions for business entities engaged in various types of activities, so:
The specific nature of the enterprise’s operation also affects the requirements for the amount that protects the interests of creditors.for example, joint-stock companies are established with an authorized capital of at least 100,000 rubles.
But the conversation turned to LLC and therefore we will focus on the standard amount of the total amount of contributions of participants when creating an organization – at least 10 thousand rubles. The main thing for the participants themselves is the amount of their contributions to the management system, which will ultimately correspond to their shares in the company. The Charter of a newly created organization can provide for a ban on changing the existing proportions and introduce a limit on the size of the minimum and maximum share of participants – without the approval of the General meeting, it will be impossible to circumvent these provisions in the Charter documents.
When and how can I pay my contribution to the criminal code?
Members of the company contribute their funds to the LLC subject to certain requirements stipulated by law:
Monetary funds, as well as securities, other property and property rights that are subject to monetary assessment can be a contribution to the criminal code.
The property is evaluated by a General meeting of participants, but if the amount exceeds 20 thousand rubles, you will have to involve an independent appraiser, who will determine the monetary equivalent of the asset.
Contributions to the authorized capital in monetary and property form must be fully paid in accordance with the constituent documents, but no later than 4 months after the establishment of the LLC.Previously, it was necessary to pay 50% of the authorized capital immediately before registration, and the rest could be paid within a year, now the terms of payment of contributions of LLC participants have changed.
Change in the amount of authorized capital
How to conduct a transaction to increase or decrease the participant’s share in the LLC and, accordingly, its contribution to the authorized capital? Why change the amount of the criminal code at all? Let’s look at the basic aspects of such adjustments in the organization.
In order to protect the interests of creditors, you will need to meet a number of requirements to reduce the size of the criminal code, including:
Make the appropriate decision by the General meeting of participants;
Notify all creditors and interested parties;
Properly implement the process of dividing shares after reducing the authorized capital;
Do not allow non-compliance with the minimum limit of the criminal code for LLC.
If the share of all participants decreases, it can be reduced proportionally, or one of them will simply pay off the contribution to the criminal code.
The procedure for reducing the amount of the authorized capital of an LLC should begin with a notification to the regulatory authorities (application P14002 for tax purposes) and interested parties (publication in the state Gazette). A month later, if there are no claims from creditors, you can submit for registration a set of documents with changes to the IFNS – the minutes of the meeting with the decision to reduce the criminal code, a receipt for payment of state duty, the amended Charter and a notarized application R13001. After registration, the authorized capital will be reduced.
In some cases, you need to increase the size of the company’s criminal code. The reasons for such changes may be new legislation and new requirements for objects of economic activity. But most often the motives are private-to increase the company’s turnover or attract new participants to the LLC.
However, just to contribute to the UK you simply have to go through a ritual of well-defined stages to stay within the allotted by the legislation:
Make the General meeting decision to increase authorised capital;
Make adjustments to the constituent documents by changing the size of the shares of all participants proportionally or adding a new participant with his contribution;
Fill the application form Р13001 and to assure him of a notary;
To pay the state duty for registration of changes;
Submit the package of documents to the tax Inspectorate no later than 1 month from the date of making the decision to register an increase in the amount of the authorized capital.
This mechanism cannot be started if the authorized capital of the participants in the establishment of a limited liability company has not yet been fully paid.
Ways to increase the authorized capital:
Additional contributions from existing participants;
Contributions from the property of the limited liability company itself;
Contributions in monetary or property form from third parties who will become new members of the LLC.
Joining a new member is a more complex procedure than simply paying additional contributions by those who are already founders of the company. A potential LLC participant will need to submit an application for consideration by the General meeting, which will decide the fate of the company, as well as order to make the necessary amendments to the constituent documents.
There are many other aspects in the formation and change of the authorized capital, which are revealed only when you are closely familiar with the legal framework and practice of conducting business in our country. In order to take into account all the nuances when creating an LLC, you can dig through a lot of information yourself and constantly monitor innovations in legislation, or entrust the solution of all issues to professionals and avoid all risks.