The authorized capital is the property of the company created based on the deposited funds and other assets of the founders/participants of the company.
The amount of the authorized capital within the framework of the current legislation should not be less than 10,000 rubles. However, at the beginning, the value can be different – 100,000 or even 1 million rubles. At the same time, Russian civil law provides for the possibility of increasing the authorized capital.
How to increase the authorized capital of the company
It is important to know that the contribution to the authorized capital is not limited only to the deposit of funds. The participant has the right to deposit the property to repay the cost of the share. When depositing funds, they must be credited to the company’s current account. The property, in turn, must be evaluated and after that it can be put on balance.
Methods of increasing the authorized capital
1. The entry fee of a new participant
When a new individual or legal entity wants to join the company by contribution, this method means an increase of the authorized capital at the expense of third parties. The procedure is possible if it does not contradict the charter of the organization. Otherwise, changes are made to the charter beforehand, then a new document is registered by tax service. After new charter is registered you can start the procedure of increasing the authorized capital.
2. Additional contribution of the current participant of the company
Any of the LLC participants can increase the authorized capital, however, additional contributions to the authorized capital may change the distribution of shares among the participants. Therefore, in such a situation, all participants of the company must give an appropriate decision to agree with the increase of the authorized capital, as well as with the redistribution of shares in the LLC, if necessary.
To formalize the increase in the authorized capital by the current participants, the following documents should be prepared:
- A contribution statement is required when one or more members of the company plan to contribute.
- Minutes of the General meeting – the minutes must contain the consent of the participants to increase the authorized capital and the distribution of shares among the participants of the company.
- Resolution of the sole participant – if there is only one participant in the company, the resolution replaces the minutes of the general meeting. The decision similarly prescribes an increase in the authorized capital.
3. Increase at the expense of the LLC’s own property.
To increase the authorized capital at the expense of the LLC’s property, it is first necessary to issue a resolution of the sole participant or the minutes of general meeting.
It is important to consider that the authorized capital can be increased by no more than the nominal value of the property. This will not affect the size of the participants’ shares but will only increase the nominal value of the shares.
Procedure for increasing the authorized capital
- Preparation of an application for contributing.
The application is addressed to General director of the company. In the text of the application, it is necessary to indicate the planned amount of the contribution in rubles and the form of the contribution: monetary or property. You should also specify the deadline for making a deposit. This is usually up to two months.
- Draft of minutes of the general meeting/the resolution of the sole participant to increase the authorized capital.
When drafting those, the following issues should be indicated on the agenda:
- Increase of the authorized capital.
- Determination of the total cost of additional deposits.
- Changing the size and ratio of the shares.
- Amendments to the charter.
If there is only one shareholder in the company, then its resolution prescribes the amount of the additional contribution, the deadline for making and the changes that need to be made to the charter. The resolution of the sole participant to increase the authorized capital should be notarized in all cases.
- Amendments to the charter
Provisions of the charter can be adjusted by submitting a list of amendments to the charter of LLC or an updated version of the charter. Here the choice will depend on whether it is necessary to change only one provision of the charter or several at once.
- Submission of form P13014 and documents confirming the increase of the authorized capital to the Federal Tax Service
To make changes to information about a legal entity, the form P13014 is used, in which it is necessary to fill in only those sheets that relate to the changes being made. This applies to the title page and the sheet with information about the applicant. In addition to the form, it is also necessary to provide a list of amendments to the charter or its new edition, as well as documents confirming the payment of an additional contribution. For cash, it is a bank statement, for property deposits – an act of acceptance and transfer. Also, when submitting documents in person, a state fee of 800 rubles should be paid and a receipt for payment should be attached.
business days.The registration period for the increase of the authorized capital is 5
If there are problems with increasing the authorized capital of any limited liability company, it is necessary to seek qualified legal assistance. VALEN specialists provide a wide range of services, including legal advice and assistance in drafting applications.
Yes, to do this, you need to issue an expense cash order (RKO) and deposit funds to a company’s bank account with the name of the contribution “Increase of authorized capital”. Otherwise, you may run into a fine for violating cash transactions. The RKO is prepared in one copy, signed by the director of the organization, as well as the head accountant or a person with the necessary authority.