How to reduce the authorized capital of LLC. Reducing and increasing the authorized capital of an LLC - step by step instructions for organizations
The instability of the economy actualizes the issues of reducing authorized capital. Sometimes this is an option to save the enterprise. Regardless of the reasons, the process must be carried out according to the rules.
How to reduce the authorized capital of an LLC in 2019? The founders of any LLC are free to change the amount of the authorized capital, established initially.
The change is carried out according to established rules and properly formatted. How is the decrease in the authorized capital in LLC in 2019?
Important Points
The initial "foundation" of the activity of any organization is start-up capital. In the legislation, this concept predetermines the authorized capital.
This definition means the totality of monetary and tangible assets that the organization has on its balance sheet on initial stage activities.
Value initial capital must be spelled out in founding documents. Moreover, the amount cannot be less than the minimum specified by law. Maximum size not strictly limited.
The authorized capital is formed from the funds of participants, individuals and / or legal entities. The contribution of each participant represents its share in the authorized capital.
The volume of this share determines the part of the property of the LLC, which the founder is entitled to claim. Also, the size of the share determines the size of the activity and the ability to influence the decision-making of the LLC.
The authorized capital of an LLC may consist of Money and property values, which depends on the form.
The law obliges only the minimum amount of the UK to be paid in cash, the rest is replenished at the discretion of the participants. All property investments are valued in monetary terms.
This allows you to express the total set of shares in the same units. That is, the authorized capital is displayed in accounting and constituent documentation in money.
At their own request or in case of an irresistible need, the founders can reduce the authorized capital. But, in any case, after the change, the amount of the authorized capital should not be less than ten thousand rubles, which is considered the minimum of the Criminal Code for an LLC.
It is important that a voluntary capital reduction cannot be considered as an option to get rid of liability to. Lenders may demand early fulfillment of obligations.
What it is
For an organization, the authorized capital is the total amount of all founder's contributions, which determines the minimum amount of property.
At the expense of the authorized capital, the interests of potential creditors are ensured. This necessitates fixing changes in the authorized capital in.
The law predetermines the smallest amount of authorized capital for an LLC. The organization can carry out activities only if this requirement is met.
When forming the capital, the share of participation of any founder is established, that is, the size of his share in the whole amount of the authorized capital is determined.
The nominal value of the share of each of the founders is determined. The sum of all shares at face value is the amount of authorized capital. A change in the authorized capital is understood as a modification of the amount of UKK in the constituent documents of the organization.
Participants can decide to change at any time after full payment of the established authorized capital, guided by the requirements of the law or urgent need.
Capital reduction can be carried out different ways. The features of the options are that the nominal price of the participant's share may decrease or remain the same, which depends on the chosen method.
Why is this procedure necessary?
When an organization lowers its authorized capital, this does not mean that there are problems. Participants can decide to reduce the UK at their own will.
For example, when the activity of the organization has shown that the available capital is more than sufficient and the available funds are not used in full.
Capital may also decrease on the basis of legislative requirements:
| If the share owned by the company does not become owned by a third party after one year | And it was not distributed among the participants, then its repayment is necessary. Penalties for violation of the terms for reducing the Criminal Code in this case are not expected. However, such a situation may lead to a requirement for the liquidation of an LLC by the registration authorities. |
| When at the end of the financial year (second and following) | The value of the net assets of the organization does not correspond to the authorized capital, namely, it will be less, it is necessary to reduce the capital so that its nominal value corresponds to the value of existing assets |
| If after the expiration of the prescribed period | Namely, a four-month period from the date of state registration, the shares are not fully paid, then the authorized capital should be reduced to the amount already paid |
The decision to reduce the authorized capital is made by the general meeting of founders. The issue is submitted for general discussion, then a vote is taken on it.
The results of the discussion are recorded. If the decision is taken unanimously or big amount votes, the process of reducing the authorized capital begins.
Current regulations
Normative regulation of the provisions on the authorized capital of the organization is carried out.
It says here that the organization has the right to change the authorized capital on its own, and is obliged to carry out a reduction in the cases provided for by law.
As determined by the Civil Code of the Russian Federation and Federal Law No. 14, the authorized capital is subject to mandatory reduction when:
The legislative procedure for reducing the authorized capital implies the impossibility of reducing it if, as a result, the amount of the authorized capital is less than the established minimum (ten thousand rubles).
The decision must be made by all participants. Mandatory publication of the decision in the media (magazine "Bulletin of state registration").
Changes in the authorized capital are registered with the IFTS, and the decision of the LLC must notify the IFTS within three days after documenting.
How can I reduce the authorized capital of an LLC
The method, procedure and conditions for reducing the authorized capital depend on the current circumstances. The order of reduction is described in detail in.
According to the article, the decision of the participants is initially made. To do this, a general meeting is held, the presence of all the founders or most of them is mandatory.
The issue is discussed, and the entire process of the meeting is documented in minutes. If it is decided to reduce the capital, then a new value of the capital is determined. The reduction is carried out on the resulting difference.
The meeting also discusses exactly how the amount of capital will be reduced. There are two reduction options:
- by reducing the value of shares at par;
- through the redemption of the share of LLC by reducing the authorized capital.
Step-by-step instruction
The process of reducing the capital of an LLC according to the Charter can be divided into several stages. Each of them is important and requires strict implementation. Failure to comply with at least one requirement leads to the recognition of the illegality of the procedure.
The step by step algorithm looks like this:
| Convocation of founders | The decision to reduce the Criminal Code is made only in the process of discussion thereof by all participants or their majority. The sole founder alone makes the decision. The final decision certainly reflects not only the fact of a change in the value of the Criminal Code, but also the need to reflect this in the Charter |
| Notifying the tax office | Within a three-day period after the approval of the decision, the organization is obliged to report it to the tax authorities. To do this, an application is submitted, signed by the head of the organization and notarized. Within five days, the Federal Tax Service makes an entry in the Unified State Register of Legal Entities about the beginning of the procedure for reducing the Criminal Code in the organization |
| Notice to Creditors | There is no need to notify each creditor personally. The organization submits a message for publication in the State Registration Bulletin. The note is published twice - upon receipt of a document on amendments to the Unified State Register of Legal Entities and after about a month, but not earlier. During this period, creditors have the right to apply for early performance of obligations |
| Submission of the amended Charter for registration with the Federal Tax Service | After the second publication in the media, documents for registration are being prepared. In particular:
|
| Obtaining documents certifying the change in the authorized capital | Within five days after the submission of the required package of documents tax office registers the changes, and the applicant receives the charter in the amended version and a sheet on the entry in the Unified State Register of Legal Entities regarding the reduction of the Criminal Code |
By reducing the nominal value
The procedure for reducing the Criminal Code through a change in the nominal value is provided for in Article 20 of the Federal Law No. 14. It is determined here that the value of all existing shares should decrease at par.
However, the size of the shares remains the same. That is, the newly established amount of capital is divided among the participants, in proportion to the percentage of shares.
As a result, the size of the share of each participant remains the same, but costs less. The reason for the change in the nominal value of the MC may be a decrease in the valuation of the net assets of the organization.
But not necessarily, the capital can also decrease at par at the request of the participants. In this case, the amount by which the capital is reduced may be returned to the founders.
The main thing is that such a return does not reduce the value of the existing net assets, and that it does not become less than the established authorized capital.
By redeeming the share owned by the company
It is not possible to reduce the capital by redeeming the shares of the founders. Initially, the shares must go to the company as a result of:
- redemption of a share;
- exclusion of the founder from the membership;
- transition to a share company when alienation is impossible;
- non-payment of the share in due time.
When redeeming a share, the company pays the participant its actual price. This is based on the data of the accounting report for the last reporting period. In this case, the company incurs losses for the amount paid.
The share of the company on the basis of the general founding decision must:
- be distributed among the participants in proportion to the ratio of their shares;
- purchased by individual participants;
- be realized by third parties.
If at the end of the year the share received by the company is not sold or distributed, then it must be repaid by all means.
In this case, the nominal value of capital is reduced by the value of the redeemable share. This leads to an increase in the shares of participants in size. The par value of the shares does not change.
Decision-making
The decision to reduce the authorized capital is made by the meeting of shareholders. The number of participants who agree with the decision is by default two-thirds of the votes, but the Charter may provide for a different ratio.
The decision taken is recorded in the minutes of the general meeting. If the organization has a single founder, then he personally decides on the need to reduce the authorized capital.
He draws up his decision in the form of a decision of the sole founder. Both the protocol and the decision become the basis for starting the procedure to reduce the value of the Criminal Code.
sample protocol
The protocol of the general meeting of founders regarding the reduction of the authorized capital is drawn up according to the following scheme:
| The protocol number is indicated | Organization name, document creation date, time and duration of the meeting |
| The list of participants is written | With indication total number votes and the number of votes of the present founders |
| The chairman of the meeting is indicated | And presenter documenting secretary |
| The agenda is written | — |
| The list of speakers is written | For each, the essence of the speech and the results of voting on the decision are briefly stated. Decisions are summed up |
| The document is certified by the chairman | Assembly and secretary |
How the general meeting of LLC participants looks like, regarding the decision to reduce the authorized capital, can be seen in an example.
accounting entries
With a decrease in the authorized capital, the accounting and tax accounting of operations in relation to the organization's funds changes. Postings regarding the reduction of the authorized capital in accounting differ depending on the method of reduction.
So, when reducing the Criminal Code in accordance with legal requirements, the following postings can be made:
When the authorized capital is reduced at the initiative of the founders:
| Dt80 Kt75 | The participant withdraws from the company and takes his share in full |
| Dt81 Kt75 (50, 51, 52) and Dt80 Kt81 | The company redeems the share, fixes the buyback and then cancels the redeemed share, reducing the capital |
| Dt80 Kt91 | Decreasing the authorized capital by reducing the nominal value while maintaining the difference for the company in the form of income |
| Dt80 Kt75 | Decreasing the authorized capital by reducing the nominal value and paying the difference to the participants as income |
| Dt75 Kt91 | Refusal of the participant to receive the difference when the capital is reduced at face value and its recognition as the income of the company |
What could be the consequences
When reducing the amount of the authorized capital according to legislative requirements in accordance with the organization taxable income does not occur.
This is due to the fact that the organization does not acquire. If the capital decreases for other reasons, the difference from the decrease is recognized as income received.
When the income remains in the organization, then this is the profit of the company, taken into account in non-operating income. Sometimes the difference after the capital reduction is paid to the participants.
In this case, it is considered that the participants received income. Therefore, must be paid. In this case, it does not matter whether the participant received the payment in monetary or property form.
For example, is it really necessary to register changes in the Criminal Code, because all changes are recorded in the Charter and displayed in the accounting of the organization.
Some difficulties arise when the capital of a JSC decreases, because the value of shares can change.
Also, certain nuances relate to determining the ratio of the organization's net assets and its authorized capital, which should be followed in this situation.
The procedure for reducing the Criminal Code must be followed thoroughly, which means that all possible features must be taken into account.
Is registration required?
According to the organization is not required to notify creditors in writing of a change in the amount of the authorized capital to a smaller side.
In the absence or delay of notification, the LLC may be fined five thousand rubles. Since when the capital is reduced, its nominal value changes, modifications must be entered in the Unified State Register of Legal Entities.
Ignoring the registration of changes in the Federal Tax Service may cause the liquidation of an LLC at the request of the registering authority.
For joint stock company
The authorized capital of an JSC is reduced in situations predetermined and on the independent initiative of the participants.
Decrease in capital due to:
- decrease in the price of shares at par;
- reducing the number of shares, including through the purchase of shares by the company.
Acquisition of JSC shares and their subsequent redemption is possible only when such a possibility is provided for by the Articles of Association. In any case, it is necessary to issue shares.
With a decrease in the authorized capital due to a decrease in the par value, new shares with a lower par value are issued and placed through conversion into old shares.
It is important that the joint-stock company is obliged to notify in writing all the creditors of the company within thirty days from the date of the decision to reduce the capital stock.
Writing an explanatory note
When compiling accounting statements, the calculation of the value of net assets is carried out. This is assessed quarterly and at the end of the year.
The annual and interim reports disclose the value of net assets. When creating annual reports, the calculation results are displayed directly in the reports.
This indicates the value of net assets at the time of the audit. This note is used as a documentary basis for a decrease in capital due to a discrepancy between net assets and the amount of capital.
Reducing the value of the authorized capital of an LLC is possible both by decision of the founders and in order to avoid liquidation.
But in any case, the order of the reduction process must be followed, and all changes must be properly recorded.
Hello! Often there are situations when it is necessary to increase or decrease the authorized capital of the company. Why this is needed and what methods exist, we will consider in detail in this article!
When and why it is necessary to reduce the authorized capital of the company
You can reduce yours:
- Voluntarily;
- Forced.
Contrary to popular belief, a voluntary reduction in the authorized capital does not at all indicate financial difficulties in the organization. Usually this process is a consequence of an unreasonably high value at the beginning of the company's existence.
According to the law, it is necessary to make a forced reduction:
- If after two financial years(from the date of establishment of the LLC) the amount of assets turns out to be less than the authorized capital, i.e. the company has no profit and makes losses;
- When the difference between the authorized capital and the net assets of the LLC is insufficient to pay the share to the creditor.
For example: let's say the authorized capital of the company is 20,000 rubles, the participant requests the payment of a share of 5,000 rubles, but the actual assets of the LLC at that moment are 23,000. In our example, the authorized capital of the company will be reduced by at least 2,000 rubles; - If you need to pay off the shares of the LLC that were not distributed on time.
For example: a participant who had a 20% share of the authorized capital leaves the LLC. His share is first attributed to the company, but if it is not spent within the period specified by the charter and law (one year), the authorized capital must be reduced by its amount.
There is no penalty for violation of the terms of repayment of shares, but the registering authority has reason to file a lawsuit with a demand for the liquidation of an LLC for violation of the Law “On companies with limited liability».
Ways to reduce the authorized capital
- By reducing the nominal value of the shares of all LLC participants. The ratio of participants' shares will not be changed;
- Redemption of LLC shares. In this case, the cost of the shares remains the same, the percentage of the shares of the participants remaining in the LLC increases;
- A combination of both methods.
After its reduction, the authorized capital shall under no circumstances become less value specified in the LLC Law. For 2018, for most types of activities, the minimum is 10,000 rubles. Otherwise, the organization must announce its own and liquidation.
When reducing the authorized capital voluntarily - the minimum is determined on the date of registration of the changes. When the reduction is mandatory, the border is determined by the date of registration of the LLC in the state register.
Reduction is allowed not only in cash, but also in property form. For example, when the founder, in addition to the minimum amount of capital, has invested real estate, he can return it to his ownership by an act of acceptance and transfer. To do this, the accountant must issue the disposal of funds and write off its value from accounting.
The organization withholds from the amounts (or the value of property) received by the participants, since the contribution made at , ceases to be the property of the participant, and as a result of a decrease in the authorized capital, the creditor receives income.
Step-by-step instructions for reducing the authorized capital of an LLC
- During the meeting of the founders of the LLC, a decision is made to reduce the authorized capital (it must receive more than 2/3 of the votes). Discusses the changes that will need to be made to the ;
- Within three working days, the registration authority (tax office) is notified about the upcoming reduction, an application form P14002 is submitted with a notarized signature of the director of the LLC;
- Two monthly notices are published in a printed organ (magazine "State Registration Bulletin"). According to the legislation for 2018, this notification is sufficient, it is not necessary to notify your investors personally. The publication should indicate:
- Name of LLC (full and abbreviated);
- Address, phone number and other contacts;
- TIN/KPP;
- OGRN number, and when it was assigned;
- Name and address of the registering authority;
- The procedure and conditions for the procedure for reducing the authorized capital;
- Conditions and procedures under which LLC creditors may file claims for the protection of their rights.
Notice can be submitted through the official website of the journal.
- State duty is paid (for 2018 - 800 rubles);
- Registration of changes in government agency. Provide:
- Application () with a notarized signature;
- Amended charter of LLC;
- The approved minutes of the meeting of the founders, at which the decision to reduce the authorized capital was approved;
- Evidence of notification of creditors - a printed copy of the State Registration Bulletin certified by the director of the LLC;
- Confirmation of payment of state duty.
- Receipt of documents confirming the successful reduction of the authorized capital (in five working days).
When to increase the authorized capital
The reasons for increasing the authorized capital are divided into several groups:
- A new member of the LLC contributes;
- The company changes the direction of its activities, as a result of which the minimum value of the authorized capital increases. For example, more amount for organizers of gambling, banks, insurers, vodka producers;
- One or more LLC members wish to increase their own share;
- At the request of potential creditors and investors (as a guarantor of their interests).
Ways to increase the authorized capital
Each method of increasing the authorized capital has certain consequences. It depends on the chosen method whether the ratio and the size of the shares of creditors will change.
Increase in authorized capital at the expense of property
A prerequisite for this method is positive financial statements for the previous year, since the company will increase the authorized capital with its own funds, without investing the property of LLC participants. Accordingly, the increase will occur in an amount not exceeding the value of the property of the LLC.
Consequently, the percentage ratio of the shares of the founders remains the same, and their value increases along with the growth of the authorized capital. Such a decision needs to gain 2/3 of the votes at the meeting of participants.
In this method, the choice of the date of changes plays an important role. If the amount matters, you should first of all calculate which period in accounting will be the most advantageous. The increase will be based on the reporting for the year prior to the current year.
Even at the end of the year, it will not be the last quarterly balance that will be considered, but the report for the last year. Therefore, in some situations it is more profitable to hurry up and make a decision to increase capital before the new year, while in others it is better to wait for the beginning of the next one.
The procedure for increasing the authorized capital at the expense of property consists of the following stages:
- Preparing for the general meeting. Participants must be notified one month before the appointed date;
- Holding a meeting of shareholders to discuss the amount of the increase and the changes that need to be made to the bylaws. All decisions must be recorded and certified;
- Registration of changes in the state body.
Increase in the authorized capital due to additional contributions of LLC participants
- All participants - first, the decision must gain 2/3 of the votes at the general meeting of the founders. All participants have the right (but not the obligation) to contribute;
- Some participants - as a result, the percentage of shares will increase for those participants who make additional contributions.
The capital increase procedure will look like this:
- If one or more participants make an additional contribution, first of all, he (they) submits an application to the general director of the LLC for making an additional contribution. It must indicate:
- The cost of the deposit, the composition in which it will be made (cash, shares, real estate) and in what time frame;
- The amount of the share in the LLC that the contributor would like to acquire as a result;
- Other conditions.
- Participants of an LLC must accept and certify with a notary the decisions made on increasing the authorized capital, and at the same time:
- What changes will be made to the company's charter;
- By what value will the shares of LLC participants who will make contributions increase (but not more than the amount of the contribution);
- If necessary, how the shares of other participants will be changed.
- According to the changes, a new edition of the company's charter is being prepared;
- Not later than six months from the date of the decision, contributions are made. Be sure to collect documents to confirm their payment (checks, receipts, payment orders);
- Payment of state duty;
- Not later than 30 days after making contributions, an application for state registration of changes and other documents is submitted to the IFTS.
Increase in the authorized capital at the expense of third parties (new LLC participants)
This option is possible only if there is no clause in the company's charter that contradicts it and when consent is received from all participants in the LLC. A third person who has made a contribution will be granted a share in the LLC, thus becoming a new member.
Procedure steps :
- If a new member of an LLC comes with an increase in the authorized capital, then first of all he submits to CEO your statement stating:
- Personal data (full name, passport details, address, TIN);
- Type, cost and terms of payment;
- Desired status in LLC, rights and shares in the authorized capital.
- Participants of the LLC at the meeting take a unanimous decision, certified by a notary:
- How and by how much the authorized capital will be increased;
- Will a new person be admitted to the LLC and under what conditions;
- What changes need to be made to the charter;
- How will the shares of other participants change.
- A new version of the charter is being prepared;
- Payment of the state fee (800 rubles);
- Registration of the changes made in the organization - an application to the registration authorities is submitted within 30 days after the decision is made at the meeting.
Increase in the authorized capital by the sole member of the LLC
Sometimes the shares of an LLC are not divided, but belong to one founder. The procedure for increasing the authorized capital in a company with only one participant does not differ much from the standard one:
- The decision is taken unilaterally and is made in writing;
- For 60 days, a contribution is made, documents are collected that confirm its introduction. When real estate acts as a contribution, it is necessary to make state registration of the ownership of the LLC;
- Not later than 90 days after the decision to increase the capital, amendments are made to the charter of the LLC;
- Documents are submitted to the tax office.
Documents for state registration of an increase in the authorized capital of an LLC in 2018
The following documents must be submitted to the registration authorities to increase the authorized capital of an LLC:
- Application (Form P13001). Signed by a person acting on behalf of the LLC (for example, a manager), the signature is notarized;
- Minutes of the meeting (in the case of a single participant, a decision on his behalf);
- Notarized confirmation of all decisions made;
- New charter (two original copies), or a separate list of amendments;
- A document confirming the payment of the state fee, which for 2016 is 800 rubles;
- Documents certifying that all additional contributions have been made. For example: cash receipt order, check, bank statement. If the increase was made at the expense of the property of the LLC: a copy balance sheet for the previous year and calculation of the company's current assets;
- After 5 working days, you must return to the tax office for a certified copy of the new charter and a record sheet in.
Important Points
What documents need to be notarized?
Be sure to be notarized: minutes of the meeting, a list of its participants, a list of all decisions taken. Director's signature - if the company has one member.
What requirements can a creditor present when reducing the authorized capital of an LLC?
Not later than 30 days after the second publication of the notice on the reduction of the authorized capital, the creditor has the right to demand:
- Early fulfillment of the obligations of the company that arose even before the first publication (payment of an old loan, payment for services, etc.);
- Termination of the obligation, if its performance is impossible, and compensation for losses.
The court may assess the claims and dismiss the claim if:
- The Society will prove that the applicant's rights have not been violated;
- The Company will provide sufficient funds to fulfill its obligation.
What can act as a contribution to the authorized capital of an LLC?
Participants can make contributions to the authorized capital in the form of cash, shares, bonds, property, real estate, and even in the form of exclusive rights subject to valuation in monetary terms.
If a non-monetary option is chosen, then first the assessment of the contribution is carried out by an independent expert, then the assessment is approved at the meeting of the founders. By default, any property is allowed, but the charter of an LLC has the right to limit the list of allowed property.
What threatens the violation of the deadlines for making additional deposits?
When one or more participants do not comply with the time limits set for making contributions, the increase in the authorized capital will be recognized as failed, and creditors who managed to make their contributions will be returned all the funds spent.
The authorized capital is a mandatory requirement for the registration of joint stock companies of any type. Federal Law No. 14-FZ of February 8, 1998 “On Limited Liability Companies” indicates that it is paid when opening a joint-stock company and each participant contributes a certain share. In fact, this amount is a guarantee of security for the company's creditors, as it represents the minimum amount of its property. The law does not prohibit the reduction of the authorized capital, however, for this, it is necessary to observe certain order actions. Consider in our article how it goes this procedure and what implications it has for legal entity.
Causes and conditions
Reducing the size of the authorized capital may be voluntary or compulsory. If the procedure is carried out in voluntary, then the participants in the company receive the amount in accordance with their share. At the same time, the share of each shareholder remains the same.
For clarity, let's consider an example: the shareholders of the company are two citizens, the shares are determined in the amount of 80% and 20% of the shares. The authorized capital of the organization is 200 thousand rubles. It was decided to reduce it to 150 thousand rubles. In this case, the amounts that the shareholders will receive will amount to 40 thousand rubles and 10 thousand rubles, respectively. At the same time, the share of participants' shares will not change.
The receipt of a part of the authorized capital by an individual requires the payment of personal income tax, since the Letter of the Ministry of Finance of Russia dated January 21, 2016 No. 03-04-05 / 2050 states that the amount contributed by the participant is no longer his property, and its return is taxable income.
Forced reduction of the authorized capital can be made for two reasons:
- the value of the organization's assets is less than the value of the authorized capital. In the first year of the company's operation, such a situation is permissible; in the future, the legal entity is obliged to notify the tax office of this fact and carry out the reduction procedure;
- the company receives a share of one of the participants who resigned, but does not distribute the amount. The organization has 12 months to decide what to do with the share of the person who left the company. If this does not happen, the unallocated capital must be repaid and removed from the organization's disposal.
If at least one of these problems is present, the authorized capital will have to be reduced.
Order of procedure
The current legislation provides for a procedure that each company must follow when reducing the authorized capital. It has four steps:
- meeting of founders. The proposal must be approved by at least 2/3 of the shareholders. At the same stage, amendments to the charter of the organization are adopted. If the company has a single founder, such decisions are made only by him;
- tax notice. After the meeting, it is necessary to prepare and submit a notarized application in the form Р14002. It is signed directly by the head of the enterprise. After consideration by the Federal Tax Service, it makes an appropriate entry in the Unified State Register of Legal Entities;
- notice to creditors. The organization sends two messages to the State Registration Bulletin. The first - after receiving an extract from the Unified State Register of Legal Entities, the second - a month after the first entry;
- submission of documents. After the re-publication, it is necessary to contact the tax office again and prepare the following documents: minutes of the meeting of founders, articles of association, receipt of payment of the state fee, application in the form P13001, numbers of published notices of amendments to constituent documents, calculation of the value of assets.
After reviewing the package of documents, the tax authority registers the changes and sends a new charter to the name of the organization, as well as an extract from the Unified State Register of Legal Entities.
Ways
The reduction of the authorized capital is carried out in one of the possible ways:
- decrease in the nominal value of each participant joint-stock company. This way provides for the division of the withdrawn amount in accordance with the share of each member of the organization, however, there is no reduction in shares;
- redemption of the share owned by the company. This option allows you to save the amounts contributed by each member of the organization.
The legislation does not prohibit combining these methods, so the amount of the authorized capital can be reduced simultaneously for all participants and for the company.
Timing
Initially, the procedure for reducing the authorized capital provides for a meeting of founders, at which an appropriate decision must be made. Then it is necessary to send a corresponding application to the territorial department of the Federal Tax Service at the place of registration of the legal entity. This must be done no later than 3 days from the date of the meeting (clause 3, article 20 of Law No. 14-FZ).
The service is obliged to consider it within 5 working days, after which it is necessary to make changes to the state register of the Unified State Register of Legal Entities on the beginning of the procedure for changing the authorized capital.
As soon as the creditors are notified and the documents are submitted, the tax office considers them and makes an appropriate decision. Consideration is also given 5 working days from the date of receipt of the package of required papers. If no claims arise, after this period the organization receives the relevant documents.
Consequences
In accordance with paragraph 16 of Art. 250 of the Tax Code of the Russian Federation, the amounts by which the authorized capital was reduced (if the share is not paid to the participants) should be considered non-operating income of the company. Thus, if an LLC conducts a reduction in the authorized capital on a voluntary basis, this norm must be taken into account, and the costs should be included in the item of non-operating income with all the ensuing consequences. At the same time, if the procedure is carried out forcibly, such problems are not relevant for society. Concerning individuals receiving part of the authorized capital, they are required to pay personal income tax from it.
The specialists of our company are ready to help you with the issue of reducing the authorized capital. They will provide advice and tell you about all the nuances of the procedure, prepare a list of necessary documents, represent interests before tax authorities and creditors. Call the phone numbers listed on the site or contact via the feedback form.
The authorized capital of the company can be reduced at the suggestion of the participants themselves and forcibly according to legislative requirements. Which companies are obliged to reduce the authorized capital, how the compulsory procedure differs from a voluntary decision - our step-by-step instruction to reduce the authorized capital of LLC in 2019
The interests of the company's creditors are guaranteed by the authorized capital. In this regard, it is possible to reduce the previously fixed contributions of the founders only by registering the relevant changes in the Charter and in the Unified State Register of Legal Entities. The norms that should be followed in such a procedure are enshrined in the Civil Code (part I) and the Law of February 8, 1998 No. 14-FZ. Consider the grounds and ways to reduce the authorized capital of LLC.
The need to reduce the authorized capital of LLC
Legislatively, circumstances are distinguished when the situation occurs at the initiative of the founders themselves (voluntarily) and when this measure is forced (forced). The issue of changing the Criminal Code is referred to the exclusive competence of the meeting of founders and in all cases the decapitalization of the authorized capital is based on the decision of the general meeting or the sole participant. Reductions are permitted after all creditors of the firm have been notified.
Regardless of the prerequisites, the size of the authorized capital must remain within minimum size(Article 20 of Law No. 14-FZ). Today this value is ten thousand rubles (Article 14 of Law No. 14-FZ). If the procedure is coercive and the value of net assets (NA) falls below the minimum established for the UK, the company is threatened with liquidation (Article 90 of the Civil Code, part I).
Decapitalization can occur in the following ways:
- the nominal value of the participants' shares is reduced while maintaining the proportions of the shares;
- the shares owned by the LLC are redeemed.
Voluntary decision
It is important to understand that the decision to reduce the authorized capital of an LLC on its own initiative does not allow the company to avoid paying debts. Before starting the process, the public needs to provide evidence that creditors are aware of the upcoming event.
The statutory funds of the company represent the financial minimum of its liability. Therefore, all creditors, regardless of the volume of obligations, are sent notifications of decapitalization by mail. The deadline is three days from the moment the decision was made by the general meeting. It will not be possible to prepare and send notifications on time - the company will be denied registration of changes. To take no risks and get guaranteed result, we advise you to take the help of professionals, for example, service specialists.
Voluntary decapitalization is carried out by reducing the nominal value of the shares of the founders. LLC returns to the founders a part of the formed authorized capital. At the same time, the proportional ratio of equity participation is preserved. Funds can be returned in cash and property.
Forced Order
The company may have not only the right, but also the obligation to reduce the authorized capital. The need for the procedure is regulated by Law No. 14-FZ. The company may be required to reduce the Criminal Code in the following cases
The financial year that follows the second (each subsequent) year is unprofitable, that is, the value of net assets depreciates to less than the Criminal Code (Article 30). The decrease is carried out within the value of net assets;
LLC did not pay the share or part of it that passed to it during the year. The source of payments is the difference between net assets and authorized capital, if it is not enough, there is an obligation to reduce the Criminal Code by the missing amount (Article 23);
During the year, the company has not distributed (not sold) a share or part of it. The size of the UK must be reduced by the nominal value of such a share (Article 24).
The previously valid basis - incomplete payment of the MC within a year after registration - was canceled from 07/01/2009.
The procedure for reducing the authorized capital of an LLC
Regardless of the reasons for the procedure, a specific step-by-step procedure should be followed. Biznes.ru has prepared step-by-step instructions for reducing the authorized capital of an LLC in 2019 and submitting Form 13001.
1. Calling a meeting of participants
The decision is made upon the approval of at least 2/3 of the votes (unless there is a provision in the charter otherwise, more) and individually - with a single participant. The protocol on the reduction of the authorized capital of the LLC includes a decision to change certain sections of the charter.
2. Report to the Federal Tax Service
The company is given three working days to notify the tax office about decision in the form P14002, requiring notarization. When sending an application electronically with the signing of an EDS, you do not need to contact a notary. You can submit a notification in person or with the help of an outsourced accounting service. The relevant minutes of the meeting shall be attached to the application.
3. Informing creditors
The company informs creditors of its decision by publishing a notice in a special edition of the State Registration Bulletin, which can be done through the magazine's website. It is necessary to publish 2 times: upon receipt of the entry sheet in the Unified State Register of Legal Entities and again in a month (not earlier).
4. Submission of documents for registration of changes
- protocol/solution:
- new version of the Charter (2 copies);
- receipt for state duty;
- notarized application P13001;
- a copy of the official publication with a printed notice.
5. Receipt of documents
Registration actions are completed within five working days, after which a charter and an entry sheet in the Unified State Register of Legal Entities are issued.
Reduction of the authorized capital of an LLC: financial and reputational consequences
The procedure negatively affects the credibility of the company, as there is a decrease in the assets of the LLC, and the assets of the company are a guarantee of its reliability. In addition, the reputation component also suffers, since the withdrawal of assets is regarded as a threat of bankruptcy. A decrease in the authorized capital can generally aggravate relations with partners and creditors: they have the right to demand from the company the fulfillment of obligations before the due date, providing the court with evidence that such a change in assets increases their own risks.
Supervisory authorities are also attentive to such actions, since, by reducing the Criminal Code, the founders can be manipulated by intentional bankruptcy. To prevent decapitalization from becoming a reason for liquidating a company, we recommend that you carefully and scrupulously carry out the procedure for reducing the authorized capital. Specialists of the Glavbukh Assistant service can come to the rescue in this situation. They will prepare everything Required documents, communicate with the tax authorities and solve organizational issues quickly and reliably, without exposing the company to unnecessary risk.
Accounting entries in case of a decrease in the authorized capital of an LLC
In the accounting registers, the fact of decapitalization should be reflected on the date of the registered changes (letter of the Ministry of Finance dated 03/21/2017 No. 07-05-12/03).
If the payment is made by the transfer of property (execution of the act of acceptance and transfer is mandatory):
Funds in cash or in kind received by individuals in this situation are subject to personal income tax on a general basis under Article 210 of the Tax Code (clarifications of the Ministry of Finance dated 08.26.2016 No. 03-04-05 / 50007). The taxpayer can reduce such income by the costs of acquiring property rights (clause 2, clause 2, article 220 of the Tax Code).
A reduction in the authorized capital can also be carried out voluntarily, based on the decision of the Company's participants. Such a procedure is called a decrease in the nominal value and must be carried out while maintaining the ratio of the shares of participants.
For example: AAA LLC has an authorized capital in the amount of 20,000 rubles and two founders, Mr. X and Mr. Z, who have shares in the Company 50/50 (10,000 / 10,000), since the reduction of the share is possible up to 10,000 rubles, then after the reduction their shares will remain in the 50/50 distribution, but at a nominal value of 5,000/5,000 rubles.
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Step by step instructions for the procedure
If the law or the founders have identified the need to reduce the Criminal Code, then the following steps should be taken.
Step 1. Meeting of participants
On this stage a meeting of the Members of the Company takes place, at which a decision is made collectively (or individually, if the LLC has a single founder) to start the procedure for reducing the authorized capital. Based on the results of the meeting, it is compiled, which reflects this decision and the future size of assets.
Step 2. Tax notification
Within three days, the LLC is obliged to notify the registration authorities (IFTS) of its decision.
For this it should prepare documents:
Step 3. Notice to creditors
The obligation to notify creditors about the start of the process, as this increases their risks, is assigned to the LLC by law. Today, there is no need to notify lenders in writing about changes; it is enough to publish a notice about this in the State Registration Bulletin. The publication of the LLC is obliged to carry out twice - the first time upon receipt of the tax notification of the entry in the tax and the second - a month later.
It is necessary to adhere to the deadlines, since the limitation period of the creditor against the LLC is counted from the time of the last publication. The notice must specify in detail the addresses and telephone numbers at which creditors can submit claims. 
Step 4. Changes in the constituent documents (Charter)
As soon as the second message is published with the publication of changes in the amount of the authorized capital, the organization is obliged to enter new data into the Charter and transfer to the tax office the following documents:
- The decision of the meeting of founders to change the size of the UK.
- The Articles of Association of the LLC new edition or amendments to the current Bylaws.
- Confirmation of the publication of the notice (certified paper copy or hard copy).
- Receipt for payment of state duty.
Terms and cost
The IFTS is notified of the intention to make changes within 3 days after the decision is made.
If the application is accepted, then no later than 5 days from the date of its submission, the tax office is obliged to enter into the Unified State Register of Legal Entities information that the LLC is in the process of reducing the Criminal Code.
From this point on, creditors can start making claims, since all data is in open access, however, the Limited Liability Company is obliged to publish a notice of changes twice - the time that the LLC must withstand in the intervals between publications is 1 month. After the release of the last publication, the IFTS will register changes in the Charter of the LLC within 5 days. Thus, it will take about 45 days for the entire procedure - from the moment the decision is made to the moment the changes are made to the Charter.
The cost of the state duty for filing an application is 800 rubles, the amount of the publication fee is individual, since it is summed up from the size of the text ready for publication, today, printing 1 square centimeter of a message costs 106.20 rubles.
Preparation of company accounting documents
If the decrease occurs by decapitalizing the shares of participants with their subsequent payment, then in accounting this displayed as follows:
- The debt to pay the amount of the Criminal Code goes through the debit account 80 "Authorized capital" and the credit account 75, sub-account 75.1 "Reserves for contributions to the authorized capital" and is formalized by the date of amendments to the Unified State Register of Legal Entities.
- The payment of the amount of debt to the founders is fixed by postings Dt 75, subaccount 75.1, Kt 51 "Settlement accounts". IN this case, since there is a return of previously invested funds, there is no obligation to pay.
If the payment of the share of the participant is made by transferring the property of the enterprise (equipment, real estate, etc.) to the founder, then the sequence of actions is as follows:
- Estimation of the value of the fixed asset.
- On account 01 "Fixed assets" a sub-account "Retirement of fixed assets" is opened.
- In the debit of the new sub-account, the amount of the amount for which the property is retired is prescribed, and in the credit - the amount of accumulated depreciation.
- The residual value of the object is the other income of the LLC and is debited from account 01 to 91 “Other expenses and income”, subaccount 91.2 “Other expenses”.
Documents to be issued:,. It is worth remembering that personal income tax is also charged and payable on the cost of retiring fixed assets.
Consequences of the procedure for LLC
The procedure entails a decrease in credit confidence in the enterprise, as the assets of the LLC decrease - its reliability, bank employees call this “increased credit risk”.
However, these changes affect not only financial but also business reputation organizations, because the removal of assets from the balance sheet is always perceived as a signal of impending bankruptcy.
A decrease in the charter capital of an LLC-borrower can also lead to an aggravation of relations with creditors. According to the law, lenders can demand the fulfillment of the obligations of the borrower ahead of schedule if they can prove in court that the reduction of the Criminal Code increases their risks or violates their rights. Such claims arise, as a rule, if the size of the authorized capital was significant or its reduction occurred through the transfer of fixed assets to the founders, the residual value of which was noticeably lower than the market value.
The process of reducing the authorized capital is a complex and multi-stage procedure. All stages of its implementation require documentary confirmation and strict adherence to the deadlines for their implementation.
In addition, it leaves an imprint on the image of the enterprise and causes close attention to the LLC from the regulatory authorities - it is through a decrease in the Criminal Code that unscrupulous founders often commit financial fraud through intentional bankruptcy. That is why experts urge to reduce the organization's Criminal Code only in case of emergency, because an unqualified decapitalization procedure can become the basis for.
For information on what is the authorized capital, see the following video:
