Payment of the authorized capital after registration of LLC

The authorized capital is the minimum amount of property that guarantees the interests of creditors, contributed by one or more founders to the company’s account.

If there is only one founder in the company, then when it is registered, the entire amount of the authorized capital is paid only by him. If there are several founders in an LLC, then the authorized capital is paid by them in accordance with the shares determined by minutes on the establishment of the LLC or the founding agreement.

Authorized capital: what you need to know

Article 66.2 of the Civil Code of the Russian Federation provides for the minimum size of the authorized capital of an LLC, which is determined in the amount of 10,000 rubles.

The authorized capital can be paid:

• in cash;
• by other property. In the case of payment of the authorized capital by non-monetary property, such contribution must be assessed by an independent appraiser before being made to the authorized capital.

For other organizational and legal forms of companies, as well as for companies whose activities are licensed, other minimum amounts of authorized capital are provided:

• for public joint stock companies – 100,000 rubles;
• for joint-stock companies of employees (people’s enterprises) – 100,000 rubles;
• for medical insurance companies – 120,000,000 rubles, etc.

It is important for founders to know the following nuances about the formation of the authorized capital:

• The amount of the authorized capital can be changed at any time. Such changes must be registered with the Federal Tax Service. However, it is forbidden to reduce it below the minimum threshold value.
• The maximum size of the authorized capital is not regulated by law and depends solely on the material resources of the company’s shareholders.
• It is important that the company has assets for the amount deposited into the authorized capital account.   
• If, over time, the value of the actual available assets will be below the size of the authorized capital for two years or more, the company is obliged to reduce the authorized capital to an amount not exceeding the value of net assets. If the value of net assets turns out to be less than the minimum amount of the authorized capital, the company is subject to liquidation.

Ways of depositing the authorized capital to the company’s accounts

As mentioned earlier, there are two ways to pay for the authorized capital:

• In cash. The founder can transfer money from his account to the settlement account of the company or deposit it in the company’s cash register. When depositing funds to the company’s account, it is important to put a mark in the purpose of payment “for depositing to the authorized capital account”.
• Property. In this case, the value of the contributed property should be determined by an independent appraiser. After depositing assets into the account of the authorized capital, a certificate of acceptance and transfer is issued. A third person can also deposit the property – then the beneficiary’s mark should be in the cash receipt or transfer certificate.  

Proof of payment of the share in the authorized capital will be the following documents:

• Bank account statement.
• Copies and originals of primary payment documents.
• The act of acceptance and transfer of assets.
• Absence of data on partial repayment of the authorized capital in the company’s balance sheet.
• Receipt for the cash receipt.

The procedure for depositing the authorized capital to the company’s account

Payment of the authorized capital at its formation must be carried out in accordance with the procedure established in accordance with:

• the memorandum of association,
• the decision of the sole founder/the founders’ minutes on the establishment of the company containing information on the amount of the share in the authorized capital, its nominal value, the type of property to be paid for the authorized capital and the payment period.

If the payment procedure is not specified in these documents, then the authorized capital must be paid in accordance with the procedure provided for by the Law on LLC.

It is important to consider the following:

• the term of full payment of shares (shares) may not exceed four months from the date of state registration of LLC;
• when paying the authorized capital of the LLC, funds must be deposited in an amount not lower than the minimum amount of the authorized capital of the LLC.

To pay the authorized capital, it is necessary that the company has a bank account opened. The registration of a limited liability company itself does not depend on opening a bank account. This means that communication with a financial institution takes place after all registration activities have been completed.

The procedure for opening a bank account, as a rule, is as follows:

• Visiting a bank branch and getting detailed advice on the conditions for opening a business account.
• Signing of a service agreement with the bank.

The founder may deposit funds against the payment of the authorized capital by transfer from another card or by depositing cash through the cashier. If there are several founders, each of them contributes funds separately in accordance with their share.

The founders of the company can dispose of the contributed capital at their discretion within the limits of spending on office needs – the purchase of furniture, equipment, components. The main thing to remember is that the amount of the authorized capital of the LLC on the account cannot be lower than the minimum amount established by law – 10,000 rubles.

As for non-payment of a share in an LLC, the memorandum of association of an LLC may contain a clause on fines or delays. If you miss the mandatory 4-month period or incomplete payment of the share, the following consequences may occur:

• The unpaid share is transferred to the LLC and forms a new one, which can be redeemed by another shareholder or a third party.
• The shareholder will bear subsidiary liability for the obligations of the LLC that arose before the full payment of the authorized capital.

There are no administrative fines or other penalties for violation of the terms or payment procedure. However, in some cases, an LLC may be forcibly liquidated.